STOCK TITAN
  1. Home
  2. Sec-filings
  3. MLEC
  4. [6-K] Moolec Science SA Current Report (Foreign Issuer)

Moolec Science (NASDAQ: MLEC) restores Nasdaq equity compliance

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Moolec Science reports that it has regained compliance with all Nasdaq Capital Market continued listing requirements related to the minimum stockholders’ equity standard within the remediation period granted by the Nasdaq Hearings Panel. The company reported stockholders’ equity of approximately $15.2 million as of March 31, 2026 and $11.3 million as of December 31, 2025.

An equity-strengthening step was the partial conversion of preference shares, with ordinary shares valued at $5,473,425 recorded as equity as of December 31, 2025. Moolec’s preliminary March 31, 2026 balance sheet shows total assets around $104 million, including $71.6 million of intangible assets and $16.0 million in investments in joint ventures and associates, alongside borrowings and convertible notes totaling over $70 million.

The company also reflects a pro forma adjustment for $465,161 drawn under a related-party credit line in April 2026 and states that it expects to request conversion of the remaining $4.0 million of preference shares within the next 12 months, which it indicates is expected to further strengthen stockholders’ equity.

Positive

  • Regained Nasdaq equity compliance: Moolec reports that it has satisfied the Nasdaq Capital Market’s minimum stockholders’ equity requirement within the Panel’s remediation period, supported by preference share conversion and higher reported equity of approximately $15.2 million as of March 31, 2026.

Negative

  • None.

Insights

Moolec has regained Nasdaq equity compliance through balance-sheet strengthening steps.

Moolec Science reports regaining compliance with the Nasdaq Capital Market’s minimum stockholders’ equity requirement within the Panel’s remediation period. Reported equity of approximately $11.3 million as of December 31, 2025 increased to about $15.2 million as of March 31, 2026, based on unaudited figures.

A key driver was the partial conversion of preference shares, with ordinary shares valued at $5.47 million recorded in equity. The company also notes a related-party credit line draw of $465,161 and indicates it expects to convert the remaining $4.0 million of preference shares within the next 12 months, which it states is expected to further bolster stockholders’ equity.

Moolec’s preliminary balance sheet shows total assets just above $104 million and total liabilities in the low $90 million range, including borrowings and convertible notes exceeding $70 million. Future filings for periods after March 31, 2026 will provide additional clarity on how ongoing financing actions affect equity levels and leverage.

Stockholders’ equity $11.3 million As of December 31, 2025, unaudited
Stockholders’ equity $15.2 million As of March 31, 2026, unaudited
Preference share conversion value $5,473,425 Ordinary shares issued on partial conversion recorded in equity
Total assets $103.4 million As of December 31, 2025, preliminary condensed balance sheet
Total assets $104.2 million As of March 31, 2026, preliminary condensed balance sheet
Total liabilities $88.2 million As of December 31, 2025, preliminary condensed balance sheet
Total liabilities $93.4 million As of March 31, 2026, preliminary condensed balance sheet
Remaining preference share amount $4.0 million Original $9.0 million aggregate, expected to be converted within 12 months
Nasdaq Hearings Panel regulatory
"received written notice from the Nasdaq Hearings Panel (the “Panel”) informing the Company"
A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.
stockholders’ equity requirement financial
"regain compliance with the continued listing requirements... specifically with respect to the minimum stockholders’ equity requirement"
A stockholders’ equity requirement is a minimum amount of net assets — assets minus liabilities — that a company must keep on its balance sheet to meet rules set by regulators, lenders or stock exchanges. Think of it as a required safety buffer or minimum bank balance that shows the company has enough of its own capital to absorb losses; falling below it can limit dividends, trigger covenants or risk sanctions, so investors watch it as a sign of financial health and compliance.
preference shares financial
"The holder of our preference shares issued a notice of conversion to the Company"
Preference shares are a type of company stock that pays owners a fixed or regularly prioritized payout, similar to receiving steady interest from a savings account, while still representing ownership. They usually get paid dividends before regular (common) shareholders and have priority if the company distributes assets, but often carry limited voting rights and less upside if the company’s value soars. Investors care because preference shares trade off growth potential for steadier income and greater safety in payouts.
payment-in-kind financial
"would be $5,000,000, plus payment-in-kind, for an aggregate amount of $5,473,425"
Payment-in-kind is when a borrower or issuer settles interest, dividends, or other obligations by giving more of the same asset—extra shares, additional bond principal, or goods—instead of paying cash. It matters to investors because it changes who owns what and when cash is actually received: it can preserve a company’s short-term cash but may dilute equity or increase future claims, altering risk and potential returns much like taking goods instead of a paycheck.
conversion right financial
"partial exercise of its conversion right under the Subscription Agreement dated December 9, 2024"
A conversion right is an option built into certain financial instruments that lets the owner exchange that instrument for another type of security, most often swapping a bond or preferred share for common stock. Think of it like a coupon that can be redeemed to turn one thing into another; it matters to investors because exercising it can unlock upside if the stock rises, but it can also dilute existing shareholders and change a company’s ownership mix.
forward-looking statements regulatory
"This press release contains “forward-looking statements.” Forward-looking statements may be identified by the use of words such as"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What did Moolec Science (MLEC) announce regarding its Nasdaq listing status?
Moolec Science announced it has regained compliance with all Nasdaq Capital Market continued listing requirements tied to the minimum stockholders’ equity rule, within the remediation period granted by the Nasdaq Hearings Panel, based on its recently reported unaudited equity levels.

What are Moolec Science’s reported stockholders’ equity levels in this 6-K?
Moolec Science reports stockholders’ equity of approximately $11.3 million as of December 31, 2025 and about $15.2 million as of March 31, 2026, based on unaudited financial information included with the company’s Form 6-K submission.

How did preference share conversion affect Moolec Science’s equity?
A holder partially exercised its conversion right on preference shares, leading to ordinary shares valued at $5,473,425 being recorded in equity. This transaction is reflected in Moolec Science’s December 31, 2025 historical financial information and contributed to strengthening stockholders’ equity.

What balance sheet figures does Moolec Science (MLEC) disclose for March 31, 2026?
Moolec provides a preliminary condensed balance sheet showing total assets of about $104.2 million as of March 31, 2026, with major components including $71.6 million of intangible assets, $16.0 million of investments in joint ventures and associates, and $1.2 million of cash and cash equivalents.

What liabilities does Moolec Science report in its preliminary March 31, 2026 balance sheet?
Moolec reports total liabilities of approximately $93.4 million as of March 31, 2026, including $50.6 million of borrowings, $21.0 million of convertible notes, $14.3 million in deferred tax liabilities, and smaller amounts in trade payables, warrant liabilities, and other obligations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Form 6-K: How Foreign Companies Report to the SEC →

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

Report of Foreign Private Issuer

 

Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

 

For the month of May 2026

 

Commission File Number: 001-41586

 

MOOLEC SCIENCE SA

(Exact name of Registrant as Specified in Its Charter)

 

89 Nexus Way, Camana Bay

Grand Cayman KY1-9009

Cayman Islands

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒       Form 40-F ☐

 

 

 

 

 

 

EXPLANATORY NOTE

 

The information contained in this Form 6-K and any exhibits hereto shall be deemed to be incorporated by reference into the Company’s registration statement on Form S-8 (Registration No. 333-282263).

 

1

 

 

EXHIBIT INDEX

 

The following exhibits are filed as part of this Form 6-K:

 

Exhibit   Description
99.1   Press release

 

2

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Moolec Science SA
  (registrant)
   
   
Date: May 13, 2026 By: /s/ Alejandro Antalich
  Name:  Alejandro Antalich
  Title: Chief Executive Officer

 

 

3

 

 

Exhibit 99.1

 

 

Moolec Science SA Regains Compliance with All Nasdaq Capital Market Continued Listing Requirements Within Panel Remediation Period

 

As previously reported on January 29, 2026, Moolec Science SA (“Moolec” and/or the “Company”), received written notice from the Nasdaq Hearings Panel (the “Panel”) informing the Company that the Panel had granted the Company’s request for an extension to regain compliance with the continued listing requirements of The Nasdaq Stock Market LLC, specifically with respect to the minimum stockholders’ equity requirement.

 

The Company announced today that it has submitted information required to demonstrate compliance with the Nasdaq Capital Market’s stockholders’ equity requirement within the remediation period granted by the Panel. The Company reported stockholders’ equity of approximately $15.2 million as of March 31, 2026, and approximately $11.3 million as of December 31, 2025. These amounts are reflected in the Company’s unaudited interim condensed consolidated financial statements as of December 31, 2025 and June 30, 2025, and for the six-month periods ended December 31, 2025 and 2024, furnished today to the U.S. Securities and Exchange Commission (“SEC”) on Form 6-K, as well as in the Company’s unaudited preliminary balance sheet as of March 31, 2026 set forth below.

 

Preliminary Consolidated Condensed Balance Sheet as of March 31, 2026

(Unaudited)

 

  

Unaudited historical financial information MLEC as of December 31, 2025

  

Unaudited preliminary financial information MLEC as of March 31, 2026

 
   (amounts in millions of US$) 
Assets        
Intangible assets   71.6    71.6 
Goodwill   2.1    2.1 
Property, plant and equipment   4.4    4.4 
Investment in joint ventures and associates   16.0    16.0 
Cash and cash equivalents   1.0    1.2 
Inventories   4.0    3.6 
Other receivables   4.2    5.2 
Right of use assets   0.1    - 
Total assets   103.4    104.2 
           
Equity          
Total equity   15.2    11.3 
           
Liabilities          
Borrowings   45.7    50.6 
Convertible notes   20.7    21.0 
Trade and other payables   7.1    7.2 
Other liabilities   0.3    0.3 
Deferred tax liabilities   14.3    14.3 
Warrant liabilities   0.1    0.3 
Lease liabilities   0.1    - 
Total liabilities   88.2    93.4 
Total equity and liabilities   103.4    104.7 

 

 

 

 

 

Underlying Assumptions

 

Derecognition Events

 

The Company assumed the full derecognition of Bioceres S.A. and Bioceres LLC as of December 31, 2025 and determined that the carrying value of the Company’s investment in Theo I SCSp was nil.

 

Preference Shares Capitalization

 

The holder of our preference shares issued a notice of conversion to the Company dated December 31, 2025, notifying the Company of the partial exercise of its conversion right under the Subscription Agreement dated December 9, 2024 an aggregate amount of up to $9,000,000, to be converted into ordinary shares in accordance with the conversion formula set out in the Subscription Agreement. The Company notified the holder of the preference shares on December 31, 2025 that the value of the ordinary shares to be issued to the holder as a result of such conversion would be $5,000,000, plus payment-in-kind, for an aggregate amount of $5,473,425. This equity transaction has been reflected in the column “Unaudited historical financial information MLEC as of December 31, 2025” of the table above.

 

The Company also included as of March 31, 2026 the proforma adjustment related to disbursements made from our current line of credit with one of our related parties for an amount of $465,161 which occurred in April 2026.

 

Furthermore, the Company expects to notify the holder to convert the remaining $4.0 million of the original aggregate preference share amount within the next 12 months, which is expected to further strengthen stockholders’ equity.

 

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 and the related Nasdaq decision, 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.

 

 

 

 

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

1 document

Press Releases