Australian Oilseeds Narrows Loss by 93% Amidst Nasdaq Listing Woes

TL;DR

**COOTW's massive loss reduction is a mirage, masking deteriorating gross margins and persistent Nasdaq compliance headaches that make this a high-risk bet.**

AI Summary

Australian Oilseeds Holdings Ltd (COOTW) reported a significant improvement in its net loss for the fiscal year ended June 30, 2025, narrowing to AUD $(1,462,610) from AUD $(21,230,681) in 2024, a 93.11% reduction. This improvement was primarily driven by the absence of a substantial recapitalization expense of AUD $(23,210,293) incurred in 2024. Revenue increased by 23.64% to AUD $41,702,614 from AUD $33,727,222, but cost of sales surged by 37.50% to AUD $(38,240,704), leading to a 41.48% decrease in gross profit to AUD $3,461,910. Operating profit swung to a loss of AUD $(323) from a profit of AUD $2,986,972, a 100% decline. Finance expenses also rose by 74.21% to AUD $(1,456,065). The company faces ongoing Nasdaq listing compliance issues, including a minimum bid price requirement of $1.00 per share and a previous shareholders' equity deficiency, though it regained compliance on the bid price in January 2025 and filed a plan for shareholders' equity. A reverse stock split was approved by shareholders on July 30, 2025, to address bid price compliance.

Why It Matters

This filing reveals Australian Oilseeds' significant progress in reducing its net loss, primarily by avoiding a repeat of last year's massive recapitalization expense. However, the core business shows concerning trends with gross profit down 41.48% despite a 23.64% revenue increase, indicating margin pressure. For investors, the persistent Nasdaq listing compliance issues, including the $1.00 minimum bid price and past shareholders' equity concerns, introduce substantial uncertainty and risk of delisting, which could severely impact liquidity and valuation. Competitors in the oilseeds industry may capitalize on COOTW's operational inefficiencies and regulatory distractions, potentially eroding market share.

Risk Assessment

Risk Level: high — The risk level is high due to the 41.48% decline in gross profit to AUD $3,461,910 despite a 23.64% increase in sales revenue, indicating severe margin compression. Furthermore, the company has faced multiple Nasdaq listing compliance issues, including failing the $1.00 minimum bid price rule on August 28, 2024, and again on May 27, 2025, and a shareholders' equity deficiency below the $10,000,000 minimum, which was AUD $907,569 as of June 30, 2024.

Analyst Insight

Investors should exercise extreme caution and consider divesting, given the deteriorating gross profit margins and recurring Nasdaq listing compliance challenges. The approved reverse stock split on July 30, 2025, is a temporary fix for bid price issues, not a solution for underlying operational weaknesses. Wait for sustained improvements in profitability and stable exchange compliance before considering any investment.

Financial Highlights

debt To Equity

N/A

revenue

41,702,614

operating Margin

0.00%

total Assets

N/A

total Debt

N/A

net Income

-1,462,610

eps

N/A

gross Margin

8.30%

cash Position

N/A

revenue Growth

+23.64%

Revenue Breakdown

Key Numbers

• $41.7M — Sales Revenue (Increased by 23.64% from $33.7M in 2024 to $41.7M in 2025.)
• $(1.46M) — Loss for the year (Reduced by 93.11% from $(21.23M) in 2024 to $(1.46M) in 2025.)
• $3.46M — Gross Profit (Decreased by 41.48% from $5.92M in 2024 to $3.46M in 2025.)
• $(38.24M) — Cost of Sales (Increased by 37.50% from $(27.81M) in 2024 to $(38.24M) in 2025.)
• $(1.46M) — Finance Expenses (Increased by 74.21% from $(0.84M) in 2024 to $(1.46M) in 2025.)
• $(323) — Operating Profit/(Loss) (Swung from a profit of $2.99M in 2024 to a loss of $(323) in 2025, a 100% decline.)
• 93.11% — Reduction in Net Loss (Primarily due to the absence of a $23.21M recapitalization expense from 2024.)
• $1.00 — Nasdaq Minimum Bid Price (Company received multiple notices for non-compliance, most recently on May 27, 2025.)
• $907,569 — Shareholders' Equity (As of June 30, 2024, significantly below Nasdaq's $10,000,000 minimum.)
• 1 for 2 to 1 for 8 — Reverse Share Split Ratio (Approved by shareholders on July 30, 2025, to address bid price compliance.)

Key Players & Entities

• Australian Oilseeds Holdings Limited (company) — Registrant and issuer of securities
• Gary Seaton (person) — Chief Executive Officer
• Nasdaq Stock Market LLC (regulator) — Exchange where COOT and COOTW are listed
• Securities and Exchange Commission (regulator) — U.S. regulatory body for filings
• AUD $41,702,614 (dollar_amount) — Sales revenue for fiscal year 2025
• AUD $(1,462,610) (dollar_amount) — Loss for the year for fiscal year 2025
• AUD $3,461,910 (dollar_amount) — Gross profit for fiscal year 2025
• AUD $(23,210,293) (dollar_amount) — Recapitalization expense in fiscal year 2024
• $1.00 (dollar_amount) — Nasdaq minimum bid price requirement
• AUD $907,569 (dollar_amount) — Shareholders' equity as of June 30, 2024

FAQ

Risk Factors

• Nasdaq Listing Compliance [high — regulatory]: The company faces ongoing challenges in meeting Nasdaq's minimum listing requirements, including the minimum bid price of $1.00 per share and previous shareholders' equity deficiencies. While compliance with the bid price was regained in January 2025, a reverse stock split was approved on July 30, 2025, to address this issue, indicating continued vulnerability.
• Stock Price Volatility and Liquidity [high — financial]: The company's stock price is subject to significant volatility, influenced by broad market factors and potentially disproportionate to operating performance. This volatility, coupled with potential delisting from Nasdaq, could severely impact liquidity and make it difficult for investors to sell their securities, leading to substantial losses.
• Rising Cost of Sales [medium — operational]: Cost of sales surged by 37.50% to AUD $38,240,704 in 2025, significantly outpacing revenue growth. This led to a 41.48% decrease in gross profit, indicating potential issues with production costs, supply chain, or pricing power.
• Increased Finance Expenses [medium — financial]: Finance expenses rose by 74.21% to AUD $1,456,065 in 2025. This increase, coupled with a swing to an operating loss of AUD $(323), highlights a deteriorating financial leverage situation and increased cost of debt.
• Shareholders' Equity Deficiency [high — financial]: As of June 30, 2024, shareholders' equity was AUD $907,569, significantly below Nasdaq's minimum requirement of $10,000,000. Although a plan was filed, this deficiency poses a substantial risk to continued listing and financial stability.

Industry Context

The oilseeds industry is subject to global commodity price fluctuations, weather patterns impacting crop yields, and evolving demand for plant-based products. Competition can be intense, with players ranging from large agricultural conglomerates to specialized processors. Trends include increasing demand for sustainable sourcing and value-added products derived from oilseeds.

Regulatory Implications

Australian Oilseeds Holdings Ltd faces significant regulatory hurdles related to its Nasdaq listing. Failure to maintain minimum bid price and shareholders' equity requirements could lead to delisting, severely impacting liquidity and investor confidence. Compliance with these exchange rules is paramount for continued market access.

What Investors Should Do

1. Monitor Nasdaq Listing Status Closely
2. Analyze Cost of Sales and Gross Margin Trends
3. Evaluate Debt and Finance Expense Burden
4. Assess the Impact of the Reverse Stock Split

Key Dates

• 2024-06-30: Fiscal Year End 2024 — Reported a net loss of AUD $(21,230,681), including a significant recapitalization expense of AUD $(23,210,293).
• 2025-01-01: Regained Nasdaq Bid Price Compliance — The company met the minimum bid price requirement of $1.00 per share, a crucial step for maintaining its Nasdaq listing.
• 2025-06-30: Fiscal Year End 2025 — Reported a significantly reduced net loss of AUD $(1,462,610) and revenue growth of 23.64%, but a swing to an operating loss.
• 2025-07-30: Shareholder Approval for Reverse Stock Split — Shareholders approved a reverse stock split (ratio 1 for 2 to 1 for 8) to address Nasdaq's minimum bid price requirement, indicating ongoing efforts to maintain listing.

Glossary

Recapitalization expense

Costs incurred during a significant restructuring of a company's debt and equity, such as issuing new shares or debt, or debt-for-equity swaps. (The absence of a substantial AUD $(23,210,293) recapitalization expense in 2025 was the primary driver for the company's reduced net loss compared to 2024.)

Operating profit/(loss)

Profit or loss generated from a company's core business operations before accounting for interest, taxes, and other non-operating income or expenses. (The company swung from a profit of AUD $2,986,972 in 2024 to a loss of AUD $(323) in 2025, indicating a deterioration in core operational performance despite revenue growth.)

Cost of sales

The direct costs attributable to the production or purchase of the goods sold by a company during a period. (A significant increase of 37.50% in cost of sales to AUD $(38,240,704) outpaced revenue growth, leading to a substantial decline in gross profit.)

Reverse stock split

A corporate action where a company reduces the total number of its outstanding shares by consolidating existing shares into fewer, proportionally more valuable shares. (Approved by shareholders on July 30, 2025, this measure is intended to increase the stock's per-share market price to meet Nasdaq's minimum bid price requirement.)

Shareholders' Equity

The value of a company belonging to its shareholders, calculated as total assets minus total liabilities. It represents the net worth of the company. (The company had a shareholders' equity deficiency as of June 30, 2024 (AUD $907,569), which was significantly below Nasdaq's minimum requirement, posing a risk to its listing status.)

Year-Over-Year Comparison

Revenue saw a healthy increase of 23.64% to AUD $41.7M in 2025 compared to 2024. However, this was overshadowed by a substantial 37.50% rise in the cost of sales, leading to a 41.48% decrease in gross profit and a swing from operating profit to a near-zero operating result. The net loss was dramatically reduced by 93.11%, primarily due to the absence of a large recapitalization expense from the prior year, rather than operational improvements. New risks related to ongoing Nasdaq listing compliance, particularly concerning the minimum bid price and shareholders' equity, have become more prominent.

Key Financial Figures

• $11.50 — Ordinary Share at an exercise price of $11.50 per share COOTW The Nasdaq Stock Ma
• $1 — urities maintain a minimum bid price of $1 per share. Nasdaq provided the Company
• $1.00 — e Company's Ordinary Shares has been at $1.00 per share or greater. Accordingly, the
• $10,000,000 — areholders' equity has fallen below the $10,000,000 required minimum for continued listing
• $907,569 — the period ended June 30, 2024 was AUD $907,569. Based on the currency conversion rate
• $605,258 — shareholders' equity was approximately $605,258. In accordance with Nasdaq rules and as
• $1.00 M — e Company is not in compliance with the $1.00 Minimum Bid Price requirement set forth i
• $0.0001 — ny's Class A ordinary shares, par value $0.0001 per share, by a ratio in the range of 1
• $2.5 million — aintain minimum stockholders' equity of $2.5 million). Specifically, the Panel has agreed to
• $2.6 million — e hearing date on July 22, 2025, it had $2.6 million in shareholder equity. The Company plan

Filing Documents

• form20-f.htm (20-F) — 2171KB
• ex8-1.htm (EX-8.1) — 8KB
• form20-f_001.jpg (GRAPHIC) — 108KB
• form20-f_002.jpg (GRAPHIC) — 121KB
• form20-f_003.jpg (GRAPHIC) — 17KB
• form20-f_004.jpg (GRAPHIC) — 176KB
• form20-f_005.jpg (GRAPHIC) — 133KB
• form20-f_006.jpg (GRAPHIC) — 5KB
• 0001493152-25-019123.txt ( ) — 11945KB
• coot-20250630.xsd (EX-101.SCH) — 116KB
• coot-20250630_cal.xml (EX-101.CAL) — 112KB
• coot-20250630_def.xml (EX-101.DEF) — 288KB
• coot-20250630_lab.xml (EX-101.LAB) — 634KB
• coot-20250630_pre.xml (EX-101.PRE) — 500KB
• form20-f_htm.xml (XML) — 2193KB

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 43 Item 12.

Description of Securities Other Than Equity Securities

Description of Securities Other Than Equity Securities 43 Part II 44 Item 13. Defaults, Dividend Arrearages and Delinquencies 44 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 44 Item 15.

Controls and Procedures

Controls and Procedures 44 Item 16. [Reserved] 45 Part III 47 Item 17.

Financial Statements

Financial Statements 47 Item 18.

Financial Statements

Financial Statements 47 Item 19. Exhibits 47 Exhibit Index 47 i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical facts contained in this Annual Report on Form 20-F are forward-looking statements. The forward-looking expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. In some cases, you can identify these forward-looking statements by terms such as "anticipate," "believe," "continue," "could," "depends," "estimate," "expects," "intend," "may," "ongoing," "plan," "potential," "predict," "project," "should," "will," "would" or the negative of those terms or other similar expressions, although not all forward-looking statements contain those words. We have based these forward-looking statements on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short- and long-term business operations and objectives, and financial needs. Our operations involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be correct. We have based these forward-looking statements largely on our current expectations an

Selected Financial Data

Selected Financial Data The following tables set forth our Consolidated Statements of Operations data for the periods presented: 2025 2024 Change % AUD$ AUD$ Sales revenue 41,702,614 33,727,222 7,975,392 23.64 % Cost of sales (38,240,704 ) (27,810,782 ) (10,429,922 ) 37.50 % Gross profit 3,461,910 5,916,440 (2,454,530 ) (41.48 )% General and administrative expenses (3,197,936 ) (3,224,843 ) 26,907 (0.8 )% Selling and marketing expenses (372,707 ) (412,536 ) 39,829 (9.65 )% Other income 108,410 707,911 (599,501 ) (84.68 )% Operating profit/(loss) (323 ) 2,986,972 (2,987,295 ) (100.0 )% Finance expenses (1,456,065 ) (835,813 ) (620,252 ) 74.21 % Change in fair value of warrant liabilities 42,872 141,874 (99,002 ) (69.78 )% Recapitalization expense - (23,210,293 ) 23,210,293 100.0 % (Loss) before income tax (1,413,516 ) (20,917,260 ) 19,503,744 (93.2 )% Income tax expense (49,094 ) (313,421 ) 264,327 (84.33 )% (Loss) for the year (1,462,610 ) (21,230,681 ) 19,768,071 (93.11 )% Other comprehensive income for the year, net of tax - - - Total comprehensive (loss) income (1,462,610 ) (21,230,681 ) 19,768,071 (93.11 )% (Loss) attributable to: Members of the parent entity (1,296,811 ) (21,662,555 ) 20,365,744 (94.01 )% Non-controlling interest (165,799 ) 431,874 (597,673 ) (138.4 )% Total (Loss) (1,462,610 ) (21,230,681 ) 19,768,071 (93.11 )% Total comprehensive (loss) attributable to: Members of the parent entity (1,296,811 ) (21,662,555 ) 20,365,744 (94.01 )% Non-controlling interest (165,799 ) 431,874 (597,673 ) (138.4 )% Total comprehensive (loss) (1,462,610 ) (21,230,681 ) 19,768,071 (93.11 )% 2 B. Capitalization and Indebtedness This Form 20-F is filed as an Exchange Act "Annual Report" and therefore the provision of information called for by this ltem-3.B is not applicable. C. Reasons for the Offer and Use of Proceeds Not

Risk Factors

Risk Factors The risk factors associated with the Company and AOI are described in the Proxy Statement/Prospectus under the heading " Risk Factors ," which information is incorporated herein by reference. An investment in our securities involves a high degree of risk. This Annual Report contains a discussion of the risks applicable to an investment in our securities. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties are not presently known to us or that we currently deem immaterial may also affect our operations. The occurrence of any of these known or unknown risks might cause you to lose all or part of your investment in the offered securities. We may not be successful in preventing the material adverse effects that any of the following risks and uncertainties may cause. You could lose all or a significant portion of your investment due to any of these risks and uncertainties. You should carefully consider the following risks, as well as the other information contained in this Annual Report on Form 20-F, including our historical financial statements and related notes included elsewhere in this Annual Report on Form 20-F before you decide to purchase our securities. Any one of these risks and uncertainties has the potential to cause material adverse effects on our business, prospects, financial condition and operating results which could cause actual results to differ materially from any forward-looking statements expressed by us and a significant decrease in the value of our Ordinary Shares and warrants. Refer to "Cautionary Statement Regarding Forward-Looking Risks Related to our Ordinary Shares Our stock price may be volatile, and purchasers of our Ordinary Shares could incur substantial losses. The stock market in general has experienced significant price and volume fluctuations that have often been unrelated or disproportionate to operating performance of individual companie

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