BOD Price sensitive 25 Nov 2025, 2:57 PM

Letter to Shareholders

BOD Science Ltd

BOD Science Ltd Provides Update on Deed of Company Arrangement

Key points

  • BOD Science Ltd under Deed of Company Arrangement since April 2024
  • Reverse Takeover option by Biortica Agrimed no longer proceeding
  • Variation of DOCA proposal received from Biortica, to be voted on by creditors

Full summary

BOD Science Ltd (the Company), formerly trading as BOD Australia Limited, has been under a Deed of Company Arrangement (DOCA) since April 2024 after creditors resolved for the Company to execute the DOCA proposed by Biortica Agrimed Limited. The DOCA was to be effectuated once certain Conditions Subsequent were satisfied, including a positive response from the ASX on Biortica's application for In-Principle Advice. However, due to delays by Biortica, the Reverse Takeover option proposed by Biortica (which would have diluted existing shareholdings to approximately 3%) is no longer proceeding. Nonetheless, the DOCA period has been extended by mutual agreement, and a Variation of DOCA proposal has been received from Biortica. This proposal will be put forward to the Company's creditors for consideration and voting in mid-to-late December 2025. The Variation of DOCA proposal now includes an application to the Court for the compulsory acquisition of the Company's shares by Biortica pursuant to Section 444GA of the Corporations Act 2001. If the Section 444GA application is successful, the Deed Administrator intends to issue a capital loss declaration to shareholders. It is expected that the Company will be removed from the ASX official listing following the expiry of a two-year suspension from quotation, on or around 28 November 2025.

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