BIOX

Business Context and Reporting Period

Company: Bioceres Crop Solutions Corp.
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Date: June 18, 2025
Subject: Entry into amendments for outstanding secured guaranteed convertible notes and non-convertible notes issued in August 2022. The amendments address alleged defaults and modify economic terms, covenants, and board composition.

Key Financial Metrics and Debt Structure

The filing details significant restructuring of the Company's debt obligations. No revenue, profit, or cash flow data is provided in this specific filing.

Convertible Notes (Jasper Lake Ventures One LLC, Redwood Enhanced Income Corp., Liminality Partners LP)

• Principal Amount: Increased from $61,652,927 to $67,868,227.
• Maturity Date: Extended to August 31, 2027.
• Interest Rate: 15% annual (5% cash, 10% payable in kind).
• Conversion Terms: Strike price reduced to $6 per share. Conversion rights exercisable after September 30, 2025, unless a Change of Control occurs.
• Prepayment Penalties: 5% if repaid on/before August 31, 2025; 7% in September 2025; Equity Option Fee thereafter.

Non-Convertible Notes (Solel-Bioceres SPV, L.P.)

• Principal Amount: Increased from $26,437,485 to $29,081,233.
• Interest Rate: 19% annual (14% cash, 5% payable in kind).
• Amortization: Required monthly payment of $1,000,000.
• Prepayment Penalties: 5% if repaid on/before August 5, 2025; 10% thereafter.

Financial Covenants (Both Note Types)

Material Changes Versus Prior Period

• Debt Increase: Total principal debt increased by approximately $11.8 million across both note types due to accrued interest and amendments.
• Default Waiver: Note holders waived alleged defaults previously asserted by the Company.
• Board Composition: Three directors (Gloria Montaron Estrada, Enrique Lopez Lecube, Keith McGovern) were replaced by Milen Marinov, Noah Kolatch, and Scott Crocco, nominated by Convertible Note holders. The Company agreed to continue nominating these individuals (or replacements) for additional terms while the notes remain outstanding.
• Covenant Reset: Financial covenants were reset to the specific leverage and coverage ratios listed above, replacing prior terms.

Guidance, Outlook, Risks, and Contingencies

Management Commentary: The filing contains no specific operational guidance or revenue outlook. It focuses solely on the debt restructuring mechanics.

Risks and Contingencies:

• Forward-Looking Statements: The filing includes standard disclaimers that actual results may differ materially from expectations due to risks described in the Company's "Risk Factors" sections in other SEC filings.
• Conversion Reset: If the Company raises more than $10,000,000 in common equity, the Convertible Notes strike price will reset to the lesser of the current $6 strike or the new issuance price.
• Liquidity Pressure: The Non-Convertible Notes require mandatory monthly amortization of $1,000,000, creating a recurring cash outflow obligation.

Important Facts for Investor Verification

• Verify the Company's current cash position to ensure it can meet the $1,000,000 monthly amortization on Non-Convertible Notes and the 5% cash interest on Convertible Notes.
• Confirm the Company's compliance with the new Consolidated Total Net Leverage Ratio (5.00:1) and Interest Coverage Ratio (1.50:1) for the quarter ended June 30, 2025.
• Assess the impact of the board composition change, where three new directors are nominated by debt holders, on future strategic decisions.
• Monitor any potential equity raises exceeding $10 million, which would trigger a reset of the Convertible Notes strike price.
• Review the full text of the Amendments (Exhibits 99.1 and 99.2) for detailed definitions of "Change of Control" and "Equity Option Fee."