Moolec Science S.A. Receives Nasdaq Staff Memo Supporting Panel Exception Through June 29, 2026 to Regain Compliance with Stockholders' Equity Requirement
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Rhea-AI Summary
Moolec Science (NASDAQ:MLEC) said Nasdaq Staff issued a memo recommending the Nasdaq Hearings Panel grant an exception through June 29, 2026 to regain compliance with the stockholders' equity requirement in Listing Rule 5550(b)(1), subject to disclosure conditions. The memo cites material balance-sheet improvement after Q4 2025 derecognition events.
Moolec recorded derecognition gains of approximately $91.0M, $5.2M, and $4.6M tied to loss of control of subsidiaries in December 2025 and says these items, plus intercompany liability recognition and a preference-to-ordinary conversion, substantially increased stockholders' equity.
Positive
- Nasdaq Staff supports exception through June 29, 2026
- Derecognition gains totaling approximately $100.8M
- Company reports a substantial increase in stockholders' equity
- Conversion of preference shares into ordinary shares improved equity
Negative
- Loss of control due to December 2025 bankruptcy proceedings
- Reliance on a time-limited Panel exception to remain listed
- Recognition of intercompany liabilities may change future cash flexibility
Details
News Market Reaction – MLEC
On Jan 26, the first trading day after this news, MLEC closed 5.07% below the previous close.
Data tracked by StockTitan Argus for the Jan 26 session.
Key Figures
- Compliance deadline
- June 29, 2026
- Exception period to demonstrate Nasdaq stockholders’ equity compliance
- Derecognition gain Bioceres S.A.
- $91.0 million
- Gain from loss of control after bankruptcy proceedings
- Derecognition gain Bioceres LLC
- $5.2 million
- Additional gain from loss of control after bankruptcy
- Derecognition gain Theo I SCSp
- $4.6 million
- Gain recognized following bankruptcy and loss of control
- Listing rule
- Rule 5550(b)(1)
- Nasdaq stockholders’ equity requirement referenced in memo
- Accounting standard
- IFRS 10.25
- Standard governing derecognition on loss of control
Historical Context
-
Nasdaq panel granted exception to regain stockholders’ equity compliance through June 2026.
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15-for-1 share consolidation became effective to support Nasdaq listing compliance.
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Nasdaq letter citing failure to meet minimum stockholders’ equity under Rule 5550(b)(1).
-
Announcement of upcoming 15-for-1 share consolidation targeting minimum bid-price compliance.
-
Record GLASO safflower campaign with strong yields and acreage expansion in 2025.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Key Terms
nasdaq hearings panel regulatory
bankruptcy proceedings regulatory
derecognition financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
GEORGE TOWN, CAYMAN ISLANDS / ACCESS Newswire / January 23, 2026 / Moolec Science S.A. ("Moolec" or the "Company") today announced that Nasdaq Staff has issued a memorandum to the Nasdaq Hearings Panel (the "Panel") concluding that there is sufficient basis to grant Moolec 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.
The Staff memo reflects Nasdaq's acknowledgment of the material improvement in Moolec's balance sheet following a series of accounting and corporate events completed during the fourth quarter of 2025, which the Company believes have restored compliance with the Stockholders´ Equity Requirement.
During December 2025, bankruptcy proceedings involving certain subsidiaries resulted in the transfer of decision-making authority and the Company's loss of control over those entities. In accordance with IFRS 10.25, the loss of control constituted derecognition events, requiring the removal of the subsidiaries from Moolec's consolidated financial statements.
Specifically, on December 26, 2025, Bioceres S.A. commenced bankruptcy proceedings, resulting in Moolec's loss of control over Bioceres S.A. and its wholly owned subsidiary, Bioceres LLC. These derecognition events have resulted in a gain of approximately
In addition, on December 31, 2025, Theo I SCSp commenced bankruptcy proceedings, resulting in Moolec's loss of control over that entity and a further derecognition gain of approximately
The foregoing derecognition events, together with the recognition of intercompany liabilities arising from the loss of control, which were previously eliminated in consolidation, as well as the conversion of certain preference into ordinary shares, have resulted in a substantial increase in Moolec's stockholders' equity.
Based on these developments, the Company believes it has regained compliance with the Stockholders' Equity Requirement. If the Panel grants an exception, Moolec intends to fully satisfy the conditions outlined in the Staff memo and any related Panel requests. Moolec remains focused on maintaining compliance with Nasdaq's continued listing standards while advancing its strategic priorities and strengthening its financial foundation.
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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