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Moolec Science SA (NASDAQ:MLEC) reported a series of significant corporate actions in a recent SEC filing, including the completion of a business combination, a reverse stock split, and ongoing debt restructuring efforts within its group entities.
According to a statement released Monday, Moolec Science completed a ten-to-one reverse stock split of its ordinary shares on May 14, consolidating every ten shares into one with a new par value of $0.10 per share. No fractional shares were issued, and any resulting fractions were rounded up to the nearest whole share. The company subsequently changed its jurisdiction from Luxembourg to the Cayman Islands on May 22, with all shares becoming Moolec Science (Cayman Islands) shares of the same par value.
On June 16, Moolec shareholders ratified a business combination agreement with Bioceres Group Limited, Gentle Technologies Corp, and Nutrecon LLC. The agreement resulted in Moolec becoming the legal parent company of the combined group, which now includes Bioceres Group, Gentle Tech, and Nutrecon. The transaction was approved by 98% of votes cast at the extraordinary general meeting, with 77% of outstanding shares present.
The filing also details changes in the governance of Bioceres Crop Solutions Corp. (NYSE:NASDAQ:BIOX), previously controlled by Bioceres Group Limited. On June 18, Bioceres Crop Solutions amended its secured notes, with creditors waiving certain covenant breaches and extending the debt maturity to August 31, 2027. This amendment led to a change in board composition and the loss of de facto control by Bioceres Group Limited, resulting in the deconsolidation of Bioceres Crop Solutions from the group’s financial statements.
The report notes that Bioceres S.A., an Argentine subsidiary, defaulted on a portion of its financial debt in June 2025 and has initiated a restructuring process for $36.4 million in obligations. In July, Bioceres LLC received a notice of default on $69.5 million in debt, leading to a public auction of pledged BIOX shares. The filing states that these defaults do not trigger cross-defaults on other group debts.
The company disclosed that there is material uncertainty regarding the ability of Moolec Science and its group to continue as a going concern, citing insufficient financial resources to meet obligations without additional capital or restructuring. Management has established a restructuring committee and is seeking new financing lines. The information is based on a press release statement filed with the SEC.
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