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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2025
Commission file number: 001-42389
BIOHARVEST SCIENCES INC.
(Exact name of Registrant as specified in its charter)
Not applicable
(Translation of Registrant’s name into English)
1140-625 Howe Street, Vancouver, British Columbia V6C 2T6, Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
☐ Form 20-F ☒ 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): ☐
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SUBMITTED HEREWITH
Exhibits:
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Exhibit |
Description |
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Material Change Report dated September 9, 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.
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BIOHARVEST SCIENCES INC. |
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(Registrant) |
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Date: September 9, 2025 |
/s/ David Ryan |
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Name: David Ryan |
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Title: Vice-President, Investor Relations & Secretary |
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1.Name and Address of Company
BIOHARVEST SCIENCES INC.
Suite 1140 – 625 Howe Street
Vancouver, BC, V6C 2T6
(the “Company” or “BioHarvest”)
Item 2.Date of Material Change
September 8, 2025.
Item 3.News Release
The news release (the “News Release”) was issued on September 8, 2025 and disseminated by Stockwatch.
Item 4.Summary of Material Change
The Company announced the filing and effectiveness of a shelf registration statement on Form F-3 with the U.S. Securities and Exchange Commission.
Item 5.Full Description of Material Change
The Company announced the filing and effectiveness of a shelf registration statement (the “Shelf Registration”) on Form F-3 with the U.S. Securities and Exchange Commission (“SEC”).
The Shelf Registration will allow the Company to offer and sell, from time to time, up to an aggregate of USD $100 million of its common shares, warrants and units, or a combination thereof (together, the “Securities”), on a registered basis, subject to market conditions, the Company’s capital needs, and limitations imposed by SEC rules and applicable securities laws. The terms of any offering, including the price of Securities, will be determined at the time of such offering and be described in a prospectus supplement that will be filed with the SEC.
The Shelf Registration does not constitute a commitment by the Company to sell any specific amount of Securities. Any further offering under the Shelf Registration, if made, will be subject to the Company’s discretion and applicable market conditions.
The news release issued on September 8, 2025 shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under applicable securities laws.
Item 6.Reliance on Subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7.Omitted Information
None.
Item 8.Executive Officer
For further information, please contact:
David Ryan
Secretary and VP, Investor Relations
604 622-1187
Item 9.Date of Report
September 9, 2025.