Moolec Science SA reported the initial holdings of its General Counsel, Gloria Montaron Estrada, in a Form 3. She directly holds 1,909 ordinary shares of the company as of the reported date, and the filing does not record any new share purchases or sales.
Moolec Science SA reported changes to its Board of Directors. Daniel Core has been appointed to the Board, effective February 25, 2025, and will also serve on the Audit Committee and the Compensation Committee. On the same date, directors Aimar Dimo and Gloria Montaron Estrada resigned from the Board. The company thanked both departing directors for their service. Moolec Science focuses on engineering plants and microbes to produce scalable protein ingredients for the global food system and is listed on Nasdaq under the ticker MLEC.
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.
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.
Moolec Science SA completed corporate restructuring and a major acquisition combining several agtech entities while disclosing significant financing stress.
The company implemented a 10-for-1 reverse stock split and redomiciled from Luxembourg to the Cayman Islands, with fractional shares rounded up and all per-share data adjusted for the Consolidation Ratio. On June 16, 2025 Moolec closed a Business Combination that made it legal parent of Bioceres Group, Gentle Tech and Nutrecon; the EGM had 77% attendance and the transaction received 98% of votes cast. IFRS 3 treats Bioceres Group Limited as the accounting acquirer.
Post-closing amendments to secured notes for Bioceres Crop Solutions led to loss of de facto control and deconsolidation; the leverage covenant was revised to 5x and maturity extended to August 31, 2027. Bioceres S.A. initiated a debt restructuring for $36.4 million and Bioceres LLC received a $69.5 million default notice and auction of 3,062,500 pledged BIOX shares. Management cites a material uncertainty about the Group’s ability to continue as a going concern and describes plans to restructure debt, seek investor financing and operate a Restructuring Committee.