Bioceres Crop Solutions Corp SEC Filings

Bioceres Crop Solutions (BIOX) reported that noteholders delivered a Declaration of Acceleration on its convertible and non-convertible notes on November 10, 2025, alleging uncured defaults. On November 11, 2025, these holders filed a lawsuit in New York Supreme Court seeking payment in full under the note agreements.

The company disputes the allegations and the purported effect of the acceleration and says it will vigorously defend its position. The filing also notes that this 6-K is incorporated by reference into existing Form F-3 and S-8 registration statements.

Bioceres Crop Solutions (BIOX) filed its annual report (Form 20-F) for the year ended June 30, 2025. The company highlights a reshaped debt profile and liquidity pressures following note amendments and covenant breaches.

Convertible Notes total $67,868,227 at 15% interest (5% cash, 10% paid in kind) with maturity extended to August 31, 2027. Non-Convertible Notes total $29,081,233 at 19% interest (14% cash, 5% paid in kind) with monthly amortization. Due to covenant breaches as of June 30, 2025, $102.3 million of notes were reclassified as current liabilities. Total indebtedness was $260.2 million, with $222.0 million maturing in the fiscal year ending June 30, 2026. Management’s financial statements include a statement of substantial doubt about the company’s ability to continue as a going concern.

The report also notes a change-of-control event at Bioceres Group Limited on June 16, 2025, creating termination rights under the HB4 licensing agreement. BIOX transitioned HB4 from direct seed sales to a licensing model. 63,228,239 ordinary shares were outstanding as of June 30, 2025.

Bioceres Crop Solutions Corp. (BIOX) reported leadership changes. Effective November 5, 2025, the Board appointed Simon Vumbaca as a director. The company describes him as a multi‑jurisdictional lawyer focused on cross‑border structuring, geopolitical strategy, and crisis arbitration, who advises sovereigns, ultra‑high‑net‑worth families, and global enterprises; he chairs AIG’s Board and serves as a non‑executive director of Elemental Altus.

Also effective November 5, 2025, the Board named Alejandro Villafane as Principal Accounting Officer, formalizing oversight for the company’s accounting function.

Bioceres Crop Solutions Corp. received an Amendment No. 1 to a Schedule 13D filed by Jasper Lake Ventures One LLC and Noah Kolatch reporting a combined beneficial position of 7,482,961 ordinary shares, representing approximately 10.7% of outstanding shares on a diluted basis. The reported amount includes 397,000 shares held directly and 7,085,961 shares issuable upon conversion of notes convertible within 60 days. Jasper Lake notified the issuer on September 25, 2025 that it believes certain Events of Default under a Note Purchase Agreement have occurred and reserved all rights; the issuer disputes that claim. In connection with this dispute, Mr. Kolatch resigned from the issuer's board effective September 30, 2025. The filing otherwise restates ownership, voting/dispositive powers (shared) and confirms no transactions in the prior 60 days.

Bioceres reporting persons reduced their direct holdings through repurchase and pledge agreements, but retain a material stake. Bioceres Group Limited, together with its subsidiary Bioceres LLC, reports aggregate beneficial ownership of 12,508,975 ordinary shares, representing 19.9% of Bioceres Crop Solutions Corp.'s outstanding shares based on 62,848,483 shares. The Amendment reports that Shares owned by the Reporting Persons decreased from 12,421,323 to 9,432,896 following repurchase agreements dated September 1, 2022 and September 1, 2023 and pledge agreements dated October 28, 2022, executed to fund payment of financial obligations. 3,076,079 shares remain subject to a shareholders agreement over voting rights. No other plans or transactions were disclosed.