Moolec Received Nasdaq Staff Determination Letter

Rhea-AI Summary

Moolec Science SA (NASDAQ:MLEC) has received a Nasdaq Staff Determination Letter on March 11, 2025, indicating non-compliance with listing requirements as its stock price remained below $1.00 for over 30 consecutive business days since September 10, 2024. The company is not eligible for a second 180-day compliance period due to not meeting the $5,000,000 minimum stockholders' equity requirement.

On March 13, 2025, Moolec appealed the determination and plans to present a compliance strategy involving a reverse share split. The appeal temporarily halts any delisting actions. The Board of Directors has resolved to convene an extraordinary shareholders meeting to vote on the reverse share split. Without securing an extension from the Hearings Panel or achieving compliance, the company's ordinary shares and warrants face potential delisting from Nasdaq.

Positive

• Temporary stay of delisting due to appeal
• Board taking active steps with reverse split strategy

Negative

• Stock price consistently below $1.00 threshold
• Company fails to meet $5,000,000 minimum stockholders' equity requirement
• Risk of potential delisting from Nasdaq
• No guarantee of successful appeal or compliance extension

Insights

Financial Analyst

Moolec Science faces a critical regulatory challenge that threatens its Nasdaq listing status. The company has failed to maintain the minimum $1.00 share price requirement for an extended period and lacks sufficient stockholders' equity ($5 million minimum) to qualify for a second compliance period. This delisting risk represents a significant threat to MLEC's market access and liquidity.

The company has temporarily stayed the delisting through an appeal to a Nasdaq Hearings Panel, but this merely buys time rather than resolving the underlying issue. Management's proposed solution—a reverse stock split—is a purely technical maneuver that would artificially increase the share price without addressing the fundamental valuation concerns that led to the sub-$1 trading range.

For a microcap company with just $34.17 million market capitalization, maintaining Nasdaq listing is particularly important for institutional investor access and trading liquidity. Delisting would likely trigger forced selling from funds that can only hold Nasdaq-listed securities, potentially creating additional downward pressure.

Even if the reverse split receives shareholder approval and temporarily resolves the price compliance issue, the lack of sufficient stockholders' equity remains problematic and indicates deeper financial constraints. The company's inability to qualify for a second compliance period based on equity requirements suggests financial flexibility to address these challenges organically.

LUXEMBOURG, LU / ACCESS Newswire / March 17, 2025 / Moolec Science SA (NASDAQ:MLEC), a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg, having its registered office at 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés de Luxembourg) under registration number B268440 ("Moolec," the "Company," "we," "us" or "our") received a letter on March 11, 2025 (the "Determination Letter"), from the staff of the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that, as the closing bid price of its listed securities has remained at less than $1.00 per share over 30 consecutive business days as of September 10, 2024, and has not increased to $1.00 for more than 10 consecutive business days thereafter, the Company has not regained compliance with Nasdaq Listing Rule 5550(a)(2). Additionally, the Company is not eligible for a second 180-day compliance period, as it does not comply with the $5,000,000 minimum stockholders' equity initial listing requirement for The Nasdaq Capital Market. Unless the Company requests an appeal of this determination and requests a hearing before a Hearings Panel ("Hearings Panel") by March 18, 2025, the Company's ordinary shares and warrants will be scheduled for delisting from The Nasdaq Global Market at the opening of business on March 20, 2025, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the "SEC"), which will remove the Company's securities from listing on The Nasdaq Stock Market and registration under the Securities Exchange Act of 1934. The Determination Letter has no immediate effect on the listing of the Company's ordinary shares and warrants on The Nasdaq Capital Market.

On March 13, 2025, the Company appealed the Staff's determination to a Hearings Panel and intends to present its plan to regain and thereafter maintain compliance with Nasdaq Listing Rule 5550(a)(2) by executing a reverse share split. The appeal automatically stays any potential delisting and the filing of the Form 25-NSE pending the later hearing and decision of the Hearings Panel. However, there is no assurance that the Company will secure an extension period from the Hearings Panel to achieve compliance, or, if granted, that it will meet the necessary criteria within the extension period.

On March 14, 2025, the Company's Board of Directors resolved to convene as soon as practicable an extraordinary shareholders meeting to consider and vote on the reverse share split. The Company is committed to implementing all required steps to comply with Nasdaq Listing Rule 5550(a)(2) and is in close contact with the Staff in connection with the foregoing. Additionally, on the same date, the Company filed a Form 6-K under File Number 001-41586.

Forward-Looking Statements

This press release contains "forward-looking statements." Forward-looking statements may be identified by the use of words such as "forecast," "intend," "seek," "target," "anticipate," "believe," "expect," "estimate," "plan," "outlook," and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements with respect to performance, prospects, revenues, and other aspects of the business of Moolec are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Although we believe that we have a reasonable basis for each forward-looking statement contained in this press release, we caution you that these statements are based on a combination of facts and factors, about which we cannot be certain. We cannot assure you that the forward-looking statements in this press release will prove accurate. These forward-looking statements are subject to a number of significant risks and uncertainties that could cause actual results to differ materially from expected results, including, among others, changes in applicable laws or regulations, the possibility that Moolec may be adversely affected by economic, business and/or other competitive factors, costs related to the scaling up of Moolec's business and other risks and uncertainties, including those included under the header "Risk Factors" in Moolec's Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission ("SEC"), as well as Moolec's other filings with the SEC. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Accordingly, you should not put undue reliance on these statements.

Contact Information

Press & Media
comms@moolecscience.com

Investor Relations
ir@moolecscience.com

Related Files

Moolec Received Nasdaq Staff Determination Letter

SOURCE: Moolec Science SA

View the original press release on ACCESS Newswire

FAQ

Why is Moolec (MLEC) facing potential delisting from Nasdaq?

MLEC faces delisting because its stock price stayed below $1.00 for over 30 consecutive business days and doesn't meet the $5,000,000 minimum stockholders' equity requirement.

What is Moolec's (MLEC) plan to maintain Nasdaq listing?

MLEC plans to execute a reverse share split and has appealed to the Hearings Panel, with an extraordinary shareholders meeting to be convened for voting on this action.

When did MLEC receive the Nasdaq delisting notice?

Moolec received the Nasdaq Staff Determination Letter on March 11, 2025.

What happens to MLEC stock if the company fails to regain compliance?

If MLEC fails to secure an extension or regain compliance, its shares and warrants will be delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934.