BIOHARVEST SCIENCES INC. - Form 40-F SEC filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 40-F

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 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)

British Columbia, Canada

(Province or other jurisdiction of incorporation or organization)

2836

(Primary Standard Industrial Classification Code Number)

Not applicable

(I.R.S. Employer Identification Number)

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

+1 (604) 689-5722

(Address and telephone number of Registrant’s principal executive offices)

Empire Stock Transfer Inc.

1859 Whitney Mesa Dr., Henderson, NV 89014

+1 (702) 818-5898

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common shares, without par value		BHST		The NASDAQ Stock Market LLC

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: Common shares, without par value.

For annual reports, indicate by check mark the information filed with this Form:

☒

Annual information form

☒

Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

The registrant had 22,666,842 common shares issued and outstanding as of December 31, 2025.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒Yes ☐ No

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act. 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 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).(1) ☐

EXPLANATORY NOTE

BioHarvest Sciences Inc. (the “Company” or the “Registrant”) is a corporation incorporated under the laws of British Columbia, Canada that is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this annual report on Form 40-F for the fiscal period ended December 31, 2025 (“Annual Report”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in accordance with disclosure requirements in effect in Canada, which are different from those of the United States. The Company is a "foreign private issuer" as defined in Rule 3b-4 under the Exchange Act. Accordingly, the Company's equity securities are exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

FORWARD-LOOKING STATEMENTS

This Annual Report, including the Exhibits incorporated by reference into this Annual Report, contains certain “forward-looking information” and “forward-looking statements” within the meaning of Canadian and U.S. securities legislation. The forward-looking statements herein are made as of the respective dates set forth in this Annual Report and the Exhibits incorporated by reference into this Annual Report, and the Company does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law. Forward-looking statements include, but are not limited to, statements regarding the Company’s or management’s expectations, hopes, beliefs, intentions or strategies regarding the future and other statements that are other than statements of historical fact. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements in this Annual Report, including the Exhibits incorporated by reference into this Annual Report, are based upon various assumptions, many of which are based, in turn, upon further assumptions, including, without limitation, management’s examination of historical operating trends, data contained in the Company’s records and other data available from third parties. Although the Company believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond the Company’s control, the Company cannot assure you that it will achieve or accomplish these expectations, beliefs or projections. As a result, you are cautioned not to rely on any forward-looking statements. Applicable risks and uncertainties include, but are not limited to, those identified in the section “Risk Factors” in the Annual Information Form (the “AIF”) and “Risks and Uncertainties” in the Management’s Discussion and Analysis (the “MD&A) of the Company for the year ended December 31, 2025, attached as Exhibits to this Annual Report and incorporated herein by reference, and in other filings that we have made and may make with applicable securities authorities in the future. Please also see the section entitled “Cautionary Statement Regarding Forward-Looking Statements” in each of the AIF and MD&A, attached as Exhibits to this Annual Report, in each case, incorporated by reference herein, for a discussion of forward-looking statements.

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

The Company is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this Annual Report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Company prepares its financial statements, which are filed with this Annual Report in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. Therefore, they are not comparable in all respects to financial statements of United States companies that are prepared in accordance with United States generally accepted accounting principles.

PRINCIPAL DOCUMENTS

The following documents, filed as Exhibits 99.1, 99.2, 99.3 and 99.9 hereto, are incorporated herein by reference into this Annual Report:

(a)the AIF;

(b)the Company’s audited annual consolidated financial statements for the financial year ended December 31, 2025 and the notes thereto, together with the report of the independent public accounting firm thereon (the “Financial Statements”);

(c)the Company’s management’s discussion and analysis for the financial year ended December 31, 2025 (the “MD&A”); and

(d)the Company’s Code of Business Conduct and Ethics (the “Code of Business Conduct and Ethics”).

CONTROLS AND PROCEDURES

(a)Disclosure Controls and Procedures. See the MD&A incorporated herein by reference as Exhibit 99.3, under the heading “Disclosure Controls and Procedures”.

(b)Management’s Annual Report on Internal Control Over Financial Reporting and Attestation Report of the Registered Public Accounting Firm. This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission (the “SEC” or the “Commission”) for newly public companies.

(c)Changes in Internal Control Over Financial Reporting. See the MD&A incorporated herein by reference as Exhibit 99.3, under the heading “Disclosure Controls and Procedures – b) Changes in Internal Control Over Financial Reporting”.

NOTICES PURSUANT TO REGULATION BTR

The Company was not required by Rule 104 of Regulation BTR to send any notices to any of its directors or executive officers during the financial year ended December 31, 2025.

AUDIT COMMITTEE FINANCIAL EXPERT

See the AIF incorporated by reference as Exhibit 99.1, under the heading “Audit Committee - Relevant Education and Experience”.

CODE OF ETHICS

The Board has adopted the Code of Business Conduct and Ethics, which is incorporated by reference as Exhibit 99.9, by which it and all officers and employees of the Company, including the Company’s principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions (the “Subject Persons”), are required to abide.

There were no amendments to the Code of Business Conduct and Ethics that apply to the Subject Persons during the most recently completed financial year.

There were no waivers of the Code of Business Conduct and Ethics that apply to the Subject Persons during the most recently completed financial year.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

See the information in the AIF incorporated by reference as Exhibit 99.1, under the heading “Audit Committee – External Auditor Service Fees”.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

See the information in the AIF incorporated by reference as Exhibit 99.1, under the heading “Audit Committee – Policies and Procedures of the Audit Committee”.

All audit-related fees, tax fees, or all other fees were approved by the Audit Committee pursuant to Rule 2-01(c)(7)(i) of Regulation S-X. However, none of such fees were approved pursuant to the exemption provided in Rule 2-01(c)(7)(i)(C) of Regulation S-X.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements.

CONTRACTUAL AND OTHER OBLIGATIONS

The information in the MD&A incorporated by references as Exhibit 99.3, under the heading “Contractual Obligations”.

IDENTIFICATION OF THE AUDIT COMMITTEE

The Company’s board of directors (the “Board”) has a separately designated standing audit committee (the “Audit Committee”) established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee is comprised of Sharon Malka, John (Jake) Fiddick and Anne Binder, of which Mr. Malka is the chair. The Board has determined that each of the members of the Audit Committee is independent as determined under Rule 10A-3 of the Exchange Act and Rule 5605(c)(2) of the Nasdaq Stock Market LLC (“Nasdaq”) Rules (the “Nasdaq Rules”).

MINE SAFETY DISCLOSURE

Not applicable.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

Since the beginning of the last completed financial year, the Company has not been required to prepare an accounting restatement that required recovery of erroneously awarded compensation pursuant to the Company’s Executive Compensation Clawback Policy (the “Executive Compensation Clawback Policy”), nor was there an outstanding balance as of the end of the last completed financial year of erroneously awarded compensation to be recovered from the application of the Executive Compensation Clawback Policy to a prior restatement.

CORPORATE GOVERNANCE PRACTICES

The common shares in the capital of the Company are listed on the Global Market of Nasdaq. A foreign private issuer listed on Nasdaq may follow the practice in such company's home country in lieu of certain provisions of the Rules

5600 and the Rules 5250(b)(3) and 5250(d) of the Nasdaq Rules (the “Subject Nasdaq Rules”). A foreign private issuer that elects to follow their home country practice in lieu of a requirement of the Subject Nasdaq Rules shall make appropriate disclosures in the Company’s annual filings with the SEC.

The Company is not relying on any exemptions available to foreign private issuers in relation to the requirements of the Subject Nasdaq Rules.

UNDERTAKINGS

The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, the securities registered pursuant to Form 40-F; information relating to the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

The Registrant has previously filed a Form F-X in connection with the class of securities in relation to which the obligation to file this report arises.

Any change to the name or address of the agent for service of process of the registrant shall be communicated promptly to the Commission by an amendment to the Form F-X referencing the file number of the Registrant.

EXHIBIT INDEX

The following documents are being filed with the SEC as exhibits to this Annual Report.

Exhibit No.	Description
97	Executive Compensation Clawback Policy dated September 20, 2024
99.1	Annual Information Form of the Company for the financial year ended December 31, 202 5
99.2	Audited annual consolidated financial statements for the financial year ended December 31, 202 5
99.3	Management’s discussion and analysis for the financial year ended December 31, 202 5
99.4	Certificate of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act
99.5	Certificate of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act
99.6	Certificate of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.7	Certificate of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.8	Consent of Ziv Haft Certified Public Accountants (Isr.) (PCAOB ID No. 1185)
99.9	Code of Business Conduct and Ethics dated September 20, 2024
[101.INS]	[XBRL Instance Document]
[101.SCH]	[XBRL Taxonomy Extension Schema Document]
[101.CAL]	[XBRL Taxonomy Extension Calculation Linkbase Document]
[101.DEF]	[XBRL Taxonomy Definition Linkbase Document]
[101.LAB]	[XBRL Taxonomy Extension Label Linkbase Document]
[101.PRE]	[XBRL Taxonomy Extension Presentation Linkbase Document]
[104]	[Cover Page from this Annual Report on Form 40-F, formatted as Inline XBRL]

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereto duly authorized.

BIOHARVEST SCIENCES INC.

/s/ Ilan Sobel

_____________________________

Name: Ilan Sobel

Title: Chief Executive Officer

Date: March 31, 2026

SEC Form 40-F filed by BioHarvest Sciences Inc.