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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 23, 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 23, 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 22, 2025.
Item 3.News Release
The news release (the “News Release”) was issued on September 22, 2025 and disseminated by Newsfile Corp.
Item 4.Summary of Material Change
The Company announced warrant exercises of $10.9 million and debt conversions of $3.8 million.
Item 5.Full Description of Material Change
The Company announced the successful completion of a series of accelerated warrant exercises and conversions of debt to equity, which fortifies the Company’s balance sheet with an additional $10.9 million in gross proceeds and a concurrent $3.8 million reduction in total debt.
The following are the transactions which were executed subsequent to the Company’s published Q2 2025 Financial Statements:
1.Successfully raised $5.8 Million in incremental cash through the exercising of 898,277 warrants;
2.Raised an additional $5.1 Million proceeds from the issuance of new Convertible Notes to multiple accredited investors that were subsequently converted into common shares;
3.Converted $1.8 Million of pre-existing Convertible Notes into common shares;
4.Repaid $1.4 Million of Long-Term Debt following lenders exercising 214,915 warrants; and
5.Repaid $0.6 Million of Short-Term Debt via the issuance of shares.
The series of transactions were designed to deleverage the balance sheet and provide additional cash runway in support of the Company’s continued growth. To achieve this objective, the Company offered existing warrant holders and convertible loan holders a short-term reduction of the warrant exercise price and convertible loan conversion price of $ 6.50, representing a modest discount to the 90-day trading average. This resulted in the majority of warrants’ holders opting to exercise their rights and in lenders acting to convert their convertible notes. As a result, 1,113,192 warrants were exercised into 1,113,192 ordinary shares, $6.9 Million of convertible notes were converted into 1,058,261 ordinary shares and an additional 88,213 ordinary shares were issued in consideration of $0.6 Million short-term repayment.
Following this transaction, the Company has approximately $6.6 Million of Total Debt (Short Term debt of $3.6 Million, Long Term debt of $3 Million).
The gross proceeds from this transaction totalling $10.9 Million in cash will be used for capital expenditures linked to the building of new capacity, refinancing of remaining debt and working capital for general purposes.
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 23, 2025.