Moolec Science S.A. Receives Nasdaq Panel Exception Through June 29, 2026 to Regain Compliance with Stockholders' Equity Requirement
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Rhea-AI Summary
Moolec Science S.A. (NASDAQ: MLEC) said the Nasdaq Hearings Panel granted an exception through June 29, 2026 to demonstrate compliance with the stockholders' equity requirement in Listing Rule 5550(b)(1), subject to disclosure conditions.
Moolec reported derecognition events after bankruptcy filings for certain subsidiaries that produced estimated gains of approximately $91.0 million (loss of control of Bioceres S.A.), $5.2 million (loss of control of Bioceres LLC), and $4.6 million (loss of control of Theo I SCSp). These derecognitions, intercompany eliminations and a conversion of preference shares increased the company’s stockholders' equity and, the company believes, restored Nasdaq compliance.
Positive
- Nasdaq exception granted through June 29, 2026
- Estimated derecognition gains of $91.0M, $5.2M, and $4.6M
- Stockholders' equity increased due to derecognitions and share conversion
Negative
- Compliance relies on one-time derecognition gains, not recurring operations
- Exception is temporary and expires on June 29, 2026
- Bankruptcy of subsidiaries resulted in loss of control over related entities
Details
News Market Reaction – MLEC
On Jan 22, the day this news came out, MLEC closed 4.63% above the previous close.
Data tracked by StockTitan Argus for the Jan 22 session.
Key Figures
- Derecognition gain – Bioceres S.A.
- $91.0 million
- Estimated gain from loss of control under IFRS 10.25
- Derecognition gain – Bioceres LLC
- $5.2 million
- Estimated gain from loss of control under IFRS 10.25
- Derecognition gain – Theo I SCSp
- $4.6 million
- Estimated gain from loss of control under IFRS 10.25
- Panel exception deadline
- June 29, 2026
- Nasdaq Panel exception period to regain equity compliance
- Share consolidation ratio
- 15-for-1
- Ordinary share consolidation effective January 5, 2026
- Pre-consolidation shares
- 10,891,761 shares
- Issued and outstanding before 15-for-1 consolidation
- Post-consolidation shares
- 726,118 shares
- Issued and outstanding after 15-for-1 consolidation
- Nasdaq equity requirement
- $2.5 million
- Minimum stockholders’ equity under Nasdaq Listing Rule 5550(b)(1)
Historical Context
-
Implementation of 15-for-1 consolidation to support Nasdaq compliance.
-
Nasdaq letter on failing $2.5M equity test and planned derecognition gain.
-
Announcement of 15-for-1 consolidation to regain minimum bid compliance.
-
Strong GLASO safflower campaign metrics and expansion into new markets.
-
Nasdaq letter over delayed Form 20-F and upcoming Panel hearing.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Key Terms
derecognition financial
nasdaq hearings panel regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
GEORGE TOWN, CAYMAN ISLANDS / ACCESS Newswire / January 22, 2026 / Moolec Science S.A. ("Moolec" or the "Company") today announced that it has received a decision from the Nasdaq Hearings Panel (the "Panel") granting the Company an exception through June 29, 2026 to demonstrate compliance with the stockholders' equity requirement set forth in Nasdaq Listing Rule 5550(b)(1) (the "Stockholders' Equity Requirement"), subject to certain disclosure conditions.
Following bankruptcy proceedings of certain of Moolec's subsidiaries as described below, Moolec has been able to recognize a gain related to the derecognition of such subsidiaries.
On December 26, 2025, Bioceres S.A. filed for bankruptcy before the competent courts. The commencement of the bankruptcy proceedings resulted in the transfer of decision-making authority and the Company's loss of control over Bioceres S.A. As Bioceres LLC is a wholly owned subsidiary of Bioceres S.A., the Company simultaneously lost control over Bioceres LLC. Pursuant to IFRS 10.25, a loss of control constitutes a derecognition event. The related derecognition events have resulted in an estimated gain of approximately
In addition, on December 31, 2025, Theo I SCSp filed for bankruptcy before the competent courts. The commencement of these proceedings likewise resulted in the transfer of decision-making authority and the Company's loss of control over Theo I SCSp. In accordance with IFRS 10.25, this loss of control constitutes a derecognition event. The related derecognition events have resulted in an estimated gain of approximately
The foregoing derecognition events, together with the recognition of intercompany assets and liabilities arising from the loss of control, which were previously eliminated in consolidation, and the conversion of certain preference shares held by a shareholder into ordinary shares, have increased Moolec's stockholders' equity.
Accordingly, the Company believes that it has regained compliance with the Stockholders' Equity Requirement and has notified The Nasdaq Stock Market LLC. The Company continues to take all necessary actions to maintain compliance with Nasdaq's continued listing requirements.
About Moolec Science SA
Moolec Science is an innovation-driven company engineering plants and microbes to unlock scalable protein solutions for the global food system. By integrating Molecular Farming and precision fermentation, Moolec combines the cost efficiency of crops with the functionality and nutrition of animal proteins, creating sustainable and commercially viable ingredients. The Company's diversified pipeline includes alternative proteins, bioactive compounds, nutritional oils, and biological inputs for regenerative agriculture. Moolec has a robust intellectual property portfolio with more than 118 granted and pending patents across multiple technology platforms. With operations spanning the United States, Europe and South America, Moolec is advancing a seed-to-ingredient approach designed to transform the future of food production. Moolec is publicly listed on Nasdaq under the ticker "MLEC." For more information, please visit www.moolecscience.com and ir.moolecscience.com.
Forward-looking Statements
This press release contains "forward-looking statements." Forward-looking statements may be identified by the use of words such as "forecast," "intend," "seek," "target," "anticipate," "believe," "expect," "estimate," "plan," "outlook," and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements with respect to the Company's plan to regain compliance under the Nasdaq rules, performance, prospects, revenues, and other aspects of the business of Moolec are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Although we believe that we have a reasonable basis for each forward-looking statement contained in this press release, we caution you that these statements are based on a combination of facts and factors, about which we cannot be certain. We cannot assure you that the forward-looking statements in this press release will prove accurate. These forward-looking statements are subject to a number of significant risks and uncertainties that could cause actual results to differ materially from expected results, including, among others, changes in applicable laws or regulations, the possibility that Moolec may be adversely affected by economic, business and/or other competitive factors, costs related to the scaling up of Moolec's business and other risks and uncertainties, including those included under the header "Risk Factors" in Moolec's Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission ("SEC"), as well as Moolec's other filings with the SEC. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Accordingly, you should not put undue reliance on these statements.
Contact: ir@moolecscience.com (phone: +5493412034927)
SOURCE: Moolec Science
View the original press release on ACCESS Newswire
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