Bioceres Crop Solutions (BIOX) 2024年年度報告「NASDAQ」.pdf

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1、Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 20-F(Mark One)REGISTRATION STATEMENT PURSUANT TO SECTION 12(b)OR(g)OF THE SECURITIES EXCHANGE ACT OF 1934ORANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year e

2、nded June 30,2024ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to ORSHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company report:Commission file nu

3、mber:001-38405Bioceres Crop Solutions Corp.(Exact name of Registrant as specified in its charter)Cayman Islands(Jurisdiction of incorporation)Ocampo 210 bis,Predio CCT,RosarioProvince of Santa Fe,Argentina(Address of principal executive offices)Maria Paula SavantiHead of Investor RelationsOcampo 210

4、 bis,Predio CCT,RosarioProvince of Santa Fe,ArgentinaPhone:54-341-4861122Email:(Name,Telephone,E-mail and/or Facsimile number and Address of Company Contact Person)Copies to:Matthew S.Poulter,Esq.Emilio Minvielle,Esq.Linklaters LLP1290 Avenue of the AmericasNew York,NY 10104Phone:(212)903-9000Fax:(2

5、12)903-9100Securities 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 registeredOrdinary Shares,par value US$0.0001 per share BIOX Nasdaq Stock Market LLCTable of ContentsSecurities registered or to be registered pu

6、rsuant to Section 12(g)of the Act:NoneSecurities for which there is a reporting obligation pursuant to Section 15(d)of the Act:Ordinary SharesIndicate the number of outstanding shares of each of the issuers classes of capital stock or common stock as of the close of business covered by the annualrep

7、ort.62,848,483 ordinary shares were issued and outstanding as of June 30,2024.Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes NoIf this report is an annual or transition report,indicate by check mark if the registrant is not r

8、equired to file reports pursuant to Section 13 or 15(d)of theSecurities Exchange Act of 1934.Yes NoIndicate 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 duringthe preceding 12 months(or for such shorter

9、 period that the registrant was required to file such reports),and(2)has been subject to such filing requirements forthe past 90 days.Yes NoIndicate by check mark whether the registrant has submitted every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(232.405

10、of this chapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit such files).Yes NoIndicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,or an emerging growth company.Seedefinition o

11、f“large accelerated filer,”“accelerated filer,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerated filer Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indica

12、te by check mark if the registrant has elected not touse the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)of the ExchangeAct.The term“new or revised financial accounting standard”refers to any update issued by the F

13、inancial Accounting Standards Board to itsAccounting Standards Codification after April 5,2012.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal controlover financial reporting under Section 404(b)of

14、 the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issuedits audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correc

15、tion of an error to previously issued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrants executive officers during the relevant recovery period pursuan

16、t to 240.10D-1(b).Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:US GAAP International Financial Reporting Standards as issuedOther by the International Accounting Standards Board If“Other”has been checked in respo

17、nse to the previous question indicate by check mark which financial statement item the registrant has elected to follow.Item 17 Item 18If 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 NoTable of ContentsiTa

18、ble of ContentsPART IINTRODUCTORY NOTE AND PRESENTATION OF FINANCIAL AND OTHER INFORMATION1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2ITEM 1.IDENTITY OF DIRECTORS,SENIOR MANAGEMENT AND ADVISERS3A.Directors and Senior Management3B.Advisors3C.Auditors3ITEM 2.OFFER STATISTICS AND EXPECTED TIM

19、ETABLE3A.Offer Statistics3B.Method and Expected Timetable3ITEM 3.KEY INFORMATION4A.RESERVED4B.Capitalization and Indebtedness4C.Reasons for the Offer and Use of Proceeds4D.Risk Factors4ITEM 4.INFORMATION ON THE COMPANY40A.History and Development of the Company40B.Business Overview46C.Organizational

20、Structure66D.Property,Plant and Equipment67ITEM 4A.UNRESOLVED STAFF COMMENTS68ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS68A.Operating Results68B.Liquidity and Capital Resources79C.Research and Development,Patents and Licenses,etc.82D.Trend Information82E.Critical Accounting Estimates83ITEM

21、6.DIRECTORS,SENIOR MANAGEMENT AND EMPLOYEES83A.Directors and Senior Management83B.Compensation85C.Board Practices85D.Employees88E.Share Ownership88F.Disclosure of a Registrants Action to Recover Erroneously Awarded Compensation89ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS89A.Major Share

22、holders89B.Related Party Transactions91C.Interests of Experts and Counsel93ITEM 8.FINANCIAL INFORMATION93A.Consolidated Statements and Other Financial Information93B.Significant Changes94ITEM 9.THE OFFER AND LISTING94A.Offer and Listing Details94B.Plan of Distribution94C.Markets94D.Selling Sharehold

23、ers94E.Dilution95F.Expenses of the Issue95ITEM 10.ADDITIONAL INFORMATION95A.Share Capital95B.Memorandum and Articles of Association95C.Material Contracts98D.Exchange Controls99E.Taxation101Table of ContentsiiF.Dividends and Paying Agents104G.Statement by Experts104H.Documents on Display105I.Subsidia

24、ry Information105J.Annual Report to Security Holders.105ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK105ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES105A.Debt Securities105B.Warrants and Rights105C.Other Securities105D.American Depositary Shares105PART IIITEM 13

25、.DEFAULTS,DIVIDEND ARREARAGES AND DELINQUENCIES106A.Defaults106B.Arrears and Delinquencies106ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS106ITEM 15.CONTROLS AND PROCEDURES106A.Disclosure Controls and Procedures106B.Managements Annual Report on Internal Control

26、 Over Financial Reporting106C.Attestation Report of the Registered Public Accounting Firm107D.Changes in Internal Control Over Financial Reporting107ITEM 16.Reserved107A.Audit Committee Financial Expert107B.Code of Ethics107C.Principal Accountant Fees and Services107D.Exemptions from the Listing Sta

27、ndards for Audit Committees108E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers108F.Change in Registrants Certifying Accountant108G.Corporate Governance108H.Mine Safety Disclosure108I.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections108J.Insider Trading Polic

28、ies108K.Cybersecurity108Part IIIITEM 17.FINANCIAL STATEMENTS110ITEM 18.FINANCIAL STATEMENTS110ITEM 19.EXHIBITS111Table of Contents1PART IINTRODUCTORY NOTE AND PRESENTATION OF FINANCIAL AND OTHER INFORMATIONIntroductory NoteUnless the context otherwise requires,“we,”“us,”“our,”“the Company,”“BIOX,”“B

29、ioceres”and“Bioceres Crop Solutions”refers toBioceres Crop Solutions Corp.and its subsidiaries.Financial statement informationThe consolidated statements of comprehensive income data for Bioceres for the years ended June 30,2024,2023 and 2022 and theconsolidated statements of financial position data

30、 as of June 30,2024 and 2023 are derived from our audited consolidated financial statementsappearing elsewhere in this report.They have been prepared in accordance with International Financial Reporting Standards(“IFRS”)as issuedby the International Accounting Standard Board(the“IASB”).Our presentat

31、ion currency is U.S.dollars.We have applied the following standards and amendments for the first time for our annual reporting period commencing July 1,2023:Amendment to IAS 12 Deferred tax related to assets and liabilities arising from a single transaction;International Tax Reform Pillar Two Model

32、Rules(Amendments to IAS 12);Amendments to IAS 1 and Practice Statement 2 Disclosure of Accounting Policies;andAmendments to IAS 8 Definition of Accounting Estimates.The adoption of these amendments did not have a material impact on us.For more information see Note 3 of our audited consolidatedfinanc

33、ial statements beginning on page F-1 of this annual report on Form 20-F.Table of Contents2CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSWe make forward-looking statements in this report that are subject to risks and uncertainties.These forward-looking statements includeinformation about possib

34、le or assumed future results of our business,financial condition,results of operations,liquidity,anticipated growthstrategies,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“be

35、lieve,”“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 orexpressions.The statements we make regarding the following matters are forward-lo

36、oking by their nature:the impact of armed conflict in Israel and Gaza,in addition to the Ukraine,and any possible escalation of such conflicts or contagionto neighboring countries or regions;our beliefs with respect to the agricultural industry and related markets,including production levels,consoli

37、dation trends,and marketopportunity;our plans and expectations regarding growth in our business,expansion to new markets,diversification of our product portfolio andstrategic acquisitions and partnerships;our ability to integrate new products,technologies,and employee teams after any strategic acqui

38、sition;our ability to develop,commercialize and register biotechnology products and crop productivity technologies;our ability to maintain our joint venture agreements with our current partners;our ability to maintain a competitive position in our markets;our ability to protect our intellectual prop

39、erty;the success of the HB4 technology that we license and that remains subject to receipt of regulatory approval in certain jurisdictions;our or our collaborators ability to develop commercial products that incorporate our licensed seed traits and complete the regulatoryapproval process for such pr

40、oducts;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-partycollaborators;our ability to adapt to continuous technolog

41、ical change in our industry;our ability to effectively manage sales and marketing teams and distribution networks;our expectations regarding revenues and sales,including potential growth in sales,changes to sales mix and expectations regardingseasonality and the impact of weather-related conditions;

42、our plans and expectations with regarding to manufacturing and production;our expectations that products containing our licensed seed traits will be commercialized and we will earn royalties from the sales ofsuch products;our expectations regarding the future growth of the global agricultural,agricu

43、ltural biotechnology,biological-based chemical andagro-industrial biotechnology markets;our ability to develop and exploit a proprietary channel for the sale of our licensed biotechnology products,as well as our proprietaryproducts;our compliance with laws and regulations that impact our business an

44、d changes to such laws and regulations;our ability to assemble,store,integrate and analyze significant amounts of public and proprietary data;our ability to maintain our licensing arrangements for the third-party products that we commercialize;our plans and expectations relating to our debt agreemen

45、ts;Table of Contents3our ability to influence customer perception of biological agricultural products;our beliefs regarding our environmental,social,and governance leadership;our belief regarding our access to capital resources through equity offerings,debt financings,strategic collaborations or oth

46、er means;our expectations with respect to our future expenditures,available cash and other financial and operating results;our anticipated impact of certain accounting pronouncements;our expectations regarding market risk,including interest rate changes,foreign currency fluctuations and commodity pr

47、ice changes;our ability to respond to health epidemics and other outbreaks,including responses by governmental bodies or regulators;the outcome of any known and unknown litigation and regulatory proceedings;andvarious other factors,including without limitation those described under“Item 3.Key Inform

48、ation 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 arebased on our beliefs,assumptions and expectations of future performance,taking into account the information currently available to us.Thesestat

49、ements are only predictions based upon our current expectations and projections about future events.There are important factors that couldcause our actual results,levels of activity,performance or achievements to differ materially from the results,levels of activity,performance orachievements expres

50、sed 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 inthe forward-looking statements are reasonable,we cannot guarantee that future results,levels of activity,performa

51、nce and events andcircumstances reflected in the forward-looking statements will be achieved or will occur.Except as required by law,we undertake no obligationto update publicly any forward-looking statements for any reason after the date of this report or to conform these statements to actual resul

52、ts orto changes in our expectations.ITEM 1.IDENTITY OF DIRECTORS,SENIOR MANAGEMENT AND ADVISERSA.Directors and Senior ManagementNot applicable.B.AdvisorsNot applicable.C.AuditorsNot applicable.ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLEA.Offer StatisticsNot applicable.B.Method and Expected Timeta

53、bleNot applicable.Table of Contents4ITEM 3.KEY INFORMATIONA.RESERVEDB.Capitalization and IndebtednessNot applicable.C.Reasons for the Offer and Use of ProceedsNot applicable.D.Risk FactorsThe following risk factors apply to our business and operations.The occurrence of one or more of the events or c

54、ircumstances described inthese risk factors,alone or in combination with other events or circumstances,may have a material adverse effect on our business,cash flows,financial condition and results of operations.You should carefully consider the following risk factors in addition to the other informa

55、tionincluded in this report,including matters addressed in the section entitled“Cautionary Note Regarding Forward-Looking Statements.”We mayface additional risks and uncertainties that are not presently known to us,or that we currently deem immaterial,which may also impair ourbusiness or financial c

56、ondition.The following discussion should be read in conjunction with the financial statements and notes to the financialstatements included herein.Summary Risk FactorsYou should carefully consider all of the information in this annual report before making an investment in our ordinary shares.Below p

57、leasefind a summary of the principal risks and uncertainties we face,organized under relevant headings.Risks Related to our Business and StrategyWe are subject to the following risks in respect of our business and our strategy:difficulties implementing our inorganic growth strategy and integrating t

58、he operations of recently acquired and future businesses,which could adversely affect our results of operations and our ability to service our debt obligations;we may not realize the benefits of future businesses or products we acquire or strategic alliances we form,which could have amaterial advers

59、e effect on our business,financial conditions,earnings and prospects;acquisitions may not be successful in achieving intended benefits,cost savings and synergies and may disrupt current operations;we may not be successful in developing marketable or commercial technologies;difficulty in obtaining ti

60、mely necessary regulatory approvals for the business and the commercialization of our products currentlyunder development could affect our ability to sell our products in certain jurisdictions;our HB4 seed business is dependent on the success of a technology that we license;limited number of prospec

61、tive collaborators in our market;our joint venture agreements or any partnerships that we may enter into in the future may not be successful,and we or ourcollaborators may fail to perform our respective contractual obligations,which could result in disputes;we may face difficulties in collecting pay

62、ments or royalties which could have an adverse impact on our business;Table of Contents5we may not have sufficient cash flow to service our indebtedness,including the payment of interest and principal in respect of theNotes due 2026;inability to attract and retain qualified scientific and business p

63、ersonnel,which could adversely affect our business;we may be unable to prevent our competitors from benefiting from the expertise of our former employees;global economic conditions,including as a result of the armed conflict in Israel and Gaza and the war in the Ukraine;ultimate impact on our result

64、s and operations of global pandemic and measures adopted by the governments of the countries in whichwe operate in response to global pandemics;the seasonal nature of crops and factors beyond our control could cause our sales and operating results to fluctuate significantly;circumstances beyond our

65、control may affect our crop productivity and our results of operations;certain estimates of market opportunity included in this report are based on assumptions that are inherently uncertain and subject torisks and uncertainties that could have a material adverse effect on our business;resistance to

66、genetically modified(“GM”)crops may negatively affect our public image and reduce sales of seeds or other productscontaining our licensed seed traits;competition in crop productivity products is intense and requires continuous technological development which could affect ourbusiness,results of opera

67、tions and financial condition;changes in laws and regulations may materially increase our costs of operation,decrease our operating revenue and disrupt ourbusiness;our indebtedness could adversely affect our financial condition;price increases and shortages of raw materials could adversely affect ou

68、r results of operations;exposure to market risks from commodity prices volatility;we may be required to pay substantial damages as a result of uninsured product liability claims;our operations are subject to various health and environmental risks associated with our use,handling and disposal of pote

69、ntially toxicmaterials,which could result in fines,liability,reputation harm or otherwise adverse effects on our business;requirements of being a public company may strain our resources and distract our management;obtaining required future financing or obtaining it on favorable terms which could for

70、ce us to delay,reduce or the terminate of someof our activities;development and commercialization of our products may incur scrutiny under the Convention on Biological Diversity Treaty;our failure to accurately forecast and/or manage inventory could result in unexpected shortfalls or surplus of prod

71、ucts;reliance on third parties to grow our seeds which could negatively impact our business;IT disruptions or failures in our operating system can affect our reputation and business;computer system failures,cyber-attacks or a deficiency in our cybersecurity could adversely affect our business and op

72、erations;Table of Contents6labor union disputes may arise which may be time consuming and distracting to our management;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 I

73、slands may adversely impact us or our operations;taxation in the Cayman Islands which would negatively affect our results;andour“foreign private issuer”status under the rules and regulations of the United States Securities and Exchange Commission(the“SEC”)and our adherence of certain home country co

74、rporate governance practices in lieu of Nasdaq Global Market requirements.Risks Related to our Intellectual PropertyWe are subject to the following risks in respect of our intellectual property rights:our agreements may not adequately prevent disclosure of proprietary information,which could lead to

75、 a loss of competitive advantageand negatively impact our technology and business operations;failure to protect our intellectual property rights throughout the world may result in the loss of proprietary information andcompetitive advantage globally;changes in Argentine and U.S.patent law could dimi

76、nish the value of patents and impair our ability to protect our product candidates;potential litigation relating to third party intellectual property rights infringement could prevent us from using certain technologiesand products;technological developments or challenges by competitors could affect

77、the relevance of our technology and products or infringe on ourintellectual property;andrequirement to pay royalties to employees who develop inventions commercialized by us may increase our operational costs.Risks Related to Operating in Latin AmericaWe are subject to the following risks in respect

78、 of our operations in Latin America:adverse economic or political conditions,including considerable economic uncertainty may impact our business,financial condition,and results;significant government influence over the economies of the countries in which we operate could negatively impact our operat

79、ionalflexibility and profitability;fluctuations in currency exchange rates may affect our financial results and cash flows;currency of a hyperinflationary economy requires that we apply inflationary adjustments to our Argentine subsidiaries financialstatements,which may affect our financial reportin

80、g and distort actual performance measurements;inflation in Argentina and government intervention controls can affect our operating margins and limit financial maneuverability;limited access of the Argentine government and the private sector to the international capital markets may restrict our abili

81、ty to raisefunds abroad;increase in export and import duties and controls may increase costs and decrease competitiveness in international markets;Table of Contents7decline in the global prices of Latin Americas main commodity exports could negatively affect our revenue and profitability;special pro

82、tections for employees in the private sector could increase our labor costs;taxation relating to disposition or sale of our ordinary shares in Argentina could reduce the net proceeds from such transactions,affecting shareholder value;taxation relating to the payment of the In-Kind Consideration unde

83、r the Rizobacter Call Option in Argentina;exchange controls and restrictions limit access to the FX Market(as defined below)to make payments and distributions from ourArgentine subsidiaries;mandatory repatriation of export receivables may limit our financial flexibility and expose us to currency ris

84、ks;andchanges in Argentine tax laws could adversely impact the results of our operations.Risks Relating to our Ordinary SharesOur shareholders are subject to the following risks:our share repurchase program is funded by our existing cash reserves,which may lead to a reduction of liquidity;compliance

85、 with listing standards of Nasdaq cannot be assured,which may result in restrictions on our listing and trading volume;sales of substantial number of our ordinary shares in the public market by our shareholders,which could adversely affect the marketprice of our ordinary shares;the conversion of Sec

86、ured Convertible Guaranteed Notes due 2026 may result in dilution of the existing ownership percentage of ourshareholders;transition from our status as a“controlled company”,as defined by Nasdaq rules,which may require additional disclosure obligations,unless an exemption applies;fluctuation in the

87、price of our securities may create uncertainty in our trading markets;publicity and market recommendations may decrease the price and trading volume of our ordinary shares;difficulty faced by public shareholders in protecting their interests through the U.S.Federal courts,which may pose risks toshar

88、eholder rights;as we ceased to be an“emerging growth company”,we may incur in increased costs related to compliance and disclosure obligationswith the SEC;our status as a foreign private issuer may pose additional risks and less regulatory protection for our shareholders in comparison todomestic iss

89、uers;our history of no cash dividends payments on our ordinary shares;andthe issuance of additional securities in the future which may result in dilution to our shareholders.Table of Contents8Risks Related to our Business and StrategyWe may face difficulties implementing our inorganic growth strateg

90、y,including in respect of integrating the operations of the business wehave 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 ourbusiness,such as the merger(the“Pro Farm Merger”)

91、with Pro Farm Group,Inc.(formerly Marrone Bio Innovations Inc.)(“Pro Farm”),onJuly 12,2022,and the acquisition of a majority interest in Rizobacter which is held by RASA Holding,on October 19,2016(the“RizobacterAcquisition”).We integrate acquired businesses with our existing operations,our overall i

92、nternal control over financial reporting processes,andour financial,operations,and information systems.If the financial performance of our business,as supplemented by the assets and businessesacquired,does not meet our expectations,our results of operations may fail to meet market expectations,and w

93、e may face difficulties servicingour debt obligations.We may not effectively assimilate the business or product offerings of acquired companies into our business or within theanticipated costs or timeframes,retain key customers and suppliers or key employees of acquired businesses,or successfully im

94、plement ourbusiness plan for the combined business.In addition,our final determinations and appraisals of the estimated fair value of assets acquired andliabilities assumed in our acquisitions may vary materially from earlier estimates and we may fail to realize fully anticipated cost savings,growth

95、 opportunities or other potential synergies.We cannot assure that the fair value of acquired businesses or investments will remainconstant.We may acquire businesses or products,or form strategic alliances,in the future,and we may not realize the benefits of such acquisitions.We have acquired,and we

96、may in the future acquire,other companies,employee teams,or technologies to further complement or expandour product portfolio,enhance our technical capabilities,obtain personnel,or otherwise offer growth opportunities.In addition,we plan toselectively partner,in-license or acquire key enabling techn

97、ologies and businesses across our value chain that we believe will keep us on thecutting 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 finan

98、cing for these acquisitions under other purposes in the context ofexisting operations.If we acquire businesses with promising markets or technologies,we may not be able to realize the benefit of acquiringsuch businesses if we are unable to successfully integrate them with our existing operations and

99、 company culture.We may encounter numerousdifficulties in developing manufacturing and marketing any new products resulting from a strategic alliance or acquisition that delay or preventus from realizing their expected benefits or enhancing our business.We cannot assure that,following any such acqui

100、sition,we will achieve theexpected synergies to justify the transaction,which could have a material adverse effect on our business,financial conditions,earnings andprospects.Acquisitions,such as the Pro Farm Merger and Rizobacter Acquisition,may not be successful in achieving their intended benefits

101、,costsavings 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,costsavings and synergies sought that may not be realized.The integration process of any newly acquired company

102、may be complex,costly and time-consuming.The potential difficulties ofintegrating 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 th

103、e 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 unexpecte

104、doperating 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 l

105、egal requirements;Table of Contents9ineffective or inadequate controls,procedures,or policies at the acquired company;multiple product lines or service offerings,as a result of our acquisitions,that are offered,priced,and supported differently;adverse effects on our existing business relationships w

106、ith business partners and customers as a result of the acquisition;potential write-offs of acquired assets and potential financial and credit risks associated with acquired customers;inability to maintain relationships with key customers,suppliers,and partners of the acquired business;lack of experi

107、ence in new markets,products,or technologies;diversion of managements attention from other business concerns;use of resources that are needed in other parts of our business;retaining key customers,suppliers and key personnel;retaining and obtaining required regulatory approvals,licenses and permits;

108、operating risks inherent in the acquired business and our business;lower than anticipated demand for product offerings by us or our licensees;andunanticipated issues,expenses and liabilities,including those arising from existing contractual obligations or litigation matters.Our failure to successful

109、ly complete the integration of any acquired business and any adverse consequences associated with futureacquisition activities,could have an adverse effect on our business,financial condition and operating results.Completed acquisitions may result in additional goodwill and/or an increase in other i

110、ntangible assets on our balance sheet.We arerequired annually,or as facts and circumstances exist,to assess goodwill and other intangible assets to determine if impairment has occurred.Ifthe testing performed indicates that impairment has occurred,we are required to record a non-cash impairment char

111、ge for the differencebetween the carrying value of the goodwill or other intangible assets and the implied fair value of the goodwill or the fair value of otherintangible assets in the period the determination is made.We cannot accurately predict the amount and timing of any potential futureimpairme

112、nt of assets.Should the value of goodwill or other intangible assets become impaired,there could be a material adverse effect on ourfinancial condition and results of operations.Certain of the Rizobacter shares we own are subject to a judicial injunction that,if decided unfavorably to us,would requi

113、re us to surrenderpart of our interest in Rizobacter thereby reducing our equity interest in Rizobacter.Concurrently with the closing of business combination,the Rizobacter Call Option was exercised and we acquired 80%of Rizobacterscapital stock,which we hold through our subsidiary RASA Holding.An i

114、njunction relating to a disputed transfer of shares that occurred in1995 affects 29%of the shares we hold,and affects 44%of the total share capital of Rizobacter.The injunction requires that 30%of thedividends distributed on such shares be paid into a judicially created escrow account.Although the A

115、rgentine Supreme Court ruled againstcertain of the litigating historical shareholders,such shareholders subsequently pursued other legal recourseincluding the injunction and non-innovative measure(medida de no innovar)to further dispute the original transfer of shares.The non-innovative measure was

116、overturned byan Argentine court of appeals on April 17,2018.We may not be successful in developing marketable or commercial technologies,as our product development cycle is lengthy and uncertain,and we may never generate revenues or earn royalties on the sale of our products currently in development

117、.Our success depends in part on our ability to identify and develop high-value crop productivity commercial products,which is anexpensive,complex,prolonged,and uncertain process.Through our technology sourcing and product development collaborations,we commitsubstantial efforts and other resources to

118、 accomplish this.Our process of developing and commercializing technologies involves several phasesand can take several years from discovery to commercialization of a product.On average,it takes between five and twelve years to develop aproduct for our crop productivity products.Some development ini

119、tiatives may never result in a commercially viable product.Table of Contents10As of the date of this report,many of our products have been commercialized by Rizobacter,Bioceres Semillas and Pro Farm.There canbe no assurance that our future crop productivity technologies will be viable for commercial

120、 use,or that we will be able to generate revenuesfrom those technologies,in a significant manner or at all.If our products are unsuccessful in achieving their desired effect or otherwise fail tobe commercialized,we will not receive revenues from our customers or royalty payments from the commerciali

121、zation the technologies wedevelop or license,which could materially and adversely affect our business,financial condition,results of operations and growth strategy.Our products may be unsuccessful or fail to achieve commercialization for any of the following reasons:our products or licensed products

122、 may not be effective in the target crops or may have adverse effects on consumers;we or our joint ventures or collaborators may be unable to obtain the requisite regulatory approvals for our products;our competitors may develop and launch competing or more effective products;our products may no lon

123、ger be desirable as consumer preferences,which are unpredictable and can vary greatly,may change quickly;a market may not exist for seeds containing our licensed seed traits or biological treatments or such products may not becommercially successful;our products may be difficult to produce on a larg

124、e scale or will not be economical to grow;we or the customers to whom we sell our products may be unable to fully develop or commercialize our products in a timely manneror at all;andwe may be unable to patent and/or obtain breeders rights or any other intellectual property rights on our technologie

125、s in the necessaryjurisdictions.Our business and the commercialization of our products currently in development are subject to various government regulations and we orour collaborators may be unable to obtain,or may face delays in obtaining,necessary regulatory approvals.In addition,if we are unable

126、 tocomply with applicable regulatory regimes,we may not be able to sell our products in certain jurisdictions.We are subject to approvals,registrations and regulations relating to different jurisdictions according to the countries in which we operate,which includes,among others,the(i)Argentine regul

127、ations relating to biotechnology,food safety and registration of seeds,(ii)the regulationsimposed by the U.S.Environmental Protection Agency(“EPA”),among other governmental authorities,and(iii)European Union Registration,Evaluation,Authorization,and Restriction of Chemicals regulation.Further,our bu

128、siness is generally subject to two types of regulations:(i)those that apply to our operations and(ii)those that apply toproducts containing or based on our technology.We are responsible for applying for and maintaining the regulatory approvals necessary for ouroperations,particularly those covering

129、our field trials,bio-safety evaluations and feed and food tests.Under the terms of our joint ventureagreements,we and our joint venture partners are jointly responsible for obtaining and maintaining the regulatory approvals necessary for thecommercialization of products that contain our licensed see

130、d traits and other technologies in the various relevant markets.Regulatory andlegislative requirements affect the development,production and sale of our products,including the testing,commercialization and planting ofseeds containing our biotechnology licensed seed traits.Failure to receive such app

131、rovals or non-compliance with the applicable regulatoryregime could adversely impact our operations and business strategy.Additionally,we may face difficulties in obtaining regulatory approvals injurisdictions in which we have not previously operated or in which we have limited experience.Regulatory

132、 regimes in some of our key target markets may be more onerous and enforced by several entities.For example,in Argentina,the Argentine governments regulation of agricultural biotechnology is enacted and enforced primarily by three agencies;(i)the ArgentineNational Advisory Commission on Agricultural

133、 Biotechnology(Comisin Nacional Asesora de Biotecnologa Agropecuaria),which regulatesactivity related to biosafety;(ii)the National Food Safety and Quality Service(Servicio Nacional de Sanidad y Calidad Agroalimentaria)which regulates activity related to food and feed safety;and(iii)the National See

134、d Institute(Instituto Nacional de Semillas)which controls theregistries for both entities and products that are under its jurisdiction,among other functions.Additionally,the National Market Regulator(Direccin Nacional de Mercados)must conduct an economic evaluation.Table of Contents11In the United S

135、tates,the field testing,manufacture,sale and use of crop protection,plant health and plant nutrition products are extensivelyregulated by the EPA and other state,local and foreign governmental authorities.As we introduce new formulations of and applications for ourproducts,we may need to seek EPA ap

136、proval prior to commercial sale.For any such approval,the EPA may require us to fulfill certainconditions within a specified period of time following initial approval.Although the EPA has in place a registration procedure for biopesticidesthere can be no assurance that all of our products or product

137、 extensions will be eligible for this streamlined procedure or that additionalrequirements will not be mandated by the EPA that could make the procedure more time consuming and costly for our future products.Furthermore,in most of our key target markets,including the United States,regulatory approva

138、ls must be received prior to the importation andcommercialization of genetically modified products.When products containing our licensed seed traits or other technology reach large-scale field trials,bio-safety evaluations and commercialapproval stages,if we,our joint ventures or other collaborators

139、 are unable to obtain the requisite regulatory approvals or if there is a delay inobtaining such approvals(for example,as a result of negative market perception,consumer groups legal actions against genetically modifiedorganisms(“GMO”),heightened regulatory standards or unfamiliarity with the applic

140、able regulatory regime),such products may not becommercialized,which would negatively impact our business and results of operations.Our HB4 seed business is dependent predominantly on the success of a technology that we license.Many of our biotechnology licensed seed products currently under develop

141、ment incorporate HB4 technology,a drought-toleranttechnology.We expect that the sale of biotech seeds that contain HB4 technology,our HB4 seed business,will comprise an increasing portionof our future revenues.As a result,our future growth and financial performance will be influenced by our ability

142、to commercialize our licensedHB4 technology,and if this effort is unsuccessful our business could be materially and adversely affected.The licenses Bioceres Group PLC has granted us for HB4 soy are globally exclusive,and for HB4 wheat they are exclusive in Argentina,Brazil,Paraguay,and Uruguay,and n

143、on-exclusive in all other territories.If this licensing agreement is declared unenforceable or invalid,wecould lose access to one of our principal technologies and could become involved in costly or time-consuming legal disputes.Furthermore,thetechnology licensed to us by Bioceres Group PLC could be

144、come obsolete or uneconomical due to technological advances or entirely differentapproaches developed by one or more of our competitors.This scenario could prevent or limit our ability to generate revenues from thecommercialization of our licensed seed traits and technology.There are a limited numbe

145、r of prospective collaborators in the markets in which we operate.Our Research and Development(“R&D”)and commercialization activities are costly,time-intensive and require significant infrastructureand resources.Therefore,our business strategy involves entering into collaboration and joint venture a

146、rrangements with global agriculturalfirms to leverage their resources,know-how and distribution channels and into collaborations with research institutions and governmentalagencies to facilitate our low-cost approach to R&D.The crop productivity market is highly consolidated and dominated by a relat

147、ively smallnumber of large companies.Additionally,there are a limited number of researchers and research institutions focused on the technologies thatwe seek to develop and competition for entry into collaboration arrangements with them can be challenging.Due to the small number ofcompanies in our m

148、arkets and the small number of potential collaborators,there are limited opportunities for us to pursue additional jointventures and collaborations with new partners and collaborators.If we may cease to be attractive to prospective collaborators if our technologyplatform or track record is not perce

149、ived to be sufficiently developed or successful or if,in the case of prospective joint venture partners,suchprospective partners view us as a competitor and choose not to collaborate with us.In addition,if we fail to develop or maintain ourrelationships with any of our existing collaborators,we coul

150、d lose our opportunity to work with that collaborator and could be subject toreputational damage that could negatively impact our relationships with other collaborators in what is a relatively small industry community.Ifwe are unable to enter into new joint venture agreements or collaborations,we ma

151、y face higher development costs than initially anticipated,greater difficulties in achieving commercialization,challenges in expanding our portfolio of technologies and distribution networks andcommercial products,or other adverse impacts,which could have a material adverse effect on our business pr

152、ospects.Our joint venture agreements or any partnerships that we may enter into in the future may not be successful,or we may fail to perform ourrespective contractual obligations,which could adversely affect our ability to develop and commercialize our product candidates,as well asresult in dispute

153、s with our collaborators.We may seek partnerships or joint venture arrangements with third parties for the development or commercialization of our productcandidates depending on the merits of retaining commercialization rights for ourselves as compared to entering into partnerships or jointventure a

154、rrangements.We will face,to the extent that we decide to enter into partnerships or joint venture agreements,significant competitionin seeking appropriate partners.Moreover,partnerships or joint venture arrangements are complex and time-consuming to negotiate documentimplement and maintain.We may no

155、t be successful in our efforts to establish and implement partnerships,joint ventures,or other alternativearrangements and such partnerships,joint ventures,or arrangements may not be successful.Furthermore,the terms of any partnerships,jointventures,or other arrangements that we may establish may no

156、t be favorable to us.Table of Contents12Pursuant to our joint venture agreements,other agreements with our joint venture partners and collaboration arrangements,we are requiredto provide R&D services over a particular period of time and meet other contractual obligations.If we fail to perform our ob

157、ligations underthese agreements,our collaborators obligations to us may be reduced and,in other cases,our collaborators may seek to dissolve thecorresponding joint venture or terminate their agreements with us and,as a result,our anticipated revenues may decrease.In addition,thefailure of any of our

158、 collaborators to perform their contractual obligations,due to financial hardship,disagreement under the relevantagreement or for any other reason,may hinder our research collaboration,development and commercialization activities,increase our costs andmaterially and adversely affect our results of o

159、perations.Because some of our intellectual property has been licensed to various joint venturesfor use in several different fields,the interests of each of our partners in these joint ventures may not always be aligned.As a result,it ispossible that potential disputes may arise between us and our pa

160、rtners.Additionally,a licensee,collaborator or third party may use our intellectual property without our permission,dispute our ownership ofcertain intellectual property rights or argue that our intellectual property does not cover the joint ventures marketed product.We seek toaddress these concerns

161、 in our contractual agreements;however,we may not have contractual arrangements with the party in question and/orsuch provisions may not be effective.If these provisions prove to be ineffective,we may not be able to achieve our objectives of generatingsignificant revenues from crop productivity prod

162、ucts sales and royalties from our seed technologies.Furthermore,regardless of any resort tolegal action,a dispute with an end-customer,a licensee or collaborator over intellectual property rights may damage our relationship with thatlicensee or collaborator and may also harm our reputation in the in

163、dustry.Further,our ability to generate value from our joint ventures and research collaborations will depend on,among other things,our ability towork cooperatively with our collaborators for the discovery,development and commercialization of our technology and products and we maybe unable to do so.W

164、e cannot be sure that this structure will be successful in commercializing our products.Furthermore,the agreementsgoverning our partnership and collaborations are complex and cover a range of future activities.Such a dispute may also negatively affect ourrelationship with one or more of our other co

165、llaborators and may hinder our ability to enter into future collaboration agreements.Any of theseoccurrences could negatively impact our business and results of operations.The success of our R&D partnerships or joint venture arrangements will depend heavily on the efforts and activities of our partn

166、ers.Ourjoint venture arrangements may present financial,managerial,and operational challenges,including potential disputes,liabilities,orcontingencies and may involve risks not otherwise present when operating independently including:partners may have business interests,goals or cultures that are or

167、 become inconsistent with our business interests,goals or culture;partners may have significant discretion in determining the efforts and resources that they will apply to partnerships or joint ventures;partners may not pursue development and commercialization of our potential products or may elect

168、not to continue or renewdevelopment or commercialization programs based on trial results,changes in their strategic focus due to the acquisition ofcompetitive products,availability of funding or other external factors,such as business combination that diverts resources or createscompeting priorities

169、;partners may delay trials,provide insufficient funding for a trial program,stop a trial,abandon a product candidate,repeat or conductnew trials or require a new formulation of a product candidate for testing;partners could independently develop,or develop with third parties,products that compete di

170、rectly or indirectly with our products orproduct candidates;a partner with marketing manufacturing and distribution rights to one or more products may not commit sufficient resources to orotherwise not perform satisfactorily in carrying out these activities;we could grant exclusive rights to our par

171、tners that would prevent us from collaborating with others;partners may not properly maintain or defend our intellectual property rights or may use our intellectual property or proprietaryinformation in a way that gives rise to actual or threatened litigation that could jeopardize or invalidate our

172、intellectual property rightsor proprietary information or expose us to potential liability;Table of Contents13we may incur liabilities or losses as a result of an action taken by the joint venture or our joint venture partners;disputes may arise between us and a partner that causes the delay or term

173、ination of the research development or commercialization ofour current or future products or that results in costly litigation or arbitration that diverts management attention and resources;our joint venture partners may act contrary to our instructions,requests,policies or objectives,which could re

174、duce our return oninvestment,harm our reputation or restrict our ability to run our business;partnerships may be terminated,and,if terminated,may result in a need for additional capital to pursue further development orcommercialization of the applicable current or future products;partners may own or

175、 co-own intellectual property covering our products that results from our partnering with them and in such cases,we would not have the exclusive right to develop or commercialize such intellectual property;anda partners sales and marketing activities or other operations may not comply with applicabl

176、e laws resulting in civil or criminalproceedings.The risks described above or the failure to continue any joint venture or joint development arrangement or to resolve disagreements withour current or future joint venture partners could materially and adversely affect our ability to transact the busi

177、ness that is the subject of suchjoint venture,which would in turn negatively affect our financial condition and results of operations.We may experience difficulties in collecting payments or royalties to which we believe we are entitled.We sell certain of our products to distributors through Rizobac

178、ter,Bioceres Semillas and Pro Farm.We also often license the use of certaintechnologies to collaborators and licensees who use or will use the intellectual property to develop and commercialize seeds with improvedseed traits.Additionally,we may be entitled under applicable intellectual property laws

179、 in the countries in which we operate to the payment ofroyalties from end users who subsequently multiply and use our seed technology.In each case,we may not actually receive the payments orroyalties to which we are entitled,due to failure or refusal of the responsible parties to pay the amounts due

180、.Failure to receive amounts owed tous could have an adverse impact on our business.In the case of royalty payments from licensees,we rely on the good faith of the licensees to report to us the sales they earn from theseproducts and to accurately calculate the royalties,to which we are entitled,proce

181、sses that may involve complicated and difficult calculations.Under existing agreements,we have the right to inspect the inventory and accounts of multipliers of our seeds and licensees of ourtechnologies;however,we must also rely on the good faith of end users to accurately report to us the multipli

182、cation of our seeds and remitroyalty payments due in respect of the same,which may be respected to varying degrees in different jurisdictions given the absence ofcontractual privity and prevailing market practice.We may face difficulty servicing our indebtedness,including the Notes due 2026.Our abil

183、ity to make scheduled payments of the principal of,to pay interest on,or to refinance our indebtedness depends on our futureperformance,which is subject to many factors,including economic,financial,competitive and other,beyond our control.We cannot assure youthat our business will generate sufficien

184、t cash flow from operations or that future borrowings will be available to us in an amount sufficient toenable us to pay our indebtedness or to fund our other liquidity needs.We may elect to make interest payments under the Secured Convertible Guaranteed Notes due 2026 in kind,which will be capitali

185、zed,butif the Secured Convertible Guaranteed Notes due 2026 are not converted into ordinary shares,we will be required to pay the principal thereofin cash.Our ability to refinance the Secured Convertible Guaranteed Notes due 2026,will depend on the financial markets and our financialcondition at suc

186、h time.We may not be able to engage in any of these activities or engage in these activities on desirable terms,which couldresult in a default on our debt obligations and limit our flexibility in planning for and reacting to changes in our business.Holders of theSecured Convertible Guaranteed Notes

187、due 2026 have the right to require us to repurchase their Secured Convertible Guaranteed Notes due2026 for cash upon the occurrence of a change of control.We cannot assure you that we will have sufficient financial resources,or will be ableto arrange financing,to pay the price in cash with respect t

188、o any Secured Convertible Guaranteed Notes due 2026 surrendered by holders forrepurchase upon a change of control.In addition,restrictions under our then existing credit facilities or other indebtedness,if any,may notallow us to repurchase the Secured Convertible Guaranteed Notes due 2026 upon a cha

189、nge of control.Our failure to repurchase the SecuredConvertible Guaranteed Notes due 2026 upon a change of control when required would result in an event of default with respect to the SecuredConvertible Guaranteed Notes due 2026 which could,in turn,constitute a default under the terms of our other

190、indebtedness,if any.If therepayment of the related indebtedness were to be accelerated after any applicable notice or grace periods,we may not have sufficient funds torepurchase the Secured Convertible Guaranteed Notes due 2026 and the Noteholders may therefore enforce their security interest over t

191、hecollateral pledged to them.Table of Contents14We depend on our key personnel and research collaborators,and we may be adversely affected if we are unable to attract and retainqualified scientific and business personnel.Our business is dependent on our ability to recruit and maintain highly skilled

192、 and educated individuals through direct employment orcollaboration arrangements,with expertise in a range of disciplines,including biology,chemistry,plant genetics,agronomy,mathematicsprogramming and other specializations which are relevant to our business.Our ability to recruit such talent depends

193、 in part on our ability tomaintain our market leadership in agricultural biotech industry in countries in which we operate.Maintaining our ability to attract highlyskilled workers and leading scientific institutions depends in part on our ability to maintain a strong technology platform and state-of

194、-the-artfacilities,as well as our ability to consistently and successfully commercialize our technology.There can be no assurance that we will be able tomaintain leading scientific capabilities or continue to successfully maintain advanced technology in the market.Our success is also dependent to a

195、significant degree upon the technical skills and continued service of certain members of ourmanagement team,in particular those of our Chief Executive Officer,Dr.Federico Trucco,who has occupied several positions at Bioceressince 2005,and has vast experience and knowledge of our business,strategy an

196、d technologies.Furthermore,he has developed and maintainedstrong relationships with our original shareholders.The cessation of Dr.Truccos employment for any reason could have a material andnegative impact on us.In addition,the number of qualified and highly educated personnel in Argentina,where most

197、 of our operations arelocated,is limited and competition for the services of such persons may be intense.Our inability to secure,retain or find replacements for key management and technical personnel could adversely affect our business andcould have a material adverse effect on our business,operatin

198、g results,financial condition and growth prospects.We do not enter into non-compete agreements with all of our employees,and therefore we may be unable to prevent our competitors frombenefiting from the expertise of our former employees.We do not enter into non-compete agreements with all of our emp

199、loyees,which prevents us from limiting our key employees from joiningour competitors or competing directly against us.As a result,we may be unable to prevent our competitors from benefiting from the expertiseof such employees.Direct competition by a former employee could materially adversely affect

200、our business,results of operations and ability tocapitalize on our proprietary information.Adverse changes in global economic conditions,including as a result of the armed conflict in Israel and Palestine and the war in Ukraine,may negatively affect our industry,business,and results of operations.Ou

201、r industry is affected by changes in economic conditions outside our control,which can result in a general decrease in product demandfrom our customers.Such economic developments,like inflationary pressures in the U.S.and elsewhere,the China trade wars,the armedconflict in Israel and Palestine and t

202、he war in Ukraine may affect our business in a number of ways.Reduced demand may drive us and ourcompetitors to offer products at promotional prices,which would have a negative impact on our profitability.In addition,the tightening ofcredit in financial markets may adversely affect the ability of ou

203、r customers and suppliers to obtain financing for significant purchases andoperations and could result in a decrease in,or cancellation of,orders for our products.If demand for our products slows down or decreases,wewill not be able to maintain our revenue and we may run the risk of failing to satis

204、fy the financial and other restrictive covenants to which weare subject under our existing indebtedness.Reduced revenue as a result of decreased demand may also reduce our planned growth andotherwise hinder our ability to improve our performance in connection with our long-term strategy.In addition,

205、through Pro Farm,we maintain an indirectly wholly owned subsidiary in Russia,Pro Farm Russia,LLC,and own a 12%minority interest in a third-party manufacturing plant in Vyborg,Russia.While our revenues derived from sales to customers in Ukraine andRussia are currently immaterial,products for Pro Farm

206、,our wholly owned subsidiary,are partially sourced by suppliers from the manufacturingplant in Russia.We may face risks associated with maintaining our subsidiary in Russia and minority ownership of the manufacturing plant,orwith any international operations in Russia,including risks associated with

207、 our compliance with evolving international sanctions and potentialreputational harm as a result of our operations in Russia.Further,Russias president Vladimir Putin has approved decrees which allow thegovernment to seize assets owned by foreign businesses and has taken steps to invalidate intellect

208、ual property protections for U.S.-basedcompanies operating in Russia,in addition to refraining from recognizing patent rights of companies from countries that have imposedsanctions on Russia in response to the ongoing conflict in Ukraine.Moreover,the ongoing conflict between Russia and Ukraine may i

209、ncreasecybersecurity risks,as a result of escalation in cyberattacks.Should the conflict escalate or be prolonged,supply chain,trade routes andagricultural markets could be adversely affected,which,in turn,could materially,adversely affect our business operations and financialperformance.Table of Co

210、ntents15While we have policies and procedures in place designed to ensure compliance with applicable sanctions and trade restrictions,ouremployees,contractors,and agents may take actions in violation of such policies and applicable law,and we could be held ultimatelyresponsible.If we are held respon

211、sible for a violation of U.S.sanctions laws,we may be subject to various penalties,any of which could have amaterial adverse effect on our business,financial condition or results of operations.Further,our earnings may be adversely affected by fluctuations in the price of certain commodities,such as

212、grains,milk,meat,biofuelsand biomaterials,which can be affected by adverse geopolitical conditions.As the outcomes of the ongoing international conflicts remainhighly uncertain,they may contribute to significant volatility in global financial markets,and shortages and increases in the prices ofcommo

213、dities.If commodity prices continue to be negatively impacted,the value of our products could be directly and negatively impacted.Additionally,growers incomes have historically been negatively affected by commodity prices.As a result,fluctuations in commodity pricescould have an impact on growers pu

214、rchasing decisions and negatively affect their ability and decisions to purchase our seeds or products thatincorporate our proprietary technology.We cannot anticipate all of the ways in which the current economic climate and financial marketconditions could adversely impact our business.The spread o

215、f global pandemics and government efforts to control the effect and spread of such pandemics have had and may have adisruptive effect on different aspects of our business.The spread of global pandemics impacted the world economy and the jurisdictions in which we conduct our business.If such pandemic

216、soccur,the jurisdictions in which we conduct our business may impose mandates and/or regulations or implemented measures to counter thespread of viruses.While it is not possible to predict the future impact of global pandemics and the effect of the measures adopted by governments,globalpandemics hav

217、e in the past and in the future may significantly affect global economic conditions.Furthermore,global pandemics andgovernments future responses to global pandemics may affect our financial position and results of operations.However,the impact of suchpandemics on our business,results of operations,a

218、nd financial position remains uncertain.Our crop productivity business is highly seasonal and affected by factors beyond our control,which may cause our sales and operatingresults to fluctuate significantly.The sale of our products is dependent upon planting and harvest seasons and are expected to r

219、esult in highly seasonal patterns andsubstantial fluctuations in quarterly sales and profitability.As we increase the variety of products sold within our current markets,and expandinto new markets in different geographies,the seasonality of our business may change.Therefore,our business may be more

220、seasonal orexperience seasonality in different periods than anticipated.Weather conditions and natural disasters,such as heavy rains,hail,floods,freezing conditions,windstorms,drought or fire,affectdecisions by our distributors,direct customers and end users about the types and amounts of products t

221、o use and the timing of harvesting andplanting.As a result,our operating results may vary substantially from year to year and quarter to quarter beyond the regular seasonal patternspredictions.Other factors may also contribute to the unpredictability of our operating results,including the size and t

222、iming of significant distributortransactions,the delay or deferral of use of our commercial technology or products and the fiscal or quarterly budget cycles of our directcustomers,distributors,licensees and end users.Customers may purchase large quantities of our products in a particular quarter to

223、store and useover long periods of time or time their purchases to manage their inventories,which may cause significant fluctuations in our operating resultsfor a particular quarter or year.Our results of operations from our crop productivity products may vary significantly from period to period due

224、to circumstances beyond ourcontrol,including as a result of climate change.The crop productivity market is affected by various factors that make their operations relatively unpredictable from period to period.Thedevelopment of our products may be adversely affected by circumstances beyond our contro

225、l.For our crop productivity products,factorsbeyond our control include weather and climatic change,such as droughts or heat stress,or other factors we are unable to identify.Forexample,if there were a prolonged or permanent disruption to the electricity,climate control or water supply operating syst

226、ems in ourgreenhouses or laboratories,the plants on which we are testing our licensed seed traits and the samples we store in freezers,both of which areessential to our development activities,would be severely damaged or destroyed,adversely affecting our development activities and therebyour busines

227、s and results of operations.We have experienced crop failures in the past for various reasons,which have required us to re-start fieldtrials and delays in achieving expected results.In addition,climate change may have a negative effect on agricultural productivity in thelocations where we operate,wh

228、ich may lead to adverse long-term impacts on our business and results of operations.Table of Contents16The crop productivity market is also vulnerable to crop disease and to pests,which may vary in severity and effect,depending on the stageof production at the time of infection or infestation,the ty

229、pe of treatment applied,climatic conditions and the risks associated with ongoingglobal climate change.The costs to control disease and other infestations vary depending on the severity of the damage and the extent of theplantings affected.Moreover,there can be no assurance that available technologi

230、es to control such infestations will continue to be effective.These infestations can also increase costs,decrease revenues and lead to additional charges to earnings,which may have a material adverseeffect on our business,financial position and results of operations.Any development or product failur

231、e we may experience or any inability to economically source necessary materials could result inincreased cost of development of our crop productivity products,which may negatively impact our business and results of operations.Certain estimates of market opportunity included in this report are based

232、on assumptions that are inherently uncertain and subject to risksand uncertainties that could have a material adverse effect on our business,operating results,and financial condition.The information regarding our market opportunities has been prepared by management and our assumptions underlying our

233、 statementsabout these market opportunities are inherently uncertain and are subject to significant business,economic,regulatory and competitive risksand other uncertainties that could cause actual results to differ materially from those set forth in managements estimates.No independent thirdparty h

234、as compiled,examined,or performed any procedures with respect to our potential market opportunities,nor has any third partyexpressed any opinion or any other form of assurance on the information or its achievability by us,and no independent third party has assumedresponsibility for,or claimed any as

235、sociation with,the information we have included herein regarding such potential market opportunities.Theinformation regarding market opportunities is not fact and should not be relied upon as being indicative of future results.Consumer and government resistance to GM crops may negatively affect our

236、public image and reduce sales of seeds or other productscontaining our licensed seed traits.In addition,Bioceres S.A.,from whom we license HB4 technology,is party to a legal proceeding inArgentina,which if decided unfavorably would adversely affect our ability to sell HB4 products in Argentina.We de

237、velop biotech seeds,including GM seeds and the successful commercialization of our products depends,in part,on publicacceptance of genetically engineered agricultural products.Some consumers may reject foods made from GM seeds and production of certainGM crops is prohibited in certain countries.Any

238、increase in negative perceptions of GM crops,or more restrictive government regulations inresponse thereto,could have a negative effect on our business and may delay or impair the development and commercialization of some of ourproducts.The commercial success of our products may be adversely affecte

239、d by claims that biotechnology plant products are unsafe for consumptionor use,pose risks of damage to the environment,or create legal,social and ethical dilemmas.The high public profile of biotechnology in food production and food products and public attitudes about the safety and environmentalhaza

240、rds of,and ethical concerns over,genetic research and biotechnology plant products could negatively affect our public image and results ofoperations.The prohibition of the production of certain GM crops in certain countries and the current resistance from consumer groups to GM cropsnot only limits o

241、ur access to such markets but also has the potential of spreading to and influencing the acceptance of products developedthrough biotechnology in other regions of the world and may also influence regulators in other countries to limit or ban production of GMcrops,which could limit the commercial opp

242、ortunities to exploit biotechnology.For example,in the United States,no product may be labelledas“organic”if it contains any GMO.Additionally,as of 2022,the National Bioengineered Food Disclosure Standard requires that foodmanufacturers,importers and certain retailers label foods that are bioenginee

243、red or contain bioengineered ingredients.Such labelling may carrya negative connotation for consumers and could make it difficult and expensive for companies to use ingredients from GM crops and distributeproducts in compliance with the labelling requirements,each of which could in turn have an adve

244、rse impact on the sale of our licensed GMseeds.In Argentina,a class action suit has been filed against Bioceres S.A.(from whom we license HB4 technology),certain biotechnologycompanies and the national government.The class action plaintiffs request that GMO foods be mandatorily labelled as such and

245、that measuresbe taken to protect land use,among others.As we license HB4 technology from Bioceres S.A,if such action were to be decided unfavorably,we would no longer be able to sell products that contain HB4 technology in Argentina,which would have a significant negative impact on ourrevenue.As of

246、the date of this report,the plaintiffs request for injunctions against GMO approvals were rejected by the Federal Court ofAppeals and an injunction appealed before the Argentine Supreme Court was also rejected.Table of Contents17GM crops are grown principally in the United States,Brazil and Argentin

247、a,where there are fewer restrictions on the production of GMcrops.If these or other countries where GM crops are grown or where we engage in business activities enact laws or regulations that ban theproduction of such crops or make regulations more stringent,we could experience a longer product deve

248、lopment cycle for our products andmay be forced to abandon projects related to certain crops or geographies,both of which would negatively affect our business and results ofoperations.Public attitudes towards ownership of genetic material and potential changes to laws regulating such ownership could

249、 weaken ourintellectual property rights with respect to our genetic material and discourage R&D partners from supporting,developing or commercializingour products and technologies.Competition in crop productivity products,including biologicals,is intense and requires continuous technological develop

250、ment.We currently face significant direct and indirect competition in the markets in which we operate.The markets for crop productivityproducts,including biologicals,are intensely competitive and rapidly changing.Many companies engage in the development these products,and speed in commercializing a

251、new product can be a significant competitive advantage.As an example,some of our competitors engage in research associated with discovery and therefore have R&D budgets that are moresignificant than our own R&D budget and that cover more activities than those in which we engage.In addition,former co

252、llaborators,by virtueof having had access to our proprietary technology,may utilize know-how acquired while employed by us for their own development efforts.In most segments,the number of products available to end-consumers is steadily increasing as new products are introduced.We may beunable to com

253、pete successfully against our current and future competitors,which may result in price reductions,reduced margins and theinability to achieve market acceptance for our products and technologies.In addition,many of our competitors have substantially greaterfinancial,marketing,sales,distribution and t

254、echnical resources than us and some of our competitors have more experience in R&D,regulatorymatters,manufacturing and marketing.We anticipate increased competition in the future as new companies enter the market and newtechnologies become available.Programs to improve genetics and crop protection c

255、hemicals are generally concentrated within a relativelysmall number of large companies,while non-genetic approaches are underway with broader set of companies.Mergers and acquisitions in theplant science,specialty food ingredient and agricultural biotechnology seed and chemical industries may result

256、 in even more resources beingconcentrated among a smaller number of our competitors.The expiration of patents covering existing products reduces the barriers to entry for competitors.Our ability to compete effectively and toachieve commercial success depends,in part,on our ability to(i)control manuf

257、acturing and marketing costs,(ii)effectively price and marketour products,(iii)successfully develop an effective marketing program and an efficient supply chain,(iv)develop new products with propertiesattractive to food manufacturers or growers,and(v)commercialize our products quickly without incurr

258、ing major regulatory costs.We may notbe successful in achieving these factors and any such failure may adversely affect our business,results of operations and financial condition.Table of Contents18Changes in laws and regulations to which we are subject,or to which we may become subject in the futur

259、e,may materially increase ourcosts of operation,decrease our operating revenues and disrupt our business.Laws and regulatory standards and procedures that impact our business are continuously changing.Responding to these changes andmeeting existing and new requirements may be costly and burdensome.C

260、hanges in laws and regulations may occur that could:impair or eliminate our ability to source technology and develop our products,including validating our products through field trialsand passing biosafety evaluations;increase our compliance and other costs of doing business through increases in the

261、 cost to protect our owned and licensed intellectualproperty,including know-how,trade secrets and regulatory data,or increases in the cost to obtain the necessary regulatory approvalsto commercialize and market the products we develop directly or jointly;require significant product redesign or redev

262、elopment;render our licensed seed traits and technology and products that incorporate them less profitable or less attractive compared tocompeting products;reduce the amount of revenues generated from licenses or other royalties;restrict or increase the costs of making payments and distributions;inc

263、rease our export and import duties and costs or intensify controls and restrictions on our imports;anddiscourage us and other collaborators from offering,and end-markets from purchasing,products that incorporate our licensed seedtraits and technology.Any of these events could have a material adverse

264、 effect on our business,results of operations and financial condition.As of the datehereof,we believe that we substantially comply with regulations in Argentina and other countries in which we operate relating to GM crops.However,if these regulations change,our validation trials and compliance effor

265、ts may become costly and burdensome.Any changes in regulation in countries where GM crops are grown or exported into could result in our collaborators,other third parties orus being unable or unwilling to develop,commercialize or sell products that incorporate our licensed seed traits or technology.

266、In addition,werely on various forms of intellectual property rights protection.Legislation and precedents relating to intellectual property rights in the keymarkets where we seek protection,such as the United States,Brazil and Argentina,is evolving and changes in laws could affect our ability toobta

267、in or maintain intellectual property rights protection for our products.Any changes to these existing laws and regulations may materiallyincrease our costs,decrease our revenues and disrupt our business.Our indebtedness could adversely affect our financial condition.As of June 30,2024,our total inde

268、btedness was US$259.7 million,of which US$136.7 million matures in the fiscal year ending June 30,2025.We may incur additional indebtedness in the future.Our indebtedness could have important adverse consequences,including:limiting our ability to obtain additional financing to fund future working ca

269、pital,capital expenditures,acquisitions or other generalcorporate requirements;requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes,thereby reducingthe amount of cash flows available for working capital,capital expenditures,acquisitions

270、 and other general corporate purposes;increasing our vulnerability to general adverse economic and industry conditions;limiting our flexibility in planning for and reacting to changes in the industry in which we compete;Table of Contents19placing us at a disadvantage compared to other,less leveraged

271、 competitors;andincreasing the cost of borrowing.The occurrence of any of the above may negatively impact our business and results of operations.If any of our indebtedness getsaccelerated as a result of our failure to meet certain covenants,the risks described above could intensify.See“Item 5.Operat

272、ing and FinancialReview and ProspectsB.Liquidity and Capital ResourcesIndebtedness.”Price increases and shortages of raw materials could adversely affect our results of operations.Our results of operations may be affected by the availability and pricing of raw materials,principally materials needed

273、to design ourtechnologies,such as raw glycerin.Factors such as changes in the global or regional levels of supply and demand,weather conditions,seasonalfluctuations,shortages or interruptions,changes in global climates and government regulations could substantially impact the price of rawmaterials.T

274、hese and other factors could also cause plant shutdowns,reductions in capacity,delays and increased costs with associatedmanufacturers.To the extent we are unable to pass on increases in raw materials and energy prices to our customers,a substantial increase inraw material prices or a continued inte

275、rruption in supply could have a material adverse effect on our business,financial condition and results ofoperations.The overall agricultural industry is susceptible to commodity price volatility and,we,along with our food manufacturing customers andgrower customers,are exposed to market risks from

276、changes in commodity prices.Volatility in the prices of certain commodity products could result in higher overall costs along the agricultural supply chain,which maynegatively affect our ability to commercialize our products.We are susceptible to cost volatility in the agricultural industry as a res

277、ult of factorsbeyond our control,such as general economic conditions,seasonal fluctuations,weather conditions,demand,food safety concerns,productrecalls and government regulations.Further,we may not be able to anticipate or react to such volatility in a timely manner,which could causeour operating r

278、esults to deteriorate.We may be required to pay substantial damages as a result of uninsured product liability claims.Product liability claims are a commercial risk for our business,particularly as we are involved in the sale of commercial technology andthe supply of biotechnological products,some o

279、f which may be shown in the future to be harmful to humans and the environment.We may beheld liable if any product we develop is found unsuitable during marketing,sale or consumption.We do not currently have insurance coveragefor such claims.Courts have levied substantial damages in the United State

280、s and elsewhere against a number of companies in the agricultureindustry in past years based upon claims for injuries allegedly caused by the use of their products.There is a possibility that a product liabilitycase could be filed against us in Argentina,as there are precedents of cases relating to

281、the use of pesticides,for example.However,inArgentina,damages relating to these cases may be substantial albeit potentially smaller than those typically awarded in the United States.In addition,we may face product liability and similar claims involving cross-pollination of crops,which recently has a

282、ffected othercompanies in our industry operating in the United States,and cross-contamination of GMO and non-GMO ingredients.Product liability claimsagainst us,our joint ventures or third-party licensees selling products that contain our licensed seed traits or technology or allegations ofproduct li

283、ability relating to seeds or other products containing seed traits or technology developed by us could damage our reputation,harm ourrelationships with our collaborators and other business counterparties and materially and adversely affect our business,results of operations,financial condition and p

284、rospects.Our operations are subject to various health and environmental risks associated with our use,handling,storage and disposal of potentiallytoxic materials.We are subject to numerous federal,state,local and foreign environmental,health and safety laws and regulations,including thosegoverning l

285、aboratory procedures,the handling,use,storage,treatment,manufacture and disposal of hazardous materials and wastes,dischargeof pollutants into the environment and human health and safety matters.As part of our technology sourcing and product development activities,we develop GMOs by inserting new ge

286、nes into the genomes of certain plants and bacteria.Though we introduce these genes in order toimprove plant traits,we cannot always predict the effect that these genes may have on the organism.In some cases,the genes may render theorganism poisonous or toxic,or they may cause the organism to develo

287、p other dangerous characteristics that could harm the organismssurrounding environment.Furthermore,there is a risk that,when testing GMOs,the seeds or strains of these organisms may escape thelaboratory,greenhouse,industrial facility or field in which they are being tested and contaminate nearby are

288、as.Poisonous or toxic organismsmay therefore be inadvertently introduced into the environment or possibly enter the food production system,harming the people and animalswho come in contact with them.Our crop protection products,which include Rizoderma,adjuvants,therapies,fungicides and insecticides,

289、among others,bear similar risks in the development stage.Table of Contents20We cannot eliminate the risk of injuries or damages caused by the contamination or discharge of these materials.If these risks were tomaterialize,we could be subject to fines,liability,reputational harm or otherwise adverse

290、effects on our business.We may be sued for anyinjury or contamination that results from our use or the use by third parties of these materials,or may otherwise be required to remedy thecontamination,and our liability may exceed any insurance coverage and our total assets.Furthermore,compliance with

291、environmental,healthand safety laws and regulations may be expensive and may impair our R&D efforts.If we fail to comply with these requirements,we couldincur substantial costs and liabilities,including civil or criminal fines and penalties,clean-up costs or capital expenditures for controlequipment

292、 or operational changes necessary to achieve and maintain compliance.In addition,we cannot predict the impact on our business ofnew or amended environmental,health and safety laws or regulations or any changes in the way existing and future laws and regulations areinterpreted and enforced.These curr

293、ent or future laws and regulations may impair our research,development or production efforts.The requirements of being a public company may strain our resources and distract our management,which could make it difficult tomanage our business.We are required to comply with various regulatory and repor

294、ting requirements,including those required by the SEC.Complying with thesereporting and regulatory requirements is time consuming,resulting in increased costs to us or other adverse consequences.As a public company,we are subject to the reporting requirements of the Exchange Act and the requirements

295、 of the Sarbanes-Oxley Act.These requirements may place a strain on our systems and resources.The Exchange Act requires that we file annual and current reports withrespect to our business and financial condition.The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and proce

296、duresand internal controls over financial reporting.To maintain and improve the effectiveness of our disclosure controls and procedures,we mayneed to commit significant resources,hire additional staff and provide additional management oversight.We expect to implement additionalprocedures and process

297、es for the purpose of addressing the applicable standards and requirements for public companies.These activities maydivert managements attention from other business concerns,which could have a material adverse effect on our business,financial condition,results of operations and cash flows.On June 30

298、,2023,we ceased to be an“emerging growth company,”as defined in the JOBS Act,and we may no longer take advantage ofcertain temporary exemptions from various reporting requirements including,but not limited to,an exemption from compliance with theauditor attestation requirements of Section 404 of the

299、 Sarbanes-Oxley Act and the rules and regulations of the SEC thereunder.Therefore,weexpect to incur additional expenses and devote increased management effort toward ensuring compliance with the additional reportingrequirements that apply as we have ceased to be an“emerging growth company.”We cannot

300、 predict or estimate the amount of additional costswe may incur as a result of becoming a public company or the timing of such costs.We may require additional financing in the future and may not be able to obtain such financing on favorable terms,if at all,which couldforce us to delay,reduce or term

301、inate some of our activities.The process of developing and commercializing products is expensive,lengthy and risky and we expect to continue investing in our R&Dservices to identify new potential products for development.We may require additional capital to fund our technology sourcing and productde

302、velopment projects and to provide working capital to fund other aspects of our business,including changes in our business strategy or theoccurrence of unanticipated events other strategic opportunities.We may seek to issue additional equity securities,which could result in dilution to our existing s

303、hareholders and could adversely affect themarket price of our ordinary shares.Alternatively,we may seek to raise additional debt financing,which could subject us to restrictivecovenants that limit our operating flexibility and require us to comply with certain financial ratios.However,we may not be

304、able to raisesufficient additional funds on terms that are favorable to us,if at all.If we fail to raise the funds we require,our ability to fund our operations,take advantage of strategic opportunities,develop and commercialize products or technologies,or otherwise respond to competitive pressuresc

305、ould be significantly limited.In such an event,we may be forced to delay or terminate our development initiatives or the commercialization ofour technology and products,curtail operations or grant licenses to our technology on terms that are not favorable to us.In addition,we mayincur substantial co

306、sts in pursuing future capital financing,including investment banking fees,legal fees,accounting fees and other costs.Ifadequate funds are not available and on commercially reasonable terms,we may not be able to successfully execute our business strategy orcontinue our business.Table of Contents21De

307、velopment and commercialization of our products may incur scrutiny under the Convention on Biological Diversity Treaty.The Convention on Biological Diversity Treaty is an international treaty that was adopted at the Earth Summit in Rio de Janeiro,Brazil in1992.The treaty provides that if a company u

308、ses genetic resources,such as an indigenous plant,from a participating country to develop aproduct,then such company must obtain the prior informed consent of the participating country and owes fair and equitable compensation tothe participating country.Although the United States is not a participat

309、ing country,most countries where we currently obtain or may obtaingenetic resources in the future,including Argentina,have ratified the treaty and are currently participants in the Convention on BiologicalDiversity Treaty.We may fall under scrutiny of the Convention on Biological Diversity Treaty wi

310、th respect to the development orcommercialization of any of our products derived from genetic resources originating from any of the countries that are participants in theConvention on Biological Diversity Treaty.There can be no assurance that the government of a participating country will not assert

311、 that it isentitled to fair and equitable compensation from us.Such compensation,if demanded,may make commercialization of some of our productsimpracticable.Our failure to accurately forecast and/or manage seed and biological inventory could result in an unexpected shortfall or surplus ofproducts wh

312、ich could harm our seed and biological business.We are required to produce inventories of certain of our products(mainly seeds and biologicals)and we monitor our inventory levels basedon our own projections of future demand.Because of the significant time it takes to produce commercial quantities of

313、 seeds,productiondecisions must be made well in advance of sales.An inaccurate forecast of demand for any seed variety can result in the unavailability of seedsin high demand.Such unavailability may depress sales volumes and adversely affect customer relationships.Conversely,an inaccurate forecastco

314、uld also result in an over-supply of seeds which may increase costs,negatively impact cash flow,reduce the quality of inventory andultimately result in inventory write-offs,which could have a material adverse effect on our business,results of operations and financialcondition.We rely on third partie

315、s to grow our seeds.If these parties do not grow our seeds at a satisfactory quality,in a timely manner,in sufficientquantities or at an acceptable cost,our commercialization efforts could be delayed,and our business could be negatively impacted.We rely on affiliated and unaffiliated growers to grow

316、 the majority of our proprietary seed and to sell it to us at negotiated prices each year.Our current reliance on third parties upon others for the production of our seeds may adversely affect our ability to commercialize any productson a timely and competitive basis.If our growers decline to a sign

317、ificant degree to plant the acreage on which we rely,and if we cannot findother growers to plant the lost acreage,our inventory of seed could be insufficient to satisfy the needs of our customers.Furthermore,growersmay refuse to grow our seeds for any reason,including deterioration in our business r

318、elationship or the existence of more favorable terms withother companies.For example,if a particular crop is paying a materially higher price than has been paid in the past,growers may decide to notgrow our seeds in favor of receiving a higher return from an alternative crop planted on the same acre

319、age.If third-party growers decline togrow our seeds or if they are unable to grow our seeds at acceptable quality levels,our business,results of operations and financial conditioncould materially decline.Disruption to our IT and operating system could adversely affect our reputation and have a mater

320、ial adverse effect on our business andresults of operations.Disruption or failure of our IT system due to technical reasons,natural disaster or other unanticipated catastrophic events,including powerinterruptions,storms,fires,floods,earthquakes,terrorist attacks or armed conflicts could significantl

321、y impair our ability to deliver data relatedto our projects to our collaborators on schedule and materially and adversely affect our relationships with our collaborators,therefore,negatively affect our business and our results of operations.If our existing or future IT system does not function prope

322、rly,or if the IT systemproves incompatible with our new technologies,we could experience interruptions in data transmissions and slow response times,preventingus from completing routine research and business activities.Furthermore,we can provide no assurance that our current IT system is fullyprotec

323、ted against third-party intrusions,viruses,hacker attacks,information or data theft or other similar threats.Table of Contents22Our business and operations would suffer in the event of computer system failures,cyber-attacks or a deficiency in our cybersecurity.Despite the continuous implementation o

324、f security measures,our internal computer systems,and those of third parties on which we rely,are vulnerable to damage from computer viruses,malware,natural disasters,terrorism war telecommunication and electrical failures,cyber-attacks or cyber-intrusions over the Internet,attachments to emails,per

325、sons inside our organization,or persons with access to systems insideour organization.The risk of a security breach or disruption,particularly through cyber-attacks or cyber-intrusion,including by computerhackers,foreign governments,and cyber terrorists,has generally increased as the number,intensit

326、y and sophistication of attempted attacks andintrusions from around the world have increased.This risk may be further enhanced as the techniques and tools used in cyber-attacks haveevolved rapidly and now use advanced automation and artificial intelligence.In addition to the extraction of sensitive

327、information,such attackscould include the deployment of harmful malware,ransomware,denial-of-service attacks,phishing attacks,social engineering and other meansto affect service reliability.If any such event were to occur and cause interruptions in our operations,it could result in a material disrup

328、tion ofour product development programs.To the extent that any disruption or security breach was to result in a loss of or damage to our data orapplications,or inappropriate disclosure of confidential or proprietary information,we could incur material legal claims and liability,damage toour reputati

329、on,the further development of our product candidates could be delayed,which could adversely affect our business,financialcondition,and operating results,and could negatively impact our share price.Labor unions can request,and have requested,the unionization of some of our employees.In December 2016

330、and March 2017,the Argentine Trade Union of Truck Drivers(Sindicato de Choferes de Camiones)(the“SCC”)andthe Argentine Union of Rural Workers and Stevedores(Unin Argentina de Trabajadores Rurales y Estibadores)(the“UATRE”),respectivelyrequested the unionization of some employees of Rizobacter.With r

331、espect to the former,the SCC requested to unionize employees involved inlogistics and operation of forklifts.UATRE requested to unionize workers engaged in the handling and storage of grain related to our seedtreatment process undertaken seasonally.After negotiations,both SCC and UATRE came to an ag

332、reement with Rizobacter wherein Rizobacteragreed to hire companies to carry out the operations covered by each union.Each company agreed to indemnify Rizobacter in relation to anysubsequent claims by the workers registered with the SCC or the UATRE,as the case may be,without direct cause to Rizobact

333、er.If new union disputes arise,they may be time consuming and distracting to management.The occurrence of a union dispute could have amaterial and adverse effect on our costs and business,results of operations and financial condition.We are subject to anti-corruption and anti-money laundering laws with respect to both our domestic and international operations,andnoncompliance with such laws can su