Moolec Science (NASDAQ: MLEC) gains Nasdaq equity compliance relief
Rhea-AI Filing Summary
Moolec Science S.A. received a decision from a Nasdaq Hearings Panel granting an exception through June 29, 2026 to regain compliance with the stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1). The company reports that the bankruptcy of certain subsidiaries triggered loss-of-control derecognition events under IFRS, leading to estimated gains of approximately $91.0 million for Bioceres S.A., $5.2 million for Bioceres LLC, and $4.6 million for Theo I SCSp.
Together with recognition of intercompany assets and liabilities and conversion of certain preference shares into ordinary shares, these items increased Moolec’s stockholders’ equity. Based on this, Moolec believes it has regained compliance with Nasdaq’s equity standard and has notified Nasdaq, while stating it will continue taking actions to maintain ongoing listing compliance.
Positive
- None.
Negative
- None.
Insights
Nasdaq grants Moolec time and accounting gains boost equity.
Moolec Science S.A. secured a Nasdaq Hearings Panel exception through
The filing explains that bankruptcy proceedings for subsidiaries Bioceres S.A., Bioceres LLC, and Theo I SCSp caused loss of control under IFRS 10.25, triggering derecognition gains of about
The company has notified Nasdaq of its belief that it now meets the stockholders’ equity requirement and notes it will continue actions to maintain compliance with continued listing standards. The forward-looking statement language emphasizes that actual outcomes depend on business performance, regulatory and economic conditions, and other risks highlighted in Moolec’s Form 20-F and subsequent SEC reports.
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 22, 2026 | By: | /s/ Alejandro Antalich |
| Name: | Alejandro Antalich | |
| Title: | Chief Executive Officer | |
3
Exhibit 99.1
Moolec Science S.A. Receives Nasdaq Panel Exception Through June 29, 2026 to Regain Compliance with Stockholders’ Equity Requirement
Moolec Science S.A. (“Moolec” or the “Company”) today announced that it has received a decision from the Nasdaq Hearings Panel (the “Panel”) granting the Company 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.
Following bankruptcy proceedings of certain of Moolec’s subsidiaries as described below, Moolec has been able to recognize a gain related to the derecognition of such subsidiaries.
On December 26, 2025, Bioceres S.A. filed for bankruptcy before the competent courts. The commencement of the bankruptcy proceedings resulted in the transfer of decision-making authority and the Company’s loss of control over Bioceres S.A. As Bioceres LLC is a wholly owned subsidiary of Bioceres S.A., the Company simultaneously lost control over Bioceres LLC. Pursuant to IFRS 10.25, a loss of control constitutes a derecognition event. The related derecognition events have resulted in an estimated 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 filed for bankruptcy before the competent courts. The commencement of these proceedings likewise resulted in the transfer of decision-making authority and the Company’s loss of control over Theo I SCSp. In accordance with IFRS 10.25, this loss of control constitutes a derecognition event. The related derecognition events have resulted in an estimated gain of approximately $4.6 million.
The foregoing derecognition events, together with the recognition of intercompany assets and liabilities arising from the loss of control, which were previously eliminated in consolidation, and the conversion of certain preference shares held by a shareholder into ordinary shares, have increased Moolec’s stockholders’ equity.
Accordingly, the Company believes that it has regained compliance with the Stockholders’ Equity Requirement and has notified The Nasdaq Stock Market LLC. The Company continues to take all necessary actions to maintain compliance with Nasdaq’s continued listing requirements.
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 Moolec Science S.A. (MLEC) announce regarding its Nasdaq listing?
Moolec Science S.A. announced that a Nasdaq Hearings Panel granted an exception through June 29, 2026 for the company to demonstrate compliance with the stockholders’ equity requirement in Nasdaq Listing Rule 5550(b)(1). The company believes it has already regained compliance and has notified Nasdaq.
How did Moolec Science S.A. increase its stockholders’ equity?
Moolec’s stockholders’ equity increased through derecognition gains from losing control of subsidiaries that entered bankruptcy, recognition of intercompany assets and liabilities that were previously eliminated in consolidation, and the conversion of certain preference shares held by a shareholder into ordinary shares.
What gains did Moolec record from the loss of control of Bioceres entities?
After Bioceres S.A. filed for bankruptcy, Moolec lost control of Bioceres S.A. and its wholly owned subsidiary Bioceres LLC, leading to estimated derecognition gains of approximately $91.0 million for Bioceres S.A. and $5.2 million for Bioceres LLC, in line with IFRS 10.25.
What impact did the Theo I SCSp bankruptcy have on Moolec Science S.A.?
The bankruptcy filing of Theo I SCSp on December 31, 2025 led to Moolec’s loss of control over that entity. Under IFRS 10.25, this loss of control is a derecognition event, resulting in an estimated gain of approximately $4.6 million that contributed to higher stockholders’ equity.
Does Moolec Science S.A. currently believe it meets Nasdaq’s equity standard?
Yes. Moolec states that, as a result of the derecognition gains, recognition of intercompany items, and conversion of preference shares into ordinary shares, it believes it has regained compliance with Nasdaq’s stockholders’ equity requirement and has informed The Nasdaq Stock Market LLC.
What risks does Moolec highlight regarding its forward-looking statements?
Moolec notes that its forward-looking statements about regaining and maintaining Nasdaq compliance and its business performance are subject to significant risks and uncertainties, including regulatory changes, economic and competitive factors, costs of scaling its business, and other risks described under “Risk Factors” in its Form 20-F and other SEC filings.
