6-K - BHST - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2025

Commission file number: 001-42389

BIOHARVEST SCIENCES INC.

(Exact name of Registrant as specified in its charter)

Not applicable

(Translation of Registrant’s name into English)

1140-625 Howe Street, Vancouver, British Columbia V6C 2T6, Canada

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

☐ Form 20-F ☒ Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

SUBMITTED HEREWITH Exhibits:

Exhibit	Description
99.1*	Form 52-109F1 - Certification of Annual Filings – Full Certificate - CEO
99.2*	Form 52-109F1 - Certification of Annual Filings – Full Certificate - CFO
99.3**†!	Agreement dated March 31, 2024 between BioHarvest Ltd. and Enlivex Therapeutics R&D, Ltd.
99.4**†	Agreement dated March 31, 2024 among BioHarvest Ltd., Eitan On Investment Ltd. and Enlivex Therapeutics R&D, Ltd.
99.5***†!	Lease Agreement dated March 31, 2024 between BioHarvest Ltd. and Eitan On Investment Ltd.
99.6**†!	Agreement dated March 21, 2007 between BioHarvest Israel and State of Israel, Ministry of Agriculture & Rural Development, Agricultural Research Organization, The Volcani Center
99.7****†	Memorandum of Agreement dated July 12, 2023 between BioHarvest Israel and TBN Broadcasting of Texas, Inc.
99.8**†	Investor Relations Consulting Agreement dated February 15, 2024 between BioHarvest Sciences Inc. and MZHCI, LLC
99.9*!	Lease Agreement dated January 16, 2025 between BioHarvest Israel Ltd. and Sugart Ltd.

* Filed herewith.

** Previously filed with the SEC as an exhibit to Amendment No. 1 to the Company’s registration statement on Form 20-F/A dated and as filed with the SEC on July 24, 2024, and incorporated herein by reference.

*** Previously filed with the SEC as an exhibit to the Company’s registration statement on Form 20-F dated and as filed with the SEC on June 14, 2024, and incorporated herein by reference.

**** Previously filed with the SEC as an exhibit to Amendment No. 2 to the Company’s registration statement on Form 20-F/A dated and as filed with the SEC on August 14, 2024, and incorporated herein by reference.

† Portions of this exhibit have been redacted in compliance with Regulation S-K Items 601(a)(5) and 601(b). The Company agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon its request.

! This document or a portion thereof is in Hebrew and is accompanied by an English translation or summary in accordance with Rule 12(b)-12(d) of the Exchange Act (17 CFR 240.12b-12(d)).

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BIOHARVEST SCIENCES INC.
	(Registrant)
Date: March 31, 2025	/s/ Ilan Sobel
	Name: Ilan Sobel
	Title: Chief Executive Officer

Certification of Annual Filings - CEO

Form 52-109F1

Certification of Annual Filings

Full Certificate

I, Ilan Sobel, the Chief Executive Officer of BioHarvest Sciences Inc., certify the following:

Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of BioHarvest Sciences Inc. (the “issuer”) for the financial year ended December 31, 2024.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.
Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and

(ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2ICFR – material weakness relating to design: N/A.

5.3Limitation on scope of design: N/A.

Evaluation: The issuer’s other certifying officer(s) and I have

(a)evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and

(b)evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A

(i)our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and

(ii)N/A.

7.Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2024 and ended on December 31, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

8.Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR.

Date: March 31, 2025

/s/ Ilan Sobel

Ilan Sobel

Chief Executive Officer

Certification of Annual Filings - CFO

Form 52-109F1

Certification of Annual Filings

Full Certificate

I, Bar Dichter, the Chief Financial Officer of BioHarvest Sciences Inc., certify the following:

Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of BioHarvest Sciences Inc. (the “issuer”) for the financial year ended December 31, 2024.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.
Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i)material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and

5.2ICFR – material weakness relating to design: N/A.

5.3Limitation on scope of design: N/A.

Evaluation: The issuer’s other certifying officer(s) and I have

(b)evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A

(i)our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and

(ii)N/A.

Date: March 31, 2025

/s/ Bar Dichter

Bar Dichter

Chief Financial Officer

Lease Agreement dated January 16, 2025 between BioHarvest Israel Ltd. and Sugart Ltd. (English Summary)

Certain portions of this summary have been redacted as such portions are not material and the type of information that the Company treats as private or confidential.

SUMMARY IN ENGLISH

LEASE AGREEMENT DATED JANUARY 16, 2025 BETWEEN BIOHARVEST ISRAEL LTD. AND SUGART LTD. (IN HEBREW)

**1.**Introduction and Interpretation

**2.**Rental period

(a)The rental period is for a duration of 12 consecutive calendar months, starting from September 1, 2024, until September 1, 2025 (hereinafter referred to as the "first rental period").

(b)BioHarvest Israel Ltd. (the “Tenant”) will be responsible for any damage caused by him and obliged to insure at his own expense the equipment and/or materials and/or his employees and/or contractors on his behalf, including product liability, against any damage that may be caused to them and/or to a third party, and to provide a copy of the policies upon request.

(c)The Tenant shall be entitled to extend the lease for an additional 2 rental periods of each for 6 additional months. (hereinafter referred to as "the additional periods"), subject to the following: starting from the end of the first rental period to meet all the cumulative conditions as follows:

(i)Up to 90 days before the end of the previous rental period, the Tenant provided written notice to Sugart Ltd. (the “Landlord”), stating its intention to extend the lease.

(ii)The Tenant did not breach this agreement during the first rental period with a substantial breach, which was not corrected after written notice by the Landlord of at least 14 days.

(iii)All provisions of the agreement shall be extended and apply during the additional periods.

(iv)All terms of the agreement shall apply during the additional periods with changes required according to the circumstances, and subject to the modification regarding rental fees noted in item 3.

(v)The additional period and the 2 additional periods (if and to the extent implemented) – shall be collectively referred to hereinafter as "the rental periods."

**3.**Rental Fees

Rental amounts shall be prepaid monthly, on the first day of each calendar month, along with index linkage differences and including VAT as defined below:

“Rental Amount” – As detailed in Appendix 2 (an aggregate amount of NIS 100,875).

"Index" - The Consumer Price Index published by the Central Bureau of Statistics and/or any other body that may replace it.

"Base Index" - The index for the month of September 2024, published on October 15, 2024, which is 108.6 points.

"The New Index" - The index known at the time of each actual payment of any amount under this agreement.

"Index Linkage Differences" - The difference between the new index and the base index, divided by the base index and multiplied by the rental amount. The difference could be positive or negative.

The rental fees along with the index linkage differences – shall be collectively referred to hereinafter as “the rental fees”.

The rental fees along with VAT - shall be collectively referred to hereinafter as “the receipt amount”.

Both parties agreed on rounding the receipt amount to the nearest whole Shekel.

At the beginning of the first additional rental period, the rental fees will increase in line with the increase in the index. At the beginning of the second additional rental period, the rental fees will increase in line with the increase in the index and with an additional increase of 10% over the monthly rental fees paid in the last month of the previous rental period.

**4.**Rental Fees

**5.**Bank Guarantee

**6.**Adjustment

**7.**Use of Lease

**8.**Acquisition of Permits

**9.**Electricity, Water and Telephone

**10.**Rental Property, Maintenance, Repairs and Warranties

**11.**Adjustment Work in the Rental Property to be Carried Out During the Rental Period

**12.**Public Areas and Common Property

**13.**Manufacturer’s Licence

**14.**Maintaining the Lease; Changes to the Lease

**15.**Prevention of Nuisance

**16.**Entrance to the Rental Property

**17.**Transfer of Rights

**18.**Evacuation

**19.**Tenant’s Payment Obligations

**20.**Cancellation of the Agreement

**21.**Repayment of Tenant Debts

**22.**Taxes, Fees and Charges

**23.**Tenant Protection Law

**24.**Expenses of the Lease Agreement

**25.**Linkage and Interest

**26.**VAT

**27.**Jurisdiction

**28.**Legal Enforcement

**29.**Non-Offsetting of Payments

**30.**Supervision

**31.**Amendments

**32.**Management Agreement

**33.**Force Majeure

**34.**Notices

Appendix 1 (Section (1)(d) of the Lease Agreement)

[Description of Leased Property]

Appendix 2 (Section 3(a) of the Lease Agreement)

[Rental Fee Table]

Appendix 3 (Section 5(a)(1) of the Lease Agreement)

[Form of Bank Guarantee]

Appendix 4 (Section 10(d) of the Lease Agreement)

[Regulations Governing Operations]

Appendix 5 (Section 32 of the Lease Agreement)

[Form of Management Agreement]

Appendix 6 (Insurance)

[Insurance]