UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
OR | |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended | |
OR | |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to | |
OR | |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report:
Commission file number:
(Exact name of Registrant as specified in its charter)
(Jurisdiction of incorporation)
Province of Santa Fe,
(Address of principal executive offices)
Head of Investor Relations
Province of Santa Fe,
Phone:
Email:
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Copies to:
Conrado Tenaglia, Esq.
Matthew S. Poulter, Esq.
Linklaters LLP
1290 Avenue of the Americas
New York, NY 10104
Phone: (212) 903-9000
Fax: (212) 903-9100
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class |
| Trading Symbol |
| Name of each exchange on which registered |
|
|
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
Ordinary Shares
Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of business covered by the annual report.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
◻ Yes ⌧
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
◻ Yes ⌧
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
⌧
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
⌧
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ◻ | Non-accelerated filer ◻ | Emerging growth company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
US GAAP ◻ | Other ◻ | |
by the International Accounting Standards Board ⌧ |
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow.
◻ Item 17 ◻ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
◻ Yes
Table of Contents
INTRODUCTORY NOTE AND PRESENTATION OF FINANCIAL AND OTHER INFORMATION | 1 | |
2 | ||
3 | ||
3 | ||
3 | ||
3 | ||
3 | ||
3 | ||
3 | ||
3 | ||
3 | ||
3 | ||
3 | ||
3 | ||
40 | ||
40 | ||
42 | ||
69 | ||
70 | ||
70 | ||
70 | ||
71 | ||
80 | ||
84 | ||
84 | ||
84 | ||
84 | ||
84 | ||
87 | ||
88 | ||
90 | ||
90 | ||
91 | ||
91 | ||
92 | ||
95 | ||
96 | ||
96 | ||
97 | ||
105 | ||
105 | ||
105 | ||
105 | ||
105 | ||
105 | ||
105 | ||
105 | ||
105 | ||
105 | ||
108 | ||
111 | ||
114 | ||
117 | ||
117 | ||
i
117 | ||
118 | ||
118 | ||
118 | ||
118 | ||
118 | ||
118 | ||
118 | ||
119 | ||
119 | ||
119 | ||
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 119 | |
119 | ||
119 | ||
Management’s Annual Report on Internal Control Over Financial Reporting | 119 | |
120 | ||
120 | ||
120 | ||
120 | ||
120 | ||
120 | ||
121 | ||
Purchases of Equity Securities by the Issuer and Affiliated Purchasers | 121 | |
121 | ||
121 | ||
121 | ||
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 121 | |
121 | ||
121 | ||
123 | ||
ii
PART I
INTRODUCTORY NOTE AND PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Introductory Note
Unless the context otherwise requires, “we,” “us,” “our,” “the Company,” “BIOX,” “Bioceres” and “Bioceres Crop Solutions” refers to Bioceres Crop Solutions Corp. and its subsidiaries.
Pro Farm Merger and incorporation of certain Pro Farm information by reference.
On July 12, 2022, we announced the closing of the merger (the “Pro Farm Merger”) with Pro Farm Group, Inc. (formerly Marrone Bio Innovations Inc.) (“Pro Farm”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated March 16, 2022, among us, BCS Merger Sub, Inc., a wholly owned subsidiary of Bioceres, and Pro Farm. Upon the closing of the Pro Farm Merger, Pro Farm became a wholly owned subsidiary of Bioceres and each share of Pro Farm common stock was exchanged for our ordinary shares at a fixed exchange ratio of 0.088.
In accordance with Rule 3-05 of Regulation S-X, we have included in this annual report on Form 20-F:
| ● | audited financial statements for Pro Farm as of and for the years ended December 31, 2021 and 2020 and unaudited financial statements for the six-month period ended June 30, 2022. See “Item 18. Financial Statements—Incorporation of Certain Pro Farm Information by Reference” and “Item 8. Financial Information—B. Significant Changes—Selected Historical Financial Data of Pro Farm”, respectively; and |
| ● | unaudited pro forma condensed combined statements as of and for the year ended June 30, 2022. See “Item 8. Financial Information—B. Significant Changes— Selected Unaudited Pro Forma Condensed Combined Financial Information.” |
This annual report on Form 20-F incorporates the following Pro Farm information previously filed with the U.S. Securities and Exchange Commission (the “SEC”) by reference:
| ● | Items 1A, 7 and 9A of the Pro Farm annual report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 30, 2022; and |
| ● | the Pro Farm annual report on Form 10-K/A No. 2 for the year ended December 31, 2021, filed with the SEC on May 9, 2022, which contains audited financial statements for Pro Farm as of and for the years ended December 31, 2021 and 2020. |
Financial statement information
The consolidated statements of comprehensive income data for Bioceres for the years ended June 30, 2022, 2021 and 2020 and the consolidated statements of financial position data as of June 30, 2022, 2021 and 2020 are derived from our audited consolidated financial statements appearing elsewhere in this report. They have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by International Accounting Standard Board (“IASB”).
Our presentation currency is U.S. dollars.
We have applied the following standards and amendments for the first time for our annual reporting period commencing July 1, 2021:
| ● | Amendments to IFRS 16 - Covid-19-related Rent Concessions beyond June 2021 and |
| ● | Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 - Interest Rate Benchmark Reform (Phase 2). |
The adoption of these amendments did not have a material impact on the Group. For more information see note 3 of our audited consolidated financial statements beginning on page F-1 of this annual report on Form 20-F.
1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
We make forward-looking statements in this report that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, financial condition, results of operations, liquidity, anticipated growth strategies, anticipated trends in our industry, our potential growth opportunities, plans and objectives. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “might,” “will,” “consider,” “estimate,” “continue,” “anticipate,” “intend,” “target,” “project,” “contemplate,” “should,” “plan,” “expect,” “predict,” “potential,” or the negative of these terms or other similar terms or expressions. The statements we make regarding the following matters are forward-looking by their nature:
| ● | the impact of the conflict between Russia and Ukraine on our business; |
| ● | our ability to develop and commercialize biotechnology products and crop productivity technologies; |
| ● | our ability to maintain our joint venture agreements with our current partners; |
| ● | the success of the HB4 technology that we license and that remains subject to receipt of regulatory approval in certain jurisdictions other than Argentina; |
| ● | our or our collaborators’ ability to develop commercial products that incorporate our licensed seed traits and complete the regulatory approval process for such products; |
| ● | our expectations regarding the commercial value of our key products in yield and abiotic stress and biotic stress; |
| ● | our expectations regarding regulatory approval of products developed or licensed by us, our joint ventures and third-party collaborators; |
| ● | our ability to adapt to continuous technological change in our industry; |
| ● | our expectations that products containing our licensed seed traits will be commercialized and we will earn royalties from the sales of such products; |
| ● | our expectations to accelerate the Microstar ramp up, our leading brand in micro-granulated fertilizers; |
| ● | our expectations regarding the future growth of the global agricultural, agricultural biotechnology, biological-based chemical and agro-industrial biotechnology markets; |
| ● | our ability to develop and exploit a proprietary channel for the sale of our licensed biotechnology products; |
| ● | our compliance with laws and regulations that impact our business and changes to such laws and regulations; |
| ● | our ability to assemble, store, integrate and analyze significant amounts of public and proprietary data; |
| ● | our ability to respond to health epidemics and other outbreaks, such as COVID-19, including responses by governmental bodies or regulators; |
| ● | our ability to maintain our licensing arrangements for the products that we commercialize; |
| ● | the impact of COVID-19 on the economy, our customers, employees and vendors as well as on our business, financial condition and results of operations; |
| ● | the outcome of any known and unknown litigation and regulatory proceedings; and |
2
| ● | various other factors, including without limitation those described under “Item 3. Key Information – D. Risk Factors.” |
The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only predictions based upon our current expectations and projections about future events. There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements.
You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this report or to conform these statements to actual results or to changes in our expectations.
ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
A.Directors and Senior Management
Not applicable.
B.Advisors
Not applicable.
C.Auditors
Not applicable.
ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE
A.Offer Statistics
Not applicable.
B.Method and Expected Timetable
Not applicable.
ITEM 3.KEY INFORMATION
A.Selected Financial Data
Reserved.
B.Capitalization and Indebtedness
Not applicable.
C.Reasons for the Offer and Use of Proceeds
Not applicable.
D.Risk Factors
The following risk factors apply to the business and operations of Bioceres Crop Solutions. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material
3
adverse effect on the business, cash flows, financial condition and results of operations of Bioceres Crop Solutions. You should carefully consider the following risk factors in addition to the other information included in this report, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.
The information provided in Item 1A of Pro Farm annual report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 30, 2022 is incorporated by reference herein.
Summary Risk Factors
You should carefully consider all of the information in this annual report before making an investment in our ordinary shares. Below please find a summary of the principal risks and uncertainties we face, organized under relevant headings. These risks are discussed more fully under “Item 3. Key Information-3.D. Risk Factors.”
Risks Related to our Business and Strategy include:
We are subject to the following risks in respect of our business and our strategy:
| ● | difficulties implementing our inorganic growth strategy and integrating the operations of the recently acquired and future businesses; |
| ● | we may not realize the benefits of future businesses or products we acquire or strategic alliances we form; |
| ● | acquisitions may not be successful in achieving intended benefits, cost savings and synergies and may disrupt current operations; |
| ● | the unaudited pro forma combined financial information included in this annual report will not represent our actual financial position or results of operations following the completion of the merger; our future results may differ, possibly materially, from the unaudited pro forma combined financial information presented in this annual report; and |
| ● | certain of the Rizobacter shares are subject to a judicial injunction. |
| ● | developing marketable or commercial technologies; |
| ● | obtaining timely necessary regulatory approvals for the business and the commercialization of our products currently under development; |
| ● | our HB4 Seed business is dependent on the success of a technology that we license and obtain necessary regulatory approvals; |
| ● | limited number of prospective collaborators in our market; |
| ● | we are highly dependent on intellectual property rights licensed to us by Bioceres Group PLC, together with its direct and indirect subsidiaries, as applicable (“Group PLC”), which we do not control, to generate revenue; |
| ● | our joint venture agreements or any partnerships that we may enter into in the future may not be successful, and we or our collaborators may fail to perform our respective contractual obligations, which could result in disputes; |
| ● | difficulties in collecting payments or royalties; |
| ● | we may not have sufficient cash flow to pay interest and principal in respect of the Notes due 2026; |
| ● | ability to attract and retain qualified scientific and business personnel; |
4
| ● | we may be unable to prevent our competitors from benefiting from the expertise of our former employees; |
| ● | global economic conditions, including the war in Ukraine; |
| ● | ultimate impact on our results and operations of the COVID-19 pandemic and measures adopted by the governments of the countries in which we operate in response to the COVID-19 pandemic; |
| ● | sales and operating results may fluctuate significantly as a result of the seasonal nature of crops and factors beyond our control; |
| ● | our results of operations from our crop productivity products may vary significantly from period to period due to circumstances beyond our control; |
| ● | certain estimates of market opportunity included in this report are based on assumptions that are inherently uncertain and subject to risks and uncertainties; |
| ● | resistance to GM crops may negatively affect our public image and reduce sales of seeds or other products containing our licensed seed traits; |
| ● | competition in crop productivity products is intense and requires continuous technological development; |
| ● | changes in laws and regulations may materially increase our costs of operation, decrease our operating revenue and disrupt our business; |
| ● | our indebtedness could adversely affect our financial condition; |
| ● | price increases and shortages of raw materials; |
| ● | exposure of the company and its customers to market risks from commodity prices volatility; |
| ● | we may be required to pay uninsured substantial damages as a result of product liability claims; |
| ● | various health and environmental risks associated with our use, handling and disposal of potentially toxic materials; |
| ● | requirements of being a public company may strain our resources and distract our management; |
| ● | obtaining required future financing on favorable terms to avoid delays, reductions or the termination of some of our activities; |
| ● | scrutiny under the Convention on Biological Diversity Treaty; |
| ● | successful implementation of our business plan is uncertain; |
| ● | failure to accurately forecast and manage inventory; |
| ● | IT disruptions or failures in our operating system can affect our reputation and business; |
| ● | computer system failures, cyber-attacks or a deficiency in our cyber-security; |
| ● | labor union disputes may arise; |
| ● | reliance on third parties to grow our seeds; |
5
| ● | non-compliance with anti-corruption and anti-money laundering laws can subject us to criminal and civil liability; |
| ● | recently introduced economic substance legislation of the Cayman Islands may adversely impact us or our operations; |
| ● | we may become subject to taxation in the Cayman Islands which would negatively affect our results; |
| ● | as a “foreign private issuer” under the rules and regulations of the SEC, we are permitted to, and will, file less or different information with the SEC than a company incorporated in the United States or otherwise subject to these rules, and will follow certain home country corporate governance practices in lieu of certain Nasdaq requirements applicable to U.S. issuers; |
Risks Related to our Intellectual Property
We are subject to the following risks in respect of our intellectual property rights:
| ● | our agreements may not adequately prevent disclosure of proprietary information; |
| ● | we may not be able to adequately protect our intellectual property rights throughout the world; |
| ● | changes in Argentine and U.S. patent law could diminish the value of patents and impair our ability to protect our product candidates; |
| ● | potential litigation relating to third party intellectual property rights infringement; |
| ● | technological developments or challenges by competitors and |
| ● | requirement to pay royalties to employees who develop inventions commercialized by us. |
Risks Related to Operating in Latin America
We are subject to the following risks in respect of our operations in Latin America:
| ● | adverse economic or political conditions; |
| ● | significant government influence over the economies of the countries in which we operate; |
| ● | fluctuations in currency exchange rates; |
| ● | currency of a hyperinflationary economy requires that we apply inflationary adjustments to our Argentine subsidiaries’ financial statements; |
| ● | Argentine government intervention in the economy; |
| ● | continuing high inflation; |
| ● | limited access of the Argentine government and the private sector to the international capital markets; |
| ● | increase in export and import duties and controls; |
| ● | decline in the global prices of Latin America’s main commodity exports could have an adverse effect on Latin America’s economic growth; |
| ● | Latin America continues to face considerable economic uncertainty; |
6
| ● | special protections for employees in the private sector; |
| ● | the disposition or sale of our ordinary shares may be subject to taxation in Argentina; |
| ● | the payment of the In-Kind Consideration under the Rizobacter Call Option may be subject to taxation in Argentina; |
| ● | exchange controls and restrictions limit access to the FX Market (as defined below) to make payments and distributions from our Argentine subsidiaries; |
| ● | mandatory repatriation of export receivables; and |
| ● | changes in Argentine tax laws. |
Risks Relating to our Ordinary Shares Include:
Our shareholders are subject to the following risks:
| ● | share repurchase program may reduce liquidity; |
| ● | compliance with listing standards of Nasdaq cannot be assured; |
| ● | market price of our ordinary shares may decrease significantly as resale restriction has expired; |
| ● | dilution to shareholders will result from conversion of the Secured Convertible Guaranteed Notes due 2026; |
| ● | as a result of the closing of the Pro Farm Merger, we ceased to be a “controlled company” for purposes of the Nasdaq rules. Accordingly, we need to comply with the corporate governance requirements of the Nasdaq rules, subject to a phase-in period; |
| ● | price of our securities may fluctuate; |
| ● | price and trading volume of BIOX ordinary shares may decline as a result of changes in publicity and market recommendations; |
| ● | public shareholders may face difficulty in protecting their interests through the U.S. Federal courts; |
| ● | reduced disclosure requirements applicable to emerging growth companies may be less attractive to investors; |
| ● | our status as a foreign private issuer may be less protective for shareholders; |
| ● | historically we have not paid dividends on our ordinary shares; and |
| ● | issuance of additional securities may result in dilution. |
Risks Related to our Business and Strategy
We may face difficulties implementing our inorganic growth strategy, including in respect of integrating the operations of the business we have acquired or expect to acquire in the future.
From time to time, we may acquire businesses, assets, or securities of companies that we believe will provide a strategic fit with our business, such as the Pro Farm Merger and the acquisiton of 20,004,000 shares of Rizobacter by RASA Holding, representing 50.01% of its issued and outstanding capital stock, on October 19, 2016 (the “Rizobacter Acquisition”). We integrate acquired businesses with our existing operations; our overall internal control over financial reporting processes; and our financial, operations, and information systems. If the financial performance of our business, as supplemented by the assets and businesses acquired, does not meet
7
our expectations, our results of operations may fail to meet market expectations and we may face difficulties to service our debt obligations. We may not effectively assimilate the business or product offerings of acquired companies into our business or within the anticipated costs or timeframes, retain key customers and suppliers or key employees of acquired businesses, or successfully implement our business plan for the combined business. In addition, our final determinations and appraisals of the estimated fair value of assets acquired and liabilities assumed in our acquisitions may vary materially from earlier estimates and we may fail to realize fully anticipated cost savings, growth opportunities or other potential synergies. We cannot assure that the fair value of acquired businesses or investments will remain constant.
We may acquire businesses or products, or form strategic alliances, in the future, and we may not realize the benefits of such acquisitions.
We plan to selectively partner, in-license or acquire key enabling technologies and businesses across our value chain that we believe will keep us on the cutting edge of our industry. We may not be able to identify appropriate targets or make acquisitions under satisfactory conditions, in particular, satisfactory price conditions. In addition, we may be unable to obtain the financing for these acquisitions under other purposes in the context of existing operations. If we acquire businesses with promising markets or technologies, we may not be able to realize the benefit of acquiring such businesses if we are unable to successfully integrate them with our existing operations and company culture. We may encounter numerous difficulties in developing manufacturing and marketing any new products resulting from a strategic alliance or acquisition that delay or prevent us from realizing their expected benefits or enhancing our business. We cannot assure that, following any such acquisition, we will achieve the expected synergies to justify the transaction, which could have a material adverse effect on our business, financial conditions, earnings and prospects.
Acquisitions, such as the Pro Farm Merger and Rizobacter Acquisition, may not be successful in achieving intended benefits, cost savings and synergies and may disrupt current operations.
One component of our growth strategy historically has been acquisitions. These involve various inherent risks and the benefits, cost savings and synergies sought may not be realized.
The integration process of any newly acquired company may be complex, costly and time-consuming. The potential difficulties of integrating the operations of an acquired business and realizing our expectations for an acquisition, including the benefits that may be realized, include, among other things:
| ● | failure of the business to perform as planned following the acquisition or achieve anticipated revenue or profitability targets; |
| ● | delays, unexpected costs or difficulties in completing the integration of acquired companies or assets; |
| ● | higher than expected costs, lower than expected cost savings or synergies and/or a need to allocate resources to manage unexpected operating difficulties; |
| ● | difficulties assimilating the operations and personnel of acquired companies into our operations; |
| ● | diversion of the attention and resources of management or other disruptions to current operations; |
| ● | the impact on our or an acquired business’ internal controls and compliance with legal requirements; |
| ● | retaining key customers, suppliers and key personnel; |
| ● | retaining and obtaining required regulatory approvals, licenses and permits; |
| ● | operating risks inherent in the acquired business and our business; |
| ● | lower than anticipated demand for product offerings by us or our licensees; and |
| ● | unanticipated issues, expenses and liabilities. |
8