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COOT 6-K/A

Australian Oilseeds Holdings Ltd (COOT)

6-K/A 2025-10-28 For: 2025-10-02
View Original
Added on August 22, 2026

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM6-K/A

REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDERTHE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2025

Commission File Number: 001-41986

AustralianOilseeds Holdings Limited

(Exact name of registrant as specified in its charter)

Cayman Islands 001-41986 N/A
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation) (Commission<br><br> <br>File<br> Number) (IRS<br> Employer<br><br> <br>Identification<br> No.)

126– 142 Cowcumbla Street, Cootamundra

Site2: 52 Fuller Drive Cootamundra

POBox 263 Cootamundra, Australia 2590

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: +02 6942 4347

NotApplicable

(Former name or former address, if changed since last report)

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 ☐

INFORMATIONCONTAINED IN THIS FORM 6-K REPORT


ExplanatoryNote

This report on Form 6-K/A (the “Amendment”) amends the report on Form 6-K filed on October 2, 2025 (the “Original 6-K”) of Australian Oilseeds Holdings Limited (the “Company”). The purpose of this Amendment is solely to provide additional narrative to demonstrate compliance with Nasdaq Listing Rule 5450(b)(1)(A) (the “Equity Rule”) (which requires listed issuers to maintain minimum stockholders’ equity of $2.5 million), as set forth below.

As previously reported by the Company, on August 22, 2025, the Company received written notice from The Nasdaq Stock Market LLC (“Nasdaq”) that a Nasdaq Hearings Panel (the “Panel”) has determined to grant the request of the Company to continue its listing on Nasdaq for the period and subject to specified conditions. The Panel granted the Company an extension to regain compliance with continued listing requirements and demonstrate long-term compliance with the Equity Rule.

Specifically, the Panel provided the Company until September 30, 2025 to demonstrate compliance with the Equity Rule by filing a timely public disclosure describing the transactions undertaken by the Company to achieve compliance and demonstrate long-term compliance with the Equity Rule, and by providing an indication of its equity following those transactions. The Company may do so by including in the public filing a balance sheet with pro forma adjustments for any significant transactions or events occurring on or before the report date.

On September 30, 2025, the Company filed its Interim Balance Sheet dated June 30, 2025 on Form 6-K, which contained its pro forma adjustments to demonstrate compliance with the Equity Rule. Shareholder’s equity as of June 30, 2025 as per the Company’s unaudited balance sheet is AUD 4,721,826, which is equivalent to USD 3,166,405 (current exchange rate AUD/USD 0.66). As per Company’s unaudited balance sheet included in the Original 6-K, as of August 31, 2025 shareholders’ equity is AUD 4,946,009, which is equivalent to USD 3,264,366.

AUSTRALIANOILSEEDS HOLDINGS LTD.

CONSOLIDATEDSTATEMENT OF FINANCIAL POSITION

ASAT AUGUST 31, 2025 AND JUNE 30, 2025, AND JUNE 30, 2024

UNAUDITED UNAUDITED AUDITED
AUG 2025 JUN 2025 JUN 2024
AUD$ AUD$ AUD$
ASSETS
CURRENT ASSETS
Cash and cash equivalents 911,879 2,309,303 514,140
Trade and other receivables 4,538,269 5,330,181 4,470,101
Related party loans receivable 633,773 633,773 -
Inventories 5,678,333 5,897,651 6,202,160
Prepayment of seed purchase - - -
Other current assets 950,104 1,339,160 201,830
TOTAL CURRENT ASSETS 12,712,358 15,510,068 11,388,231
NON-CURRENT ASSETS
Investments in associates - - -
Property, plant and equipment 15,653,884 15,646,308 14,617,513
Right-of-use asset 911,364 925,364 944,420
Other assets - - 429,841
Deferred tax assets 34,270 34,270 34,270
Intangible assets 2,582,495 2,582,495 2,582,495
TOTAL NON-CURRENT ASSETS 19,182,013 19,188,437 18,608,539
TOTAL ASSETS 31,894,371 34,698,505 29,996,770
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 11,336,573 12,744,630 10,455,684
Borrowings 5,243,568 6,472,136 978,574
Lease liability, current 89,109 89,109 89,109
Income Tax liabilities - - 128,927
Related party loans 5,868,049 5,880,571 4,111,661
Convertible note, net of discount 1,063,112 1,441,900 1,181,953
Warrant liabilities 180,918 180,918 238,613
Promissory note – related party, current 1,532,284 1,538,322 968,216
Employee benefits 150,799 150,799 201,024
TOTAL CURRENT LIABILITIES 25,464,412 28,498,385 18,353,761
NON-CURRENT LIABILITIES
Borrowings - - 5,051,910
Promissory note - related party, non-current - - 273,676
Lease liability, non-current 790,235 790,235 879,347
Related party loans 693,715 688,059 4,530,507
TOTAL NON-CURRENT LIABILITIES 1,483,950 1,478,294 10,735,440
TOTAL LIABILITIES 26,948,362 29,976,679 29,089,201
NET ASSETS 4,946,009 4,721,826 907,569
EQUITY
Share capital 4,093 4,029 3,562
Share premium 22,671,663 22,292,939 17,064,658
Foreign currency translation reserve (19,968 ) (19,968 -
(Accumulated losses) Retained earnings (19,487,867 ) (19,179,244 ) (17,950,222
Total (deficit) equity attributable to equity holders of the Company 3,167,921 3,097,756 ) (882,002
Non-controlling interest 1,778,088 1,624,071 1,789,571
TOTAL EQUITY 4,946,009 4,721,826 907,569

Significant events on or before August 31, 2025, which contributed towards the Company’s compliance with the Equity Rule include the following:

On<br> May 22, 2025, the Company received a conversion notice from Arena Investors LP (“Arena”)<br> as part of the previously reported PIPE transaction, for conversion of USD 150,000 of convertible<br> debt, which the Company has duly executed and issued 221,957 Class A ordinary shares (the<br> “Class A Ordinary Shares”) as per instruction from Arena, which positively contributed<br> AUD 230,237 towards compliance with the Company’s shareholders’ equity.
On<br> July 10, 2025, the Company received a conversion notice from Arena for conversion of USD<br> 250,000 of convertible debt, which the Company has duly executed and issued 420,066 Class<br> A Ordinary Shares as per instruction from Arena, which positively contributed AUD 384,615<br> towards compliance with the Company’s shareholders’ equity.
During<br> the Company’s fourth quarter ended June 30, 2025 (per audited financial statements<br> filed on the Company’s Form 20-F on October 23, 2025), the Company has reduced losses<br> in the fourth quarter of 2025 of AUD 134,686, as compared to the Company’s losses of<br> AUD 630,633 in the third quarter of 2025 ended March 31, 2025, due to increase in sales revenue<br> by 22%, and improved gross margins, which positively contributed towards the Company’s<br> compliance with the Equity Rule regarding shareholders’ equity.
During<br> the Company’s fiscal year 2026, commencing on July 1, 2025 through August 30, 2025,<br> the Company’s unaudited balance sheet for the two months ended August 30, 2025 reflect<br> the Company’s continued growth in sales revenue over first quarter 2025 that confirms<br> that the Company is expected to have quarter one 2026 growth and improved gross margins,<br> which will allow the Company to maintain the shareholders’ equity and comply with the<br> Equity Rule.

CautionaryNote Regarding Forward-Looking Statements

This Current Report on Form 6-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “expects,” “intends,” “plans,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements are subject to certain risks and uncertainties that may cause the Company’s actual results to differ from the expectations expressed in the forward-looking statements. There can be no assurance that the Company will achieve such expectations, including meeting Nasdaq compliance standards and other Nasdaq requirements and conditions for listing. The forward-looking statements contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.

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.

Australian Oilseeds Holdings Limited
Date: October 27, 2025 By: /s/ Gary Seaton
Name: Gary Seaton
Title: Chief Executive Officer and Director