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As confidentially submitted to the Securities and Exchange Commission on October 30, 2017.
This draft registration statement has not been publicly filed with the Securities and Exchange Commission
and all information herein remains strictly confidential.

Registration No. 333-         

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Bioceres S.A.
(Exact name of Registrant as Specified in its Charter)



Not Applicable
(Translation of Registrant’s name into English)



Republic of Argentina
2870
Not Applicable
(State or other jurisdiction of incorporation or organization)
(Primary Standard Industrial Classification Code Number)
(I.R.S. Employer Identification No.)

Bioceres S.A.
Ocampo 210 bis
Predio CCT, Rosario, Santa Fe, Argentina
Tel: +54 (341) 486-1100
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)



Cogency Global Inc.
10 E. 40th Street, 10th Floor
New York, NY 10016
Tel.: +1 (212) 947-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)



Copies to:

Conrado Tenaglia, Esq.
Matthew S. Poulter, Esq.
Linklaters LLP
1345 Avenue of the Americas
New York, New York 10105
Phone: +1 (212) 903-9000
Fax: +1 (212) 903-9100
John R. Vetterli, Esq.
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020
Phone: +1 (212) 819-8200
Fax: +1 (212) 354-8113

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company. ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

CALCULATION OF REGISTRATION FEE

Title of each Class of
Securities to be Registered
Proposed Maximum Aggregate
Offering Price(1)(2)(3)
Amount of
Registration Fee
Ordinary Shares, nominal value Ps.1 per share(4)
$
US
 
$
US
 

(1) Estimated solely for purposes of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
(2) Includes the aggregate offering price of additional ordinary shares the international underwriters have the option to purchase, if any.
(3) Translated into dollars based on the exchange rate of Ps.16.59 per US$1.00 reported by the Central Bank of Argentina on June 30, 2017.
(4) A separate registration statement on Form F-6 will be filed for the registration of American depositary shares issuable upon deposit of the ordinary shares registered hereby.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the Securities and Exchange Commission declares our registration statement effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 30, 2017

PRELIMINARY PROSPECTUS

                     American Depositary Shares


Bioceres S.A.

Representing          Ordinary Shares

We are offering           American Depositary Shares, or ADSs. Each ADS represents           ordinary shares. We refer to this offering of ADSs as the “international offering.” The ADSs may be evidenced by American Depositary Receipts, or ADRs. This is our initial public offering of our ADSs. We are concurrently offering           ordinary shares in Argentina, which we refer to as the “Argentine offering,” through the Argentine placement agents under a Spanish-language offering document. We refer to the international offering and the Argentine offering together as the “global offering.” The closings of the international offering and the Argentine offering are conditioned upon each other. No public market has previously existed for our ADSs or ordinary shares. All of the ADSs and ordinary shares to be sold in the global offering are being sold by us.

Under Argentine law, all of our existing shareholders are entitled to preemptive and accretion rights to subscribe to our capital increase underlying the global offering and will have the opportunity to subscribe for newly issued ordinary shares at the same price as the shares offered and sold pursuant to the Argentine offering. Existing shareholders may assign their preferential subscription rights subject to applicable law. In order to facilitate the execution of the global offering, certain of our shareholders, representing          % of our outstanding share capital, have assigned to AR Partners S.A., as exercise agent, their preemptive and accretion rights with respect to          % of the shares to be issued pursuant to the rights. Concurrently with the global offering, we will conduct a preemptive and accretion rights offering in Argentina, or the Argentine Rights Offering. See “Rights Offering in Argentina.”

The estimated initial public offering price per ADS is between US$          and US$         . The estimated initial public offering price per ordinary share is between US$          and US$         .

We have applied to list our ADSs in the United States on the New York Stock Exchange, or NYSE, under the symbol “BIOX.” We have applied to list our ordinary shares in Argentina on the Bolsas y Mercados Argentinos S.A., or BYMA, under the symbol “BIOX.”

Investing in our ADSs involves a high degree of risk. Before buying any ADSs, you should carefully read the discussion of material risks of investing in our ADSs in “Risk Factors” beginning on page 24 of this prospectus.

We are an “emerging growth company” as defined under the federal securities laws and, as such, will be subject to reduced public company reporting requirements. See “Prospectus Summary—Implications of Being an Emerging Growth Company and a Foreign Private Issuer” for additional information.

Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 
Per ADS
Total
Public offering price
US$
         
 
US$
         
 
Underwriting discounts and commissions(1)
US$
 
US$
 
Proceeds to Bioceres S.A., before expenses
US$
 
US$
 
(1) We have agreed to reimburse the underwriters for certain expenses. See “Underwriting.”

Delivery of the ADSs is expected to be made on or about          , 2017. We have granted the international underwriters an option for a period of 30 days to purchase an additional           ADSs. If the international underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be US$         , and the total proceeds to us, before expenses, will be US$         .

Sole Global Coordinator
Jefferies
Joint book-running managers
Jefferies
Piper Jaffray

Prospectus dated          , 2017.

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This prospectus has been prepared by us solely for use in connection with the proposed offering of ADSs in the United States and elsewhere outside Argentina. Neither we nor the international underwriters have authorized anyone to provide information different from that contained in this prospectus, any amendment or supplement to this prospectus or in any free writing prospectus prepared by us or on our behalf. When you make a decision about whether to invest in our ADSs, you should not rely upon any information other than the information in this prospectus and any free writing prospectus prepared by us or on our behalf. Neither the delivery of this prospectus nor the sale of our ADSs means that information contained in this prospectus is correct after the date of this prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy our ordinary shares or ADSs in any circumstances under which such offer or solicitation is unlawful. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or when any sale of ADSs occurs.

This prospectus includes statistical, market and industry data and forecasts which we have obtained from publicly available information and independent industry publications and reports that we believe to be reliable sources. These publicly available industry publications and reports generally state that they obtain their information from sources that they believe to be reliable, but they do not guarantee the accuracy or completeness of the information. Although we believe that these sources are reliable, we have not independently verified the information contained in such

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publications. Certain estimates and forecasts involve uncertainties and risks and are subject to change based on various factors, including those discussed under the headings “Special Note Regarding Forward-Looking Statements” and “Risk Factors” in this prospectus.

Certain figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

This offering is being made in the United States and elsewhere outside of Argentina solely on the basis of the information contained in this prospectus. The concurrent offering of our ordinary shares is being made in Argentina by a prospectus in Spanish that will be submitted to the CNV. The prospectus for the Argentine offering, although in a different format in accordance with CNV regulations, contains substantially the same information as contained in this prospectus. The public offering of the ordinary shares in Argentina was authorized by the CNV pursuant to Resolution No. 17919, on December 4, 2015, subject to the fulfillment of certain requirements. The authorization by the CNV means only that the information requirements of the CNV have been satisfied. The CNV has not rendered an opinion with respect to the accuracy of the information contained in this prospectus. No offer or sale of ADSs may be made to the public in Argentina except in circumstances that do not constitute a public offer or distribution under Argentine laws and regulations.

IMPORTANT INFORMATION ABOUT FINANCIAL PRESENTATION

We present financial statements in accordance with IFRS as issued by the IASB and all financial information included in this prospectus is presented in accordance with IFRS as issued by the IASB, except as otherwise indicated. In particular, this prospectus contains certain non-IFRS financial measures which are described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-IFRS Financial Measures.”

The financial statements we have included in this prospectus consist of:

   the audited consolidated financial statements of Bioceres and its subsidiaries as of and for the six-month transition period ended June 30, 2017, or the Transition Period, and as of and for the fiscal years ended December 31, 2016 and 2015 and for the unaudited six-month period ended June 30, 2016, and the notes thereto; and

   the audited consolidated financial statements of Rizobacter as of and for the fiscal years ended June 30, 2017, 2016 and 2015, and the notes thereto.

On December 15, 2016, our shareholders approved a change in our fiscal year end from December 31 to June 30. As a result of this change, the Transition Period figures presented in our consolidated financial statements are not entirely comparable to the years ended December 31, 2016 and 2015 and we do not present financial statements for a separate historical period that is comparable to the Transition Period. Following the Transition Period, we will prepare annual financial statements for the fiscal years ending June 30, beginning with the fiscal year ended June 30, 2018.

Furthermore, the comparability of our results of operations is affected by the completion of our acquisition of Rizobacter, which was consummated on October 19, 2016. Our results of operations for periods prior to this date do not include the results of Rizobacter and therefore are not comparable to our results for periods after this date. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Note Regarding Comparability of Our Results of Operations.”

We have also included certain unaudited pro forma consolidated financial information derived by the application of pro forma adjustments with respect to our acquisition of Rizobacter to the historical consolidated financial information of Bioceres. See “Unaudited Pro Forma Consolidated Financial Information” and “Unaudited Pro Forma Condensed Combined Financial Information.”

The consolidated historical financial information of Rizobacter for the year ended June 30, 2017 is provided as additional information to permit readers to compare the more recent results of Rizobacter on a stand-alone basis.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

We make forward-looking statements in this prospectus that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, financial condition, results of operations, liquidity, anticipated growth strategies, anticipated trends in our industry, our potential growth opportunities, plans and objectives. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “might,” “will,” “consider,” “estimate,” “continue,” “anticipate,” “intend,” “target,” “project,” “contemplate,” “should,” “plan,” “expect,” “predict,” “potential,” or the negative of these terms or other similar terms or expressions. The statements we make regarding the following matters are forward-looking by their nature:

   our ability to develop and commercialize biotechnology products;

   our ability to maintain our joint venture agreements with our current partners;

   our ability to enter into new joint ventures and expand our technology sourcing and product development to new seed traits and crops;

   our or our collaborators’ ability to develop commercial products that incorporate our seed traits and complete the regulatory approval process for such products;

   our expectations regarding the commercial value of our key products in yield and abiotic stress and biotic stress;

   our expectations regarding regulatory approval of products developed by us, our joint ventures and third-party collaborators;

   our ability to adapt to continuous technological change in our industry;

   our expectations that products containing our seed traits will be commercialized and we will earn royalties from the sales of such products;

   our ability to maintain and recruit knowledgeable or specialized personnel and collaborators to perform our R&D work;

   our expectations regarding the future growth of the global agricultural, agricultural biotechnology, biological-based chemical and agro-industrial biotechnology markets;

   our ability to develop and exploit a proprietary channel for the sale of our biotechnology products;

   our compliance with laws and regulations that impact our business and changes to such laws and regulations;

   our ability to assemble, store, integrate and analyze significant amounts of public and proprietary data; and

   our ability to protect our intellectual property through patents, PVP, trademarks, trade secret laws, confidentiality provisions, and licensing arrangements for the genes that we identify.

The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only predictions based upon our current expectations and projections about future events. There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the risks provided under “Risk Factors” in this prospectus.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus or to conform these statements to actual results or to changes in our expectations.

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CERTAIN DEFINED TERMS

Unless otherwise specified or the context requires otherwise in this prospectus:

   references to “we,” “us,” the “Issuer” and “our” refer to Bioceres S.A., together with our subsidiaries;

   references to “US$” and “Dollars” are to U.S. Dollars, and references to “Ps.” and “Argentine pesos” are to Argentine pesos;

   “AACREA” refers to the Argentine Association of Regional Consortiums for Agricultural Experimentation (Asociación Argentina de Consorcios Regionales de Experimentación Agrícola), an organization representing certain large farm operations in Latin America;

   “AAPRESID” refers to the Argentine Association of No-Till Producers (La Asociación Argentina de Productores en Siembra Directa), an Argentine farmers’ organization with an international leadership position in the adoption of new agricultural technologies;

   “ADRs” refers to American Depositary Receipts, which are certificates evidencing a specific number of ADSs, registered in the name of the holder of such ADSs;

   “ADSs” refers to American Depositary Shares representing our ordinary shares;

   “ADS Depositary” refers to Deutsche Bank Trust Company Americas;

   “AFIP” refers to the Argentine Federal Administration of Public Revenue (Administración Federal de Ingresos Públicos);

   “AGBM” refers to AGBM S.A., an industrial company that produces and commercializes chymosin from modified safflower seeds;

   “amaranth” refers to a family of plants that includes species cultivated for a highly nutritious grain;

   “APHIS” refers to the Animal and Plant Health Inspection Service of the USDA;

   “Arcadia Biosciences” refers to Arcadia Biosciences, Inc., a U.S. company that commercializes agriculture-based technologies;

   “Argentine Capital Markets Law” refers to Law No. 26,831, as amended and supplemented;

   “Argentine Corporate Law” refers to Law No. 19,550, as amended and supplemented;

   “Argentine PVP Law” refers to Law No. 20,247 of the Seeds and Phytogenetic Creations Law;

   “BAF” refers to BAF Latam Trade Finance Fund B.V.;

   “Bioceres Semillas” refers to our proprietary commercial channel for seeds, Bioceres Semillas S.A.;

   “biopolymers” refer to polymers produced by living organisms;

   “BRS” refers to Biotechnology Regulatory Services;

   “BYMA” refers to the Argentine Stock Exchange (Bolsas y Mercados Argentinos S.A.);

   “Central Bank” refers to the Central Bank of Argentina;

   “Certified Public Accountant” means a member of an officially accredited professional body of accountants;

   “chymosin” refers to an enzyme used in the production of cheese;

   “CIBIC” refers to Cibic Centro de Diagnóstico Médico de Alta Complejidad S.A.;

   “CNBS” refers to the Brazilian National Biosafety Council (Conselho Nacional de Biossegurança);

   “CNV” refers to the Argentine Securities Commission (Comisión Nacional de Valores);

   “CONABIA” refers to the Argentine National Advisory Commission of Agricultural Biotechnology (Comisión Nacional Asesora de Biotecnología Agropecuaria);

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   “CONICET” refers to the National Scientific and Technical Research Council of Argentina (Consejo Nacional de Investigaciones Científicas y Técnicas), the main organization in charge of the promotion of science and technology in Argentina and an entity run by the Argentine federal government;

   “Convention” refers to the Convention on Biological Diversity, an international treaty that was adopted at the Earth Summit in Rio de Janeiro, Brazil in 1992;

   “CPI” refers to consumer price index;

   “crop protection technologies” refers to our technologies that are designed to control weeds, insects or diseases;

   “CTNBio” refers to the Brazilian National Technical Commission on Biosafety (Comissão Técnica Nacional de Biossegurança);

   “De Sangosse” refers to De Sangosse Argentina S.A.;

   “Dita Calza Clemente” refers to Dita Calza Clemente S.R.L.;

   “Don Mario” refers to Asociados Don Mario S.A.;

   “Dow AgroSciences” refers to Dow AgroSciences LLC;

   “DRS” refers to the Direct Registration System, a system administered by DTC, pursuant to which the depositary may register the ownership of uncertificated ADSs;

   “DTC” refers to The Depositary Trust Company;

   “EcoSeed” refers to our customized seed treatments that complement our seed traits and germplasms;

   “Exchange Act” refers to the U.S. Securities Exchange Act of 1934, as amended;

   “FAO” refers to the Food and Agriculture Organization of the UN;

   “Florimond Desprez” refers to FD Admiral SAS, a French company specializing in wheat breeding, among other crops;

   “FSA” refers to the U.S. Federal Seed Act;

   “GAAP” means generally accepted accounting principles;

   “GDP” means gross domestic product;

   “germplasm” refers to the genetic resources of a particular species and contains the information for a species’ genetic makeup;

   “glyphosate” refers to a non-selective herbicide used to kill weeds;

   “GM” refers to genetically modified;

   “GMO” refers to genetically modified organism;

   “GMPO” refers to genetically modified plant organism;

   “growers” refers to farmers, plantation owners, breeders and cultivators of different types of crops;

   “HB4” refers to the yield improvement technology we co-own with CONICET and the National University of the Litoral (La Universidad Nacional del Litoral), including our modified HB4 gene traits in our 2012 HB4 patents (see “Business—Intellectual Property” for a description of our 2012 HB4 patents);

   “Hahb 4” refers to a sunflower gene that confers drought tolerance in crops and to an element which activates that gene, which are the subjects of 2003 patents co-owned by CONICET and National University of the Litoral from whom we have an exclusive license to commercially exploit their rights in the 2003 Hahb 4 patents (see “Business—Intellectual Property” for a description of the 2003 Hahb 4 patents);

   “Héritas” refers to Héritas S.A., a company formed in partnership with CIBIC to provide translational medicine services to the regional community, mainly in Argentina;

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   “IAS 34” refers to International Accounting Standard 34, Interim Financial Reporting;

   “IASB” refers to International Accounting Standards Board;

   “ICSID” refers to the International Centre for Settlement of Investment Disputes;

   “IFRS” refers to International Financial Reporting Standards as issued by the IASB;

   “IMF” refers to the International Monetary Fund;

   “INDEAR” refers to our technology sourcing and product development subsidiary, Instituto de Agrobiotecnologia Rosario S.A.;

   “INDEC” refers to the Argentine National Institute of Statistics and Census (Instituto Nacional de Estadística y Censos);

   “industrial enzymes” refers to enzymes that have industrial applications, such as chymosin;

   “INMET” refers to our technology sourcing and product development subsidiary specialized in bacterial fermentation solutions, Ingenieria Metabolica S.A.;

   “INTA” refers to the Argentine National Agricultural Technological Institute (Instituto Nacional de Tecnología Agropecuaria);

   “ISAAA” refers to the International Service for the Acquisition of Agri-biotech Applications;

   “JOBS Act” refers to the U.S. Jumpstart Our Business Startups Act of 2012;

   “MG” refers to maturity group;

   “microbial fermentation solutions” refers to genetically engineered Bacillus subtilis modified for the conversion of low-value organic carbon sources into higher value molecules, such as biofuels, biopolymers and ectoine;

   “Momentive” refers to Momentive Performance Materials Inc.;

   “Monsanto” refers to Monsanto Argentina, S.R.L.;

   “MULC” refers to the Argentine Exchange Currency Market (Mercado Único y Libre de Cambio);

   “NUE” refers to nutrient use efficiency;

   “OECD” refers to the Organization for Economic Co-operation and Development;

   “PCAOB” refers to the Public Company Accounting Oversight Board;

   “PCT” refers to the Patent Cooperation Treaty of 1970, as amended and modified;

   “PFIC” refers to a passive foreign investment company within the meaning of Section 1297 of the Internal Revenue Code of 1986, as amended;

   “polyhydroxyalkanoates” refer to completely biodegradable biopolymers with plastic properties (similar to polypropylene);

   “Porta” refers to Porta Hermanos S.A.;

   “PVP” refers to plant variety protection;

   “quality traits” refer to technologies designed to increase or decrease the content of a particular grain or forage component, thus improving its nutritional value or generating a downstream benefit;

   “RASA Holding” refers to RASA Holding LLC, a Delaware limited liability company and our wholly owned holding company used to acquire the stake in Rizobacter;

   “R&D” refers to research and development;

   “reduced lignin trait” refers to a technology that provides higher than average quality forage;

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   “Rizobacter” refers to Rizobacter Argentina S.A., an Argentine company that focuses on research, development, production and commercialization of biological agents used in agriculture;

   “RNC” refers to the National Registry of Seed Varieties (Registro Nacional de Cultivares);

   “RNCFS” refers to the National Registry of Trade and Control of Seeds (Registro Nacional del Comercio y Fiscalización de Semillas);

   “S&W Seed” refers to S&W Seed Company, a U.S.-based producer of warm climate, high-yield alfalfa seed varieties, including varieties that can thrive in poor, saline soils, which recently announced the acquisition of DuPont Pioneer’s alfalfa business, expanding its operation to include dormant materials;

   “SAMSA” refers to Servicios de Aguas de Misiones S.A. which focuses on grain production, processing and exports;

   “San Cristóbal” refers to San Cristóbal Seguro de Retiro S.A.;

   “Sarbanes-Oxley Act” refers to the U.S. Sarbanes-Oxley Act of 2002, as amended;

   “SAV” refers to Argentina’s Secretariat of Value Added (Secretaría de Valor Agregado);

   “Semya” refers to Semya S.A., our Argentina-based, intra-company joint venture with Rizobacter that conducts technology sourcing and product development to commercialize seed treatments and agricultural biological inputs for soybean, wheat, corn and alfalfa;

   “SENASA” refers to Argentina’s National Food Safety and Quality Service (Servicio Nacional de Sanidad y Calidad Agroalimentaria);

   “senescence” refers to the condition or process of deterioration with age;

   “SIMI” refers to the Import Monitoring System (Sistema Integral de Monitoreo de Importaciones) imposed by the Argentine government in December 2015;

   “soy glycerin” refers to raw glycerin extracted from soy oil in the biodiesel production process;

   “SPC” refers to our technology for the production of bovine chymosin;

   “Synertech” refers to Synertech Industrias S.A., Rizobacter’s Argentine-based joint venture with De Sangosse that produces and commercializes fertilizers based on microgranules that promote efficiency and accuracy;

   “Syngenta” refers to Syngenta AG;

   “TMG” refers to Tropical Melhoramento e Genética Ltda;

   “transgenic products” refer to plants or other products that have had traits artificially introduced into them;

   “Transition Period” means the six-month transition period ended June 30, 2017;

   “TREF” refers to resistance to low temperature stress (Tolerancia/Resistencia a Estrés por Frío);

   “Trigall Genetics” refers to Trigall Genetics S.A., our Uruguay-based joint venture with Florimond Desprez to develop and commercialize conventional wheat varieties as well as varieties with next-generation biotechnologies in South America;

   “UN” refers to the United Nations;

   “USDA” refers to the United States Department of Agriculture;

   “U.S. EPA” refers to the United States Environmental Protection Agency;

   “U.S. FDA” refers to the United States Food and Drug Administration;

   “Valent Biosciences” refers to Valent Biosciences LLC;

   “Verdeca” refers to Verdeca LLC, our U.S.-based joint venture with Arcadia Biosciences that develops and deregulates soybean varieties with next-generation agricultural technologies;

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   “we” or “us” refer to Bioceres S.A. and its consolidated subsidiaries;

   “WPI” refers to Wholesale Price Index (Índice de Precios Internos al por Mayor);

   “WUE” refers to water use efficiency;

   “yield improvement” refers to the increase in the production of a given crop; and

   “YPF” refers to YPF Sociedad Anónima, the main Argentine oil company, including YPF Tecnología S.A., its R&D subsidiary.

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SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our ADSs. Before investing in our ADSs, you should read carefully this entire prospectus for a more complete understanding of our business and this offering, including the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements included elsewhere in this prospectus.

Overview

We are a fully-integrated provider of crop productivity solutions, including seeds, seed traits, seed treatments, biologicals, high-value adjuvants and fertilizers. Unlike most industry participants that specialize in a single technology, chemistry, product, condition or stage of plant development, we have developed a multi-discipline and multi-product platform capable of providing solutions throughout the entire crop cycle, from pre-planting to transportation and storage. Our platform is designed to cost-effectively bring high-value technologies to market through an open-architecture approach. See “—Our Business Model”. Our headquarters and primary operations are based in Argentina, which is our key end-market as well as one of the largest markets globally for GM crops. We leverage our relationship with our 308 shareholders, many of whom are industry leaders and key participants in our end-markets, to increase adoption of our products and technologies. More recently, we raised capital through financing from Monsanto and BAF, which we believe represents strategic validation of our business model as well as endorsement of our products.

As of June 30, 2017, we owned or licensed approximately 300 registered products and we owned or licensed, either exclusively or non-exclusively, approximately 200 patents and patent applications. For the twelve months ended June 30, 2017, we distributed over 12.3 million doses of inoculants, seven million liters of adjuvants, three thousand tons of high value fertilizers as well as other agricultural inputs across 25 countries, including Argentina, Brazil, China, India, the United States and Uruguay, among others. Our pipeline of products includes fertilizers, inoculants, adjuvants, baits, crop protection solutions and seeds. Our net revenue, net loss and Adjusted EBITDA for the Transition Period were US$48.3 million, US$11.2 million and US$2.3 million respectively. Our pro forma net revenue, net loss and Adjusted EBITDA (including that of Rizobacter) for the year ended December 31, 2016 were US$104.1 million, US$14.8 million and US$15.2 million, respectively. Adjusted EBITDA is a non-IFRS financial measure. Net loss is the most directly comparable measure calculated in accordance with IFRS. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-IFRS Financial Measures” for information regarding our use of Adjusted EBITDA and a reconciliation of net loss to Adjusted EBITDA.

Over the past 40 years, we have established a leadership position in sourcing, development, production and sales of biological products for some of the most globally prolific crops, including soy, corn, wheat and alfalfa. We sell our products through a 90-person sales and marketing team and enjoy exceptional access to the end-user grower as a result of: (i) our strategic alliances with global leaders, such as Syngenta, Valent Biosciences, Dow AgroSciences, Don Mario and TMG; (ii) our shareholders, who collectively control significant agricultural land; and (iii) our longstanding relationships with dealers and distributors. Our customers include global blue-chip companies and industry leaders, large distributors, co-ops and dealers, as well as growers. Our leading infrastructure, the success of our platform and commanding presence in our key markets have made us the effective flagship agricultural solutions provider, as well as the natural partner for global conglomerates, in South America.

Our History

Bioceres was founded in 2001 by a leading group of growers in Argentina to address the demand for higher crop yield and productivity in a sustainable and environmentally conscious way. Since our founding, we have developed one of the leading fully integrated biotechnology platforms of its kind to source, validate, develop and commercialize agricultural technologies and products. We have strategically targeted some of the most globally prolific crops, namely, soy, wheat, alfalfa and corn, in one of the largest geographies for GM plants on a global scale.

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In order to bring our products to market in an efficient and cost-effective manner, we have established multiple joint ventures, formed non-joint venture collaborations, as well as created and acquired multiple companies. Our joint ventures include partnerships with important industry participants, such as Florimond Desprez, De Sangosse and Arcadia Biosciences. Some of our non-joint venture collaborations include those with Dow AgroSciences, Momentive, Syngenta and Forage Genetics, among others. Of the companies we have acquired, the most significant was our 2016 acquisition of the controlling stake in Rizobacter S.A., a global leader in biological products and a pioneer in liquid inoculants. We expect to exercise a mandatory call option for 9.99% of Rizobacter upon the successful completion of this offering. Also, subject to the completion of this offering, we expect to acquire an additional 20% of Rizobacter, increasing our ownership to 80%. In addition to its market leading position in biological and non-biological products, Rizobacter offers fertilizers, professional seed treatment services, and tolling or formulation services.

The graph below sets forth our history and track record of innovation through joint ventures and acquisitions:


(1) Patents include issued and pending patents, both licensed and proprietary.
(2) INMET was formed in 2011 and officially launched in 2013.
(3) Bioceres expects to use a portion of the proceeds of this offering to purchase the additional 20% stake in Rizobacter. See “Business—Significant Transactions—Rizobacter Acquisition.’

Our Operational and Organizational Structure

Bioceres is headquartered in Rosario, Argentina, where we operate our INDEAR facility. INDEAR houses a state-of-the-art R&D laboratory spanning over 40,000 square feet. Our main manufacturing and distribution facilities are located in Pergamino, Argentina. Our manufacturing facilities include an approximately 1.05 million gallon formulation plant, an approximately 24,000 gallon fermentation plant as well as packaging and logistics operations with over 375,000 square feet of warehouse space. We also recently inaugurated our new 250,000-square foot fertilizer facility and as part of our joint venture with De Sangosse.

We test and conduct trial runs of our key technologies at our main field station located in Pergamino, which also has processing capabilities for foundation seed. We also operate facilities in Cordoba, Argentina as well as international facilities in Brazil and Paraguay and have sales offices or representatives in nine countries. We believe we will continue to grow our dominant position in Argentina and that our leadership position will continue to attract interest in partnerships from global industry leaders seeking to develop and commercialize high-value crop productivity solutions in the large and attractive Argentine and South American markets. As of June 30, 2017, we had 496 full-time employees in the companies in which we have a majority ownership interest.

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The following graphic provides a simplified chart of our structure:

Our Structure



(1) Reflects our minority investment in Chemotecnica. See “Business—Significant Transactions—Chemotecnica Investment.”
(2) Reflects our syndicated ownership of Rizobacter, of which we currently control 50.01% and expect to increase to the full 80%, in part upon execution of a mandatory call option.

Our Business Model

Our business model is driven by three key pillars: technology sourcing, product development partnering, and production and market access:

Technology Sourcing. This pillar is focused on identifying and validating leading scientific research and developing technologies for multiple applications and/or global end-markets. We source and validate promising early stage technologies, which are usually financed through public grants and/or other capital efficient sources, and thereby mitigate the associated high financial risks associated with such early stage discoveries. We currently have 30 products in the proof of concept phase and 11 products in the early development phase. The following subsidiaries support this pillar:

   INDEAR represents our R&D services arm and was formed through a strategic alliance with CONICET.

   INMET was formed to develop and commercialize fermentation solutions based on bacterial metabolic engineering.

Product Development Partnering. This pillar is focused on collaborating with strategic partners and creating joint ventures to develop validated technologies and products, and to bring these to market. We currently have four products in the advanced development and regulation phase and three products in the pre-launch phase. By co-funding projects, we further reduce our financial burden and risk from product development activities while also increasing our ability to develop multiple products. The following joint ventures support this pillar:

   Verdeca, our U.S.-based joint venture, was created to develop and bring soybean varieties with next-generation agricultural technologies to market.

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   Trigall Genetics, our Uruguay-based joint venture, that focuses on developing and commercializing conventional and next-generation biotechnology wheat varieties for the South American market.

   Semya, an intra-company joint venture with Rizobacter, is dedicated to the EcoSeed initiative and focuses on researching and developing seed treatments, as well as agricultural biological input applications for soybean, wheat and alfalfa markets.

   S&W Semillas is a joint venture that was formed to pursue development of alfalfa traits and varieties.

Production and Market Access. This pillar is focused on leveraging our shareholder base of leading South American growers as well as proprietary sales channels for direct access to end consumers. By establishing multiple pathways to markets, we maximize our market reach and rate of technology adoption. The following subsidiaries support this pillar:

   Rizobacter, a global leader in soybean biological products and Argentina’s leading provider of bio-based solutions for the agricultural sector with a strong focus on crop nutrition and protection solutions.

   Bioceres Semillas, our sales channel for seeds, with a primary crop focus on wheat and soybean.

   Synertech, which was formed in partnership with De Sangosse with the goal of producing and commercializing micro-beaded fertilizers.

   AGBM, which is our industrial enzymes company working to produce and commercialize chymosin and safflower industrial by-products from modified safflower seeds using our leading molecular farming technology.

   Héritas, which was formed in partnership with CIBIC to provide translational medicine services to the regional community, predominantly in Argentina.

Our Segments and Key Products

We divide our business into the following four principal segments: crop protection, seed and integrated products, crop nutrition and emerging solutions.

Crop Protection. Our key crop protection products include adjuvants as well as seed-applied insecticides and fungicides.

   Adjuvants. Adjuvants are used in tank mixes to facilitate application and effectiveness of crop protection products. We produce the market leading silicone-based adjuvant, Silwet, and are currently developing microbially-enhanced adjuvants in partnership with other companies.

   Insecticides and Fungicides. We offer a full range of chemical seed treatments tailored for specific crop and pest combinations. We are in the process of formulating and commercializing standalone chemical seed treatments, including fungicides and insecticides, in partnership with Syngenta, to reduce disease and pest pressure during crop establishment. Also, in partnership with De Sangosse, we offer a range of pest baits to effectively and safely control pests that are particularly harmful for harvested and stored grains or seeds. We hold a leading market position for such products, with an estimated 50% current market share. Furthermore, we are pursuing commercialization of biological fungicides formulated as seed treatments that control and restrict the growth of pathogenic agents in wheat and barley, as well as developing a microbial-based insecticide.

Seed and Integrated Products: The key products of this segment include seed traits, germplasms and seed treatments for healthier and higher yielding crops.

   Seed Traits. Our seed trait effort is primarily focused on improving plant yields by increasing plant tolerance to abiotic stress, such as drought or salinity. We also have a secondary focus on crop protection and quality traits. We gain access to these technologies by collaborating with the original developers or by co-developing new events with our partners. Our most advanced technology in the seed trait area, HB4, helps increase yield by an average 13% to 19% for multiple crops under various growing seasons and

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conditions, including sporadic drought episodes. HB4 is also able to provide this higher yield without adversely impacting yields in optimal growing conditions, which is a distinctive and important factor compared to other stress tolerance technologies. HB4 has been approved for use in soybean in Argentina and by the U.S. FDA. Submissions for approval for use of HB4 in wheat have been initiated in Argentina, Brazil, Uruguay and Paraguay, and we have also filed for approval of HB4 in soybean in China.

   Germplasms. We currently breed germplasms for soybean and wheat and plan to advance our elite germplasms by delivering these technologies using our proprietary channels. Our soybean breeding program produces varieties that are registered or are in process of being registered in Argentina, Uruguay, Paraguay and South Africa. Our wheat breeding program is operated through our joint venture, Trigall Genetics, which has exclusive rights to the wheat breeding program of Florimond Desprez. In addition, we hold exclusive rights to all wheat varieties developed between 2003 and 2013 by the Argentine national breeding program at INTA.

   Seed Treatments. Seed treatments comprise one of our core products and include Rizopacks, produced by our subsidiary Rizobacter in partnership with Syngenta Seedcare, which are the flagship soybean product with proprietary inoculants and fungicides. We also offer certain variations customized for peanut, beans and chickpea. In addition, we are pursuing the development of next-generation biologicals, particularly for seed treatments tailored for specific germplasms, seed traits and environment combinations.

Crop Nutrition. Our main crop nutrition products include inoculants, biofertilizers and chemical-based fertilizers:

   Inoculants. Inoculants are broadly used nitrogen-fixing bacteria that promote growth of leguminous crops such as soybean and alfalfa. We hold a global leadership position in sales of soybean inoculants with approximately 21% market share per our internal projections. We are currently developing the next-generation of inoculants, including Bioinductor 2.0 and Extended-Shelf-Life products for professional seed treatment businesses.

   Biofertilizers. Biofertilizers contain living microorganisms that colonize the interior of a plant and promote growth by increasing supply or availability of primary nutrients through the natural processes of nitrogen fixation, solubilizing phosphorus and stimulating plant growth through synthesis of growth-promoting substances. The combination of biologicals and chemical fertilizers can maximize crop yields while reducing environmental impact as a result of reduced use of chemicals. We are also in early stages of development for microbially-enhanced fertilizers for soybean, wheat, corn and chickpeas.

   Chemical-Based Micro-Granulated Fertilizers. We produce and commercialize fertilizers based on chemically formulated microgranules. As these fertilizers can be applied next to the seed at planting, lower doses are needed than standard fertilizers, resulting in logistical efficiency and environmental benefits. Currently, our production is focused on Microstar PZ, a starter fertilizer that provides nitrogen, phosphorus, sulfur and zinc to different crops.

Emerging Solutions. Our emerging solutions segment provides high value R&D, technical and advisory services to strategic partners and third parties. We also commercialize specialized products for a variety of end markets, including enzymes, such as chymosin, microbial fermentation solutions and translational medicine services.

   R&D Services. Our R&D services provide advanced biotechnology capabilities and specialized knowledge and expertise to facilitate validated technology sourcing and product development efforts from our industry collaborations. We also enter early-stage research collaboration arrangements with external research groups, most of which are funded through government grants. Our R&D services are provided through our two subsidiaries: INDEAR, which provides R&D services across a broad range of platforms, and INMET, which focuses on fermentation solutions using synthetic biology and metabolic engineering for application in agro-industrial solutions.

   Agro-Industrial Biotechnology. We have developed a safflower-based molecular farming platform for industrial enzymes, which allows us to use harvested grains as an efficient way of storing enzymes prior to processing. Our most advanced molecular farming technology is SPC®, which is used to produce bovine

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chymosin, an enzyme used in the manufacturing of cheese. We are also developing solutions for producing biopolymers, such as PHA/PHB, biodiesel and ectoine from soybean glycerin based on bacillus fermentation, which we also use for cost-effective production of biological pest control agents.

The following graphic sets forth the key products, growth drivers, revenue and gross profit, key markets and selected commercial partners for each of our segments:


Our Competitive Strengths

Our diversified platform generates revenues through multiple technologies, customers, distribution channels and end-markets, providing us with a profitable growth trajectory. Our key competitive strengths include:

Premier Agricultural Solutions Provider with the Flagship Position in Latin America. As the first non-governmental Latin America-based entity with a GMO event approved in a major global crop, we consider ourselves to be the pioneer in the agricultural biotechnology industry in Latin America. Our experience over the last 40 years has allowed us to become and maintain our position not only as a reference entity for governmental agencies and policy-makers, but also as a leading choice for partnerships with global conglomerates. We have helped define regulations for gene editing and new breeding technologies as well as formulate intellectual property guidelines and legislation for our industry. We are a founding member of the Argentine Chamber of Biotechnology and one of a handful of selected companies collaborating with the Argentine Ministry of Science, Technology and Productive Innovation in the design of research grants aimed at our sector. We are a frequent and leading participant in all major forums dedicated to our industry and a prominent representative of our sector.

Proven Platform with a Successful Track-Record in Sourcing, Developing and Commercializing Key Biotechnologies. Over the last 40 years, we and our subsidiaries have created our proprietary platform for sourcing, validating, developing and bringing key technologies and products to commercialization.

We manage our sourcing efforts through our two key business divisions: INDEAR, which focuses on our technology and product development efforts and third party initiatives, and INMET, which focuses on metabolic engineering solutions for the conversion of agricultural feedstock into higher value molecules.

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We source our technologies and products through various partnerships, collaborations and long standing relationships with research institutions and scientists. We are the strategic partner of various institutions including CONICET for the development of multiple GM trait leads, Danziger Innovations for the development of modified gene lines in soybeans as well as quality and protection traits and the University of Illinois for the development of herbicide tolerance technology for alfalfa and soybeans, among others. We have also entered into various collaborative product development agreements, including with: (a) Forage Genetics for enhanced alfalfa with herbicide resistance technology; (b) Dow AgroSciences for the development of new seed traits in soybeans; (c) Momentive for adjuvants; (d) Syngenta for new seed treatments; and (e) Valent BioSciences for microbials in the United States, among others.

We manage our product development via various joint ventures and partnerships with leading participants in the global agriculture sector. We focus our efforts on developing products and technologies that address the specific requirements and demands of our global customer base and for some of the highest demanded crops, such as soy, wheat and alfalfa, among others.

We operate a leading commercialization platform for agricultural biotechnology products in South America as well as other select global agricultural markets. We have access not only to the largest distributors, co-ops and dealers, but also to end customers through our well-established subsidiaries, divisions and partnerships. By selling our proven genetics, seed and seed treatments on a branded basis, we believe we are able to further strengthen our brand and grow our leading position in Latin America.

Capital-Efficient, Risk Mitigated Development Model. Development and regulatory approval for our products and technologies requires a highly evolved and complicated process that can last between 12 to 14 years. Furthermore, capital allocation requirements can be onerous due to the expensive research activities usually associated with life sciences research and the strict requirements for regulatory approval that are imposed on GM crops and technologies.

We believe that we have created a highly-competitive independent platform for developing such products and technologies in South America. We consider ourselves to be the go-to partner for advanced validation of promising research leads developed by local research institutions, most of which do not have the necessary capabilities for this purpose. As advanced validation initiatives are funded often by existing government programs, we are able to reduce our capital exposure at this high-risk stage of the R&D process.

Upon technology validation, we enter into joint ventures, partnerships and collaborative agreements with industry participants that agree on the merits of a new technology and pursue the business opportunity jointly with us. Partnering with others in this stage of the R&D process allows us to reduce our capital exposure while retaining a controlling interest in the product or technology under development.

We enjoy a significant competitive advantage in commercializing our products as we are able to leverage our strong industry relationships to bring our products to market faster than our competitors. We also facilitate the use of our technologies through licensing agreements and partnerships with global industry leaders, particularly in new markets with expanded regulatory requirements.

Patented and Well-Established High Impact Technologies and Products as well as a Robust Pipeline of New Products and Technologies at or Close to Commercialization Phase. Our patent and trademark portfolio for biologicals is amongst the most competitive in South America. As of the date of this prospectus, we have identified and sought patent protection in our capacity as either title holder or licensee, either as exclusive or non-exclusive licensee, to approximately 200 patents or patent applications. In some instances, our licenses are limited in terms of duration, geography and/or field of use. We usually seek patent protection in the largest global markets for our products and technologies, including, the United States, Brazil, Argentina, China, India, Mexico, Australia and certain other European and South American countries.

We have registrations in Argentina for 27 wheat, 18 soybean, 5 alfalfa, 4 corn and 2 safflower varieties and are also seeking registration for an additional 13 soybean, 2 wheat, 2 amaranth and 17 alfalfa varieties. Our portfolio also

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includes 42 trademarks and 4 trademark applications in Argentina, Brazil, the United States, and Uruguay for Bioceres, while our subsidiary Rizobacter has more than 355 trademarks and applications in Argentina and over 300 trademarks and applications globally.

We also have a robust and innovative portfolio of products and technologies for all stages of crop development across various chemistries, many of which are at or close to the commercialization phase, such as EcoSoy, EcoWheat and HarvXtra™ Alfalfa products.

Unique Ownership by Key Industry Influencers Leading to Early and Broad Adoption of Technologies and Products. Our current ownership structure is composed of 308 shareholders, including some of the largest farm operators, processors, distributors and commercial participants in the South American agricultural sector. Our shareholder structure also includes founding members of AAPRESID and leading members of AACREA. These unique relationships not only allow us to quickly bring our products to market and integrate our technologies into the broad market by creating a proprietary distribution and commercialization channel, but also provides us with a much desired early stage testing platform which allows us to receive direct market feedback early on in the testing process to vet and facilitate faster market penetration.

Highly Accomplished Management Team with a Unique Blend of Technical and Commercialization Experience as well as the Ability to Identify and Integrate Key Acquisitions. We believe we have a strong management team with a unique blend of executive, managerial, technical, commercialization and acquisition experience. We are able to leverage the experience of our management team not only to efficiently source and develop our technologies and products, but also to leverage their vast experience in commercial production, distribution, navigation of intellectual property requirements and inorganic acquisitions to strategically grow our company.

Our Growth Strategy

Our long-term growth strategy is based on an open-architecture approach to technology origination, identifying and accessing promising technologies from third parties, as well as forming strategic and capital-efficient partnerships that leverage each party’s strategic strengths and capabilities to more quickly bring innovations to market. Our near-term growth strategy includes the following:

Continue to Lead Development and Commercialization of New Agricultural Biotechnology Products in Existing and New Markets. We intend to build upon our diverse portfolio of crop productivity solutions by consolidating our position on biological assets, including microbial, seed traits and germplasm assets, and continuing to pursue an integrated approach in the development of superior yielding products. We intend to expand upon our direct reach to customers by offering additional high demand technologies, including digital farming solutions and direct-to-consumer retail, which we believe will facilitate the adoption and subsequent sales of our products as well as achieve efficiencies creating additional value opportunities.

Scale-up Production of Rizobacter Products to Accelerate Penetration in Local and Regional Crop Nutrition Markets. We have invested significant capital in future developments of specialty fertilizers and have recently completed the construction of our micro-beaded fertilizer facility in Pergamino, Argentina. The facility began operations in January 2017 and is expected to supply high-demand specialty fertilizers in Argentina and neighboring countries. Micro-beaded fertilizers place non-toxic formulations of macro- and micro-nutrients next to the planted seed allowing growers to significantly reduce application rates by as much as 75% to 80% on a weight basis and resulting in significant logistical as well as operational savings. Through our recent acquisition of Rizobacter, we also own Microstar, the leading brand in micro-granulated fertilizers.

Commercial Launch of Seed Traits and EcoSeed Products to Drive Penetration in Local and Regional Integrated Seed Market. Given the near-term commercialization opportunity that HB4 and other seed technologies represent, we plan to integrate these solutions into customized seed products that represent a superior value proposition in the current market, with an initial focus on Latin America. EcoWheat and EcoSoy seeds integrate the uniqueness of HB4 stress tolerance into locally-adapted germplasms, customized with a seed treatment solution prescribed for specific environments. We believe that the product differentiation provided by our unique and varied technologies increase the value of our products for EcoSeed customers and will drive significant growth in this segment of our

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business. In the medium-term, we expect royalties from HB4 licensees to represent a significant component of our revenues as this landmark technology is more broadly adopted through strategic partnerships and third-party channels. We also expect to obtain regulatory approval for the commercialization of the HarvXtra™ Alfalfa with Roundup Ready® technology developed by Forage Genetics International.

Expand our International Business by Accelerating Registration and Sales of Products Through Multiple Subsidiaries. We consider ourselves to be a global leader in the soybean biological market and have used this position to establish subsidiaries in Brazil, Paraguay, Bolivia, Uruguay, the United States, South Africa, and more recently, India, Colombia and France. We believe we can use our international footprint and sales force to continue to define our key brands by bringing our broader portfolio of crop productivity solutions to these markets. We expect international growth to be driven initially by continued growth in our historical biological business, as well as by incorporating high-value adjuvants and crop nutrition solutions in the future. In the medium-term, we expect to leverage our leading distribution network to bring our integrated seed products and other crop protection and nutrition solutions to all of our current and target markets.

Pursue Strategic Collaborations and Acquisitions in Key Markets. We intend to continue working with our collaboration partners to bring our products to customers in key markets. We also plan to continue pursuing acquisitions and in-licensing opportunities to gain access to validated and important later stage products and technologies that we believe to be a strategic fit for our business.

Further Develop Emerging Agro-Industrial Biotechnology Solutions. Through our investment in AGBM, we plan to scale-up our molecular farming business, by initially producing and commercializing chymosin, an enzyme used in cheese manufacturing. We intend to accelerate the cost-efficient development of commercial technologies that rely on metabolic engineering for bio-conversions of soy glycerin to produce biofuels, bio-chemicals and bioplastics as well as technologies for the production of new industrial enzymes through our safflower molecular farming platform. We believe that the ability to combine our capabilities in genomic and bio-informatics, synthetic biology, metabolic engineering and fermentation as well as unique relationships with some of the largest participants in the agricultural sector allows commercialization of technologies more quickly and efficiently and with lower risk than our competitors.

Global Industry Overview

We develop, produce and/or formulate: germplasm, seed traits, seed treatments, biological and micro-granulated fertilizers, specialty insecticides and fungicides, adjuvants and specialty enzymes. Our key geographical end-markets include Argentina, which is the third largest market for agricultural biotechnology products, Brazil and the rest of Latin America, the United States, China and India. We sell our products in more than 25 countries globally. Our products and technologies have applicability across a wide variety of crops, including some of the most globally farmed crops such as corn, soy, alfalfa and wheat.

Demand for crop yields from agricultural lands are seeing a dramatic increase as a result of increasing global population, an expanding middle class, trend towards urbanization, decrease in agricultural land per capita, demand for reduced use of environmentally harmful chemicals and an increase in unfavorable weather patterns for farming. This demand cannot be met by conventional farming alone. Agricultural biotechnology products are the only current viable avenue available to meet this expected high demand in crop yields.

According to the USDA, global demand for grains increased by more than 63% from 1.4 billion metric tons in 1980 to 2.2 billion metric tons in 2010. This demand is expected to increase another 20% by 2020 reaching 2.6 billion metric tons. The increase in demand is primarily driven by population growth in developing countries and an expanding middle class. Also, according to the OECD and the FAO, global population is projected to increase from 7.4 billion in 2016 to 8.1 billion in 2025, with 95% of this increase occurring in developing countries. Furthermore, the OECD estimates that global middle-class population is expected to grow from 1.8 billion people in 2009 to 3.2 billion people by 2020 and 4.9 billion people by 2030. As household incomes rise, demand for protein-rich diets often increases and this drives additional demand for grains. The trend toward urbanization is

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also causing a large drop in arable land available per capita. The FAO estimates that ratio of arable land to population has declined by over 50% from 1962 to 2010. As a result of this, the number of people fed per hectare is expected to increase by more than 100% from 2.3 to 5.6 people fed per hectare from 1960 to 2020.

The U.S. EPA has validated that more extreme temperature and precipitation can prevent crops from growing. Dealing with drought could become a challenge in areas, and although increased irrigation might be possible in some places, in other places water supplies may also be reduced, leaving less water available for irrigation when more is needed. According to the U.S. Global Change Research Program, climate disruptions to agricultural production have increased in the past 40 years and are projected to increase over the next 25 years. By mid-century and beyond, these impacts will be increasingly negative on most crops and livestock.

According to the ISAAA, conventional crop technology alone cannot address this immense demand or feed the increase in population. Sustainable approaches using the best of conventional crop technology, such as use of the best adapted germplasms, as well as the best of biotechnology is required to meet crop productivity demands. The last 20 years of commercialization of biotech crops has confirmed that biotech crops have and can deliver substantial agronomic, environmental, health, economic and social benefits. The rapid adoption of biotech crops reflects the multiple substantial benefits realized globally and in the last 20 years, with an accumulated 2 billion hectares of biotech crops grown commercially. Adoption rate for biotech crops has reached over 90% for major products in principal markets in both developing and industrial companies.

In 2016, according to the ISAAA, corn and soybeans represented a majority of the seed biotechnology market, making up approximately 88% of the global biotech seed market. The United States, Brazil and Argentina were the top planters of biotech seeds with more than 145 million hectares under production of biotech crops. Current adoption of GM varieties is above 90% for soybean, above 80% for corn and above 65% for cotton. In Argentina, 24 million hectares of biotech crops were planted in 2016 with virtually 100% of soybean, 95% of corn and 100% of cotton hectares utilizing biotech varieties. Historically, the Argentine market has been quick to adopt biotechnology as a result of concentrated nature of farm groups as well as comfort with fast commercialization of new GM varieties. In the United States, which is the top producer of biotech seeds, 73 million hectares were planted using biotech crops. The United States has an established history of rapid adoption rates of GM crops, typically reaching 65% to 90% peak penetration in ten years driven by overall yield and productivity improvements of specific seed traits as well on-going consumer education and resulting acceptance.

The graph below reflects the adoption of rates of GM crops in Argentina for the periods indicated:

Adoption Rates of GM Crops in Argentina


In the United States, which is the top producer of biotech seeds, 73 million hectares were planted using biotech crops. The United States has an established history of rapid adoption rates of GM crops, typically reaching 65% to

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90% peak penetration in ten years driven by overall yield and productivity improvements of specific seed traits as well on-going consumer education and resulting acceptance.

The graph below reflects the adoption rates of GM crops in the United States for the periods indicated:

Adoption Rates of GM Crops in the U.S.


The global seed market has grown an 85% in ten years up to US$37 billion in 2016 from US$20 billion in 2006 per a 2017 report by Phillips McDougall. Also, GM seeds have grown in prominence, representing only 29% (US$6 billion) of the global market in 2006 up to 55% (US$20 billion) in 2016. This increase of more than 330% in the market size of GM seeds underlines the increasing significance and need for agricultural biotechnology.

The graph below reflects the increase in the global seed market and the penetration of biotechnology crops for the periods indicated:

Global Seed Market & Penetration of Biotech Crops


Source: Phillips McDougall, 2017.

Syngenta, our joint venture partner and a global leader in crop protection, estimates that the global crop protection market doubled from 2000 to 2014, reaching an estimated size of US$63 billion. The Company, based on its research and market sources, also estimates this unprecedented growth to continue driven by introduction of new chemistries, which addressed many unmet agronomic challenges faced by growers, as well as need to address significant losses from abiotic stresses that could potentially be more than US$100 billion.

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We believe that agricultural biotechnology and biologicals will continue to grow as the benefits of these technologies and products become more widely known and consumers appreciate the similar efficacy to conventional chemicals while also addressing other issues such as pest resistance and environmental safety.

Implications of Being an Emerging Growth Company and a Foreign Private Issuer

As a company with less than US$1.07 billion in revenue during our last fiscal year, we qualify as an “emerging growth company,” as defined in the JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company may take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

An emerging growth company may also take advantage of reduced reporting requirements that are otherwise applicable to public companies. If we choose to take advantage of any of these reduced reporting burdens, the information we provide to shareholders may be different from that which you may receive from other public companies. These provisions include:

   a requirement to have only two years of audited financial statements in addition to any required interim financial statements and correspondingly reduced Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure; and

   an exemption from the auditor attestation requirement under Section 404(b) of the Sarbanes-Oxley Act in the assessment of our internal control over financial reporting.

We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company upon the earlier to occur of:

   the last day of our fiscal year during which we have total annual gross revenue of at least US$1.07 billion;

   the date on which we have, during the previous three-year period, issued more than US$1.0 billion in non-convertible debt; or

   the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our shares that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter.

Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act.

We are also considered a “foreign private issuer.” Even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

   the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations with respect to a security registered under the Exchange Act;

   the requirement to comply with Regulation FD, which requires selective disclosure of material information;

   the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

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   the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K upon the occurrence of specified significant events.

Both foreign private issuers and emerging growth companies are also exempt from certain more stringent executive compensation disclosure rules. Thus, even if we no longer qualify as an emerging growth company, but remain a foreign private issuer, we will continue to be exempt from the more stringent compensation disclosures required of companies that are neither an emerging growth company nor a foreign private issuer.

Corporate Information

Our principal executive offices are located at Ocampo 210 bis, Predio CCT, Rosario, Santa Fe, Argentina, and our telephone number is +54 341 486-1100. We were incorporated as a sociedad anónima under the laws of Argentina on April 11, 2002 for a duration of 50 years. Our agent for service of process in the United States is Cogency Global Inc., 10 E. 40th Street, 10th Floor, New York, NY 10016.

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THE OFFERING

Issuer
Bioceres S.A.
Underwriters
Jefferies LLC and Piper Jaffray & Co.
Argentine placement agents
AR Partners S.A. and BAF Securities S.A.
Ordinary shares and ADSs offered in the global
offering
We refer to the offering in the United States and in other jurisdictions outside of Argentina as the “international offering” and to the offering in Argentina as the “Argentine offering.” We refer to the international offering together with the Argentine offering as the “global offering.”

We are offering up to           ADSs (or           ADSs if the international underwriters exercise their option to purchase additional ADSs in full) through the international underwriters in international offering.

We are offering up to           ordinary shares in the Argentine offering.

Certain of the shares offered in the global offering are (i) shares that became available as a result of the decision of certain of our shareholders not to exercise their preemptive and accretion rights to subscribe to our capital increase underlying the global offering and the subsequent assignment to AR Partners S.A., as exercise agent, and (ii) additional shares that the international underwriters may acquire from us relating to preemptive rights not exercised by our shareholders.

See “Rights Offering in Argentina.”

ADSs offered
Each ADS represents           ordinary shares and may be represented by ADRs. The ADSs will be issued under an ADS deposit agreement among us, the ADS Depositary, and the registered holders and beneficial owners from time to time of ADSs issued thereunder. A registration statement on Form F-6 will be filed with respect to the ADSs issuable upon deposit of the ordinary shares.
Listing
We have applied to list the ADSs on the NYSE under the symbol “BIOX.” We have also applied to list our ordinary shares on the BYMA under the symbol “BIOX.”
Ordinary shares offered in the Argentine offering
Concurrently with the international offering,           ordinary shares are being offered in a public offering in Argentina through a Spanish-language offering document with the same date as this prospectus. The Argentine offering document, which will be resubmitted to the CNV, is in a format different from that of this prospectus, consistent with CNV regulations, but contains substantially the same information as contained in this prospectus.

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Capital increase and share split
At an extraordinary shareholders’ meeting held on December 17, 2014, our shareholders approved (and at the shareholders’ meeting held on December 15, 2016 our shareholders ratified) a capital increase of up to 24,000,000 shares (after taking into account a 100-to-1 share split of our ordinary shares to be effective immediately prior to the commencement of this offering, or the Stock Split).
Preemptive rights
Under Argentine law, our existing shareholders are entitled to preemptive rights to subscribe for shares in a number sufficient to maintain their proportionate holdings in our total share capital. Additionally, our existing shareholders have accretion rights, which allow them to subscribe for shares that are not otherwise subscribed to by other existing shareholders, in proportion to the percentage of shares for which subscribing existing shareholders have exercised their preemptive rights. See “Rights Offering in Argentina.”
Ordinary shares to be outstanding after the global offering
          ordinary shares (or           if the international underwriters exercise their option to purchase additional ADSs in full).
Offering price range and initial public offering price
We expect that the offering price for the international offering will be between US$          and US$          per ADS and the offering price of our ordinary shares in the Argentine offering to be between US$          and US$          per ordinary share.
Option to purchase additional ADSs
We have granted the international underwriters an option to purchase up to an additional           ADSs, representing           of our ordinary shares.
Use of proceeds
We intend to use the net proceeds from this offering primarily to repay debt used to finance our acquisition of Rizobacter, to exercise the 9.99% call option and acquire an additional 20% of Rizobacter, for working capital required to accelerate growth, for capital expenditures and other general corporate purposes. See “Use of Proceeds.”
Voting rights
All holders of ordinary shares are entitled to one vote per share. Subject to Argentine Corporate Law, our bylaws and the terms of the deposit agreement, holders of ADSs will have the right to instruct the ADS Depositary regarding the voting of the underlying shares represented by ADSs. Ordinary shares are subject to applicable provisions of Argentine Corporate Law. Non-Argentine companies that own ordinary shares directly are required to register in Argentina in order to exercise their voting rights. See “Description of Share Capital” and “Description of American Depositary Shares.”

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Dividends
Under Argentine law, the declaration, payment and amount of dividends on the ordinary shares are subject to the approval of our shareholders and to certain requirements of Argentine law. Holders of ADSs will be entitled to receive dividends, if any, declared with respect to the underlying ordinary shares represented by such ADSs. Cash dividends will be paid in Argentine pesos, and the ADS Depositary will convert the dividends in Argentine pesos to U.S. dollars to pay such amount to the holders of ADSs net of certain taxes, fees and expenses, if any. However, since our inception, we have not declared or paid any dividends on our ordinary shares, and we do not intend to pay any dividends on our ordinary shares for the foreseeable future in order to retain earnings for use in our business. See “Dividends.”
Lock-up agreements
We have agreed with the international underwriters, subject to certain exceptions, not to sell or dispose of any ADSs, ordinary shares or securities convertible into, or exchangeable or exercisable for, any ADSs or ordinary shares during the period commencing on the date of this prospectus until 180 days after the completion of this offering. Members of our board of directors, our executive officers and substantially all of our shareholders have agreed to similar lock up provisions, subject to certain exceptions. See “Underwriting.”
Taxation
For a discussion of the material U.S. and Argentine tax considerations relating to an investment in our ordinary shares or the ADSs, see “Taxation—Material Argentine Tax Considerations” and “Taxation—Material U.S. Federal Income Tax Considerations.”
ADS Depositary
Deutsche Bank Trust Company Americas.
Risk factors
See “Risk Factors” and other information in this prospectus before investing in our ADSs or ordinary shares.
Mandatory tender offer in the case of a change in control
Upon becoming a public company in Argentina, we will be subject to the Argentine mandatory tender offer regime relating to acquisitions of “significant interests” and change of control offers. See “Description of Share Capital—Mandatory Public Offers Required Pursuant to Argentine Capital Markets Law and the CNV rules.”
Jurisdiction and arbitration
Pursuant to Article 46 of Law No. 26,831, companies whose shares are listed on any authorized market (including the BYMA), such as we intend our ordinary shares to be, are subject to the jurisdiction of the arbitration court of such authorized market (in this case, the Tribunal de Arbitraje General de la Bolsa de Comercio de Buenos Aires, or any successor thereof) for all matters concerning such companies’ relationship with

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shareholders and investors, without prejudice to the right of shareholders and investors to submit their claims (or challenge any arbitral award) to the competent courts of Argentina. For all matters relating to the deposit agreement and the ADSs, we will submit to the jurisdiction of the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan. See “Description of Share Capital—Mandatory Public Offers Required Pursuant to Argentine Capital Markets Law and the CNV rules—Jurisdiction and Arbitration.”

The number of ordinary shares to be outstanding after the global offering is based on 25,644,300 ordinary shares to be outstanding prior to the commencement of this offering. This assumes the consummation of the Stock Split. See notes 10 and 11 to our audited consolidated financial statements. The number of outstanding ordinary shares excludes:

   929,040 ordinary shares issuable upon the exercise of stock options that have already been approved for issuance as of the date hereof under our stock option incentive plan and under individual option agreements that have been entered into with certain of our key employees and members of our board of directors, with an exercise price of US$7.91 per ordinary share;

   902,487 ordinary shares issuable upon the exercise of stock grants that have already been approved for issuance as of the date hereof under our stock grant incentive plan and under individual option agreements expected to be entered into with certain of our key employees and members of our board of directors; and

   696,473 ordinary shares reserved for future issuance, consisting of 334,960 ordinary shares issuable upon the exercise of future stock option awards under our stock option incentive plan and 361,513 ordinary shares issuable pursuant to future stock grants under our stock grant incentive plan, in each case authorized by our shareholders as of the date hereof.

For further information on our equity incentive plans, see “Management—Equity Incentive Plans.”

Unless otherwise indicated, this prospectus:

   reflects the Stock Split of our ordinary shares effective immediately prior to the commencement of this offering;

   assumes an initial public offering price of US$          per ADS, the midpoint of the price range set forth on the cover of this prospectus; and

   assumes no exercise of the international underwriters’ option to purchase additional           ADSs representing up to an additional           ordinary shares.

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SUMMARY CONSOLIDATED HISTORICAL INFORMATION

The following tables set forth, for the periods and dates indicated, certain summary historical financial information. You should read the following summary consolidated financial and other data in conjunction with “Selected Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited financial statements and related notes included elsewhere in this prospectus. Historical results are not necessarily indicative of the results that may be expected in the future. Our consolidated financial statements have been prepared in accordance with IFRS as issued by IASB.

On December 16, 2016, our shareholders approved a change in our fiscal year end from December 31 to June 30. As a result of this change, the Transition Period figures presented in our consolidated financial statements are not entirely comparable to the years ended December 31, 2016 and 2015 and we do not present financial statements for a separate historical period that is comparable to the Transition Period. Following the Transition Period, we will prepare annual financial statements for fiscal years ending June 30, beginning with the fiscal year ended June 30, 2018.

Furthermore, the comparability of our results of operations is affected by the completion of our acquisition of Rizobacter, which was consummated on October 19, 2016. Our results of operations for periods prior to this date do not include the results of Rizobacter and therefore are not comparable to our results for periods after this date. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Note Regarding Comparability of Our Results of Operations.”

Summary of Consolidated Historical Financial Information of Bioceres

Consolidated statement of comprehensive income of Bioceres

The summary consolidated statements of comprehensive income data for Bioceres for the Transition Period, for the unaudited six-month period ended June 30, 2016 and for the years ended December 31, 2016 and 2015 are derived from our audited consolidated financial statements appearing elsewhere in this prospectus.

 
Bioceres
 
Transition
Period ended
June 30,
Six-month
period ended
June 30,
Year ended December 31,
 
2017
2016(1)
(unaudited)
2016(2)
2015
 
(US$, except share data)
Total revenue
 
48,341,121
 
 
2,538,399
 
 
44,349,263
 
 
10,195,884
 
Crop protection
 
31,191,970
 
 
 
 
21,493,419
 
 
 
Seed and integrated products
 
9,020,999
 
 
918,765
 
 
14,244,967
 
 
4,495,042
 
Crop nutrition
 
6,640,228
 
 
 
 
5,227,394
 
 
 
Emerging solutions
 
1,487,924
 
 
1,619,634
 
 
3,383,483
 
 
5,700,842
 
Cost of sales
 
(30,185,446
)
 
(1,290,256
)
 
(31,600,998
)
 
(4,799,345
)
Crop protection
 
(22,641,887
)
 
 
 
(16,825,572
)
 
 
Seed and integrated products
 
(4,851,444
)
 
(790,671
)
 
(8,895,386
)
 
(3,733,701
)
Crop nutrition
 
(2,084,652
)
 
 
 
(4,819,455
)
 
 
Emerging solutions
 
(607,463
)
 
(499,585
)
 
(1,060,585
)
 
(1,065,644
)
Research and development expenses
 
(3,601,624
)
 
(1,268,661
)
 
(2,860,771
)
 
(2,688,924
)
Selling, general and administrative expenses
 
(17,324,407
)
 
(3,541,058
)
 
(12,906,021
)
 
(4,080,860
)
Share of loss of joint ventures and associates
 
(786,805
)
 
(455,181
)
 
(936,769
)
 
(1,553,002
)
Other income
 
121,065
 
 
 
 
48,495
 
 
 
Operating loss
 
(3,436,096
)
 
(4,016,757
)
 
(3,906,801
)
 
(2,926,267
)
Gain on previously held interest
 
 
 
 
 
4,453,284
 
 
 
Finance income
 
2,136,265
 
 
790,814
 
 
1,006,953
 
 
1,509,736
 
Finance costs
 
(14,945,495
)
 
(1,579,951
)
 
(10,923,378
)
 
(1,904,569
)

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Bioceres
 
Transition
Period ended
June 30,
Six-month
period ended
June 30,
Year ended December 31,
 
2017
2016(1)
(unaudited)
2016(2)
2015
 
(US$, except share data)
Loss before income tax
 
(16,245,326
)
 
(4,805,894
)
 
(9,369,942
)
 
(3,321,100
)
Income tax benefit/(expense)
 
5,090,723
 
 
1,040,923
 
 
4,140,028
 
 
(411,342
)
Loss for the period/year
 
(11,154,603
)
 
(3,764,971
)
 
(5,229,914
)
 
(3,732,442
)
Other comprehensive loss
 
(2,581,500
)
 
 
 
(4,482,329
)
 
 
Total comprehensive loss(3)
 
(13,736,103
)
 
(3,764,971
)
 
(9,712,243
)
 
(3,732,442
)
Loss per share
 
 
 
 
 
 
 
 
 
 
 
 
Basic loss per ordinary share
 
(33.16
)
 
(13.42
)
 
(17.62
)
 
(13.87
)
Diluted loss per ordinary share of the parent
 
(33.16
)
 
(13.42
)
 
(17.62
)
 
(13.87
)
Weighted average number of ordinary shares used in computing basic net loss per ordinary share
 
255,361
 
 
255,937
 
 
255,921
 
 
255,345
 
Weighted average number of ordinary shares used in computing diluted net loss per ordinary share
 
255,361
 
 
255,937
 
 
252,921
 
 
255,345
 
Pro Forma Loss per share(4)
 
 
 
 
 
 
 
 
 
 
 
 
Pro Forma Basic loss per ordinary share
 
(0.3316
)
 
(0.1342
)
 
(0.1762
)
 
(0.1387
)
Pro Forma Diluted loss per ordinary share
 
(0.3316
)
 
(0.1342
)
 
(0.1762
)
 
(0.1387
)
Weighted average number of ordinary shares used in computing pro forma basic net loss per ordinary share
 
25,536,100
 
 
25,593,700
 
 
25,592,100
 
 
25,534,500
 
Weighted average number of ordinary shares used in computing pro forma diluted net loss per ordinary share
 
25,200,800
 
 
25,593,700
 
 
25,292,100
 
 
25,593,700
 
 
Non-IFRS measures:
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted EBITDA (unaudited)(5)
 
2,319,344
 
 
(2,897,488
)
 
6,390,479
 
 
(2,376,306
)
(1) Consolidated statements of comprehensive income for the six-month period ended June 30, 2016 do not include the consolidated statements of comprehensive income of Rizobacter, control of which we assumed on October 19, 2016.
(2) Consolidated results of our operations include results of operations of Rizobacter from October 19, 2016 to December 31, 2016 (the period beginning on the date whereupon we assumed control of Rizobacter following its acquisition by us).
(3) Includes (i) exchange differences on translation of foreign operations from joint ventures, (ii) exchange differences on translation of foreign operations, (iii) revaluation of property, plant and equipment, net of tax from joint ventures and (iv) revaluation of property, plant and equipment, net of tax.
(4) On December 17, 2014, our shareholders approved the capital increase issuing up to 24,000,000 (considering the Stock Split of our ordinary shares effective upon the commencement of this offering and after giving retroactive effect thereto, as resolved by our shareholders’ meeting of April 27, 2017) new ordinary book-entry shares, with a par value of Ps.1 each and the right to one vote per share, which capital increase was ratified by our shareholders on December 15, 2016. The pro forma earnings per share gives effect to the Stock Split as if it had occurred at the beginning of the earliest period presented.
(5) We define Adjusted EBITDA as profit/(loss) exclusive of financial income/(costs), income tax benefit/(expense), depreciation, amortization, share-based compensation and other items and charges. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-IFRS Financial Measures.”

The table below provides a reconciliation of our loss for the period/year to Adjusted EBITDA:

 
Bioceres
 
Transition
Period ended
June 30,
Six-month
period ended
June 30,
Year ended December 31,
 
2017
2016
(unaudited)
2016
2015
 
(US$)
Reconciliation of Net Loss to Adjusted EBITDA:
 
 
 
 
 
 
 
 
 
 
 
 
Loss for the period/year
 
(11,154,603
)
 
(3,764,971
)
 
(5,229,914
)
 
(3,732,442
)
Income tax (benefit)/expense
 
(5,090,723
)
 
(1,040,923
)
 
(4,140,028
)
 
411,342
 
Finance costs
 
14,945,495
 
 
1,579,951
 
 
10,923,378
 
 
1,904,569
 
Finance income
 
(2,136,265
)
 
(790,814
)
 
(1,006,953
)
 
(1,509,736
)

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Bioceres
 
Transition
Period ended
June 30,
Six-month
period ended
June 30,
Year ended December 31,
 
2017
2016
(unaudited)
2016
2015
 
(US$)
Gain on previously held interest
 
 
 
 
 
(4,453,284
)
 
 
Depreciation of property, plant and equipment
 
1,524,709
 
 
256,492
 
 
1,074,733
 
 
456,444
 
Amortization of intangible assets
 
1,418,661
 
 
24,065
 
 
463,066
 
 
45,233
 
Inventory purchase price allocation charge
 
2,436,949
 
 
 
 
7,516,071
 
 
 
Transaction expenses
 
 
 
252,757
 
 
599,150
 
 
 
Stock-based compensation charges
 
375,121
 
 
585,955
 
 
644,260
 
 
42,284
 
Adjusted EBITDA (unaudited)
 
2,319,344
 
 
(2,897,488
)
 
6,390,479
 
 
(2,376,306
)

Consolidated statement of financial position data of Bioceres

The summary consolidated statements of financial position data for Bioceres as of June 30, 2017 are derived from our audited consolidated financial statements appearing elsewhere in this prospectus.

 
Bioceres
 
As of June 30, 2017
 
Actual
Pro Forma(2)
Pro Forma
As Adjusted(3)
 
(US$)
Cash and cash equivalents
 
2,119,883
 
 
2,119,883
 
 
               
 
Working capital(1)
 
(18,296,156
)
 
18,559,766
 
 
 
 
Total assets
 
262,376,470
 
 
262,376,470
 
 
 
 
Total liabilities
 
233,408,754
 
 
181,830,092
 
 
 
 
Total equity
 
28,967,716
 
 
80,546,378
 
 
 
 
(1) Working capital is defined as total current assets minus total current liabilities.
(2) The pro forma column reflects the impact of the change in capital structure.
(3) As further adjusted for this offering.

Consolidated Statement of Cash Flows of Bioceres

The summary consolidated statements of cash flows for Bioceres for the Transition Period, for the unaudited six-month period ended June 30, 2016 and for the years ended December 31, 2016 and 2015 are derived from our audited consolidated financial statements appearing elsewhere in this prospectus.

 
Bioceres
 
For the
Transition
Period
ended
Six-month
period
ended
For the year ended
 
June 30,
2017
June 30,
2016
(Unaudited)
December 31,
2016
December 31,
2015
 
 
 
(US$)
Net cash flows used in operating activities
 
(7,096,431
)
 
(7,346,974
)
 
(8,443,596
)
 
(3,044,790
)
Net cash flows used in investing activities
 
(2,931,751
)
 
(4,050,699
)
 
(47,020,853
)
 
(2,873,523
)
Net cash flows from financing activities
 
10,891,369
 
 
13,098,967
 
 
56,662,720
 
 
3,727,039
 
Net increase (decrease) in cash and cash equivalents
 
863,187
 
 
1,701,294
 
 
1,198,271
 
 
(2,191,274
)

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Summary of Consolidated Historical Financial Information of Rizobacter

Consolidated statement of comprehensive income of Rizobacter

The consolidated statements of comprehensive income for the years ended June 30, 2017, 2016 and 2015 are derived from Rizobacter’s audited consolidated financial statements appearing elsewhere in this prospectus. However, this information has been prepared on a stand-alone basis and does not reflect the purchase accounting adjustments made at the consolidated level after the acquisition of Rizobacter; it is provided for information purposes only and should not be viewed as a substitute for the consolidated financial statements of Bioceres subsequent to the date of the acquisition of Rizobacter. The consolidated statement of comprehensive income of Rizobacter for the year ended June 30, 2017 is provided as additional information to permit readers to compare the more recent results of Rizobacter on a stand-alone basis.

 
Rizobacter
 
Year ended June 30,
 
2017
2016
2015
 
(US$)
Revenue
 
112,296,212
 
 
93,405,678
 
 
99,163,146
 
Inoculants
 
12,482,786
 
 
12,759,410
 
 
16,663,499
 
Seed therapics
 
21,450,510
 
 
13,023,454
 
 
10,701,871
 
Adjuvants
 
35,653,018
 
 
29,869,904
 
 
34,593,977
 
Packs
 
23,111,291
 
 
20,843,223
 
 
24,497,906
 
Others
 
19,598,607
 
 
16,909,687
 
 
12,705,893
 
Cost of sales
 
(58,838,471
)
 
(49,073,466
)
 
(47,357,049
)
Inoculants
 
(3,915,337
)
 
(7,936,177
)
 
(9,580,869
)
Seed therapics
 
(14,834,044
)
 
(8,949,443
)
 
(7,326,369
)
Adjuvants
 
(15,218,434
)
 
(10,678,992
)
 
(13,593,551
)
Packs
 
(6,789,019
)
 
(6,836,804
)
 
(6,621,439
)
Others
 
(18,081,636
)
 
(14,672,050
)
 
(10,234,821
)
Gross income
 
53,457,741
 
 
44,332,212
 
 
51,806,097
 
Administrative expenses
 
(9,765,385
)
 
(8,363,830
)
 
(7,677,468
)
Distribution expenses
 
(19,502,749
)
 
(18,824,875
)
 
(20,102,818
)
Research expenses
 
(2,423,428
)
 
(2,254,885
)
 
(655,941
)
Other operating income, net
 
49,654
 
 
446,739
 
 
158,731
 
Operating income
 
21,815,833
 
 
15,335,361
 
 
23,528,601
 
Financial income
 
2,080,710
 
 
4,633,611
 
 
2,032,019
 
Financial costs
 
(19,450,815
)
 
(27,025,501
)
 
(15,944,826
)
Share of net losses of joint ventures accounted for using the equity method
 
(1,109,131
)
 
(848,948
)
 
(584,728
)
Net profit / (loss) before income tax
 
3,336,596
 
 
(7,905,477
)
 
9,031,066
 
Income tax benefit / (expense)
 
(1,789,654
)
 
2,443,866
 
 
(3,198,198
)
Net profit / (loss) for the year
 
1,546,942
 
 
(5,461,611
)
 
5,832,868
 
Other comprehensive income
 
391,155
 
 
(1,733,184
)
 
7,976,923
 
Total comprehensive profit / (loss)
 
1,938,097
 
 
(7,194,795
)
 
13,809,791
 
Non-IFRS measures:
 
 
 
 
 
 
 
 
 
Rizobacter Adjusted EBITDA (unaudited)(1)
 
23,301,133
 
 
16,303,882
 
 
23,896,825
 
(1) We define Rizobacter Adjusted EBITDA as profit/(loss) exclusive of financial income/(costs), income tax benefit/(expense), depreciation, amortization, share-based compensation and other items and charges. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-IFRS Financial Measures.”

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The table below provides a reconciliation of Rizobacter’s net profit/(loss) for the year to Rizobacter Adjusted EBITDA:

 
Rizobacter
 
Year ended June 30,
 
2017
2016
2015
 
(US$)
Net profit / (loss) for the year
 
1,546,942
 
 
(5,461,611
)
 
5,832,868
 
Income tax (benefit)/expense
 
1,789,654
 
 
(2,443,866
)
 
3,198,198
 
Finance costs
 
19,450,815
 
 
27,025,501
 
 
15,944,826
 
Finance income
 
(2,080,709
)
 
(4,633,611
)
 
(2,032,019
)
Depreciation of property, plant and equipment
 
2,038,380
 
 
1,761,478
 
 
920,271
 
Amortization of intangible assets
 
556,051
 
 
55,991
 
 
32,681
 
Rizobacter Adjusted EBITDA (unaudited)
 
23,301,133
 
 
16,303,882
 
 
23,896,825
 

For information regarding the comparability of the consolidated statement of comprehensive income of Rizobacter, see “Selected Financial Information.”

Consolidated statement of financial position of Rizobacter

The summary consolidated statement of financial position data of Rizobacter as of June 30, 2017 are derived from Rizobacter’s audited consolidated financial statements appearing elsewhere in this prospectus. However, this information has been prepared on a stand-alone basis and does not reflect the purchase accounting adjustments made at the consolidated level after the acquisition of Rizobacter; it is provided for information purposes only and should not be viewed as a substitute for the consolidated financial statements of Bioceres subsequent to the date of the acquisition of Rizobacter. The consolidated statement of financial position of Rizobacter for the year ended June 30, 2017 is provided as additional information to permit readers to compare the more recent results of Rizobacter on a stand-alone basis.

 
Rizobacter
 
As of June 30, 2017
 
(US$)
Cash and cash equivalents
 
940,895
 
Working capital(1)
 
23,630,754
 
Total assets
 
133,171,562
 
Total liabilities
 
110,200,679
 
Total equity
 
22,689,859
 
(1) Working capital is defined as total current assets minus total current liabilities.

For information regarding the comparability of the consolidated statement of financial position data of Rizobacter, see “Selected Financial Information.”

Consolidated statement of cash flows of Rizobacter

The summary consolidated statements of cash flows for Rizobacter for the years ended June 30, 2017, 2016 and 2015 are derived from Rizobacter’s audited consolidated financial statements appearing elsewhere in this prospectus.

 
Rizobacter
 
For the years ended
June 30,
 
2017
2016
2015
 
(US$)
Net cash flows generated from operating activities
 
5,796,504
 
 
1,134,976
 
 
8,796,515
 
Net cash flows used in investing activities
 
(7,963,745
)
 
(5,211,597
)
 
(17,096,567
)
Net cash flows generated from financing activities
 
3,009,868
 
 
503,670
 
 
11,371,023
 
Net increase (decrease) in cash and cash equivalents
 
842,627
 
 
(3,572,951
)
 
3,070,971
 

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Unaudited Pro Forma Consolidated Financial Information of Bioceres

The unaudited pro forma consolidated financial information has been derived by the application of pro forma adjustments to our historical consolidated financial information, which have been presented to give effect to the acquisition of Rizobacter, or the Acquisition, and certain other adjustments including the effect of the Stock Split approved by our shareholders, the accounting effects of purchase price accounting and certain non-recurring transaction charges. The unaudited pro forma consolidated statement of income of Bioceres for the year ended December 31, 2016 is presented as if the Acquisition had occurred on January 1, 2016.

You should read the information contained in this section in conjunction with “Unaudited Pro Forma Financial Information,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our historical audited consolidated financial statements and the accompanying notes included elsewhere in this prospectus.

Unaudited Pro Forma Consolidated Statement of Income for the Twelve-Month Period Ended December 31, 2016:

 
Unaudited Pro Forma Consolidated Statement of Income for the
Twelve-Month Period Ended December 31, 2016
 
Historical
Bioceres(1)
Historical
Rizobacter(2)
Pro Forma
Adjustments(3)
Pro Forma
Combined(4)
 
(all amounts expressed in US$, unless otherwise indicated)
Revenue
 
43,587,834
 
 
60,070,278
 
 
(360,968
)
 
103,297,144
 
Government grants
 
761,429
 
 
 
 
 
 
761,429
 
Total revenue
 
44,349,263
 
 
60,070,278
 
 
(360,968
)
 
104,058,573
 
Cost of sales
 
(31,600,998
)
 
(29,386,577
)
 
7,518,256
 
 
(53,469,319
)
Research and development expenses
 
(2,860,771
)
 
(1,720,738
)
 
(1,070,479
)
 
(5,651,988
)
Selling, general and administrative expenses
 
(12,906,021
)
 
(20,520,583
)
 
(145,056
)
 
(33,571,660
)
Share of loss joint ventures and associates
 
(936,769
)
 
(730,365
)
 
389,358
 
 
(1,277,776
)
Other income
 
48,495
 
 
287,657
 
 
 
 
336,152
 
Operating profit/(loss)
 
(3,906,801
)
 
7,999,672
 
 
6,331,111
 
 
10,423,982
 
Gain on previously held interest
 
4,453,284
 
 
 
 
(4,453,284
)
 
 
Finance income
 
1,006,953
 
 
1,433,352
 
 
(102,369
)
 
2,337,937
 
Finance costs
 
(10,923,378
)
 
(17,293,817
)
 
(4,199,436
)
 
(32,416,631
)
Loss before income tax
 
(9,369,942
)
 
(7,860,792
)
 
(2,423,978
)
 
(19,654,712
)
Income tax benefit/(charge)
 
4,140,028
 
 
1,395,632
 
 
(640,785
)
 
4,894,875
 
Profit/(loss) for the year
 
(5,229,914
)
 
(6,465,160
)
 
(3,064,763
)
 
(14,759,837
)
Weighted-average number of shares outstanding
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
255,921
 
 
 
 
25,592,100
 
 
25,592,100
 
Diluted
 
255,921
 
 
 
 
25,592,100
 
 
25,592,100
 
Basic earnings per share attributable to equity holders of the parent
 
(17.62
)
 
 
 
 
 
(0.46
)
Diluted earnings per share attributable to equity holders of the parent
 
(17.62
)
 
 
 
 
 
(0.46
)
(1) Represents the historical consolidated statement of income of Bioceres for the twelve-month period ended December 31, 2016 and includes (i) Rizobacter’s results since its acquisition on October 19, 2016 and (ii) PPA-related accounting effects resulting from the revaluation of Rizobacter’s acquired inventories, property, plant and equipment and certain intangible assets, as well as certain consolidation-related eliminations.
(2) Represents the historical statement of income of Rizobacter for the period from January 1, 2016 to October 18, 2016.
(3) Represents the pro forma adjustments to reflect (i) the effect of the Stock Split approved by our shareholders as if it had been completed as of January 1, 2016, (ii) the Rizobacter acquisition and (iii) the Semya consolidation and related eliminations for transactions occurred for the period from January 1, 2016 to October 18, 2016 between Rizobacter or Bioceres and Semya.
(4) Represents the unaudited pro forma consolidated statement of income for the acquisition of Rizobacter under IFRS and reflects all adjustments described in note (3) above. See also the “Unaudited Pro Forma Consolidated Financial Information.”

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RISK FACTORS

Investing in the ADSs involves a high degree of risk. You should consider carefully the following risks, together with all the other information in this prospectus, including our financial statements and notes thereto before you invest in our common stock. If any of the following risks actually materializes our operating results financial condition and liquidity could be materially adversely affected. As a result, the trading price of our common stock could decline and you could lose all or part of your investment.

Risks Related to Our Business and Industry

We 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 and agro-industrial technologies for use in commercial products. Through our technology sourcing and product development collaborations we commit substantial efforts and other resources to accomplish this. It may take several years, if at all, before many of our products complete the development process and become available for production and commercialization.

As of the date of this prospectus, many of our products have been commercialized by Rizobacter, including Rizoderma, crop protection products in the Maxim line and a variety of adjuvants and packs. There can be no assurance that our future crop productivity and agro-industrial technologies will be viable for commercial use, or that we will be able to generate revenues from those technologies, in a significant manner or at all. If seeds or other products that contain our seed traits or technology are unsuccessful in achieving their desired effect or otherwise fail to be commercialized, we will not receive revenues from our customers or royalty payments from the commercialization of the seed traits and technologies we develop, which could materially and adversely 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 any of the following reasons:

   our seed traits or biological treatments may not be successfully validated in the target crops;

   our 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 for the seeds containing our 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 seed traits or biological treatments or such products may not be commercially successful;

   we may be unable to patent and/or obtain breeders’ rights or any other intellectual property rights on our traits and technologies in the necessary jurisdictions;

   even if we obtain patent and/or breeders’ rights or any other intellectual property rights on our seed traits, such rights may be later challenged by competitors or other parties; and

   even if we obtain patent and/or breeders’ rights or any other intellectual property rights on our seed traits, competitors may design competing products that do not infringe these intellectual property rights.

Industrial enzymes, bacterial fermentation solutions and other agro-industrial biotech solutions that we develop may be unsuccessful or fail to achieve commercialization for any of the following reasons:

   we may not be able to effectively express or purify enzymes of interest in safflower grains;

   even if we are able to express and purify enzymes of interest effectively using our safflower molecular farming technologies, these enzymes may not be effective for the industrial processes for which they were intended;

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   we or our collaborators may be unable to obtain the requisite regulatory approvals for safflower crop production, enzymes or by-products required or resulting from our molecular farming technologies or from the use of genetically engineered bacteria in the production of biofuels, biopolymers or higher value molecules;

   we may not be able to effectively convert glycerin or other fermentable forms of carbon into biofuels, biopolymers or higher value molecules, such as ectoine, using our bacterial fermentation solutions;

   we may not be able to effectively purify biopolymers and higher value molecules produced using our bacterial fermentation solutions;

   our competitors may launch competing or more effective enzymes or agro-industrial biotech treatments or germplasms;

   a market may not exist for our enzymes, safflower by-products, or agro-industrial biotech solutions or such enzymes and solutions may not be commercially successful;

   we may be unable to seek and obtain adequate intellectual property protection for our molecular farming or agro-industrial biotech solutions in the necessary jurisdictions;

   even if we obtain patent or other intellectual property protection for our molecular farming or agro-industrial biotech solutions, such protection may later be challenged by competitors or other parties; and

   even if we obtain patent or other intellectual property protection for our molecular farming or agro-industrial biotech solutions, competitors may design competing solutions that do not infringe our intellectual property rights.

Our business and the commercialization of our products currently in development are subject to various government regulations and we or our 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 operations and (ii) those that apply to products containing or based on our technology. We are responsible for applying for and maintaining the regulatory approvals necessary for our operations, particularly those covering our field trials, bio-safety evaluations and feed and food tests. Under the terms of our joint venture agreements, we and our joint venture partners are jointly responsible for obtaining and maintaining the regulatory approvals necessary for the commercialization of products that contain our seed traits and other technologies in the various relevant markets. As an operational matter, we generally lead these processes in Argentina through our subsidiary, INDEAR, and our international subsidiaries or our collaborators lead these efforts in the United States, China, Brazil, Paraguay, Uruguay and other international markets. In the future, we expect to seek regulatory approvals in other markets. Regulatory and legislative requirements affect the development, production and sale of our products, including the testing, commercializing and planting of seeds containing our biotechnology seed traits. Failure to receive such approvals or non-compliance with the applicable regulatory regime could adversely impact our operations and business strategy. Additionally, we may face difficulties in obtaining regulatory approvals in jurisdictions 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 received prior to the importation and commercialization of transgenic products. Regulatory regimes in some of our key target markets may be more onerous. For example, in Argentina, the federal government’s regulation of agricultural biotechnology is handled primarily by two agencies, the National Advisory Commission on Agricultural Biotechnology (Comisión Nacional Asesora de Biotecnología Agropecuaria), or CONABIA, which regulates activity related to biosafety, and the National Food Safety and Quality Service (Servicio Nacional de Sanidad y Calidad Agroalimentaria), or SENASA, which regulates activity related to food and feed safety. Additionally, the National Market Regulator (Dirección Nacional de Mercados) must conduct an economic evaluation. When products containing our seed traits or other technology reach large-scale field trials, bio-safety evaluations and commercial approval stages, if we, our joint ventures or other collaborators are unable to obtain the requisite regulatory approvals or if there is a delay in obtaining such approvals as a result of negative market perception, heightened regulatory standards or unfamiliarity with the applicable regulatory regime, such products will not be commercialized, which would negatively impact our business and results of operations.

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Our EcoSeed business is dependent in large part on the success of a technology that we license and that remains subject to receipt of regulatory approval.

The majority of our biotechnology seed products currently under development incorporates HB4 technology. We expect that the sale of biotech seeds that contain HB4 technology, our EcoSeed business, will comprise an increasing and significant portion of our future revenues. As a result, our future growth and financial performance will largely depend on our ability to receive regulatory approval for and to commercialize our HB4 technology, and if this effort is unsuccessful we may not have the resources to pursue development of our other products and our business could be materially and adversely affected. We also depend on our continued exclusive use of the HB4 technology pursuant to the terms of licensing agreements with CONICET and the National University of the Litoral. We hold an exclusive license for further developments of HB4, which terminates on the expiration date of the last of the HB4 patents in 2033, unless terminated before such date in accordance with its terms. If this licensing agreement is declared unenforceable or invalid, we could lose access to one of our principal technologies and could become involved in a costly or time-consuming legal dispute.

We are party to funding agreements pursuant to which certain investors have a right to the majority of the payments we may receive in connection with the commercialization of our technologies in certain crops.

Between 2005 and 2007, we entered into agreements with various investors to obtain funding in the aggregate amount of US$1.0 million for research and early stage development of technology relating to a specific sunflower gene, Hahb 4, that is intended to promote drought tolerance in crops. The funding agreements grant the investors, in the aggregate, the right to receive 52.8% of the rights and royalties payable 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 of Hahb 4 is being incorporated into a leading soybean product that Verdeca is developing, which also incorporates our HB4 technology. In addition, the licenses of our HB4 technology that we have granted to other developers and our joint ventures with respect to certain crops include the Hahb 4 promoter 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 full economic benefit of the commercialization of certain of our technologies. In addition, the investors party to these funding arrangements may claim to be entitled to payments in addition to the royalties, which we believe are within the scope of such agreements. The investors may also dispute the allocation of revenue as it relates to the relative importance of our various technologies incorporated into a given product. We cannot be certain how a court would interpret any ambiguities regarding the scope of these funding agreements or other claims that may be raised by one or more investors pursuant to these funding agreements. Any dispute regarding these agreements could be costly and divert management’s attention from our operations, and if the investors are deemed 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.

There are a limited number of prospective collaborators in the markets in which we operate.

Our R&D and commercialization activities are costly, time-intensive and require significant infrastructure and resources. Therefore, our business strategy involves entering into joint venture arrangements with global agricultural firms to leverage their resources, know-how and channels of distribution and into collaborations with research institutions and governmental agencies to facilitate our low-cost approach to R&D. The crop productivity and agro-industrial markets are highly consolidated and dominated by a relatively small number of large companies. Additionally, there are a limited number of researchers and research institutions focused on the technologies that we seek to develop and competition for entry into collaboration arrangements with them can be challenging. Due to the small number of companies in our markets and the small number of potential collaborators, there are limited opportunities for us to pursue additional joint ventures and collaborations with new partners and collaborators. We may cease to be attractive to prospective collaborators if our technology platform or track record is not perceived to be sufficiently developed or successful or if, in the case of prospective joint venture partners, such prospective partners view us as a competitor and choose not to collaborate with us. In addition, if we fail to develop or maintain our relationships with any of our existing collaborators, we could lose our opportunity to work with that collaborator and suffer a reputational risk that could impact our relationships with other collaborators in what is a relatively small industry community. If we are unable to enter into new joint venture agreements or collaborations, we may face higher development costs than anticipated, greater difficulties in achieving commercialization, challenges in expanding our portfolio of technologies and distribution networks and commercial products, or other adverse impacts, which could have a material adverse effect on our business prospects.

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The licenses that we grant to certain of the joint ventures in which we participate and to certain third parties are exclusive with respect to certain territories and/or crops, limiting our ability to use the licensed technology and future technologies either independently or with another partner.

The license we have agreed to grant to Verdeca would be exclusive with respect to HB4 soybean technology worldwide and, although we would be permitted to use this technology, we would be prohibited from licensing it to third parties. The license we granted to Trigall Genetics is exclusive with respect to HB4 wheat technology in Argentina, Brazil, Paraguay and Uruguay. We granted to S&W Semillas, our joint venture for production and commercialization of alfalfa HB4, an exclusive license to use our HB4 technology in Argentina, Brazil, Chile and Uruguay. Pursuant to the terms of the licenses in each of the above-mentioned joint ventures, we reserve the rights to use such technologies for research and non-commercial purposes. Each of the above-mentioned joint ventures grants us first negotiation rights for new technologies sourced after the formation of the joint ventures, within their respective field and territory. We are prohibited from independently using the technology we licensed to Trigall Genetics, Verdeca and S&W Semillas with respect to wheat, soybean and alfalfa, respectively, within their exclusive field and territories. As a result, we are, to a certain extent, dependent on the efforts of our joint ventures and licensees that hold or will hold exclusive licenses to commercialize our technologies in those fields and territories. These licenses are valid so long as the respective joint venture operates and can be recuperated by us upon joint venture dissolution. The restrictions imposed by these exclusive licenses limit our flexibility to commercialize our technology and expand our business, both of which could adversely affect our business, results of operations and prospects.

We granted an exclusive license to the Centro Integral de Biotecnología Aplicada (CIBA) from the San Pablo University of Tucumán to use our HB4 technology in the Argentine sugarcane industry. Although we would be permitted to use this technology for research and non-commercial purposes, we would be prohibited from licensing it to other third parties in the Argentine sugarcane industry.

Our product development cycle is lengthy and uncertain and we may never generate revenues or earn royalties on the sale of our products currently in development.

R&D in the crop productivity and agro-industrial biotech industries is expensive, complex, prolonged and uncertain. We may spend many years and dedicate significant financial and other resources developing products that may never generate revenues or come to market. Our process of developing and commercializing technologies involves several phases and can take several years from discovery to commercialization of a product. On average, it takes between five and thirteen years to develop a product for our crop productivity-related segments and certain agro-industrial products dependent on GM plants, such as those based on our safflower molecular farming platform, and between three and five years to develop other agro-industrial products that rely on Bacillus subtilis fermentation. Some products will never reach the final stages of development.

Development of new or improved agricultural products involves risks of failure inherent in the development of products based on innovative and complex technologies. These risks include the possibility that:

   our products will fail to perform as expected in the field;

   our products will not receive necessary regulatory permits and governmental clearances in the markets in which we intend to sell them;

   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;

   our competitors develop new products that taste better or 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 grow;

   intellectual property and other proprietary rights of third parties will prevent us, our R&D partners, or our licensees from marketing and selling our products;

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   we may be unable to patent or otherwise obtain intellectual property protection for our discoveries in the necessary jurisdictions;

   we or the customers that we sell our products to may be unable to fully develop or commercialize our products in a timely manner or at all; and

   third parties may develop superior or equivalent products.

We intend to continue to invest in R&D including additional and expanded field testing to validate potential products in real world conditions. Because of the long product development cycle and the complexities and uncertainties associated with biotech and agro-industrial technologies, there can be no assurance that we will ever generate significant revenues from the technologies or products that we are currently developing without significant 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 and collaboration arrangements, we are required to provide R&D services over a particular period of time and meet other contractual obligations. If we fail to perform our obligations under these agreements, our collaborators’ obligations to us may be reduced and, in other cases, our collaborators may seek to dissolve the corresponding joint venture or terminate their agreements with us and, as a result, our anticipated revenues may decrease. In addition, the failure of any of our collaborators to perform their contractual obligations, due to financial hardship, disagreement under the relevant agreement or for any other reason, may hinder our research collaboration, development and commercialization activities, increase our costs and materially and adversely affect our results of operations. Because some of our intellectual property has been licensed to various joint ventures for use in several different fields, the interests of each of our partners in these joint ventures may not always be aligned. As a result, it is possible that potential disputes may arise between us and our partners.

Our ability to generate value from our joint ventures and research collaborations will depend on, among other things, our ability to work cooperatively with our collaborators for the discovery, development and commercialization of our technology and products and we may be unable to do so. We cannot be sure that the division of labor will be successful in aiding the commercialization of our products. Furthermore, the agreements governing our partnership and collaborations are complex and cover a range of future activities. The occurrence of any negative event with respect to the above matters or a dispute between us and our partners or collaborators could delay our development and commercialization efforts, and lead to the dissolution of the partnership or collaboration. If disagreements with a collaborator arise, any such dispute could be costly, time-consuming to resolve and distracting to our management. Such a dispute may also negatively affect our relationship with one or more of our other collaborators and may hinder our ability to enter into future collaboration agreements. Any of these occurrences 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 affect our 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 product candidates depending on the merits of retaining commercialization rights for ourselves as compared to entering into partnerships or joint venture arrangements. We will face, to the extent that we decide to enter into partnerships or joint venture agreements, significant competition in seeking appropriate partners. Moreover, partnerships or joint venture arrangements are complex and time-consuming to negotiate document implement and maintain. We may not be successful in our efforts to establish and implement partnerships, joint ventures, or other alternative arrangements should we so chose to enter into such arrangements and any future partnerships or joint ventures that we enter into may not be successful. Furthermore, the terms of any partnerships, joint ventures, or other arrangements that we may establish may not be favorable to us.

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The success of our R&D partnerships or joint venture arrangements will depend heavily on the efforts and activities of our partners. Our joint venture arrangements may present financial, managerial, and operational challenges, including potential disputes, liabilities, or contingencies 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, goals or culture;

   partners may have significant discretion in determining the efforts and resources that they will apply to partnerships or joint ventures;

   partners may not pursue development and commercialization of our potential products or may elect not to continue or renew development or commercialization programs based on trial results, changes in their strategic focus due to the acquisition of competitive products, availability of funding or other external factors, such as a business combination that diverts resources or creates competing priorities;

   partners may delay trials, provide insufficient funding for a trial program, stop a trial, abandon a product candidate, repeat or conduct new 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 or product candidates;

   a partner with marketing manufacturing and distribution rights to one or more products may not commit sufficient resources to or otherwise not perform satisfactorily in carrying out these activities;

   we could grant exclusive rights to our partners that would prevent us from collaborating with others;

   partners may not properly maintain or defend our intellectual property rights or may use our intellectual property or proprietary information in a way that gives rise to actual or threatened litigation that could jeopardize or invalidate our intellectual property or proprietary information or expose 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;

   disputes may arise between us and a partner that causes the delay or termination of the research development or commercialization of our 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 on investment, harm our reputation or restrict our ability to run our business;

   partnerships may be terminated, and, if terminated, may result in a need for additional capital to pursue further development or commercialization of the applicable current or future products;

   partners may own or co-own intellectual property covering our products that results from our partnering with them and in such cases we would not have the exclusive right to develop or commercialize such intellectual property; and

   a partner’s sales and marketing activities or other operations may not comply with applicable laws resulting in civil or criminal proceedings.

The risks described above or the failure to continue any joint venture or joint development arrangement or to resolve disagreements with our current or future joint venture partners could materially and adversely affect our ability to transact the business that is the subject of such joint venture, which would in turn negatively affect our financial condition and results of operations.

We may experience difficulties in collecting payments or royalties to which we believe we are entitled.

We sell certain of our products to distributors through Rizobacter and Bioceres Semillas, our proprietary commercial channels for crop productivity technologies. We also often license the use of certain technology to collaborators and licensees who use or will use the intellectual property to develop and commercialize seeds with improved seed traits or agro-industrial products. Additionally, we may be entitled under applicable intellectual property laws in the countries in

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which we operate to the payment of royalties from end users who subsequently multiply and use our seed technology. In each case, we may not actually receive the payments or royalties to which we are entitled, due to failure or refusal of the responsible parties to pay the amounts due. 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 these products and to accurately calculate the royalties, to which we are entitled, processes 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 multiplication of our seeds and remit royalty payments due in respect of the same, which may be respected to varying degrees in different jurisdictions given the absence of contractual privity and prevailing market practice. Additionally, a licensee, collaborator or third party may use our intellectual property without our permission, dispute our ownership of certain intellectual property rights or argue that our intellectual property does not cover the joint venture’s marketed product. We seek to address these concerns in our contractual agreements, however, we may not have contractual arrangements with the party in question and/or such provisions may not be effective. If these provisions prove to be ineffective, we may not be able to achieve our objectives of generating significant revenues from crop productivity and agro-industrial products sales and royalties from our seed technologies and agro-industrial technologies. Furthermore, regardless of any resort to legal action, a dispute with an end-customer, a licensee or collaborator over intellectual property rights may damage our relationship 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 affected if we are unable to attract and retain qualified scientific and business personnel.

Our business is dependent on our ability to recruit and maintain highly skilled and educated individuals through direct employment or collaboration arrangements, with expertise in a range of disciplines, including biology, chemistry, plant genetics, agronomics, mathematics programming and other subjects relevant to our business. Our ability to recruit such a work force depends in part on our ability to maintain our market leadership in agricultural biotech industry in Argentina and Latin America. Maintaining our ability to attract highly-skilled workers and leading scientific institutions depends in part on our ability to maintain a strong technology platform and state-of-the-art facilities, as well as our ability to consistently and successfully commercialize our technology. There can be no assurance that we will be able to maintain leading scientific capabilities or continue to successfully maintain advanced technology in the market.

Our success is also dependent to a significant degree upon the technical skills and continued service of certain members of our management team, in particular those of our CEO, Dr. Federico Trucco. Dr. Trucco has occupied several positions at Bioceres since 2005 and has vast experience and knowledge of our business, strategy and technologies. Furthermore, he has developed and maintained strong relationships with our original shareholders. The cessation of Dr. Trucco’s employment for any reason could have a material and negative impact on us. In addition, the number of qualified and highly educated personnel in Argentina, where the majority of our operations are located, is limited and competition for the services of such persons may be intense. Our inability to secure, retain or find replacements for key management and technical personnel could adversely affect our business and could have a material adverse effect on our business, operating results, financial condition and growth prospects.

We do not enter into non-compete agreements with our employees, and therefore we may be unable to prevent our competitors from benefiting 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 our competitors or competing directly against us. As a result, we may be unable to prevent our competitors from benefiting from the expertise of such employees. Direct competition by a former employee could materially adversely affect our business, results of operations and ability to capitalize on our proprietary information.

We may be adversely affected by global economic conditions.

Our ability to continue to develop and grow our business, build proprietary distribution channels and generate revenues from product sales and royalty payments may be adversely affected by global economic conditions in the future,

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including instability in credit markets, declining consumer and business confidence, fluctuating commodity prices and interest rates, volatile exchange rates and other challenges that could affect the global economy such as the changing financial regulatory environment. For example, our customers and licensees may experience deterioration of their businesses, cash flow shortages or difficulties obtaining financing, which could adversely affect the demand for our technologies, 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 negatively impacted, the value of our products could be directly and negatively impacted. Additionally, growers’ incomes have historically been negatively affected by commodity prices. As a result, fluctuations in commodity prices could have an impact on growers’ purchasing decisions and negatively affect their ability and decisions to purchase our seeds or products that incorporate our proprietary technology. We cannot anticipate all of the ways in which the current economic climate and financial market conditions could adversely impact our business.

Our crop productivity business is highly seasonal and affected by factors beyond our control, which may cause our sales and operating results to fluctuate significantly.

The sale of products from our crop productivity-related segments is dependent upon planting and growing seasons, which vary from year to year, and are expected to result in both highly seasonal patterns and substantial fluctuations in quarterly sales and profitability. Weather conditions and natural disasters, such as heavy rains, hail, floods, freezing conditions, windstorms or fire, also affect decisions by our distributors, direct customers and end users about the types and amounts of products to use and the timing of harvesting and planting. Pergamino, where a large percentage of our operations are based, experienced intense flooding in late 2016. As we increase our sales in our current markets and expand into new markets in different geographies, it is possible that we may experience different seasonality patterns in our business. Disruptions may lead to delays in harvesting or planting by growers which can result in pushing orders 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, biologicals and other crop input products sales tend to be comparatively low during the third and fourth quarters of our fiscal year, as soybean related sales peak in the second quarter. However, planting and growing seasons, climatic conditions and other variables on which sales of our products are dependent vary from year to year and quarter to quarter. As a result, we may experience substantial fluctuations in quarterly seed sales.

The overall level of seasonality in our business is difficult to evaluate as a result of our relatively early stage of development, our limited number of commercialized products, our expansion into new geographical territories, the introduction of new products and the timing of introductions of new products. It is possible that our business may be more seasonal or experience seasonality in different periods than anticipated. Other factors may also contribute to the unpredictability of our operating results, including the size and timing of significant distributor transactions, the delay or deferral of use of our commercial technology or products and the fiscal or quarterly budget cycles of our direct customers, distributors, licensees and end users. Customers may purchase large quantities of our products in a particular quarter to store and use over long periods of time or time their purchases to manage their inventories, which may cause significant fluctuations in our operating results for a particular quarter or year.

Our results of operations from our crop productivity and agro-industrial products may vary significantly from period to period due to circumstances beyond our control.

The crop productivity and agro-industrial markets are affected by various factors that make their operations relatively unpredictable from period to period. The development of our products may be adversely affected by circumstances beyond our control. For our crop productivity products, factors beyond our control include weather and climatic variations, such as droughts or heat stress, or other factors we are unable to identify. For example, if there were a prolonged or permanent disruption to the electricity, climate control or water supply operating systems in our greenhouses or laboratories, the plants on which we are testing our seed traits and the samples we store in freezers, both of which are essential to our development activities, would be severely damaged or destroyed, adversely affecting our development activities and thereby our business and results of operations. We have experienced crop failures in the past for various reasons, which have resulted in re-start field trials and delays in achieving expected results.

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For our agro-industrial products, factors that may affect the development of our products include an increase in cost of the raw materials for which we designed our technologies, such as raw glycerin. For example, if production of biodiesel were to decrease, glycerin would become scarce, which would increase our cost.

The crop productivity and agro-industrial markets are also vulnerable to crop disease and to pests, which may vary in severity and effect, depending on the stage of production at the time of infection or infestation, the type of treatment applied, climatic conditions and the risks associated with ongoing global climate change. The costs to control disease and other infestations vary depending on the severity of the damage and the extent of the plantings affected. Moreover, 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 adverse effect on our business, financial position and results of operations.

Any development or product failure we may experience or any inability to economically source necessary materials could result in increased cost of development of our crop productivity or agro-industrial products, which may negatively impact our business and results of operations.

Consumer and government resistance to GM crops may negatively affect our public image and reduce sales of seeds or other products containing our seed traits.

We are active in the field of biotech development of seeds and industrial applications, including GM seeds and bacteria and the successful commercialization of our products depends, in part, on public acceptance of genetically engineered agricultural products. Some consumers may reject foods and enzymes made from GM seeds and production of certain GM crops is prohibited in certain countries due to food safety and environmental concerns. Any increase in negative perceptions of GM crops, or more restrictive government regulations in response thereto, could have a negative effect on our business and may delay or impair the development and commercialization of our products.

The commercial success of our products may be adversely affected by claims that biotechnology plant products are unsafe for consumption or use, pose risks of damage to the environment, or create legal, social and ethical dilemmas. The high public profile of biotechnology in food production and food products and public attitudes about the safety and environmental hazards of, and ethical concerns over, genetic research and biotechnology plant products could negatively affect our public image and results of operations.

The prohibition of the production of certain GM crops in select countries and the current resistance from consumer groups to GM crops not only limits our access to such markets but also has the potential of spreading to and influencing the acceptance of products developed through biotechnology in other regions of the world and may also influence regulators in other countries to limit or ban production of GM crops, which could limit the commercial opportunities to exploit biotechnology. For example, in the United States, no product may be labelled as “organic” if it contains any GMOs. Additionally, some states in the United States are considering, and one state has passed a law relating to, mandatory labelling of GMO foods, which may carry a negative connotation for consumers and which could make it difficult 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 adverse impact on the sale of our GM seeds. In Argentina, a class action suit has been initiated against the national government and certain biotechnology companies, including us, requesting, among other changes, the mandatory labelling of GM foods and environmental protection of land use. As of the date of this prospectus, the plaintiffs’ request for an injunction against GMO approvals was rejected by the Federal Court of Appeals and an extraordinary appeal at the Supreme Court was filed, the practicable chances of success of which are low.

GM crops are grown principally in the United States, Brazil and Argentina where there are fewer restrictions on the production of GM crops. If these or other countries where GM crops are grown or where we engage in business activities enact laws or regulations that ban the production of such crops or make regulations more stringent, we could experience a longer product development cycle for our products and may be forced to abandon projects related to certain crops or geographies, both of which would negatively affect our business and results of operations. Public attitudes towards ownership of genetic material and potential changes to laws regulating such ownership could weaken our intellectual property rights with respect to our genetic material and discourage R&D partners from supporting, developing or

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commercializing our products and technologies. Furthermore, any future labeling requirements could heighten these concerns and make consumers less likely to purchase food products containing gene-edited ingredients.

Competition in crop productivity and agro-industrial products is intense and requires continuous technological development.

We currently face significant direct and indirect competition in the markets in which we operate. The markets for crop productivity and agro-industrial products are intensely competitive and rapidly changing. Many companies engage in the development of crop productivity and agro-industrial products, and speed in commercializing a new product can be a significant competitive advantage. As an example, some of our competitors engage in research associated with discovery and therefore have R&D budgets allocated for crop productivity or agro-industrial products that are more significant than our own R&D budget and that cover more activities than those in which we engage. In addition, former collaborators, by virtue of having had access to our proprietary technology, may utilize this insight for their own development efforts.

In most segments of the crop productivity and agro-industrial markets, the number of products available to end-customers is steadily increasing as new products are introduced. We may be unable to compete successfully against our current and future competitors, which may result in price reductions, reduced margins and the inability to achieve market acceptance for products containing our seed traits and technology. In addition, many of our competitors have substantially greater financial, marketing, sales, distribution and technical resources than us and some of our competitors have more experience in R&D, regulatory matters, manufacturing and marketing. We anticipate increased competition in the future as new companies enter the market and new technologies become available. Programs to improve genetics and crop protection chemicals are generally concentrated within a relatively small number of large companies, while non-genetic approaches are underway with broader set of companies. Mergers and acquisitions in the plant science, specialty food ingredient and agricultural biotechnology seed and chemical industries may result in even more resources being concentrated among a smaller number of our competitors.

Our technology may be rendered obsolete or uneconomical by technological advances or entirely different approaches developed by one or more of our competitors, which will prevent or limit our ability to generate revenues from the commercialization of our seed traits and technology. At the same time, the expiration of patents covering existing products reduces the barriers to entry for competitors. Our ability to compete effectively and to achieve commercial success depends, in part, on our ability to control manufacturing and marketing costs; effectively price and market our products, successfully develop an effective marketing program and an efficient supply chain, develop new products with properties attractive to food manufacturers or growers and commercialize our products quickly without incurring major regulatory costs. We may not be successful in achieving these factors and any such failure may adversely affect our business, results of operations and financial condition.

Changes in laws and regulations to which we are subject, or to which we may become subject in the future, may materially increase our costs of operation, decrease our operating revenues and disrupt our business.

Laws and regulatory standards and procedures that impact our business are continuously changing. Responding to these changes and meeting 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 validating our products through field trials and passing biosafety evaluations;

   increase our compliance and other costs of doing business through increases in the cost to protect our intellectual property, including know-how, trade secrets and regulatory data, or increases in the cost to obtain the necessary regulatory approvals to commercialize and market the products we develop directly or jointly;

   require significant product redesign or redevelopment;

   render our seed traits and technology and products that incorporate them less profitable or less attractive compared to competing products;

   reduce the amount of revenues we receive from government grants, licenses or other royalties; and

   discourage us and other collaborators from offering, and end-markets from purchasing, products that incorporate our seed traits and technology.

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Any of these events could have a material adverse effect on our business, results of operations and financial condition. We believe we currently are in compliance with regulations related to growing GM crops in Argentina and other countries; however, if these regulations change, our validation trials and compliance efforts may become costly and burdensome.

Any changes in regulation in countries where GM crops are grown or exported into could result in our collaborators, other third parties or us being unable or unwilling to develop, commercialize or sell products that incorporate our seed traits or technology. In addition, we rely on various forms of intellectual property protection. Legislation and jurisprudence on intellectual property in the key markets where we seek protection, such as the United States, Brazil and Argentina, is evolving and changes in laws could affect our ability to obtain or maintain intellectual property protection for our products. Any changes to these existing laws and regulations may materially increase our costs, decrease our revenues and disrupt our business.

We generate revenue from government grants and rely on grants to fund our technology sourcing and product development activities. We cannot guarantee that we will continue to obtain government grants in the future, and our failure to do so for any reason could require us to change our operating model.

Together with our research collaborators, we apply for and seek to obtain research grants from governmental entities. The receipt of government grants is central to our strategy of minimizing our capital expenditures in connection with technology sourcing and product development and represents an important means of development of early-stage technology. Pursuant to such grants, the government directly pays for, or we are reimbursed for certain expenses incurred in connection with, our technology development activities. Additionally, a portion of our revenue is generated from payments to us or payments made directly to our suppliers in the form of government grants. Grant payments from government entities represented 0.6% of our total revenue in the Transition Period and 1.7% of our total revenue for the year ended December 31, 2016. In those periods, all such payments were received from Argentine governmental entities.

Our ability to obtain grants and fund our technology sourcing and product development activities with funds received from government entities in the future depends upon the availability of funds under applicable government programs and approval of our applications to participate in such programs. The application process for these grants and other incentives is highly competitive. We may not be successful in obtaining any additional grants, loans or other incentives. The receipt of grant funds also subjects us to compliance with the specific grant requirements, including rigorous documentation requirements. Failure to comply with these requirements could lead to termination of these grant or difficulties in obtaining new grants, as well as an inability to receive reimbursement for our costs or a requirement to refund costs previously reimbursed.

Additionally, we are subject to audits in connection with our grant funds, which may subject us to penalties if we are not compliant with applicable requirements. An audit could result in a material adjustment to our results of operations and financial condition. In addition, serious reputational harm or significant adverse financial effects could occur if allegations of impropriety are made against us, even if we are ultimately found to have done no wrong.

Finally, there can be no assurance that the Argentine government, or the international bodies such as the Inter-American Development Bank and the World Bank that historically have provided the funding that the Argentine government has used to make research grants, will continue to provide grants or funding at current levels or at all. To the extent that our existing grants are terminated or modified or we are unsuccessful in securing government grants in the future, we may have to modify our business strategy and would lose a potential source of revenue and means of sourcing and developing new technology, which could adversely affect our results of operations and increase our costs.

Our substantial indebtedness could adversely affect our financial condition.

We have a significant amount of indebtedness. Our high level of indebtedness could have important adverse consequences, including:

   limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements;

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   requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the 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 in the industry in which we compete;

   placing us at a disadvantage compared to other, less leveraged competitors; and

   increasing the cost of borrowing.

The occurrence of any of the above may negatively impact our business and results of operations.

Price increases and shortages of raw materials could adversely affect our results of operations.

Our results of operations may be affected by the availability and pricing of raw materials, principally materials needed to design our technologies, such as raw glycerin. Factors such as changes in the global or regional levels of supply and demand, weather conditions, seasonal fluctuations, shortages or interruptions, changes in global climates and government regulations could substantially impact the price of raw materials. To the extent we are unable to pass on increases in raw materials and energy prices to our customers, a substantial increase in raw material prices or a continued interruption in supply could have a material adverse effect on our financial condition and results of operations., our business, financial condition and results of operations could be materially adversely affected.

The overall agricultural industry is susceptible to commodity price changes and we, along with our food manufacturing customers and grower customers, are exposed to market risks 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 may negatively affect our ability to commercialize our products We will be susceptible to changes in costs in the agricultural industry as a result of factors 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 cause our operating results to deteriorate.

We 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 commercial technology and the supply of biotechnological products, some of which may be shown in the future to be harmful to humans and the environment. We may be held liable if any product we develop, unsuitable during marketing, sale or consumption. We do not currently have insurance coverage for such claims. Courts have levied substantial damages in the United States and elsewhere against a number of companies in the agriculture industry 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 cross-pollination of crops, which recently has affected other companies in our industry operating in the United States, and cross-contamination of GMO and non-GMO ingredients. In Argentina, there are no precedents for product liability cases in the agricultural industry related to transgenic or biotechnology products; however, there has been at least one product liability case related to the use of pesticides. There is a possibility that a products liability case could be filed against us in Argentina, in which case damages may be substantial albeit potentially smaller than those typically awarded in the United States. Product liability claims against us, our joint ventures or third-party licensees selling products that contain our seed traits or technology or allegations of product liability relating to seeds or other products containing seed traits or technology developed by us could damage our reputation, harm our relationships with our collaborators and other business counterparties and materially and adversely affect our business, results of operations, financial condition and prospects.

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Our operations are subject to various health and environmental risks associated with our use, handling and disposal of potentially toxic materials.

We are subject to numerous federal, state, local and foreign environmental, health and safety laws and regulations, including those governing laboratory procedures, the handling, use, storage, treatment, manufacture and disposal of hazardous materials and wastes, discharge of 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 improve plant traits, produce certain enzymes or higher value molecules, or engineer bacterial metabolism, we cannot always predict the effect that these genes may have on the organism. In some cases, the genes may render the organism poisonous or toxic, or they may cause the organism to develop other dangerous characteristics that could harm the organism’s surrounding environment. Furthermore, there is a risk that, 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 therefore be inadvertently introduced into the environment or possibly enter the food production system, harming the people and animals who come in contact with them. Our crop protection products, which include Rizoderma, adjutants, therapies, herbicides, fungicides and insecticides, among others, bear similar risks in the development stage.

We cannot eliminate the risk of contamination or discharge 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 or contamination that results from our use or the use by third parties of these materials, 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 laws and regulations may be expensive and may impair our R&D efforts. If we fail to comply with these requirements, we could incur substantial costs and liabilities, including civil or criminal fines and penalties, clean-up costs or capital expenditures for control equipment or operational changes necessary to achieve and maintain compliance In addition, we cannot predict the impact on our business of new or amended environmental, health and safety laws or regulations or any changes in the way existing and future laws and regulations are interpreted and enforced. These current or future laws and regulations may impair our research, development or production efforts.

The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business.

Following the completion of this offering, we will be required to comply with various regulatory and reporting requirements, including those required by the SEC and the CNV. Complying with these reporting and regulatory requirements will be time consuming, resulting in increased costs to us or other adverse consequences.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the requirements of the Sarbanes-Oxley Act as well as the Argentine securities law and CNV rules. These requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual and current reports with respect to our business and financial condition. Likewise, CNV rules require that we make annual and quarterly filings and that we comply with disclosure obligations. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. To maintain and improve the effectiveness of our disclosure controls and procedures, we will need to commit significant resources, hire additional staff and provide additional management oversight. We expect to implement additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. These activities may divert management’s attention from other business concerns, which could have a material 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 various reporting requirements including, but not limited to, an exemption from compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and the rules and regulations of the SEC thereunder. These exemptions will cease to apply by no later than the last day of our fiscal year following the fifth anniversary of the completion of this offering and we expect to incur additional expenses and devote increased management effort toward

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ensuring compliance with the additional reporting requirements that will apply when we cease to be an “emerging growth company.” We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of such costs.

We may require additional financing in the future and may not be able to obtain such financing on favorable terms, if at all, which could force 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&D services to identify new potential products for development. We may require additional capital to fund our technology sourcing and product development projects and to provide working capital to fund other aspects of our business. Although we believe that following this offering, our cash and cash equivalents and marketable securities will provide adequate resources to fund our operations, including technology sourcing and product development expenses, planned capital expenditures and working capital requirements for the foreseeable future, we may nevertheless need additional financing in the future, due to changes in our business strategy or the occurrence of unanticipated events. We may seek to issue equity securities or debt finance, which could result in dilution to our existing shareholders or subject us to restrictive covenants that limit our operating flexibility and require us to comply with certain financial ratios, respectively. Alternatively, we may not be able to raise sufficient additional funds on terms that are favorable to us, if at all. If we fail to raise the funds we require, our ability to fund our operations, take advantage of strategic opportunities, develop and commercialize products or technologies, or otherwise respond to competitive pressures could be significantly limited. In such an event, we may be forced to delay or terminate our development initiatives or the commercialization of our technology and products, curtail operations or grant licenses to our technology on terms that are not favorable to us. If adequate funds are not available, we may not be able to successfully execute our business strategy 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 if a company uses genetic resources, such as an indigenous plant, from a participating country to develop a product, then such company must obtain the prior informed consent of the participating country and owes fair and equitable compensation to the participating country. Although the United States is not a participating 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 with respect to the development or commercialization of any of our products derived from genetic resources originating from any of the countries that are participants in the Convention. There can be no assurance that the government of a participating country will not assert that it is entitled to fair and equitable compensation from us. Such compensation, if demanded, may make commercialization of our products impracticable.

Our business strategy may change and the successful implementation of our business plan is uncertain.

As an emerging biotechnology company, we continually analyze our business plan and operations in the light of market conditions and developments. We currently generate a significant portion of our revenue from the sale of crop protection products. We anticipate that following the successful regulatory approval and commercialization of our technologies, including HB4, an increasing portion of our revenues will be generated by sales of seed and integrated products through our proprietary commercial channels and third party licensees, with incremental income projected to be generated by the joint ventures in which we participate. We face numerous challenges to completing the various steps necessary for the commercialization of our products and there can be no guarantee that we will be able to successfully commercialize our technologies. As a result of our continuous analyses of our crop productivity and agro-industrial solutions, we may decide to make substantial changes in our business plan and operations. Such modifications may also result from management’s belief that it has identified more economical or efficient means of achieving our objectives. Furthermore, such changes could relate to minor aspects of the business plan, such as the methods in which we sell our crop productivity and agro-industrial solutions, or to key aspects of the plan, such as the type of technologies that we seek to commercialize. Changes to our business plan could result in material delays to the commercialization of our products.

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Our failure to accurately forecast and manage inventory could result in an unexpected shortfall or surplus of products which could harm our business.

We are required to produce inventories of certain of our products (mainly seeds and biologicals) and we monitor our inventory levels based on our own projections of future demand. Because of the significant time it takes to produce commercial quantities of seeds, production decisions must be made well in advance of sales. An inaccurate forecast of demand for any seed variety can result in the unavailability of seeds in high demand. Such unavailability may depress sales volumes and adversely affect customer relationships. Conversely, an inaccurate forecast could also result in an over-supply of seeds which may increase costs, negatively impact cash flow, reduce the quality of inventory and ultimately create write-offs of inventory. The acquisition of Rizobacter has increased the scale of our sales operations and as a result increased the magnitude of these risks, the realization of which could have a material adverse effect on our business, results of operations and financial condition.

Disruption to our IT and operating system could adversely affect our reputation and have a material adverse effect on our business and results of operations.

Disruption or failure of our IT system due to technical reasons, natural disaster or other unanticipated catastrophic events, including power interruptions, storms, fires, floods, earthquakes, terrorist attacks and wars could significantly impair our ability to deliver data related to our projects to our collaborators on schedule and materially and adversely affect our relationships with our collaborators, our business and our results of operations. We expect to continue to develop our computational technologies and may need to update our IT system and storage capabilities. If our existing or future IT system does not function properly, or if the IT system proves incompatible with our new technologies, we could experience interruptions in data transmissions and slow response times, preventing us from completing routine research and business activities. Furthermore, 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 in our cyber-security.

Despite the 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 cyber-intrusions over the Internet, attachments to emails, persons inside our organization, or persons with access to systems inside our organization. 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 attacks and intrusions from around the world have increased. If such an event were to occur and cause interruptions in our operations, it could result in a material disruption of our product development programs. For example, the loss of field trial data from completed or ongoing or planned field trials could result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the data. To the extent that any disruption or security breach was to result in a loss of or damage to our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur material legal claims and liability, damage to our reputation, and the further development of our product candidates could be delayed.

Labor unions can request, and have requested, the unionization of some of our employees.

In December 2016 and March 2017, the Argentine Trade Union of Truck Drivers (Sindicato de Choferes de Camiones), or the SCC, and the Argentine Union of Rural Workers and Stevedores (Unión Argentina de Trabajadores Rurales y Estibadores), or UATRE, respectively requested the unionization of some employees of Rizobacter. With respect to the former, the SCC requested to unionize employees involved in logistics and operation of forklifts. UATRE requested to unionize workers engaged in the handling and storage of grain related to our seed treatment process undertaken seasonally. After negotiations, both SCC and UATRE came to an agreement with Rizobacter wherein Rizobacter agreed to hire companies to carry out the operations covered by each union. Each company agreed to indemnify Rizobacter in relation to any subsequent claims by the workers registered with the SCC or the UATRE, as the case may be, without direct cause to Rizobacter.

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If new union disputes arise, they may be time consuming and distracting to management. The occurrence of a union dispute could have a material and adverse effect on our costs and business, results of operations and financial condition.

We rely on third parties to grow our seeds. If these parties do not grow our seeds at a satisfactory quality, in a timely manner, in sufficient quantities or at an acceptable cost, our commercialization efforts could be delayed or otherwise negatively impacted.

We rely on affiliated and unaffiliated growers to grow the majority of our proprietary seed and to sell it to us at negotiated prices each year. Our current dependence upon others for the production of our seeds may adversely affect our ability to commercialize any products on a timely and competitive basis. If our growers decline to a significant degree to plant the acreage on which we rely, and if we cannot find other growers to plant the lost acreage, our inventory of seed could be insufficient to satisfy the needs of our customers. Furthermore, growers may refuse to grow our seeds for any reason, including deterioration in our business relationship or the existence of more favorable terms with other companies. For example, if a particular crop is paying a materially higher price than has been paid in the past, growers may decide to not grow our seeds in favor of receiving a higher return from an alternative crop planted on the same acreage. If third-party growers decline to grow our seeds or if they are unable to grow our seeds at acceptable quality levels, our business, results of operations and financial condition could materially decline.

Under Argentine law, if a company’s losses exceed its reserves and total equity as of the close of its fiscal year, such company’s shareholders may be required to make equity contributions to such company or the company may be forced to enter into a compulsory liquidation or winding up proceeding, if such capitalization does not happen.