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 30,2021ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from toORSHELL 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 num
3、ber: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)Gloria MontaronExecutive DirectorOcampo 210 bis,Predio C
4、CT,RosarioProvince of Santa Fe,ArgentinaPhone:54-341-4861122Email:(Name,Telephone,E-mail and/or Facsimile number and Address of Company Contact Person)Copies to:Conrado Tenaglia,Esq.Matthew S.Poulter,Esq.Linklaters LLP1290 Avenue of the AmericasNew York,NY 10104Phone:(212)903-9000Fax:(212)903-9100Se
5、curities 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 LLCSecurities registered or to be registered pursuant to Section 12(g)of the
6、Act:Table of ContentsNoneSecurities 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 annualreport.41,104,08
7、7 ordinary shares were issued and outstanding as of June 30,2021.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 required to fi
8、le 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 1934during the preceding 12 months(or for such shorter period that
9、the registrant was required to file such reports),and(2)has been subject to such filingrequirements for the past 90 days.Yes NoIndicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site,if any,every Interactive Data File requiredto be submitted an
10、d posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months(or for such shorter period that the registrant wasrequired to submit and post such files).Yes NoIndicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,or an
11、 emerging growth company.Seedefinition of“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 state
12、ments in accordance with U.S.GAAP,indicate by check mark if the registrant has electednot to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)of theExchange Act.Indicate by check mark whether the registrant has
13、filed a report on and attestation to its managements assessment of the effectiveness of its internal controlover financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared orissued its audit report.Indicate by check mark w
14、hich 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 response to the previous question indicate by c
15、heck 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 ContentsiTable of ContentsPART IINTRODUCTORY NOTE AND
16、 PRESENTATION OF FINANCIAL AND OTHER INFORMATION1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2ITEM 1.IDENTITY OF DIRECTORS,SENIOR MANAGEMENT AND ADVISERS3ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE4A.Offer Statistics4B.Method and Expected Timetable4ITEM 3.KEY INFORMATION4A.Selected Financ
17、ial Data4B.Capitalization and Indebtedness4C.Reasons for the Offer and Use of Proceeds4D.Risk Factors4ITEM 4.INFORMATION ON THE COMPANY38A.History and Development of the Company38B.Business Overview40C.Organizational Structure70D.Property,Plant and Equipment72ITEM 4A.UNRESOLVED STAFF COMMENTS72ITEM
18、5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS72A.Operating Results72B.Liquidity and Capital Resources82C.Research and Development,Patents and Licenses,etc.86D.Trend Information86E.Critical Accounting Estimates86ITEM 6.DIRECTORS,SENIOR MANAGEMENT AND EMPLOYEES86A.Directors and Senior Management86B.C
19、ompensation88C.Board Practices90D.Employees92E.Share Ownership92ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS93A.Major Shareholders93B.Related Party Transactions93C.Interests of Experts and Counsel96ITEM 8.FINANCIAL INFORMATION96A.Consolidated Statements and Other Financial Information96B
20、.Significant Changes97ITEM 9.THE OFFER AND LISTING97A.Offer and Listing Details97B.Plan of Distribution98C.Markets98D.Selling Shareholders98E.Dilution98F.Expenses of the Issue98ITEM 10.ADDITIONAL INFORMATION98A.Share Capital98B.Memorandum and Articles of Association98C.Material Contracts100D.Exchang
21、e Controls103E.Taxation105F.Dividends and Paying Agents109G.Statement by Experts109H.Documents on Display109I.Subsidiary Information109ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT RISK109ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES109A.Debt Securities109Table of Contentsi
22、iB.Warrants and Rights110C.Other Securities110D.American Depositary Shares110PART IIITEM 13.DEFAULTS,DIVIDEND ARREARAGES AND DELINQUENCIES111A.Defaults111B.Arrears and Delinquencies111ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS111ITEM 15.CONTROLS AND PROCEDUR
23、ES111A.Disclosure Controls and Procedures111B.Managements Annual Report on Internal Control Over Financial Reporting111C.Attestation Report of the Registered Public Accounting Firm112D.Changes in Internal Control Over Financial Reporting112ITEM 16.Reserved112A.Audit Committee Financial Expert112B.Co
24、de of Ethics112C.Principal Accountant Fees and Services112D.Exemptions from the Listing Standards for Audit Committees113E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers113F.Change in Registrants Certifying Accountant113G.Corporate Governance113H.Mine Safety Disclosure113PART
25、 IIIITEM 17.FINANCIAL STATEMENTS113ITEM 18.FINANCIAL STATEMENTS114ITEM 19.EXHIBITS115Table of Contents1PART IINTRODUCTORY NOTE AND PRESENTATION OF FINANCIAL AND OTHER INFORMATIONIntroductory NoteOn March 14,2019,Union Acquisition Corp.(“Union”or“UAC”),whose name changed to Bioceres Crop Solutions Co
26、rp.,consummatedthe previously announced business combination pursuant to a share exchange agreement,dated as of November 8,2018(as amended,the“Exchange Agreement”),by and among UAC and Bioceres,Inc.,a company incorporated under the laws of Delaware,which converted intoBioceres LLC pursuant to the Re
27、organization(as defined below)on February 28,2019.Prior to the consummation of the business combination on March 14,2019,the following steps took place among Bioceres,Inc.and certainof its affiliates(collectively the“Reorganization”).On February 13,2019,Bioceres,Inc.formed a new subsidiary,BCS Holdi
28、ng Inc.(“BCS Holding”),and contributed all of its assets(including its crop business assets)to BCS Holding in exchange for 100%of the equity interests in BCS Holding.On February 28,2019,Bioceres,Inc.converted into Bioceres LLC,and on March 1,2019,Bioceres S.A.,a company organized under the laws of A
29、rgentina and ourultimate parent company(the“Parent”)contributed all of its equity interest in Bioceres Semillas S.A.U(“Bioceres Semillas”)(its directmajority owned subsidiary)to Bioceres LLC in exchange for additional equity interests in Bioceres LLC.In addition,concurrently with the consummation of
30、 the business combination on March 14,2019,the Rizobacter Call Option(as definedbelow)was exercised,pursuant to which the total indirect ownership of BCS Holding in Rizobacter increased to 80.00%of all outstanding stockof Rizobacter.On October 22,2018,Parent,RASA Holding LLC,a Delaware limited liabi
31、lity company and a wholly owned subsidiary ofBioceres,Inc.,now a wholly-owned subsidiary of BCS Holding(“RASA Holding”),and Pedro Enrique Mac Mullen,Mara Marta Mac Mullenand International Property Services Corp.,as sellers(collectively,the“Grantors”)entered into an amended and restated option agreem
32、ent(asmay be amended from time to time,the“Rizobacter Call Option Agreement”),pursuant to which the Parent,RASA Holding or any of theirnominated affiliates(including BCS Holding and its subsidiaries)would have the option(the“Rizobacter Call Option”)to purchase from theGrantors all of their 11,916,00
33、0 shares of common stock(par value AR$1 each and 5 votes per share)of Rizobacter Argentina S.A.,anArgentine corporation and a subsidiary of RASA Holding(“Rizobacter”),representing 29.99%of all outstanding common stock of Rizobacter.Consideration for the Rizobacter Call Option was in cash and in the
34、form of UAC shares(the“In-Kind Consideration”).As a result of thebusiness combination and the other transactions contemplated by the Exchange Agreement,as well as the Reorganization and exercise of theRizobacter Call Option,Union became the holding company of BCS Holding,its subsidiaries and Biocere
35、s Semillas.Upon the consummationof the business combination,Union changed its name to Bioceres Crop Solutions Corp.Unless the context otherwise requires,“we,”“us,”“our,”“the Company,”“BIOX,”“Bioceres”and“Bioceres Crop Solutions”will refer toBioceres Crop Solutions Corp.and its subsidiaries.Financial
36、 statement informationIn December 2016,our Parent approved a change in its and its subsidiaries fiscal year end from December 31 to June 30.Following thesix-month period ended June 30,2017(the“Transition Period”),our fiscal year end has been June 30 of each year.In connection with thebusiness combin
37、ation,the shareholders of Union passed resolutions to change its fiscal year to June 30,which became effective upon closing ofthe business combination in March 2019,during an extraordinary general meeting held on February 27,2019.The consolidated statements of comprehensive income data for Bioceres
38、for the year ended June 30,2021,2020 and 2019 and theconsolidated statements of financial position data as of June 30,2021,2020 and 2019 are derived from our audited consolidated financialstatements appearing elsewhere in this report.They have been prepared in accordance with International Financial
39、 Reporting Standards(“IFRS”)as issued by International Accounting Standard Board(“IASB”).Our presentation currency is U.S.dollars.We have applied the following standards and amendments for the first time for our annual reporting period commencing July 1,2020:Amendments to IFRS 16-Covid-19-related Re
40、nt ConcessionsAmendments to IFRS 9,IAS 39,IFRS 7,IFRS 4 and IFRS 16-Interest Rate Benchmark Reform(Phase 2)Table of Contents2The adoption of these amendments did not have a material impact on the Group.Amendments to Financial Disclosures about Acquired and Disposed BusinessesOn May 20,2020,the SEC a
41、dopted amendments to financial disclosures regarding acquired and disposed businesses which assistregistrants in making more meaningful determinations of whether a subsidiary or an acquired or disposed business is significant and improvethe disclosure requirements for financial statements relating t
42、o acquisitions and dispositions of businesses,including real estate operations andinvestment companies.The changes are intended to improve access to financial information about acquired or disposed businesses for investors,facilitate more timely access to capital,and reduce the complexity and costs
43、to prepare the disclosure.Rule 1-02(w)is used to determine whether a tested entity is deemed significant for the purposes of various SEC rules and formrequirements,including the Rule 3-05 and 3-09 of Regulation S-X.The significance tests set forth in Rule 1-02(w)are commonly referred to asthe invest
44、ment test,the asset test,and the income test.The new rules amend the investment and income tests and are intended to result in more meaningful determinations of whether a subsidiaryor an acquired or disposed business is significant.No change was made to the asset test.Registrants will be required to
45、 apply the new rules no later than the beginning of the registrants fiscal year beginning after December 31,2020(the mandatory compliance date).However,voluntary early compliance is permitted provided that the new rules are applied in theirentirety from the date of early compliance.We have decided t
46、o apply the new amended rules early.Amendments to Managements Discussion and Analysis,Selected Financial Data,and Supplementary Financial InformationIn November 2020,the SEC amended Regulation S-K to modernize,simplify,and enhance Managements Discussion and Analysis(MD&A),streamline supplementary fi
47、nancial information,and eliminate the requirement to provide certain selected financial data.Key changes include:enhancements and clarification of the disclosure requirements for liquidity and capital resources;elimination of five years of Selected Financial Data;replacement of the current requireme
48、nt for two years of quarterly tabular disclosure with a principles-based requirement to provideinformation only when there are material retrospective changes;codification of prior SEC guidance on critical accounting estimates;elimination of the tabular disclosure of contractual obligations;andconfor
49、ming amendments for foreign private issuers.Registrants will be required to apply the new rules in the first fiscal year that ends on or after August 9,2021.However,voluntary earlycompliance is permitted provided that the new rules are applied in their entirety from the date of early compliance.We h
50、ave decided to applythe new amended rules early.CAUTIONARY 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 possible or assumed future results of our busine
51、ss,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 “believe,”“may,”“might,”“will,”“consider,”“e
52、stimate,”“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-looking by their nature:our ability to deve
53、lop and commercialize biotechnology products and crop productivity technologies;Table of Contents3our ability to maintain our joint venture agreements with our current partners;the success of the HB4 technology that we license and that remains subject to receipt of regulatory approval in jurisdictio
54、ns otherthan Argentina;our or our collaborators ability to develop commercial products that incorporate our licensed seed traits and complete the regulatoryapproval process for such products;our expectations regarding the commercial value of our key products in yield and abiotic stress and biotic st
55、ress;our expectations regarding regulatory approval of products developed or licensed by us,our joint ventures and third-partycollaborators;our ability to adapt to continuous technological change in our industry;our expectations that products containing our licensed seed traits will be commercialize
56、d and we will earn royalties from the sales ofsuch products;our expectations to accelerate the Microstar ramp up,our leading brand in micro-granulated fertilizers;our expectations regarding the future growth of the global agricultural,agricultural biotechnology,biological-based chemical andagro-indu
57、strial biotechnology markets;our ability to develop and exploit a proprietary channel for the sale of our licensed biotechnology products;our compliance with laws and regulations that impact our business and changes to such laws and regulations;our ability to assemble,store,integrate and analyze sig
58、nificant amounts of public and proprietary data;our ability to respond to health epidemics and other outbreaks,such as COVID-19,including responses by governmental bodies orregulators;the impact of COVID-19 on the economy,our customers,employees and vendors as well as on our business,financial condi
59、tion andresults of operations;our ability to maintain our licensing arrangements for the products that we commercialize;andvarious other factors,including without limitation those described under“Item 3.Key Information D.Risk Factors.”The preceding list is not intended to be an exhaustive list of al
60、l 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.Thesestatements are only predictions based upon our current expectations and projections about f
61、uture 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 expressed or implied by the forward-looking statements.You should not rely upon forward-looki
62、ng 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,performance and events andcircumstances reflected in the forward-looking statements will be ach
63、ieved 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 results orto changes in our expectations.ITEM 1.IDENTITY OF DIRECTORS,SENIOR MANAGEMENT AND
64、ADVISERSNot applicable.Table of Contents4ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLEA.Offer StatisticsNot applicable.B.Method and Expected TimetableNot applicable.ITEM 3.KEY INFORMATIONA.Selected Financial DataReserved.B.Capitalization and IndebtednessNot applicable.C.Reasons for the Offer and Us
65、e of ProceedsNot applicable.D.Risk FactorsThe following risk factors apply to the business and operations of Bioceres Crop Solutions.The occurrence of one or more of the events orcircumstances described in these risk factors,alone or in combination with other events or circumstances,may have a mater
66、ial adverse effecton the business,cash flows,financial condition and results of operations of Bioceres Crop Solutions.You should carefully consider thefollowing risk factors in addition to the other information included in this report,including matters addressed in the section entitled“Cautionary No
67、te Regarding Forward-Looking Statements.”We may face additional risks and uncertainties that are not presently known to us,or that we currently deem immaterial,which may also impair our business or financial condition.The following discussion should be read inconjunction with the financial statement
68、s and notes to the financial statements included herein.Risks Related to our Businessdeveloping marketable or commercial technologiesobtaining timely necessary regulatory approvals for the business and the commercialization of our products currently underdevelopmentour HB4 Seed business is dependent
69、 on the success of a technology that we license and obtain necessary regulatory approvalscertain investors have a right to the majority of payments we may receive in connection with the commercialization of ourtechnologies in certain cropslimited number of prospective collaborators in our marketour
70、ability to use licensed technology and future technologies is limited by the exclusive licenses that our Parent grants to certainentitiesour product development cycle is lengthy and uncertain,and we may never generate revenues or earn royalties on the sale of ourproducts currently in developmentwe o
71、r our collaborators may fail to perform our respective contractual obligations and we may have disputes with our collaboratorsTable of Contents5our joint venture agreements or any partnerships that we may enter into in the future may not be successfuldifficulties in collecting payments or royaltiesa
72、bility to attract and retain qualified scientific and business personnelwe may be unable to prevent our competitors from benefiting from the expertise of our former employeesglobal economic conditionswe may not realize the benefits of future businesses or products we acquire or strategic alliances w
73、e formultimate impact on our results and operations of COVID-19 and measures adopted by the Argentine government in response toCOVID-19sales and operating results may fluctuate significantly as a result of the seasonal nature of crops and factors beyond our controlour results of operations from our
74、crop productivity products may vary significantly from period to period due to circumstancesbeyond our controlcertain estimates of market opportunity included in this report are based on assumptions that are inherently uncertain and subject torisks and uncertaintiesresistance to GM crops may negativ
75、ely affect our public image and reduce sales of seeds or other products containing our licensedseed traitscompetition in crop productivity products is intense and requires continuous technological developmentchanges in laws and regulations may materially increase our costs of operation,decrease our
76、operating revenue and disrupt ourbusinessour indebtedness could adversely affect our financial conditionprice increases and shortages of raw materialsexposure of the company and its customers to market risks from changes in commodity priceswe may be required to pay substantial damages as a result of
77、 product liability claims for which we do not have insurancevarious health and environmental risks associated with our use,handling and disposal of potentially toxic materialsrequirements of being a public company may strain our resources and distract our managementobtaining required future financin
78、g on favorable terms to avoid delays,reductions or the termination of some of our activitiesscrutiny under the Convention on Biological Diversity Treatysuccessful implementation of our business plan is uncertainfailure to accurately forecast and manage inventorycomputer system failures,cyber-attacks
79、 or a deficiency in our cyber-securitylabor union disputes may ariseTable of Contents6reliance on third parties to grow our seedsnon-compliance with anti-corruption and anti-money laundering laws can subject us to criminal and civil liabilityRisks Related to Our Intellectual Propertyour agreements m
80、ay not adequately prevent disclosure of proprietary informationwe may not be able to adequately protect our intellectual property rights throughout the worldchanges in Argentine and U.S.patent law could diminish the value of patents and impair our ability to protect our product candidatespotential l
81、itigation related to infringing the intellectual property rights of a third partytechnological developments or challenges by competitorsrequirement to pay royalties to employees who develop inventions commercialized by usRisks Related to Rizobacters Acquisitioncertain of the Rizobacter shares are su
82、bject to a judicial injunctionRisks Related to Operating in Latin Americaadverse economic or political conditionssignificant government influence over the economies of the countries in which we operatefluctuations in currency exchange ratescurrency of a hyperinflationary economy requires that we app
83、ly inflationary adjustments to our Argentine subsidiaries financialstatementsArgentine government intervention in the economycontinuing high inflationlimited access of the Argentine government and the private sector to the international capital marketsincrease in export and import duties and control
84、sdecline in the global prices of Latin Americas main commodity exports could have an adverse effect on Latin Americas economicgrowthLatin America continues to face considerable economic uncertaintyspecial protections for employees in the private sectorthe disposition or sale of BIOX shares may be su
85、bject to taxation in Argentinathe payment of the In-Kind Consideration under the Rizobacter Call Option may be subject to taxation in Argentinaexchange controls and restrictions limit access to the FX Market(as defined below)to make payments and distributions from ourArgentine subsidiariesTable of C
86、ontents7mandatory repatriation of export receivableschanges in Argentine tax lawsRisks Related to Our Securitiesshare repurchase program may reduce liquiditycompliance with listing standards of NASDAQ cannot be assuredmarket price of our ordinary shares may drop significantly as resale restriction h
87、as expireddilution to shareholders can result from conversion of the Noteswe may not have sufficient cash flow to pay the Noteswe are a“controlled company”as defined by Nasdaq rules and,as a result,qualify for exemptions from certain corporate governancerequirementsthe interests of Bioceres S.A.may
88、conflict with ours in the futureprice of our securities may fluctuateprice and trading volume of BIOX ordinary shares could decline as a result of changes in publicity and market recommendationspublic shareholders may face difficulty in protecting their interests through the U.S.Federal courtsreduce
89、d disclosure requirements applicable to emerging growth companies may be less attractive to investorsour status as a foreign private issuer may be less protective for shareholderswe do not pay dividends on our ordinary sharesissuance of additional securities may result in dilutionRisks Related to ou
90、r BusinessWe may not be successful in developing marketable or commercial technologies.Our success depends in part on our ability to identify and develop high-value crop productivity technologies for use in commercialproducts.Through our technology sourcing and product development collaborations we
91、commit substantial efforts and other resources toaccomplish this.It may take several years,if at all,before many of our products complete the development process and become available forproduction and commercialization.As of the date of this report,many of our products have been commercialized by Ri
92、zobacter and Bioceres Semillas.There can be noassurance that our future crop productivity technologies will be viable for commercial use,or that we will be able to generate revenues fromthose technologies,in a significant manner or at all.If seeds or other products that contain our licensed seed tra
93、its or technology areunsuccessful in achieving their desired effect or otherwise fail to be commercialized,we will not receive revenues from our customers orroyalty payments from the commercialization of the licensed seed traits and technologies we develop or license,which could materially andadvers
94、ely affect our business,financial condition,results of operations and growth strategy.Seeds containing the seed traits or biological treatments that we develop may be unsuccessful or fail to achieve commercialization for anyof the following reasons:our licensed seed traits or biological treatments m
95、ay not be successfully validated in the target crops;Table of Contents8our licensed seed traits or biological treatments may not have the desired effect on the relevant crop sought by our end-market;we or our joint ventures or collaborators may be unable to obtain the requisite regulatory approvals
96、for the seeds containing ourlicensed seed traits or for our biological treatments;our competitors may launch competing or more effective seed traits,biological treatments or germplasms;a market may not exist for seeds containing our licensed seed traits or biological treatments or such products may
97、not becommercially successful;we may be unable to patent and/or obtain breeders rights or any other intellectual property rights on our technologies in thenecessary jurisdictions;even if we obtain patent and/or breeders rights or any other intellectual property rights on our technologies,such rights
98、 may be laterchallenged by competitors or other parties;andeven if we obtain patent and/or breeders rights or any other intellectual property rights on our technologies,competitors may designcompeting products that do not infringe these intellectual property rights.Our business and the commercializa
99、tion 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.Our business is generally subject to two types of regulations:(i)those that apply to our opera
100、tions and(ii)those that apply to productscontaining or based on our technology.We are responsible for applying for and maintaining the regulatory approvals necessary for ouroperations,particularly those covering our field trials,bio-safety evaluations and feed and food tests.Under the terms of our j
101、oint 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 seed traits and other technologies in the various relevant markets.Regulatory andlegislativ
102、e 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 approvals or non-compliance with the applicable regulatoryregime could adversely impact our
103、 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.In most of our key target markets,including the United States,regulatory approvals must be receive
104、d prior to the importation andcommercialization of transgenic products.Regulatory regimes in some of our key target markets may be more onerous.For example,inArgentina,the Argentine governments regulation of agricultural biotechnology is handled primarily by two agencies,the Argentine NationalAdviso
105、ry Commission on Agricultural Biotechnology(Comisin Nacional Asesora de Biotecnologa Agropecuaria)(“CONABIA”),whichregulates activity related to biosafety,and the National Food Safety and Quality Service (Servicio Nacional de Sanidad y CalidadAgroalimentaria),or SENASA,which regulates activity relat
106、ed to food and feed safety.Additionally,the National Market Regulator(DireccinNacional de Mercados)must conduct an economic evaluation.When products containing our licensed seed traits or other technology reach large-scale field trials,bio-safety evaluations and commercialapproval stages,if we,our j
107、oint ventures or other collaborators are unable to obtain the requisite regulatory approvals or if there is a delay inobtaining such approvals as a result of negative market perception,consumer groups legal actions against GMOs,heightened regulatorystandards or unfamiliarity with the applicable regu
108、latory regime,such products will not be commercialized,which would negatively impact ourbusiness and results of operations.Our HB4 Seed business is dependent predominantly on the success of a technology that we license and that remains subject to receipt ofregulatory approval.Most of our biotechnolo
109、gy licensed seed products currently under development incorporates HB4 technology (a yield improvementtechnology).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 fin
110、ancial performance will be influenced by our ability to receive or maintainregulatory approval for and to commercialize our licensed HB4 technology,and if this effort is unsuccessful our business could be materiallyand adversely affected.We also depend on our continued exclusive use of the HB4 techn
111、ology pursuant to the terms of licensing agreements with Parent,theNational Scientific and Technical Research Council of Argentina(Consejo Nacional de Investigaciones Cientficas y Tcnicas)Table of Contents9(“CONICET”)and the National University of the Litoral.The Parent holds an exclusive license fo
112、r HB4,which terminates on the expirationdate of the last of the HB4 patents in 2040,unless terminated before such date in accordance with its terms.If this licensing agreement isdeclared unenforceable or invalid,we could lose access to one of our principal technologies and could become involved in a
113、 costly or time-consuming legal dispute.The Parent is party to funding agreements pursuant to which certain investors have a right to the majority of the payments we may receivein connection with the commercialization of our technologies in certain crops.Between 2005 and 2007,the Parent entered into
114、 agreements with various investors to obtain funding in the aggregate amount of US$1.0million for research and early-stage development of technology relating to a specific sunflower gene,Hahb 4,that is intended to promotedrought tolerance in crops.The funding agreements grant the investors,in the ag
115、gregate,the right to receive 52.8%of the rights and royaltiespayable to us from the successful commercialization of the resulting technology with respect to soybean,wheat and corn.As of the date hereof,the promoter element of the technology developed in connection with our research and development o
116、f Hahb 4 is being incorporated into aleading soybean product that Verdeca is developing,which also incorporates our HB4 technology.In addition,the licenses of Parents HB4technology that Parent has granted to other developers and our joint ventures with respect to certain crops include the Hahb 4 pro
117、moter element.Accordingly,we may have to pay third parties royalties otherwise due to us in the absence of these agreements and we may not receive the fulleconomic benefit of the commercialization of certain of our technologies.In addition,the investors party to these funding arrangements mayclaim t
118、o be entitled to payments and to royalties,which we believe are within the scope of such agreements.The investors may also dispute theallocation of revenue as it relates to the relative importance of our various technologies incorporated into a given product.We cannot be certainhow a court would int
119、erpret any ambiguities regarding the scope of these funding agreements or other claims that may be raised by one or moreinvestors pursuant to these funding agreements.Any dispute regarding these agreements could be costly and divert managements attentionfrom our operations,and if the investors are d
120、eemed to have rights to payments in excess of those we believe are applicable,our business,results of operations,cash flows and prospects would be materially and adversely affected.See“Item 5.Operating and Financial Review andProspectsF.Tabular Disclosure of Contractual Obligations”and“Item 4.Inform
121、ation on the CompanyB.Business OverviewEarly-StageTechnology Development Agreements.”There are a limited number 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 infras
122、tructureand resources.Therefore,our business strategy involves entering into collaboration and joint venture arrangements with global agriculturalfirms to leverage their resources,know-how and distribution channels and into collaborations with research institutions and governmentalagencies to facili
123、tate our low-cost approach to R&D.The crop productivity market is highly consolidated and dominated by a relatively 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 e
124、ntry into collaboration arrangements with them can be challenging.Due to the small number ofcompanies in our markets and the small number of potential collaborators,there are limited opportunities for us to pursue additional jointventures and collaborations with new partners and collaborators.We may
125、 cease to be attractive to prospective collaborators if our technologyplatform or track record is not perceived 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
126、 addition,if we fail to develop or maintain ourrelationships with any of our existing collaborators,we could lose our opportunity to work with that collaborator and suffer a reputational riskthat could impact our relationships with other collaborators in what is a relatively small industry community
127、.If we are unable to enter into newjoint venture agreements or collaborations,we may face higher development costs than anticipated,greater difficulties in achievingcommercialization,challenges in expanding our portfolio of technologies and distribution networks and commercial products,or other adve
128、rseimpacts,which could have a material adverse effect on our business prospects.The licenses that our Parent grants to certain of the joint ventures in which we participate and to certain third parties are exclusive withrespect to certain territories and/or crops,limiting our ability to use the lice
129、nsed technology and future technologies either independently orwith another partner.The license our Parent granted to Trigall Genetics is exclusive with respect to HB4 wheat technology in Argentina,Brazil,Paraguay andUruguay.Pursuant to the terms of the licenses in Trigall joint ventures,we reserve
130、the rights to use such technologies for research and non-commercial purposes.We are prohibited from independently using the technology our Parent licensed to Trigall Genetics with respect to wheatwithin their exclusive field and territories.As a result,we are,to a certain extent,dependent on the eff
131、orts of our joint ventures and licenseesthat hold or will hold exclusive licenses to commercialize our technologies in those fields and territories.These licenses are valid so long as therespective joint venture operates and can be recuperated by us upon joint venture dissolution.The restrictions im
132、posed by this license limit ourflexibility to commercialize our technology and expand our business in such territories,which could adversely affect our business,results ofoperations and prospects.Table of Contents10Our product development cycle is lengthy and uncertain,and we may never generate reve
133、nues or earn royalties on the sale of our productscurrently in development.R&D in the crop productivity industry is expensive,complex,prolonged,and uncertain.We may spend many years and dedicate significantfinancial and other resources developing products that may never generate revenues or come to
134、market.Our process of developing andcommercializing technologies involves several phases and can take several years from discovery to commercialization of a product.On average,it takes between five and 12 years to develop a product for our crop productivity products.Some products will never reach th
135、e final stages ofdevelopment.Development of new or improved agricultural products involves risks of failure inherent in the development of products based oninnovative and complex technologies.These risks include the possibility that:our products will fail to perform as expected in the field;our prod
136、ucts will not receive necessary regulatory permits and governmental clearances in the markets in which we intend to sellthem;our products may have adverse effects on consumers;consumer preferences,which are unpredictable and can vary greatly,may change quickly,making our products no longer desirable
137、;our competitors develop new products that have other more appealing characteristics than our products;our products will be viewed as too expensive by food companies or growers as compared to competitive products;our products will be difficult to produce on a large scale or will not be economical to
138、 grow;intellectual property and other proprietary rights of third parties will prevent us,our R&D partners,or our licensees from marketingand selling our products;we may be unable to patent or otherwise obtain intellectual property protection for our discoveries in the necessary jurisdictions;we or
139、the customers that we sell our products to may be unable to fully develop or commercialize our products in a timely manner orat all;andthird parties may develop superior or equivalent products.We intend to continue to invest in R&D including additional and expanded field testing to validate potentia
140、l products in real worldconditions.Because of the long product development cycle and the complexities and uncertainties associated with biotech technologies,therecan be no assurance that we will ever generate significant revenues from the technologies or products that we are currently developing wit
141、houtsignificant delay,without the incurrence of unanticipated costs or at all.We or our collaborators may fail to perform our respective contractual obligations and we may have disputes with our collaborators.Pursuant to our joint venture agreements,other agreements with our joint venture partners a
142、nd 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 obligations underthese agreements,our collaborators obligations to us may be reduced and,in other cases,our collaborators may seek to
143、 dissolve thecorresponding joint venture or terminate their agreements with us and,as a result,our anticipated revenues may decrease.In addition,the failureof any of our collaborators to perform their contractual obligations,due to financial hardship,disagreement under the relevant agreement or fora
144、ny other reason,may hinder our research collaboration,development and commercialization activities,increase our costs and materially andadversely affect our results of operations.Because some of our intellectual property has been licensed to various joint ventures for use in severaldifferent fields,
145、the interests of each of our partners in these joint ventures may not always be aligned.As a result,it is possible that potentialdisputes may arise between us and our partners.Table of Contents11Our ability to generate value from our joint ventures and research collaborations will depend on,among ot
146、her things,our ability to workcooperatively with our collaborators for the discovery,development and commercialization of our technology and products and we may beunable to do so.We cannot be sure that the division of labor will be successful in aiding the commercialization of our products.Furthermo
147、re,the agreements governing our partnership and collaborations are complex and cover a range of future activities.The occurrence of any negativeevent with respect to the above matters or a dispute between us and our partners or collaborators could delay our development andcommercialization efforts,a
148、nd lead to the dissolution of the partnership or collaboration.If disagreements with a collaborator arise,any suchdispute could be costly,time-consuming to resolve and distracting to our management.Such a dispute may also negatively affect ourrelationship with one or more of our other collaborators
149、and may hinder our ability to enter into future collaboration agreements.Any of theseoccurrences could negatively impact our business and results of operations.Our joint venture agreements or any partnerships that we may enter into in the future may not be successful,which could adversely affectour
150、ability to develop and commercialize our product candidates.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
151、into partnerships or joint venturearrangements.We will face,to the extent that we decide to enter into partnerships or joint venture agreements,significant competition inseeking appropriate partners.Moreover,partnerships or joint venture arrangements are complex and time-consuming to negotiate docum
152、entimplement and maintain.We may not be successful in our efforts to establish and implement partnerships,joint ventures,or other alternativearrangements should we so chose to enter into such arrangements and any future partnerships or joint ventures that we enter into may not besuccessful.Furthermo
153、re,the terms of any partnerships,joint ventures,or other arrangements that we may establish may not be favorable to us.The success of our R&D partnerships or joint venture arrangements will depend heavily on the efforts and activities of our partners.Ourjoint venture arrangements may present financi
154、al,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 become inconsistent with our business interests,goal
155、s 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 not to continue or renewdevelopment or commercializat
156、ion 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;partners may delay trials,provide insufficient fundi
157、ng 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 directly or indirectly with our products orproduct cand
158、idates;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 partners that would prevent us from collaborating with o
159、thers;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 intellectual property orproprietary information or ex
160、pose us to potential liability;we may incur liabilities or losses as a result of an action taken by the joint venture or our joint venture partners;Table of Contents12disputes may arise between us and a partner that causes the delay or termination of the research development or commercialization ofo
161、ur 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 reduce our return oninvestment,harm our reputation or restrict
162、 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 co-own intellectual property covering our products that res
163、ults 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 applicable laws resulting in civil or criminalproceedings.The risks d
164、escribed 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 business that is the subject of suchjoint venture,which would in
165、 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 Rizobacter and Bioceres Semillas,our proprietary commercial channel
166、s for cropproductivity technologies.We also often license the use of certain technology to collaborators and licensees who use or will use the intellectualproperty to develop and commercialize seeds with improved seed traits.Additionally,we may be entitled under applicable intellectual propertylaws
167、in the countries in which we operate to the payment of royalties from end users who subsequently multiply and use our seed technology.Ineach case,we may not actually receive the payments or royalties to which we are entitled,due to failure or refusal of the responsible parties topay the amounts due.
168、Failure to receive amounts owed to us 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
169、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 our technologies;however,we must also rely on the good faith of end users to accurately report to us the multipl
170、ication of our seeds and remit royalty paymentsdue in respect of the same,which may be respected to varying degrees in different jurisdictions given the absence of contractual privity andprevailing market practice.Additionally,a licensee,collaborator or third party may use our intellectual property
171、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 to address these concerns in our contractual agreements;however,we may not have contractual arrangements with the par
172、ty inquestion and/or such provisions may not be effective.If these provisions prove to be ineffective,we may not be able to achieve our objectivesof generating significant revenues from crop productivity products sales and royalties from our seed technologies.Furthermore,regardless ofany resort to l
173、egal action,a dispute with an end-customer,a licensee or collaborator over intellectual property rights may damage ourrelationship with that licensee or collaborator and may also harm our reputation in the industry.We depend on our key personnel and research collaborators,and we may be adversely aff
174、ected 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 and educated individuals through direct employment orcollaboration arrangements,with expertise in a range of disciplines,including b
175、iology,chemistry,plant genetics,agronomics,mathematicsprogramming and other subjects relevant to our business.Our ability to recruit such a work force depends in part on our ability to maintain ourmarket leadership in agricultural biotech industry in Argentina and Latin America.Maintaining our abili
176、ty to attract highly-skilled workers andleading scientific institutions depends in part on our ability to maintain a strong technology platform and state-of-the-art facilities,as well as ourability to consistently and successfully commercialize our technology.There can be no assurance that we will b
177、e able to maintain leadingscientific capabilities or continue to successfully maintain advanced technology in the market.Table of Contents13Our success is also dependent to a significant degree upon the technical skills and continued service of certain members of our managementteam,in particular tho
178、se of our CEO,Dr.Federico Trucco.Dr.Trucco has occupied several positions at Bioceres since 2005 and has vastexperience and knowledge of our business,strategy and technologies.Furthermore,he has developed and maintained strong relationships withour original shareholders.The cessation of Dr.Truccos e
179、mployment for any reason could have a material and negative impact on us.Inaddition,the number of qualified and highly educated personnel in Argentina,where most of our operations are located,is limited andcompetition for the services of such persons may be intense.Our inability to secure,retain or
180、find replacements for key management andtechnical personnel could adversely affect our business and could have a material adverse effect on our business,operating results,financialcondition and growth prospects.We do not enter into non-compete agreements with our employees,and therefore we may be un
181、able to prevent our competitors frombenefiting from the expertise of our former employees.We do not enter into non-compete agreements with our employees,which prevents us from limiting our key employees from joining ourcompetitors or competing directly against us.As a result,we may be unable to prev
182、ent our competitors from benefiting from the expertise ofsuch employees.Direct competition by a former employee could materially adversely affect our business,results of operations and ability tocapitalize on our proprietary information.We may be adversely affected by global economic conditions.Our
183、ability to continue to develop and grow our business,build proprietary distribution channels and generate revenues from product salesand royalty payments may be adversely affected by global economic conditions in the future,including instability in credit markets,decliningconsumer and business confi
184、dence,fluctuating commodity prices and interest rates,volatile exchange rates and other challenges that couldaffect the global economy such as the changing financial regulatory environment.For example,our customers and licensees may experiencedeterioration of their businesses,cash flow shortages or
185、difficulties obtaining financing,which could adversely affect the demand for ourtechnologies,products and services.In addition,our earnings may be adversely affected by fluctuations in the price of certain commodities,such as grains,milk,meat,biofuels and biomaterials.If commodity prices are negativ
186、ely impacted,the value of our products could be directlyand negatively impacted.Additionally,growers incomes have historically been negatively affected by commodity prices.As a result,fluctuations in commodity prices could have an impact on growers purchasing decisions and negatively affect their ab
187、ility and decisions topurchase our seeds or products that incorporate our proprietary technology.We cannot anticipate all of the ways in which the current economicclimate and financial market conditions could adversely impact our business.We may acquire businesses or products,or form strategic allia
188、nces,in the future,and we may not realize the benefits of such acquisitions.We plan to selectively partner,in-license or acquire key enabling technologies and businesses across our value chain that we believe willkeep us on the cutting edge of our industry.We may not be able to identify appropriate
189、targets or make acquisitions under satisfactoryconditions,in particular,satisfactory price conditions.In addition,we may be unable to obtain the financing for these acquisitions under otherpurposes in the context of existing operations.If we acquire businesses with promising markets or technologies,
190、we may not be able to realizethe benefit of acquiring such businesses if we are unable to successfully integrate them with our existing operations and company culture.Wemay encounter numerous difficulties in developing manufacturing and marketing any new products resulting from a strategic alliance
191、oracquisition that delay or prevent us from realizing their expected benefits or enhancing our business.We cannot assure that,following any suchacquisition,we will achieve the expected synergies to justify the transaction,which could have a material adverse effect on our business,financial condition
192、s,earnings and prospects.The effects of COVID-19 and certain measures adopted by governments to mitigate the effects of the pandemic may negatively affect us,andwe cannot accurately predict its ultimate impact on our results and operations.In December 2019,a new disease was discovered from the coron
193、avirus strain(SARS-COV-2)in the city of Wuhan in China,which causesa severe acute respiratory syndrome,and which was globally given the name COVID-19.Since then,COVID-19 has spread throughout theworld.On March 11,2020,the World Health Organization declared the existence of a global pandemic.In respo
194、nse to the effects of the pandemic,several countries have taken extraordinary measures to contain the spread of the virus,includingimposing restrictions on travel and closing borders,closing businesses deemed non-essential,instructing residents to practice isolation and/orsocial distancing,mandatory
195、 quarantines,and similar actions.The ongoing pandemic and these extraordinary government measures areaffecting global economic activity.The Argentine government has taken multiple measures in response to the spread of COVID-19 in Argentina,including a mandatorynationwide preventative social isolatio
196、n that began on March 19,2020 and has been extended several times.The Argentine government alsorequired the mandatory closure of non-essential businesses.As of the date of this report,the Argentine government has graduallyTable of Contents14relaxed certain measures previously adopted,and it has indi
197、cated that it will continue to relax the restrictions and expand the number ofauthorized activities during the period of October 1,2021 to December 31,2021.For example,now employees are allowed to attend theworkplace in person,and occupancy restrictions for economic,industrial,and commercial activit
198、ies in closed spaces,among others,areeliminated.However,these activities must be carried out in compliance with protocols approved by the relevant health authority.There aresome local governments that have not yet implemented the measures established by the Argentine government and others that have
199、begun torelax such restrictions.In order to mitigate the economic impact of COVID-19 and of the mandatory closure of non-essential businesses,theArgentine government adopted social,monetary,and fiscal aid measures,including financial aid for the payment of salaries to workers affectedby the mandator
200、y isolation;social security contribution exemptions for sectors critically affected by COVID-19;setting maximum prices foressential products;and payment of a stimulus income to vulnerable families from March to August 2020.Similarly,the Central Bank of theArgentine Republic(the“Argentine Central Ban
201、k”)took a series of measures in order to mitigate the impact on the economy,includingincentives for the extension of working capital credit lines by financial institutions to small and medium enterprises.These measures have notprevented an economic recession in Argentina,which could be extended or d
202、eepened,particularly if current conditions extend over time and ifArgentinas main trading partners are simultaneously facing an economic recession.Additionally,to the extent that the Argentine governmenthad limited resources to support Argentinas economy since the pandemic has hit Argentina at a tim
203、e when it was already struggling to emergefrom a recession and foreign exchange crisis,all such financial aid extended by the Argentine government has been financed through expansionof the monetary base,which has resulted in additional inflation and devaluation of the Argentine peso.In addition to t
204、he stay-at-home ordersand closure of business and premises considerer non-essential,some other measures adopted by the Argentine government could negativelyaffect the demand for our products,including the prohibition on layoffs without cause and employee suspensions,and the price fixing,amongothers.
205、Our operations,which involve agricultural production and commercialization activities,have been exempted from the order.Nonetheless,we cannot predict whether our operations will continue to be exempted.In Brazil,the federal,state and municipal governments and other authorities have enacted a number
206、of rules to address the potentialimpacts of the COVID-19 outbreak.Considering the possible outcomes thereof,we may be exposed to additional risks,which include:(i)to contain or delay the spread of COVID-19,the Brazilian Ministry of Health,as well as several state and municipal authorities haveadopte
207、d or recommended social distancing measures,which may ultimately result in severe fines/penalties;(ii)in March 2020,the Brazilian government created a Crisis Committee to Monitor the Impacts of COVID-19 in Brazil.Since then,it hasannounced several measures(tax or otherwise)to address the effects of
208、COVID-19 in Brazil.Likewise,the Brazilian Congress is currentlydiscussing several measures to increase the Brazilian governments revenues,such as imposing new taxes,revoking tax benefits and increasingthe rates of current taxes;and(ii)States and municipalities may also revoke tax benefits and/or inc
209、rease the rates of current taxes to increase its revenues.These new rules,if approved,may have a material adverse impact on our results of operations.It is also possible that our commercialcontracts,could be affected by adverse impacts derived from the COVID-19 pandemic,since the parties thereto may
210、 not comply with theircontractual obligations.As the COVID-19 pandemic will most likely be considered as an act of God or force majeure event by Brazilian courts,parties may justify their nonperformance and request(i)termination without penalties;(ii)adjustment and/or release of contractual obligati
211、ons;(iii)adjustment and/or release of the effects of arrears;and/or(iv)adjustment and/or release of penalties for breach of contract,which,in anycase,may cause a negative impact on our results of operations.Additionally,our operations may be adversely affected by the widermacroeconomic effect of the
212、 ongoing COVID-19 pandemic.Currently,it is expected there be a recession or diminishing growth in severalcountries,including Brazil,due to the freeze of the economic activities.Any negative effect on the economy,particularly in the countries thatwe operate,may decrease incomes and the demand for our
213、 products.Moreover,Brazil is experiencing political disagreements amonggovernments and other authorities in connection with the measures that have been adopted and the ones that might be implemented.In March2021,after a second wave of the pandemic,Brazil has become the country with the current highe
214、st daily death toll in the world.The Braziliangovernment cannot confirm if the vaccination will be concluded in 2021 and when and whether the pandemic will be under control.Therefore,these institutional conflicts since the beginning of COVID-19 as well as the potential adoption of measures against W
215、HOs recommendationsmay lead to political turmoil and,ultimately,civil riots and impeachment process,which all may potentially negatively impact our businessesand operations in Brazil.While it is not possible to predict the future impact of COVID-19 and the effect the measures adopted by governments
216、on the globaleconomy,COVID-19 has already significantly affected global economic conditions and is likely to continue to do so for the remainder of 2021and beyond.Both COVID-19 and governments response may affect our financial position and results of operations.We are constantly monitoring the impac
217、t of COVID-19 on us.The ultimate impact of COVID-19 on our business,results of operations,andfinancial position remains highly uncertain and will depend on future events beyond our control,including the intensity and duration ofCOVID-19,and government measures taken to contain the virus or mitigate
218、the economic impact.Table of Contents15Our 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 growing seasons,which vary from year t
219、o year,and are expected to result in bothhighly seasonal patterns and substantial fluctuations in quarterly sales and profitability.Weather conditions and natural disasters,such as heavyrains,hail,floods,freezing conditions,windstorms,drought or fire,also affect decisions by our distributors,direct
220、customers and end usersabout the types and amounts of products to use and the timing of harvesting and planting.According to the Buenos Aires Grain Exchange,theaverage national yields of soybean and corn as of April 18,2018 had registered decreases as a result of the drought.From December 2017 toMar
221、ch 2018,Argentina experienced a significant drought,which impacted crop yields.During 2020,Argentina suffered one of the worstdroughts of the last century.As a result,fires have affected more than 120.000 hectares in 11 provinces which include some of the mostproductive central and northern regions
222、of Argentina.As we increase our sales in our current markets and expand into new markets in different geographies,it is possible that we may experiencedifferent seasonality patterns in our business.Disruptions may lead to delays in harvesting or planting by growers which can result in pushingorders
223、to a future quarter,which could negatively affect results for the quarter in question and cause fluctuations in our operating results.Seasonal variations may be especially pronounced because our product lines are mainly sold in the Southern Hemisphere.Our seeds,biologicalsand other crop input produc
224、ts sales tend to be comparatively low during the third and fourth quarters of our fiscal year,as summer crops relatedsales peak in the second quarter.However,planting and growing seasons,climatic conditions and other variables on which sales of our productsare dependent vary from year to year and qu
225、arter to quarter.As a result,we may experience substantial fluctuations in quarterly sales.The overall level of seasonality in our business is difficult to evaluate as a result of our relatively early stage of development,our limitednumber of commercialized products,our expansion into new geographic
226、al territories,the introduction of new products and the timing ofintroductions of new products.It is possible that our business may be more seasonal or experience seasonality in different periods thananticipated.Other factors may also contribute to the unpredictability of our operating results,inclu
227、ding the size and timing of significantdistributor transactions,the delay or deferral of use of our commercial technology or products and the fiscal or quarterly budget cycles of ourdirect customers,distributors,licensees and end users.Customers may purchase large quantities of our products in a par
228、ticular quarter to storeand use over long periods of time or time their purchases to manage their inventories,which may cause significant fluctuations in our operatingresults for a particular quarter or year.Our results of operations from our crop productivity products may vary significantly from pe
229、riod to period due to circumstances beyond ourcontrol.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 control.For our crop produc
230、tivity products,factorsbeyond our control include weather and climatic variations,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 systems in ourgreenho
231、uses 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 thereby ourbusiness and results of
232、operations.We have experienced crop failures in the past for various reasons,which have resulted in re-start field trialsand delays in achieving expected results.The crop productivity market is also vulnerable to crop disease and to pests,which may vary in severity and effect,depending on the stageo
233、f production at the time of infection or infestation,the type 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.M
234、oreover,there can be no assurance that available technologies 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
235、and results of operations.Any development or product failure 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 estimat
236、es of market opportunity included in this report are based 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,includi
237、ng for HB4 Soy and HB4 Wheat,has been prepared by management and ourassumptions underlying our statements about these market opportunities are inherently uncertain and are subject to significant business,economic,regulatory and competitive risks and other uncertainties that could cause actual result
238、s to differ materially from those set forth in themarket opportunity.No independent third party has compiled,examined,or performed any procedures with respectTable of Contents16to our potential market opportunities,nor has any third party expressed any opinion or any other form of assurance on the i
239、nformation or itsachievability by us,and no independent third party has assumed responsibility for,or claimed any association with,the information we haveincluded herein regarding such potential market opportunities.The information regarding market opportunities is not fact and should not berelied u
240、pon as being indicative of future results.For example,we extrapolated from publicly available data for the past ten years to estimate soyand wheat production area in order to in turn estimate the size of HB4 Soy and HB4 Wheat-related market opportunities.Changes in economic,climate,regulatory and ot
241、her factors could significantly reduce the target area and our market opportunity.We also made assumptions regardingthe number of bags of soybeans and wheat seeds needed to plant one hectare as well as other information,which in each case may prove to bematerially incorrect.Furthermore,we may not be
242、 able to take advantage of these market opportunities even if they are available.Our failure totake advantage of market opportunities or to correctly size our market opportunity could have a material adverse effect on our ability to takeadvantage of our investments in licensed technologies,including
243、 for HB4 Soy and HB4 Wheat,and therefore on our business,operating resultsand financial condition.Consumer and government resistance to GM crops may negatively affect our public image and reduce sales of seeds or other productscontaining our licensed seed traits.We are active in the field of biotech
244、 development of seeds,including GM seeds,and the successful commercialization of our productsdepends,in part,on public acceptance of genetically engineered agricultural products.Some consumers may reject foods made from GM seedsand production of certain GM crops is prohibited in certain countries du
245、e to food safety and environmental concerns.Any increase in negativeperceptions of GM crops,or more restrictive government regulations in response thereto,could have a negative effect on our business and maydelay or impair the development and commercialization of some of our products.The commercial
246、success of our products may be adversely affected 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
247、attitudes about the safety and environmentalhazards 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 select countries and the current resistance fr
248、om consumer groups to GM crops notonly limits our access to such markets but also has the potential of spreading to and influencing the acceptance of products developed throughbiotechnology in other regions of the world and may also influence regulators in other countries to limit or ban production
249、of GM crops,whichcould limit the commercial opportunities to exploit biotechnology.For example,in the United States,no product may be labelled as“organic”ifit contains any genetically modified organisms(“GMO”).Additionally,some states in the United States are considering,and one state haspassed a la
250、w relating to,mandatory labelling of GMO foods,which may carry a negative connotation for consumers and which could make itdifficult and expensive for companies to use ingredients from GM crops and distribute products in compliance with the labelling requirements,each of which could in turn have an
251、adverse impact on the sale of our licensed GM seeds.In Argentina,a class action suit has been initiatedagainst the national government and certain biotechnology companies that are the owners of regulatory approvals of GMO,including the Parent,requesting,among other changes,the mandatory labelling of
252、 GM foods and environmental protection of land use.As of the date of this report,the plaintiffs request for an injunction against GMO approvals was rejected by the Federal Court of Appeals and an extraordinary appeal at theArgentine Supreme Court was filed,the practicable chances of success of which
253、 are low.GM crops are grown principally in the United States,Brazil and Argentina,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 cr
254、ops or make regulations more stringent,we could experience a longer product development cycle for our products and maybe 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 o
255、f genetic material and potential changes to laws regulating such ownership could weaken ourintellectual property rights with respect to our genetic material and discourage R&D partners from supporting,developing or commercializingour products and technologies.Furthermore,any future labeling requirem
256、ents could heighten these concerns and make consumers less likely topurchase food products containing gene-edited ingredients.Competition in crop productivity products is intense and requires continuous technological development.We currently face significant direct and indirect competition in the ma
257、rkets in which we operate.The markets for crop productivityproducts are intensely competitive and rapidly changing.Many companies engage in the development of crop productivity products,and speedin commercializing a new product can be a significant competitive advantage.As an example,some of our com
258、petitors engage in research associated with discovery and therefore have R&D budgets allocated for cropproductivity products that are more significant than our own R&D budget and that cover more activities than those in which weTable of Contents17engage.In addition,former collaborators,by virtue of
259、having had access to our proprietary technology,may utilize this insight for their owndevelopment efforts.In most segments of the crop productivity markets,the number of products available to end-consumers is steadily increasing as newproducts are introduced.We may be unable to compete successfully
260、against our current and future competitors,which may result in pricereductions,reduced margins and the inability to achieve market acceptance for products containing our licensed seed traits and technology.Inaddition,many of our competitors have substantially greater financial,marketing,sales,distri
261、bution and technical resources than us and some ofour competitors have more experience in R&D,regulatory matters,manufacturing and marketing.We anticipate increased competition in thefuture as new companies enter the market and new technologies become available.Programs to improve genetics and crop
262、protection chemicalsare generally concentrated within a relatively small number of large companies,while non-genetic approaches are underway with broader set ofcompanies.Mergers and acquisitions in the plant science,specialty food ingredient and agricultural biotechnology seed and chemical industrie
263、smay result in even more resources being concentrated among a smaller number of our competitors.Our Parents technology may be rendered obsolete or uneconomical by technological advances or entirely different approaches developedby one or more of our competitors,which will prevent or limit our abilit
264、y to generate revenues from the commercialization of our licensed seedtraits and technology.At the same time,the expiration of patents covering existing products reduces the barriers to entry for competitors.Ourability to compete effectively and to achieve commercial success depends,in part,on our a
265、bility to control manufacturing and marketing costs;effectively price and market our products,successfully develop an effective marketing program and an efficient supply chain,develop newproducts with properties attractive to food manufacturers or growers and commercialize our products quickly witho
266、ut incurring major regulatorycosts.We may not be successful in achieving these factors and any such failure may adversely affect our business,results of operations andfinancial condition.We register and market soybean varieties with glyphosate tolerance technology,meaning those that have been geneti
267、cally modified totolerate herbicides based on glyphosate.Changes in laws and regulations to which we are subject,or to which we may become subject in the future,may materially increase ourcosts of operation,decrease our operating revenues and disrupt our business.Laws and regulatory standards and pr
268、ocedures that impact our business are continuously changing.Responding to these changes andmeeting existing and new requirements may be costly and burdensome.Changes in laws and regulations may occur that could:impair or eliminate our ability to source technology and develop our products,including v
269、alidating our products through field trialsand passing biosafety evaluations;increase our compliance and other costs of doing business through increases in the cost to protect our owned and licensed intellectualproperty,including know-how,trade secrets and regulatory data,or increases in the cost to
270、 obtain the necessary regulatory approvalsto commercialize and market the products we develop directly or jointly;require significant product redesign or redevelopment;render our licensed seed traits and technology and products that incorporate them less profitable or less attractive compared tocomp
271、eting products;reduce the amount of revenues generated from licenses or other royalties;restrict or increase the costs of making payments and distributions;increase our export and import duties and costs or intensify controls and restrictions on our imports;anddiscourage us and other collaborators f
272、rom offering,and end-markets from purchasing,products that incorporate our licensed seedtraits and technology.Any of these events could have a material adverse effect on our business,results of operations and financial condition.We believe wecurrently are in compliance with regulations related to gr
273、owing GM crops in Argentina and other countries;however,if these regulationschange,our validation trials and compliance efforts may become costly and burdensome.Table of Contents18Any changes in regulation in countries where GM crops are grown or exported into could result in our collaborators,other
274、 third parties orus being unable or unwilling to develop,commercialize or sell products that incorporate our licensed seed traits or technology.In addition,werely on various forms of intellectual property protection.Legislation and jurisprudence on intellectual property in the key markets where wese
275、ek protection,such as the United States,Brazil and Argentina,is evolving and changes in laws could affect our ability to obtain or maintainintellectual property protection for our products.Any changes to these existing laws and regulations may materially increase our costs,decreaseour revenues and d
276、isrupt our business.Our indebtedness could adversely affect our financial condition.As of June 30,2021,our total indebtedness was US$173.4 million,of which US$76.8 million matures in the fiscal year ending June 30,2022.We may incur additional indebtedness in the future.Our indebtedness could have im
277、portant adverse consequences,including:limiting our ability to obtain additional financing to fund future working capital,capital expenditures,acquisitions or other generalcorporate requirements;requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of oth
278、er purposes,thereby reducingthe amount of cash flows available for working capital,capital expenditures,acquisitions 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
279、in the industry in which we compete;placing us at a disadvantage compared to other,less leveraged 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
280、our failure to meet certain covenants,the risks described above could intensify.See“Item 5.Operating and FinancialReview and ProspectsB.Liquidity and Capital Resources Indebtedness”.In addition,our Argentine subsidiaries are temporarily subject to certain restrictions on payments of foreign indebted
281、ness through the FXMarket.Therefore,our Argentine subsidiaries may be impeded from making payments under foreign indebtedness or the costs of performingsuch payments could be substantially higher,all of which could have an adverse effect on our business and results of operations.See“ArgentinaArgenti
282、ne exchange controls and restrictions limit access to the foreign exchange market (the “FX Market”)to make payments anddistributions from our Argentine subsidiaries and receive the proceeds of any sale of our assets in Argentina.”Price increases and shortages of raw materials could adversely affect
283、our results of operations.Our results of operations may be affected by the availability and pricing of raw materials,principally materials needed to design ourtechnologies,such as raw glycerin.Factors such as changes in the global or regional levels of supply and demand,weather conditions,seasonalfl
284、uctuations,shortages or interruptions,changes in global climates and government regulations could substantially impact the price of rawmaterials.To the extent we are unable to pass on increases in raw materials and energy prices to our customers,a substantial increase in rawmaterial prices or a cont
285、inued interruption 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 changes and we,along with our food manufacturing customers andgrower customers,are exposed to market risk
286、s from changes in commodity prices.Changes in the prices of certain commodity products could result in higher overall cost along the agricultural supply chain,which maynegatively affect our ability to commercialize our products.We will be susceptible to changes in costs in the agricultural industry
287、as a result offactors beyond our control,such as general economic conditions,seasonal fluctuations,weather conditions,demand,food safety concerns,product recalls and government regulations.As a result,we may not be able to anticipate or react to changing costs by adjusting our practices,which could
288、cause our operating results to deteriorate.Table of Contents19We may be required to pay substantial damages as a result of product liability claims for which we do not have insurance.Product liability claims are a commercial risk for our business,particularly as we are involved in the sale of commer
289、cial technology and thesupply of biotechnological products,some of which may be shown in the future to be harmful to humans and the environment.We may be heldliable if any product we develop is found unsuitable during marketing,sale or consumption.We do not currently have insurance coverage forsuch
290、claims.Courts have levied substantial damages in the United States 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.In addition,we may face product liability and similar claims involving
291、cross-pollination of crops,which recently has affected othercompanies in our industry operating in the United States,and cross-contamination of GMO and non-GMO ingredients.In Argentina,there areno precedents for product liability cases in the agricultural industry related to transgenic or biotechnol
292、ogy products;however,there has been atleast one product liability case related to the use of pesticides.There is a possibility that a product liability case could be filed against us in Argentina,in which case damages may be substantial albeitpotentially smaller than those typically awarded in the U
293、nited States.Product liability claims against us,our joint ventures or third-partylicensees selling products that contain our licensed seed traits or technology or allegations of product liability relating to seeds or other productscontaining seed traits or technology developed by us could damage ou
294、r reputation,harm our relationships with our collaborators and otherbusiness counterparties and materially and adversely affect our business,results of operations,financial condition and prospects.Our operations are subject to various health and environmental risks associated with our use,handling a
295、nd disposal of potentially toxicmaterials.We are subject to numerous federal,state,local and foreign environmental,health and safety laws and regulations,including thosegoverning laboratory procedures,the handling,use,storage,treatment,manufacture and disposal of hazardous materials and wastes,disch
296、argeof 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 genes into the genomes of certain plants and bacteria.Though we introduce these genes in order to improveplant traits,we c
297、annot always predict the effect that these genes may have on the organism.In some cases,the genes may render the organismpoisonous or toxic,or they may cause the organism to develop other dangerous characteristics that could harm the organisms surroundingenvironment.Furthermore,there is a risk that,
298、when testing GMOs,the seeds or strains of these organisms may escape the laboratory,greenhouse,industrial facility or field in which they are being tested and contaminate nearby areas.Poisonous or toxic organisms may thereforebe inadvertently introduced into the environment or possibly enter the foo
299、d production system,harming the people and animals who come incontact with them.Our crop protection products,which include Rizoderma,adjutants,therapies,herbicides,fungicides and insecticides,amongothers,bear similar risks in the development stage.We cannot eliminate the risk of contamination or dis
300、charge and any resultant injury from these materials.If these risks were to materialize,we could be subject to fines,liability,reputational harm or otherwise adverse effects on our business.We may be sued for any injury orcontamination that results from our use or the use by third parties of these m
301、aterials,or may otherwise be required to remedy the contamination,and our liability may exceed any insurance coverage and our total assets.Furthermore,compliance with environmental,health and safety lawsand regulations may be expensive and may impair our R&D efforts.If we fail to comply with these r
302、equirements,we could incur substantialcosts and liabilities,including civil or criminal fines and penalties,clean-up costs or capital expenditures for control equipment or operationalchanges necessary to achieve and maintain compliance In addition,we cannot predict the impact on our business of new
303、or amendedenvironmental,health and safety laws or regulations or any changes in the way existing and future laws and regulations are interpreted andenforced.These current or future laws and regulations may impair our research,development or production efforts.The requirements of being a public compa
304、ny 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 reporting requirements,including those required by the SEC.Complying with thesereporting and regulatory requirements will be time consumin
305、g,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 of the Sarbanes-Oxley Act.These requirements may place a strain on our systems and resources.The Exchange Act requires that we
306、file annual and current reports withrespect to our business and financial condition.The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and proceduresand internal controls over financial reporting.To maintain and improve the effectiveness of our disclosure controls and pro
307、cedures,we willneed to commit significant resources,hire additional staff and provide additional management oversight.We expect to implement additionalprocedures and processes for the purpose of addressing the applicable standards andTable of Contents20requirements for public companies.These activit
308、ies may divert managements attention from other business concerns,which could have amaterial adverse effect on our business,financial condition,results of operations and cash flows.As an“emerging growth company,”as defined in the JOBS Act,we may take advantage of certain temporary exemptions from va
309、riousreporting requirements including,but not limited to,an exemption from compliance with the auditor attestation requirements of Section 404 ofthe Sarbanes-Oxley Act and the rules and regulations of the SEC thereunder.These exemptions will cease to apply by no later than the last dayof our fiscal
310、year following the fifth anniversary of the completion of Unions initial public offering(the“IPO”)(or under certain othercircumstances)and we expect to incur additional expenses and devote increased management effort toward ensuring compliance with theadditional reporting requirements that will appl
311、y when we cease to be an“emerging growth company.”We cannot predict or estimate theamount of additional costs we may incur as a result of becoming a public company or the timing of such costsWe may require additional financing in the future and may not be able to obtain such financing on favorable t
312、erms,if at all,which couldforce us to delay,reduce or terminate 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 additi
313、onal capital to fund our technology sourcing and productdevelopment projects and to provide working capital to fund other aspects of our business,including changes in our business strategy or theoccurrence of unanticipated events.We may seek to issue additional equity securities,which could result i
314、n dilution to our existing shareholders,or raise additional debtfinancing,which could subject us to restrictive covenants that limit our operating flexibility and require us to comply with certain financialratios.Alternatively,we may not be able to raise sufficient additional funds on terms that are
315、 favorable to us,if at all.If we fail to raise thefunds we require,our ability to fund our operations,take advantage of strategic opportunities,develop and commercialize products ortechnologies,or otherwise respond to competitive pressures could be significantly limited.In such an event,we may be fo
316、rced to delay orterminate our development initiatives or the commercialization of our technology and products,curtail operations or grant licenses to ourtechnology on terms that are not favorable to us.If adequate funds are not available,we may not be able to successfully execute our businessstrateg
317、y or continue our business.Development and commercialization of our products may incur scrutiny under the Convention on Biological Diversity Treaty.The Convention is an international treaty that was adopted at the Earth Summit in Rio de Janeiro,Brazil in 1992.The treaty provides that ifa company use
318、s genetic resources,such as an indigenous plant,from a participating country to develop a product,then such company mustobtain the prior informed consent of the participating country and owes fair and equitable compensation to the participating country.Althoughthe United States is not a participatin
319、g country,most countries where we currently obtain or may obtain genetic resources in the future,including Argentina,have ratified the treaty and are currently participants in the Convention.We may fall under scrutiny of the Convention withrespect to the development or commercialization of any of ou
320、r products derived from genetic resources originating from any of the countriesthat are participants in the Convention.There can be no assurance that the government of a participating country will not assert that it is entitledto fair and equitable compensation from us.Such compensation,if demanded,
321、may make commercialization of our products impracticable.Our business strategy may change,and the successful implementation of our business plan is uncertain.We currently generate a significant portion of our revenue from the sale of crop protection and nutrition products.We expect that,following re
322、gulatory approval and successful commercialization of our licensed technologies,including HB4,an increasing portion of ourrevenues will be generated by sales of seed and integrated products through our proprietary commercial channels and third-party licensees,withincremental income expected to be ge
323、nerated by the joint ventures in which we participate.We face numerous challenges to completing thevarious steps necessary for the commercialization of our products and there can be no guarantee that we will be able to successfullycommercialize our licensed technologies.As a result of our continuous
324、 analyses of our crop productivity solutions,we may decide to makesubstantial changes in our business plan and operations.Changes to our business plan could result in material delays to the commercialization ofour products.Our failure to accurately forecast and manage inventory could result in an un
325、expected shortfall or surplus of products which could harmour 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 c
326、ommercial quantities of 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.Table of Con
327、tents21Conversely,an inaccurate forecast could also result in an over-supply of seeds which may increase costs,negatively impact cash flow,reducethe quality of inventory and ultimately create write-offs of inventory,which could have a material adverse effect on our business,results ofoperations and
328、financial condition.Disruption to our IT and operating system could adversely affect our reputation and have a material 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,
329、including powerinterruptions,storms,fires,floods,earthquakes,terrorist attacks and wars could significantly impair our ability to deliver data related to ourprojects to our collaborators on schedule and materially and adversely affect our relationships with our collaborators,our business and ourresu
330、lts of operations.If our existing or future IT system does not function properly,or if the IT system proves incompatible with our newtechnologies,we could experience interruptions in data transmissions and slow response times,preventing us from completing routine researchand business activities.Furt
331、hermore,we can provide no assurance that our current IT system is fully protected against third-party intrusions,viruses,hacker attacks,information or data theft or other similar threats.Our business and operations would suffer in the event of computer system failures,cyber-attacks or a deficiency i
332、n our cyber-security.Despite the continuous implementation of 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
333、cyber-intrusions over the Internet,attachments to emails,persons inside our organization,or persons with access to systems inside ourorganization.The risk of a security breach or disruption,particularly through cyber-attacks or cyber-intrusion,including by computer hackers,foreign governments,and cyber terrorists,has generally increased as the number intensity and sophistication of attempted attac
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