UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rules 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the month of October 2025
Commission File Number: 001-38836
BIOCERES CROP SOLUTIONS CORP.
(Translation of registrant’s name into English)
Ocampo 210 bis, Predio CCT, Rosario
Province of Santa Fe, Argentina
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
EXPLANATORY NOTE
This Form 6-K, other than the third paragraph above and Exhibits 99.1 and 99.2, is incorporated by reference into the Company’s registration statement on Form F-3 (Registration No. 333-284195), Form S-8 (Registration Nos. 333-271941 and 333-266333).
Resignation of Board Member
Bioceres Crop Solutions Corp. (the “Company”) informs that, effective September 30, 2025, Noah Kolatch resigned as a member of the board of directors (the “Board”) of the Company, in connection with the delivery of the reservation of rights letter delivered to the Company by Jasper Lake, through counsel, dated September 25, 2025 (the “Kramer Letter”), a copy of which is filed herewith as Exhibit 99.1.
In response to the Kramer Letter, the Company delivered a reservation of rights letter to Jasper Lake on September 30, 2025, disputing that any Events of Default have occurred under the Note Purchase Agreements and reinforcing that it is in the best interest of the Company and all of its stakeholders to engage in a productive dialogue with Jasper Lake to address any legitimate concern it may have, a copy of which is filed herewith as Exhibit 99.2.
The Company is committed to maintaining its focus on improving its commercial and financial performance and delivering innovative solutions to the agricultural market.
Exhibit List
| Exhibit No. | Description | |
| 99.1 | Jasper Lake letter to the Company, delivered on September 25, 2025. | |
| 99.2 | Company letter to Jasper Lake, delivered on September 30, 2025. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BIOCERES CROP SOLUTIONS CORP. | ||
| (Registrant) | ||
| Dated: October 1, 2025 | By: | /s/ Federico Trucco |
| Name: | Federico Trucco | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
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_________________________________________
_________________________________
September 25, 2025
Via E-mail
Bioceres Crop Solutions Corp.
c/o RASA Holding LLC
1209 Orange St.
Wilmington, DE 19801
Attention: _________________________________
E-mail: _________________________________
Re: Reservation of Rights
Ladies and Gentlemen:
As you know, we are counsel to Jasper Lake Ventures One LLC (“Jasper Lake”) in its capacity as a Purchaser (as defined herein). Reference is made to the Note Purchase Agreement dated August 5, 2022, (as amended by the First Amendment to Note Purchase Agreement dated June 18, 2025, the “Note Purchase Agreement”) by and among Bioceres Crop Solutions Corp., as issuer (the “Company”), the parties signatory thereto as purchasers, including Jasper Lake (the “Purchasers”) and Wilmington Savings Fund, FSB, as collateral agent (the “Agent”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings given such terms in the Note Purchase Agreement.
We understand from Jasper Lake that Events of Default have occurred and are continuing under: i) Section 11.1(c) of the Note Purchase Agreement as a result of PRO FARM GROUP, INC. and PRO FARM MICHIGAN MANUFACTURING, LLC incurring Debt which is not Permitted Debt; ii) Section 11.(c) of the Note Purchase Agreement as a result of the Company’s breach of Section 8.14 of the Note Purchase Agreement with respect to the quarter ended June 30, 2025, iii) Section 11.1(b) of the Note Purchase Agreement as a result of misrepresentations set in the First Amendment to Note Purchase Agreement dated June 18, 2025, and iv) Section 11.1(g)(viii) of the Note Purchase Agreement as a result of one or more Note Parties not being Solvent (collectively, the “Specified Defaults”).
This letter services as notice that (x) Jasper Lake fully reserves all rights and remedies it may have under the Note Purchase Agreement, the other Note Documents and applicable law as a result of the Specified Defaults and the occurrence of any other Events of Default which may now or hereafter exist and (y) Jasper Lake is entitled to exercise all rights and remedies under the Note Documents and applicable law, including, without limitation to require the immediate repayment in full of the Obligations (individually and collectively, “Enforcement of Rights”).
| Haynes and Boone, LLP | 30
Rockefeller Plaza | 26th Floor | New York, NY 10112 T: 212.659.7300 | haynesboone.com |
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Jasper Lake stands ready to engage in discussions with the Company to address these potential Events of Default. Note, however, to the extent that Jasper Lake has participated or will participate in any meetings, discussions or communications of any kind (the “Default Discussions”) with the Company or its representatives regarding the contents of this letter or other Events of Default, participation in such Default Discussions shall not constitute a waiver of any rights or remedies available to Jasper Lake pursuant to the Note Documents or under applicable law.
The Company is further notified that Jasper Lake’s past or future decision not to exercise available rights and remedies, Jasper Lake’s participation in any Default Meetings or the making of any advances or credit extensions by Jasper Lake are not intended and shall not serve to (a) operate as a waiver of any rights and remedies available to Jasper Lake pursuant to the Note Documents or (b) indicate agreement on Jasper Lake’s part to forbear from exercising its rights and remedies. In addition, Jasper Lake has not waived its right to insist upon strict compliance at all times with the Note Documents.
The delivery of this letter does not constitute the exercise of any Enforcement of Rights, nor does it constitute a waiver or forbearance of any right of Jasper Lake to, at any time, commence, pursue and/or undertake any Enforcement of Rights. This letter is delivered without prejudice to Jasper Lake in collecting all sums and enforcing all rights and remedies now or hereafter accruing under the Note Documents. Any acceptance now, or at any time in the future, by Jasper Lake of any full or partial payments or other obligations under the Note Documents shall not be deemed to constitute (a) an agreement amending the terms of or modification of any Note Document, (b) a waiver by Jasper Lake of its rights, remedies and recourses available to it under and pursuant to the Note Documents as provided therein and as otherwise allowed by law or in equity, or (c) an accord or satisfaction with respect to all or a portion of the Obligations. Jasper Lake hereby expressly reserve all of its rights, powers and privileges to pursue any of its rights or remedies under the Note Documents and applicable law.
You are further advised that no past or future oral or email communication, action, inaction, or course of dealing from, by or on behalf of Jasper Lake shall constitute any agreement, commitment, or evidence of any assurance or intention of Jasper Lake with respect to the subject matter hereof, and that you may not rely on any such past or future oral or email communication, action, inaction, or course of dealing. Any agreement, commitment, assurance or forbearance of Jasper Lake shall be binding and effective only if embodied in a written agreement duly executed by Jasper Lake. For the avoidance of doubt, no email communication shall constitute a written agreement.
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Please feel free to call the undersigned regarding the contents of this letter at any time. We welcome and encourage the Company to engage with Jasper Lake to discuss the contents of this letter and representatives of Jasper Lake will make themselves available for consultation with the Company as soon as possible.
Regards,
_________________
____________
| Cc: | BCS HOLDING INC. |
VERDECA LLC
RASA HOLDING LLC
RIZOBACTER USA LLC
PRO FARM GROUP, INC.
PRO FARM MICHIGAN MANUFACTURING, LLC
BIOCERES SEMILLAS S.A.U.
RIZOBACTER ARGENTINA S.A.
BIOCERES CROPS S.A.
RIZOBACTER DO BRASIL LTDA.
BIOCERES CROPS DO BRASIL LTDA.
RIZOBACTER DEL PARAGUAY S.A.
RIZOBACTER SOUTH AFRICA (PTY) LTD
RIZOBACTER URUGUAY S.A.
c/o RASA Holding LLC
1209 Orange St.
Wilmington, DE 19801
Attention: ____________
E-mail: ____________________________
Ocampo 210bis, Predio CCT,
Rosario, 2000,
Santa Fe, Argentina
Attention: ____________
E-mail: ____________________________
_________________________________________________________________)
Exhibit 99.2
Bioceres Crop Solutions Corp./Jasper - Reservations of Rights
________
I write on behalf of Bioceres Crop Solutions Corp. and its subsidiaries and affiliates (“Bioceres”). We are in receipt of your letter dated September 25, 2025 (the “________ Letter”).1
We have reviewed the ________ Letter and expressly disagree with and dispute that (i) any Event of Default has occurred under the Note Purchase Agreement, including the Specified Defaults identified in the ________ Letter and (ii) relatedly, Jasper Lake’s ability to exercise any right or remedy under the Note Documents or applicable law. Bioceres does not see the merit in engaging in a letter writing campaign to specifically address each allegation in the ________ Letter. Instead, Bioceres believes it is in the best interest of Bioceres and all of its stakeholders to engage in a discussion with Jasper Lake to address any legitimate concern it may have.
Please be advised that by sending this letter (and the contents thereof) Bioceres is not (i) admitting, conceding or otherwise agreeing to or with any of the statements made (implicit, explicit or otherwise) in the ________ Letter; (ii) waiving any rights, recourse or defenses available to it under the Note Documents or under applicable law or equity; (iii) waiving any claims or causes of action it may have against Jasper Lake or any Purchaser; nor (iv) agreeing to or making any promise to agree, in the future, to enter into any agreement or transaction with Jasper Lake.
Finally, Bioceres reminds Jasper Lake of its multiple roles with Bioceres, as well as the various contractual, legal and fiduciary duties it may owe to Bioceres and/or its stakeholders. Accordingly, Bioceres fully reserves all rights to seek economic damages, reputational damages, and potentially punitive damages, in addition to equitable relief in connection with Jasper Lake’s multiple roles with Bioceres, including recent interventions with the Company’s finance departments, the Oppenheimer transaction, and interactions with other third parties.
We look forward to engaging in a productive dialogue with Jasper Lake.
Kind regards,
__________
__________
______________
1 Capitalized terms used, but not otherwise defined, herein shall have the respective meanings given such terms in the ______________ Letter or Note Purchase Agreement.