Moolec Science SA shareholders approved the company’s voluntary winding-up and appointment of Joint Voluntary Liquidators at an Extraordinary General Meeting on October 20, 2026, with 98.4% of votes cast in favor of the resolutions. In connection with the liquidation and appointment, Chief Executive Officer Alejandro Antalich and Chief Financial Officer Valeria Falottico resigned, with both resignations set to take effect immediately after submission of the report. After the liquidators were appointed, management and affairs transferred to them, and the executive powers of the company’s officers were effectively displaced.
At the October 20, 2026 meeting, Moolec Science SA (MLEC) shareholders approved voluntary winding up and the appointment of Cassandra Ronaldson and Amiel Gottlieb of Interpath (Cayman) Limited as joint voluntary liquidators. Approximately 98.4% of votes cast supported winding up and the liquidator appointment, and approximately 99% supported the other resolutions; shares representing 67.686% of shares entitled to vote were represented. The liquidators may retain books and records for five years after dissolution.
Moolec dismissed Price Waterhouse & Co. S.R.L. (PwC) effective October 21, 2026, after its Audit Committee determined continued engagement was no longer necessary. Moolec reported no disagreements with PwC during the two most recent fiscal years and subsequent interim period through October 21, 2026. The only reportable event was a previously disclosed material weakness involving timely purchase-price allocation in business-combination accounting. The audit report for the year ended June 30, 2025 included an explanatory paragraph indicating substantial doubt about Moolec’s ability to continue as a going concern, related to loss of control over Bioceres Crop Solutions Corp. on June 24, 2025 and subsequent restrictions and limited access to financing for Moolec and related entities.
Moolec Science SA is asking shareholders to approve the Company’s voluntary winding up at a virtual extraordinary general meeting on October 20, 2026, and the appointment of Cassandra Ronaldson and Amiel Gottlieb of Interpath (Cayman) Limited as Joint Voluntary Liquidators. The proposals also cover the liquidators’ remuneration, retention of Company books and records for five years after dissolution, and authority to adjourn the meeting if needed to solicit more proxies. Their remuneration would be based on an engagement letter dated October 6, 2026, plus properly incurred expenses and disbursements.
The winding-up resolution is a special resolution; the other proposals are ordinary resolutions. Registered shareholders as of October 2, 2026 may vote, and completed proxies are due October 16, 2026, at 11:59 p.m. EDT. The board recommends voting “for” all proposals.
Moolec Science SA (MLEC) reports that its liquidity position has worsened and that there is now significantly increased material uncertainty about its ability to satisfy obligations as they come due and to continue as a going concern. The company previously had positive shareholders’ equity as of December 31, 2025, but negative working capital and a disclosed need for additional funding.
Management has undertaken operational and financial restructuring, including cost reductions, organizational streamlining and working-capital controls, and operations have continued to generate revenue and operating cash receipts. However, prior financial support from certain shareholders and related parties is no longer available, forcing Moolec to seek replacement financing or other liquidity. The company also discloses that a winding-up petition in the Cayman Islands relating to an approximately $2.3 million alleged debt is disputed in its entirety and has adversely affected efforts to secure new financing, further heightening going-concern risk.
Moolec Science SA reports that it has regained compliance with all Nasdaq Capital Market continued listing requirements. A Nasdaq Hearings Panel confirmed that the company now meets rules on timely financial reporting, minimum bid price, and minimum stockholders’ equity that were previously cited as deficiencies.
The Panel has imposed a one-year discretionary monitoring period, and Moolec will also be under a mandatory panel monitor for one year relating to its financial reporting and stockholders’ equity requirements. The company plans to keep monitoring its status but cautions there is no assurance it will maintain compliance in the future.
Moolec Science SA reported the results of its virtual annual general meeting of shareholders held on May 13, 2026. Shareholders representing 1,482,096 ordinary shares out of 2,080,437 entitled to vote, or 71.240%, were present, satisfying quorum requirements.
Investors approved the consolidated financial statements for the financial year ended June 30, 2025. They also re-elected directors Diego Abelleyra Llodra, Oscar Leon Bentancor, Romualdo Varela, and Daniel Core for terms lasting until the next annual general meeting or until successors are appointed.
Shareholders further approved the re-appointment of Price Waterhouse & Co. S.R.L. as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026. All three resolutions passed as ordinary resolutions by more than a simple majority of votes cast.
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.
Moolec Science filed a Form 6-K to share the notice of its virtual Annual General Meeting of shareholders. The AGM will be held on May 13, 2026 at 9:00 a.m. Eastern Time.
Shareholders will vote on three proposals: approval of the consolidated financial statements for the year ended June 30, 2025, re-election of four directors (Daniel Core, Diego Abelleyra Llodra, Oscar Leon Bentancor and Romualdo Varela), and re-appointment of Price Waterhouse & Co. S.R.L. as independent registered public accounting firm for the fiscal year ending June 30, 2026.
Holders of shares as of the April 6, 2026 record date are eligible to vote, primarily by submitting proxies by May 11, 2026 at 11:59 p.m. Eastern time. The meeting will be conducted virtually via a dedicated hosting page with telephone listen-only access.
Moolec Science SA director Daniel Joaquin Core filed a Form 3 reporting existing equity awards rather than any new share purchases or sales. He reports direct holdings of options over 934 ordinary shares at an exercise price of $7.14 expiring on June 30, 2031, plus separate option holdings over 933 shares expiring on June 30, 2032 and another 933 shares expiring on June 30, 2033.