Nasdaq backs Moolec Science (NASDAQ: MLEC) equity compliance plan

Rhea-AI Filing Summary

Moolec Science S.A. reports that Nasdaq Staff has issued a memorandum to the Nasdaq Hearings Panel supporting an exception through June 29, 2026 for the company to demonstrate compliance with the stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1). Nasdaq’s position is based on a material improvement in Moolec’s balance sheet after several year-end 2025 events involving certain subsidiaries.

In December 2025, bankruptcy proceedings for Bioceres S.A. and its subsidiary Bioceres LLC led to a loss of control and derecognition gains of about $91.0 million and $5.2 million, respectively. A further bankruptcy of Theo I SCSp on December 31, 2025 produced an additional derecognition gain of about $4.6 million. Together with recognizing intercompany liabilities and converting certain preference shares into ordinary shares, these changes substantially increased stockholders’ equity, and Moolec believes it has regained compliance with Nasdaq’s equity requirement while it awaits the Panel’s decision.

Insights

Equity markets and listing standards analyst

Nasdaq staff support suggests Moolec’s equity position now meets listing requirements, pending a Panel decision.

Nasdaq Staff has concluded there is sufficient basis to grant Moolec Science an exception through June 29, 2026 to demonstrate compliance with the stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1). This indicates regulators view the company’s recent balance sheet changes as meaningful for restoring compliance, although the Nasdaq Hearings Panel still must formally act on the exception.

The equity improvement stems from derecognizing several subsidiaries following bankruptcy proceedings and related loss of control under IFRS 10.25, generating gains of about $91.0 million, $5.2 million, and $4.6 million. Additional effects from recognizing intercompany liabilities and converting certain preference into ordinary shares further lifted stockholders’ equity. Future filings will clarify how sustainably this higher equity level supports ongoing compliance with Nasdaq’s continued listing standards.

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 23, 2026	By:	/s/ Alejandro Antalich
	Name:	Alejandro Antalich
	Title:	Chief Executive Officer

3

Exhibit 99.1 

Moolec Science S.A. Receives Nasdaq Staff Memo Supporting Panel Exception Through June 29, 2026 to
Regain Compliance with Stockholders’ Equity Requirement

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 $91.0 million associated with the loss of control of Bioceres S.A. and an additional gain of approximately $5.2 million associated with the loss of control of Bioceres LLC.

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 $4.6 million, also recognized in accordance with IFRS 10.25.

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.

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 Nasdaq Staff decide regarding Moolec Science (MLEC)?

Nasdaq Staff issued a memorandum to the Nasdaq Hearings Panel stating there is sufficient basis to grant Moolec Science an exception through June 29, 2026 to demonstrate compliance with the stockholders’ equity requirement in Nasdaq Listing Rule 5550(b)(1), subject to certain disclosure conditions.

Why does Moolec Science believe it now meets Nasdaq’s stockholders’ equity requirement?

Moolec Science believes it has regained compliance because derecognition of several bankrupt subsidiaries, recognition of certain intercompany liabilities, and the conversion of preference shares into ordinary shares have together produced a substantial increase in stockholders’ equity.

What gains did Moolec Science record from losing control of its subsidiaries?

The loss of control over Bioceres S.A. generated a derecognition gain of approximately $91.0 million, over Bioceres LLC about $5.2 million, and over Theo I SCSp about $4.6 million, all recognized under IFRS 10.25.

Which subsidiaries of Moolec Science entered bankruptcy proceedings?

In December 2025, bankruptcy proceedings commenced for Bioceres S.A. and its wholly owned subsidiary Bioceres LLC, and on December 31, 2025 for Theo I SCSp, leading to Moolec’s loss of control over these entities.

What is the significance of the June 29, 2026 date for Moolec Science?

The date of June 29, 2026 is the end of the exception period that Nasdaq Staff has supported, during which Moolec must demonstrate compliance with Nasdaq’s stockholders’ equity requirement if the Panel grants the requested exception.

How does Moolec Science plan to respond if the Nasdaq Panel grants the exception?

Moolec Science states that, if the Nasdaq Hearings Panel grants an exception, it intends to fully satisfy the conditions outlined in the Nasdaq Staff memorandum and any related Panel requests, while focusing on maintaining compliance with continued listing standards.