MLEC contests alleged $13M payment tied to Sept. 30, 2025 date

Rhea-AI Filing Summary

Moolec Science (MLEC) reported a potential contract dispute with INVIM. The company received a notice of alleged breach on October 2, 2025 related to an Assignment and Assumption Agreement tied to prior transaction instruments. INVIM asserts the Obligors failed to pay an Assignment Price of $13 million due on September 30, 2025.

Moolec disagrees, stating certain conditions precedent were never satisfied, including transfer of relevant securities and execution of a required services agreement. The company sent a formal response on October 20, 2025 rejecting the assertions and reserving all rights. Moolec intends to defend its position, noting that an adverse outcome, if INVIM ultimately prevails, could have a material adverse effect on its business, financial condition, results of operations, or liquidity.

Insights

Legal and credit risk analyst

Alleged $13M nonpayment dispute; company contests; outcome uncertain.

Moolec Science disclosed that INVIM sent a notice alleging nonpayment of an Assignment Price of $13,000,000 tied to a Payment Date of September 30, 2025. The company counters that conditions precedent—such as transferring relevant securities and executing a services agreement—were not fulfilled, and therefore disputes that any payment is due.

From a risk standpoint, the filing explicitly states that an adverse outcome could be material for the company’s business, financial condition, results, or liquidity. The magnitude of $13 million is the central quantitative anchor; actual exposure depends on enforceability of conditions precedent and related instruments referenced in the Agreement.

Key near-term anchors are the notice date (October 2, 2025) and the company’s response (October 20, 2025). Subsequent filings may provide procedural developments or resolutions that clarify the financial impact.

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 October 2025

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

This Form 6-K is incorporated by reference into the Company’s registration statements on Form F-3 (Registration No. 333-283113) and Form S-8 (Registration No. 333-282263).

Moolec Announces Potential Dispute With INVIM

On October 2, 2025, the Company received a notice of alleged breach from INVIM Corporativo S.L., a private limited company incorporated under the laws of Spain (“INVIM”), with respect to the certain Assignment and Assumption Agreement, dated May 27, 2025 (the “Agreement”), by and among INVIM, Bioceres Group Limited, a private limited company incorporated under the laws of the United Kingdom (the “Assignee”), Bioceres Tech Services LLC, a limited liability company incorporated and existing under the laws of the State of Delaware (the “Guarantor” and together with the Assignee, the “Obligors”), and Moolec Science Ltd., a limited company incorporated under the laws of the United Kingdom (solely for purposes of Section 2 of the Agreement). That Agreement in turn references related instruments, including a Note Purchase Agreement and a Binding Contribution Memorandum of Understanding, both dated October 15, 2023.

INVIM’s letter asserts that the Obligors have failed to pay the Assignment Price equal to $13 million on the Payment Date of September 30, 2025. The Company disagrees with INVIM’s assertion that any payment is due or owing because, among other reasons, under the plain terms of the Agreement and related transaction instruments, INVIM failed to ever satisfy certain conditions precedent, including failing to validly transfer relevant securities or execute a required services agreement. On October 20, 2025, the Company delivered a formal response letter to INVIM, rejecting INVIM’s assertions and reserving all rights. The Company intends to vigorously defend its position and enforce its rights under the Agreement, related transaction instruments, and applicable law. While the Company believes INVIM’s assertions lack merit, if INVIM were to ultimately prevail in proving its assertions in any proceedings, such an adverse outcome could have a material adverse effect on the Company’s business, financial condition, results of operations, or liquidity. The Company will provide further updates as appropriate.

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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: October 21, 2025	By:	/s/ Alejandro Antalich
	Name:	Alejandro Antalich
	Title:	Chief Executive Officer

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