Moolec Science (NASDAQ: MLEC) wins conditional Nasdaq listing extension to May 2026

Rhea-AI Filing Summary

Moolec Science received a decision from a Nasdaq Hearings Panel allowing its shares to remain listed on the Nasdaq Capital Market, subject to specific conditions. The Panel found that Moolec regained compliance with the minimum bid price rule on January 16, 2026, after a reverse stock split that became effective on January 5, 2026.

The Panel noted that Moolec filed its Annual Report on Form 20-F for the year ended June 30, 2025, on December 29, 2025, and accepted the company’s plan to address the minimum stockholders’ equity requirement. Continued listing depends on Moolec providing derecognition updates by the end of February 2026, updated pro forma financial information by the end of March 2026, timely public disclosure of actions to demonstrate equity compliance by May 13, 2026, and full compliance with all Nasdaq Capital Market continued listing standards by May 13, 2026.

Positive

• Nasdaq conditional continued listing: The Nasdaq Hearings Panel granted Moolec Science continued listing on the Nasdaq Capital Market, confirming it regained minimum bid price compliance following a reverse stock split effective January 5, 2026.
• Regained filing compliance: The company filed its Annual Report on Form 20-F for the fiscal year ended June 30, 2025 on December 29, 2025, addressing a key reporting requirement noted by the Panel.

Negative

• Ongoing equity compliance risk: Moolec remains out of full compliance with Nasdaq’s minimum stockholders’ equity requirement and must execute a Panel-accepted plan to regain compliance within the specified timeframe.
• Time-bound listing conditions: Continued listing is contingent on meeting several milestones, including derecognition updates, updated pro forma financial information, and full compliance with all Nasdaq Capital Market continued listing requirements by May 13, 2026.

Insights

Equity markets and listing standards analyst

Nasdaq grants Moolec conditional listing lifeline with strict 2026 milestones.

The filing shows that Moolec Science has avoided immediate Nasdaq delisting. A Hearings Panel accepted its appeal and confirmed that the company is back in line with the minimum bid price rule after a reverse stock split effective January 5, 2026.

However, Moolec still faces the minimum stockholders’ equity requirement. The Panel accepted a plan that it believes offers a reasonable expectation of regaining compliance, but tied this to concrete obligations: derecognition updates by end of February 2026 and updated pro forma financials by end of March 2026.

By May 13, 2026, Moolec must both publicly disclose actions taken to meet Nasdaq equity and listing standards and demonstrate compliance with all continued listing requirements. The outcome will depend on execution of its plan and subsequent disclosures in the periods leading up to May 13, 2026.

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 January 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: January 30, 2026	By:	/s/ Alejandro Antalich
	Name:	Alejandro Antalich
	Title:	Chief Executive Officer

3

Exhibit 99.1 

Moolec Science Granted Continued Listing on Nasdaq subject to Hearings Panel conditions

Moolec Science S.A. (“Moolec” or the “Company”), a science-based food ingredient company focused on scalable protein solutions for the global market, today announced that the Nasdaq Hearings Panel (the “Panel”) has granted the Company’s request for continued listing on The Nasdaq Stock Market, subject to certain conditions.

The Panel acknowledged that the Company satisfied the minimum bid price compliance period under Nasdaq Listing Rule 5550(b)(2) on January 16, 2026, following the effectiveness of its reverse stock split on January 5, 2026. The Panel will retain jurisdiction over the bid price matter through May 13, 2026, in accordance with its discretionary authority.

The Panel also noted that the Company filed its Annual Report on Form 20-F for the fiscal year ended June 30, 2025 on December 29, 2025, shortly following the hearing held on December 18, 2025.

With respect to the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1), the Panel recognized that the Company has presented a plan that offers a reasonable expectation of regaining compliance within the applicable period.

The continued listing determination is subject to the Company satisfying certain conditions, including (i) the provision of updates to the Panel regarding the status of derecognition proceedings by the end of February 2026, (ii) the delivery of updated pro forma financial information by the end of March 2026, (iii) the timely public disclosure of actions taken to demonstrate compliance with Nasdaq’s equity and continued listing requirements by May 13, 2026 and (iv) the Company’s demonstration, on or before May 13, 2026, of compliance with all continued listing requirements for the Nasdaq Capital Market.

Moolec intends to fully satisfy the conditions outlined in the Panel’s decision and remains focused on maintaining sustained compliance with Nasdaq’s continued listing standards, strengthening its financial framework and advancing its strategic priorities.

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.

FAQ

What did the Nasdaq Hearings Panel decide about Moolec Science (MLEC)?

The Nasdaq Hearings Panel granted Moolec Science continued listing on Nasdaq, subject to conditions. The Panel accepted that Moolec regained minimum bid price compliance and approved a plan to address stockholders’ equity, but tied continued listing to several deadlines through May 13, 2026.

How did Moolec Science regain compliance with Nasdaq’s minimum bid price rule?

Moolec regained minimum bid price compliance after a reverse stock split. The reverse split became effective on January 5, 2026, and the Panel acknowledged that the minimum bid price requirement under Nasdaq Listing Rule 5550(b)(2) was satisfied on January 16, 2026.

What Nasdaq conditions must Moolec Science meet to maintain its listing?

Moolec must satisfy several time-specific conditions set by the Panel. These include derecognition updates by end of February 2026, updated pro forma financial information by end of March 2026, public disclosure of equity-compliance actions by May 13, 2026, and full continued listing compliance by May 13, 2026.

Is Moolec Science compliant with Nasdaq’s stockholders’ equity requirement?

The Panel noted Moolec has a plan to address the equity requirement but is not yet fully compliant. It recognized a plan that offers a reasonable expectation of regaining compliance with Nasdaq Listing Rule 5550(b)(1) within the allowed period, subject to execution and verification.

What recent SEC filing did Moolec Science complete related to this Nasdaq decision?

Moolec filed its Annual Report on Form 20-F for the year ended June 30, 2025. The filing occurred on December 29, 2025, shortly after the December 18, 2025 hearing, and was specifically noted by the Nasdaq Hearings Panel in its decision.

Until when will the Nasdaq Panel oversee Moolec Science’s bid price compliance matter?

The Panel will retain jurisdiction over the bid price matter through May 13, 2026. This ongoing jurisdiction allows the Nasdaq Hearings Panel to monitor Moolec’s continued adherence to the minimum bid price standard following its reverse stock split.