Moolec Science SA

Moolec Science SA has announced an Extraordinary General Meeting (EGM) to be held virtually on October 20, 2026. The main purpose of the EGM is to consider and vote on the voluntary winding up of the Company. Shareholders will also vote on the appointment of Joint Voluntary Liquidators, the retention of company records for five years post-dissolution, and the potential adjournment of the meeting. The board of directors recommends voting in favor of all proposals.

Moolec Science SA announced it received a winding up petition from Linklaters LLP on July 8, 2026, seeking the company's winding up and the appointment of joint liquidators. The petition is based on an alleged debt of approximately USD 2.3 million in legal fees, which Moolec disputes, stating it relates to services engaged by former management before the June 16, 2025 business combination. The company intends to vigorously contest the petition, which has a hearing scheduled for November 3, 2026, and has also impacted the issuance of the Returning Holdback Amount to shareholders.

Moolec Science SA held its Annual General Meeting (AGM) on May 13, 2026, where 71.240% of the ordinary shares entitled to vote were represented, establishing a quorum. Shareholders approved all three proposals presented during the meeting. These included the approval of the consolidated financial statements for the fiscal year ended June 30, 2025, the re-election of four directors, and the re-appointment of Price Waterhouse & Co. S.R.L. as the independent registered public accounting firm for the fiscal year ending June 30, 2026.

Moolec Science SA reported a significant profit of $92.0 million for the six-month period ended December 31, 2025, primarily driven by a $129.3 million gain from the deconsolidation of its subsidiaries, Bioceres S.A. and Bioceres LLC, following their bankruptcy proceedings. These events, alongside a business combination with Bioceres Group, Nutrecon, and Gentle Tech, have fundamentally altered the company's operational scope and financial position. Despite the reported profit, the company faces a negative working capital position and significant liquidity challenges, raising material uncertainty about its ability to continue as a going concern, though a $6 million credit line has been secured from a major shareholder.

Moolec Science SA announced it has regained compliance with all Nasdaq Capital Market continued listing requirements, specifically the minimum stockholders' equity requirement. The company reported stockholders' equity of approximately $15.2 million as of March 31, 2026, up from $11.3 million as of December 31, 2025. This was achieved partly through the partial conversion of preference shares totaling $5.473 million into ordinary shares, with an additional $4.0 million expected to be converted within the next 12 months.