20-F: Moolec Science Faces Going Concern Doubts Amidst Financial Distress

Moolec Science SA reported substantial doubt about its ability to continue as a going concern, with significant operating losses and negative working capital for the fiscal year ended June 30, 2025.

Summary

• Moolec Science SA completed a business combination on June 16, 2025, acquiring Bioceres Group, Nutrecon LLC, and Gentle Technologies Corp., integrating agricultural biologicals, nutritional solutions, and emerging technology ventures.
• The company underwent a ten-to-one reverse stock split on May 14, 2025, and redomiciled from Luxembourg to the Cayman Islands on May 22, 2025.
• Bioceres Crop Solutions Corp. (BIOX) was deconsolidated on June 18, 2025, following a breach of debt covenants and subsequent amendment with secured noteholders, leading to a loss of de facto control. The effects of losing control over BIOX represent substantially all of Moolec's business.
• Bioceres S.A. defaulted on $36.4 million of financial debt in June 2025 and initiated a debt restructuring process.
• Bioceres LLC received a notice of default on $69.5 million of financial debt in July 2025, leading to a public auction of pledged BIOX shares. The current debt for Bioceres LLC amounts to $58.0 million as of June 30, 2025.
• Moolec reported a net loss of $176.6 million for the year ended June 30, 2025, compared to a net loss of $29.1 million in FY2024.
• Operating losses amounted to $104.2 million for FY2025, a significant increase from an operating profit of $19.3 million in FY2024.
• The company had a negative working capital of $204.9 million and a shareholders' deficit of $82.9 million as of June 30, 2025.
• Management has initiated voluntary bankruptcy proceedings for Theo I SCSp (expected gain of $9.5 million) and Bioceres S.A. and Bioceres LLC (expected gains of $91.0 million and $5.3 million, respectively) subsequent to the reporting date.
• The GLASO safflower campaign successfully expanded to 1,100 acres, yielding ~2,200 lb/acre (57% year-over-year increase), demonstrating commercial-scale execution and uncovering early demand in the U.S. nutrition and supplements market.
• Synbio Powerlabs completed construction of a precision fermentation pilot facility in Finland and secured a binding commercial agreement with a cultivated meat company to scale production from 400 L to 10,000 L.
• ValoraSoy, a subsidiary, generated recurring commercial activity with sales of approximately 8,113 tons of products in FY2025, a 5% year-over-year increase.
• Moolec received a Nasdaq Determination Letter on November 14, 2025, regarding its share price falling below $1.00 and a letter on November 24, 2025, for not timely filing its Annual Report on Form 20-F. Appeals have been submitted, staying the delisting effect.
• Shareholders approved a 15-for-1 reverse stock split on December 16, 2025, effective around January 5, 2026, to regain Nasdaq compliance.

Sentiment

Score: 2

Explanation: The company faces severe financial distress, including a going concern warning, significant losses, negative working capital, and debt defaults by key subsidiaries. While there are some positive operational developments and plans to address financial issues, the overall financial health and immediate challenges (like Nasdaq delisting threats) are highly concerning.

Positives

• GLASO safflower platform achieved a significant operational milestone with a successful U.S. campaign covering 1,100 acres and delivering an average yield of ~2,200 lb/acre, a 57% year-over-year increase.
• The GLASO campaign validated large-scale value-chain operations, maintaining traceability, quality, and cost discipline, and identified early demand from wellness and performance brands in the U.S. nutrition and supplements market.
• Synbio Powerlabs completed construction of a precision fermentation pilot facility in Finland, co-financed by the European Union and Business Finland, equipped with bioreactors from 50 L to 27,000 L.
• Synbio Powerlabs secured a binding commercial agreement with a cultivated meat company to scale production from 400 L to 10,000 L, validating its technical capabilities and revenue potential.
• ValoraSoy, the value-added soy ingredients platform, generated recurring commercial activity with sales of approximately 8,113 tons of products in FY2025, a 5% year-over-year increase, and is prioritizing operational discipline and cost optimization.
• The USPTO issued a patent for the Piggy Sooy technology in July 2025, granting exclusivity over soybean plants producing porcine myoglobin and related food applications.
• Management has plans to address the financial situation, including expected gains from the derecognition of Theo I SCSp ($9.5 million), Bioceres S.A. ($91.0 million), and Bioceres LLC ($5.3 million) through voluntary bankruptcy proceedings.

Negatives

• Moolec Science SA has a material uncertainty regarding its ability to continue as a going concern due to insufficient financial resources and potential continued operational losses.
• The company reported a net loss of $176.6 million for the year ended June 30, 2025, a significant increase from $29.1 million in the prior year.
• Operating losses amounted to $104.2 million for FY2025, compared to an operating profit of $19.3 million in FY2024.
• As of June 30, 2025, the company had a negative working capital of $204.9 million and a shareholders' deficit of $82.9 million.
• Bioceres Crop Solutions Corp. (BIOX) was deconsolidated due to a breach of debt covenants and subsequent amendment with secured noteholders, leading to a loss of de facto control. The effects of this loss represent substantially all of Moolec's business.
• Bioceres S.A. defaulted on $36.4 million of financial debt in June 2025 and initiated a debt restructuring process.
• Bioceres LLC received a notice of default on $69.5 million of financial debt in July 2025, leading to a public auction of pledged BIOX shares.
• Access to financing for Bioceres S.A., Bioceres LLC, Bioceres Group Limited, and Moolec Science SA has been restricted or limited following the loss of control over BIOX.
• Moolec received a Nasdaq Determination Letter on November 14, 2025, for its share price falling below $1.00 and a letter on November 24, 2025, for not timely filing its Annual Report on Form 20-F, indicating non-compliance with listing rules.
• The company faces a legal dispute with INVIM Corporativo S.L. over an alleged failure to pay a $13 million assignment price, which could have a material adverse effect if INVIM prevails.

Risks

• Substantial doubt about the ability to continue as a going concern due to negative working capital ($204.9 million), shareholders' deficit ($82.9 million), and recurring operating losses ($104.2 million).
• Inability to secure additional capital on acceptable terms, or at all, which may force delays, limits, reductions, or termination of product manufacturing, development, and other operations.
• Defaults by Bioceres S.A. ($36.4 million) and Bioceres LLC ($69.5 million) on financial debt, potentially affecting the Group's financial condition, credit access, and reputation.
• Loss of de facto control over Bioceres Crop Solutions Corp. (BIOX) and its deconsolidation, which represents substantially all of the company's business, restricting access to previous financing.
• Potential delisting from Nasdaq due to failure to maintain minimum bid price ($1.00) and timely filing of the Annual Report on Form 20-F, leading to reduced liquidity and trading volume.
• Difficulties in implementing inorganic growth strategy and integrating acquired operations (e.g., Bioceres Group, Nutrecon, Gentle Tech), potentially disrupting current operations and failing to achieve intended benefits or synergies.
• Reliance on the success of exclusive license granted to BIOX for HB4 technology business, with risks of delayed or failed royalty payments.
• Potential adverse outcome from the dispute with INVIM Corporativo S.L. regarding an alleged $13 million breach, which could result in substantial damages, legal costs, and reputational harm.
• Price increases and shortages of raw materials (e.g., soybean) could adversely affect results of operations, especially if unable to pass on costs to customers.
• Failure to accurately forecast and manage inventory could lead to shortfalls or surpluses, harming business and potentially resulting in inventory write-offs.
• Future revenue depends on the success of technologies (extrusion, fermentation, molecular farming), which have limited performance data and uncertain development assumptions.
• Significant amount of indebtedness ($248.0 million as of June 30, 2025, with 92% current) and potential difficulty in servicing these obligations.
• Dilution to shareholders from the conversion of convertible notes, preference shares, and warrants, and issuance of shares under the share option plan.
• Challenges in developing a customer base for fermentation and molecular farming-derived products, and failure to expand that base could adversely affect sales and profitability.
• Significant competition from companies with substantially greater financial, technical, and other resources in the science-based food ingredients industry.
• Commercialization challenges from public perceptions of genetically modified organisms (GMOs) and ethical, legal, environmental, health, and social concerns.
• Vulnerability to disruptions caused by natural disasters, climatic variations, disease, pests, or vandalism due to concentrated business activities in limited locations.
• Failure of genetically engineered plants or strains to express or produce a sufficient yield of targeted animal protein, ingredient, or function, delaying market entry or affecting competitiveness.
• Inability to attract, train, and retain qualified employees, hindering growth and successful operations.
• Food safety and food-borne illness incidents or product mislabeling could lead to lawsuits, recalls, regulatory actions, increased costs, and reduced demand.
• Limited brand awareness and potential failure to develop technology, products, or brand could adversely affect prospects.
• Reliance on information-technology systems exposes the company to operational risks, failures, or cyber-attacks, which could impair business and lead to legal claims or reputational damage.
• Exposure to anti-corruption and anti-money laundering laws, with non-compliance potentially resulting in civil or criminal liability.
• Disruptions in the global economy, including high rates of inflation, geopolitical conflicts (Israel/Palestine, Ukraine), and pandemics, may adversely affect business, results, and financial condition.
• Adverse economic and political conditions in Latin America, particularly Argentina (inflation, currency devaluation, government controls), could impact operations and financial results.
• Industry-specific risks in agricultural, nutraceutical, and food ingredient sectors, including commodity price changes, product safety, and shifting consumer preferences.
• Intellectual property risks, including inadequate protection, potential infringement by or against third parties, and inability to acquire or license necessary IP rights.
• Evolving and uncertain regulatory environments in the U.S. and internationally for biotechnology products, potentially increasing costs and delaying product launches.
• Increased costs and management time associated with operating as a public company, with limited prior experience in public company management.
• Lack of independent underwriter review in the de-SPAC business combination, potentially leading to a heightened risk of incorrect business valuation.
• Resignation of Nomura as exclusive financial advisor, which may indicate unwillingness to be associated with SEC disclosures or underlying business analysis.

Future Outlook

Management plans to address the Group's financial situation by focusing on improving operational efficiency, cost reductions, and securing additional capital. They expect certain shareholders and/or investors to continue or commence providing new financing lines. The company will continue to monitor the progress of voluntary bankruptcy and liquidation proceedings for Theo I SCSp, Bioceres S.A., and Bioceres LLC. The outlook for upcoming agricultural campaigns in Argentina remains positive, based on expectations of a more favorable macroeconomic environment and normalized climatic conditions. The company intends to continue closely monitoring its Nasdaq listing compliance and evaluating actions to cure deficiencies, including the approved reverse stock split.

Management Comments

• Management plans to continue to focus on improving operational efficiency and cost reductions to improve working capital.
• Management expects that certain shareholders and/or investors will continue or commence to provide new financing lines.
• Management views the commercial agreement with a cultivated meat company as an important validation of Synbio Powerlabs' technical capabilities, execution readiness, and potential to support revenue-generating pilot-to-commercial transition activities.
• Management continues to emphasize disciplined, execution-led platform scaling, aligning capital expenditure with demonstrated agronomic performance and market pull for GLASO.
• Management believes that the dual-engine platform (molecular farming and precision fermentation) positions the company to achieve lower unit costs at scale compared to both conventional animal inputs and certain alternative protein technologies.

Industry Context

The global food, feed, and ingredient industries are undergoing a structural transformation driven by consumer demand for health, sustainability, ethical sourcing, and convenience, alongside corporate and regulatory commitments to decarbonization and supply-chain resilience. This shift accelerates demand for scalable alternatives to traditional animal-based inputs. Moolec's dual-engine platform, combining molecular farming and precision fermentation, is positioned to meet this transition by delivering animal-like functionality with plant-based efficiency, scalability, and traceability. The company operates in competitive markets with established ingredient suppliers and emerging alternative protein developers, where differentiation depends on functionality, price, traceable supply, regulatory execution, and scalable manufacturing across multiple biological routes.

Comparison to Industry Standards

• The GLASO safflower oil technology enables a GLA concentration up to three times higher than other standard sources like borage oil (20-22% GLA) and evening primrose oil (9-12% GLA), positioning it for differentiation in high-value specialty oils.
• Mycofood, a fungal-based protein, has a Protein Digestibility-Corrected Amino Acid Score (PDCAAS) of 0.92, comparable to beef (0.91) and soy (0.91), indicating competitive nutritional quality.
• Moolec's approach of expressing animal proteins in plants aims to enhance functionality in plantand seed-based formulations, addressing a key challenge in the alternative protein sector where traditional plant proteins have historically underperformed in taste and texture compared to animal-based products.
• The company competes with molecular farming peers (e.g., AlpineBio, Finally Foods, IngredientWerks Inc., Kyomei, Miruku Limited, Mooza Foods, NewMoo, PoLoPo Inc.), fungal/microbial alternative protein companies (e.g., Marlow Foods, ENOUGH, The Better Meat Co., Natures Fynd, Meati Foods, MycoTechnology), and traditional ingredient suppliers (e.g., Givaudan Group, International Flavors & Fragrances, DSM-Firmenich, Novonesis). Many competitors have greater financial and technical resources, longer operating histories, or broader commercial footprints.

Management Changes

Corporate Governance

Legal Proceedings

• On October 2, 2025, the company received a notice of alleged breach from INVIM Corporativo S.L. regarding the alleged failure to pay an assignment price of $13 million under an Assignment and Assumption Agreement dated May 27, 2025. The company has rejected the assertion and intends to vigorously defend its position.
• In June 2025, Bioceres S.A. defaulted on a portion of its financial debt ($36.4 million) and initiated a debt restructuring process.
• In July 2025, Bioceres LLC received a notice of default on its financial debt ($69.5 million), leading to a public auction of pledged BIOX shares. Management has responded, reserving all rights, remedies, and defenses.
• On November 28, 2025, Theo I SCSp received a conditional payment order from a district court in Luxembourg, leading to the engagement of legal advisors to assist with its declaration of bankruptcy.
• On December 16, 2025, the Board of Directors of Bioceres S.A. formally approved the initiation of voluntary bankruptcy proceedings, which will also lead to the loss of control over Bioceres LLC.

Related Party Transactions

• Moolec Science issued convertible notes to INVIM Corporativo S.L. for $10 million on October 15, 2023, which is currently under review as part of an ongoing restructuring process.
• Moolec Science issued a convertible note to Farmers for $940,000 on December 4, 2023, which is also under review.
• Moolec Science issued a convertible note to BIOX for approximately $6.6 million on September 17, 2024, in relation to HB4 soy delivered, currently under review.
• Bioceres Group issued convertible preference shares to Agriculture Investment Group Corp for $15 million on December 9, 2024, convertible into Ordinary Shares of Moolec.
• An exclusive technology access license agreement with Bioceres for HB4 technology, entered into on June 29, 2024, was early terminated effective September 5, 2025.
• Agrality S.A. and Bioceres Tech Services LLC (a subsidiary of Bioceres Group Limited) entered into a debt restructuring agreement for $790,475.18 on August 14, 2025.
• Rizobacter Argentina S.A. (a subsidiary) had a loan agreement with Bioceres LLC (a subsidiary of Bioceres S.A.) for $2,089,297, which matured on June 30, 2025, with an outstanding balance of $134,715.
• Bioceres S.A. entered into Office Services Agreements with BIOX and Agrality S.A., where each company pays a monthly fee for services.
• Moolec Science entered into indemnification agreements with each of its directors and executive officers.
• At the closing of the Business Combination, Moolec withheld 10% of the shares issued (approximately 0.7 million ordinary shares to Bioceres Group, 50,000 to Nutrecon, and 14,750 to Gentle Tech) as 'Holdback shares' to secure potential indemnification obligations, to be released on the first anniversary of the closing date.

Stakeholder Impact

• Shareholders face significant risk of investment loss due to the substantial doubt about the company's ability to continue as a going concern, recurring losses, and negative equity.
• Shareholders will experience dilution from the recent reverse stock split (15-for-1) and potential future conversions of notes, preference shares, and warrants.
• Shareholders are exposed to potential delisting from Nasdaq, which would severely impact liquidity and market price.
• Creditors of Bioceres S.A. and Bioceres LLC face uncertainty and potential losses due to debt defaults and bankruptcy proceedings.
• Employees may face job insecurity due to the company's financial restructuring and operational optimization, as evidenced by a decrease in total employees from 103 to 72 as of October 31, 2025.
• Customers and suppliers may experience disruptions or changes in relationships due to the company's financial instability and strategic shifts, including the deconsolidation of BIOX and debt restructuring efforts.
• The company's ability to attract and retain skilled personnel may be impacted by its financial challenges and public company status.

Next Steps

• Management will continue to focus on improving operational efficiency and cost reductions.
• Management will seek to secure additional capital to meet obligations and implement its business plan.
• The Group will continue to monitor the progress of the voluntary bankruptcy and liquidation proceedings for Theo I SCSp, Bioceres S.A., and Bioceres LLC.
• The company intends to continue closely monitoring the closing bid price for its Ordinary Shares and evaluating and executing all appropriate actions to cure the Nasdaq listing deficiency.
• The approved 15-for-1 reverse stock split is expected to be effective around January 5, 2026, to help regain Nasdaq compliance.
• The company will continue to defend its position vigorously in the alleged breach dispute with INVIM Corporativo S.L.

Key Dates

Recommendation

The filing presents a dire financial situation for Moolec Science SA, with substantial doubt about its ability to continue as a going concern, recurring and significantly increased operating losses, and a large negative working capital and shareholders' deficit. The deconsolidation of BIOX, which represented substantially all of the company's business, is a major blow, severely restricting access to financing. Furthermore, key subsidiaries have defaulted on significant debt, leading to bankruptcy proceedings. The company is also facing Nasdaq delisting threats for both low share price and late filing of its annual report. While there are some positive operational developments and plans to raise capital, the magnitude of the financial challenges and the high uncertainty surrounding their resolution make the stock a strong sell. The risk of total loss of investment is exceptionally high.

Keywords

Molecular Farming, Precision Fermentation, Alternative Proteins, Food-Tech, Biotechnology, GLASO, Piggy Sooy, HB4 Technology, Synbio Powerlabs, ValoraSoy, SEC Filing, Going Concern, Nasdaq Delisting, Reverse Stock Split, Debt Default, Agricultural Inputs, Crop Solutions, Financial Distress, Cayman Islands, Argentina