Statistici de bază
| CIK | 1826397 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to AgriFORCE Growing Systems ltd - Warrants (14/06/2026)
SEC Filings (Chronological Order)
Această pagină oferă o listă completă, cronologică, a dosarelor SEC, cu excepția dosarelor de proprietate pe care le oferim în altă parte.
| May 29, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2026 AVAX ONE TECHNOLOGY, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia A1 001-40578 00-0000000 (State or other jurisdiction (Commission (IRS Employ |
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| May 15, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2026 AVAX ONE TECHNOLOGY LTD. (Exact Name of Registrant as Specified in Charter) British Columbia A1 001-40578 NA 00-0000000 (State or other jurisdiction of incorporation) (Co |
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| May 15, 2026 |
Exhibit 99.1 AVAX One Reports First Quarter 2026 Financial and Operating Results Continued Execution of Modular AI/HPC Infrastructure Strategy to Capitalize on Accelerating Compute Demand Total AVAX Holdings of Approximately 14 million as of May 14, 2026 WEST PALM BEACH, FL, May 14, 2026 - AVAX One Technology Ltd. (NASDAQ: AVX) (“AVAX One” or the “Company”), today announced its financial and opera |
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| May 15, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40578 AVAX ONE |
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| April 24, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2026 AVAX ONE TECHNOLOGY LTD. (Exact Name of Registrant as Specified in Charter) British Columbia A1 001-40578 NA 00-0000000 (State or other jurisdiction of incorporation) ( |
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| April 24, 2026 |
AVAX One Announces Development of Initial 10 MW Tier 3 AI/HPC Powered Land in Alberta EXHIBIT 99.1 AVAX One Announces Development of Initial 10 MW Tier 3 AI/HPC Powered Land in Alberta Announces Formal and Transformative Expansion into AI/HPC Data Center Infrastructure, Positioning AVAX One at the Intersection of Digital Assets and Compute-Driven Demand WEST PALM BEACH, FL, April 20, 2026 (GLOBE NEWSWIRE) — AVAX One Technology Ltd. (Nasdaq: AVX) (“AVAX One” or the “Company”), today |
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| April 23, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| April 13, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 31, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [ ] to [ ] Commission File Number: 001-40578 AVAX O |
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| March 31, 2026 |
Exhibit 10.13 |
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| March 31, 2026 |
AVAX One Technology Ltd. LIST OF SUBSIDIARIES: Exhibit 21.1 AVAX One Technology Ltd. LIST OF SUBSIDIARIES: AVAX One Operations, Inc. AF Redwater, Inc. AgriFORCE Investments Inc. (US) AGI IP Co. West Pender Holdings, Inc. West Pender Consulting Company un(Think) Food Company un(Think) Food Company Canada Ltd. Radical Technologies, Ltd. |
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| March 31, 2026 |
Exhibit 3.1 |
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| March 31, 2026 |
Exhibit 14.1 2.0 BUSINESS ETHICS 2.1 Company Ethics & Conduct The successful business operation and reputation of AgriFORCE™ is built upon the principles of fair dealing and ethical conduct of our employees. Our reputation for integrity and excellence requires careful observance of the spirit and letter of all applicable laws and regulations, as well as the highest regard for standards of conduct |
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| March 19, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2026 AVAX ONE TECHNOLOGY LTD. (Exact Name of Registrant as Specified in Charter) British Columbia A1 001-40578 NA 00-0000000 (State or other jurisdiction of incorporation) ( |
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| March 18, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2026 AVAX ONE TECHNOLOGY LTD. (Exact Name of Registrant as Specified in Charter) British Columbia A1 001-40578 NA 00-0000000 (State or other jurisdiction of incorporation) ( |
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| March 12, 2026 |
AVAX One Technology Ltd. Common Shares Up to 588,084 Common Shares Filed pursuant to Rule 424(b)(5) Registration No. 333-291977 PROSPECTUS SUPPLEMENT (to prospectus dated January 20, 2026) AVAX One Technology Ltd. Common Shares Up to 588,084 Common Shares Pursuant to this prospectus, the selling shareholders of AVAX One Technology Ltd. (the “Company”), identified in this prospectus (the “selling shareholders”) may offer common shares, without par value (“common s |
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| March 12, 2026 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 12, 2026 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 12, 2026 REGISTRATION NO. |
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| February 9, 2026 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 9, 2026 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 9, 2026 REGISTRATION NO. |
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| February 9, 2026 |
Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-3 (Form Type) AVAX One Technology Ltd. |
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| January 28, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2026 AVAX ONE TECHNOLOGY LTD. (Exact Name of Registrant as Specified in Charter) British Columbia A1 001-40578 NA 00-0000000 (State or other jurisdiction of incorporation) |
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| January 28, 2026 |
Exhibit 99.1 AVAX One Provides Strategic Update on AVAX Treasury and Ongoing Growth Initiatives Company Details Execution Across Staking, Validator Infrastructure, Fintech M&A Strategy, and Capital Allocation WEST PALM BEACH, FL, January 28, 2026 — AVAX One Technology Ltd. (Nasdaq: AVX) (“AVAX One” or the “Company”), today provided an update on its strategic priorities and ongoing initiatives desi |
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| January 27, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2026 AVAX ONE TECHNOLOGY LTD. (Exact Name of Registrant as Specified in Charter) British Columbia A1 001-40578 NA 00-0000000 (State or other jurisdiction of incorporation) |
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| January 27, 2026 |
Exhibit 99.2 AVAX One Highlights Institutional Onchain Finance Strategy in New Investor Presentation Presentation Outlines Executive Leadership, AVAX Treasury Strategy, and Fintech M&A Framework WEST PALM BEACH, FL, January 27, 2026 — AVAX One Technology Ltd. (Nasdaq: AVX) (“AVAX One” or the “Company”), today highlighted its institutional onchain finance strategy and operating playbook in its new |
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| January 27, 2026 |
Exhibit 99.1 |
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| January 26, 2026 |
AVAX One Technology Ltd. Common Shares Up to 73,849,958 Common Shares Filed pursuant to Rule 424(b)(5) Registration No. 333-291977 PROSPECTUS SUPPLEMENT (to prospectus dated January 20, 2026) AVAX One Technology Ltd. Common Shares Up to 73,849,958 Common Shares Pursuant to this prospectus, the selling shareholders of AVAX One Technology Ltd. (the “Company”), identified in this prospectus (the “selling shareholders”) may offer common shares, without par value (“commo |
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| January 26, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2026 AVAX ONE TECHNOLOGY LTD. (Exact Name of Registrant as Specified in Charter) British Columbia A1 001-40578 NA00-0000000 (State or other jurisdiction of incorporation) |
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| January 9, 2026 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 9, 2026 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 9, 2026 REGISTRATION NO. |
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| December 5, 2025 |
Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-3 (Form Type) AVAX One Technology Ltd. |
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| December 5, 2025 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 5, 2025 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 5, 2025 REGISTRATION NO. |
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| November 20, 2025 |
AVAX One (NASDAQ: AVX) has authorized a Exhibit 99.2 AVAX One (NASDAQ: AVX) has authorized a $40M share repurchase program, reinforcing our long-term conviction in the platform we’re building and the value we aim to deliver for shareholders. Today’s market presents a compelling opportunity to invest in ourselves. This decision reflects disciplined capital allocation and the confidence we have in AVAX One’s strategy as we scale the on-ch |
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| November 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2025 AVAX ONE TECHNOLOGY LTD. (Exact Name of Registrant as Specified in Charter) British Columbia A1 001-40578 00-0000000NA (State or other jurisdiction of incorporation) |
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| November 20, 2025 |
AVAX One Announces Authorization of $40 Million Share Repurchase Program Exhibit 99.1 AVAX One Announces Authorization of $40 Million Share Repurchase Program News provided by AVAX One Technology Ltd Nov 20, 2025, 08:30 ET Share this article ● ● ● ● ● ● VANCOUVER, BC and WEST PALM BEACH, Fla., Nov. 20, 2025 /PRNewswire/ - AVAX One Technology Ltd. (Nasdaq:AVX) (“AVAX One” or the “Company”), today announced that its Board of Directors (the “Board”) has authorized a share |
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| November 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40578 AVAX |
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| November 14, 2025 |
Exhibit 10.2 |
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| November 14, 2025 |
Exhibit 10.1 |
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| November 14, 2025 |
Exhibit 10.3 |
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| November 13, 2025 |
Exhibit 99.1 AgriFORCE Growing Systems Ltd. Announces Corporate Name Change to AVAX One Technology Ltd.; Ticker Symbol Change to AVX VANCOUVER, BC and WEST PALM BEACH, FL, November 12, 2025 /PRNewswire/ – AgriFORCE Growing Systems Ltd. (Nasdaq: AGRI) (the “Company”) today announced that it will officially change its name to AVAX One Technology Ltd. and begin trading its common shares under its new |
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| November 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2025 AVAX ONE TECHNOLOGY LTD. (Exact Name of Registrant as Specified in Charter) British Columbia A1 001-40578 00-0000000 NA (State or other jurisdiction of incorporation |
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| November 13, 2025 |
Exhibit 99.3 |
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| November 13, 2025 |
SOCIAL COPY (Both Linkedin + X) Exhibit 99.2 SOCIAL COPY (Both Linkedin + X) It’s official: the AVX ticker is live! We have now fully transitioned to AVAX One (NASDAQ: AVX), the first publicly traded vehicle designed to give investors institutional-grade access to the onchain financial economy, powered by the Avalanche network. With this update, allow us to reintroduce ourselves ⬇️ →Our Mission To give investors regulated exposu |
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| November 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2025 AVAX ONE TECHNOLOGY LTD. AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia A1 001-40578 00-0000000 NA (State or othe |
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| November 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2025 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia A1 001-40578 NA (State or other jurisdiction (Commission (IRS Empl |
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| November 6, 2025 |
Exhibit 4.1 EXHIBIT B Form of Pre-Funded Warrant THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, A |
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| November 6, 2025 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 30, 2025, between AgriFORCE Growing Systems Ltd., a British Columbia corporation (the “Company”), and each of the holders signatory hereto (each such purchaser, a “Holder” and, collectively, the “Holders”). WHEREAS: A. On the date of this Agreement, the Company is |
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| November 6, 2025 |
Exhibit 10.1 STRATEGIC ADVISOR AGREEMENT This Strategic Advisor Agreement (the “Agreement”) is entered into as of October [●], 2025, by and between Agriforce Growing Systems, Ltd., a corporation incorporated and organized under the laws to the Province of British Columbia with its principal place of business at 800-525 WEST 8TH AVENUE, VANCOUVER, British Columbia, Canada, V5Z 1C6 (“Company”), and |
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| November 6, 2025 |
Exhibit 10.3 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”), dated as of October [●], 2025, is between AgriFORCE Growing Systems Ltd., a company existing under the laws of the Province of British Columbia (the “Corporation”) and [DIRECTOR] (the “Indemnitee”). WHEREAS, the Indemnitee is either a director, an officer or a director and officer of the Corporation; and WHEREAS, |
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| October 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2025 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia A1 001-40578 00-0000000 (State or other jurisdiction (Commission ( |
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| October 27, 2025 |
Exhibit 99.1 AgriFORCE Growing Systems (AGRI) Announces Shareholder Approval in Support of First Publicly-Traded Avalanche-Focused Company on Nasdaq NEW YORK, Oct. 27, 2025 /PRNewswire/ – AgriFORCE Growing Systems Ltd. (Nasdaq: AGRI) (the “Company”) announced today that it has obtained shareholder approval to complete its previously announced transaction in support of becoming the first publicly-t |
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| October 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2025 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia A1 001-40578 00-0000000 (State or other jurisdiction (Commission ( |
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| October 23, 2025 |
AGRIFORCE GROWING SYSTEMS LTD. Common Stock (no par value per share) Sales Agreement Exhibit 1.1 AGRIFORCE GROWING SYSTEMS LTD. Common Stock (no par value per share) Sales Agreement October 21, 2025 Yorkville Securities, LLC 1012 Springfield Avenue Mountainside, NJ 07092 Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC 3 Columbus Circle, Floor 24 New York, NY 10019 Ladies and Gentlemen: AgriFORCE Growing Systems Ltd., a corporation formed under the Bu |
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| October 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A filed on October 23, 2025 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) |
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| October 22, 2025 |
AgriForce Growing Systems, Ltd. Common Stock Up to $3,457,461 Filed pursuant to Rule 424(b)(5) Registration No. 333-266722 PROSPECTUS SUPPLEMENT (to prospectus dated August 18,2022) AgriForce Growing Systems, Ltd. Common Stock Up to $3,457,461 We have entered into a Sales Agreement, or sales agreement, with Yorkville Securities, LLC and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Sales Agents”) relating to shares of o |
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| October 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [—Date—] to [—Date—] Commission File Number: 001-40 |
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| October 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| September 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A filed on September 30, 2025 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)( |
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| September 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A filed on September 25, 2025 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)( |
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| September 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A filed on September 23, 2025 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)( |
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| September 22, 2025 |
SUBSCRIPTION AGREEMENT (LOCKED AVAX CONTRIBUTION) Exhibit 10.2 SUBSCRIPTION AGREEMENT (LOCKED AVAX CONTRIBUTION) This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September 22, 2025, by and among Agriforce Growing Systems, Ltd., a corporation incorporated and organized under the laws of the Province of British Columbia (the “Issuer”), and the undersigned investors (collectively, the “Subscribers” and each a “Subscribe |
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| September 22, 2025 |
Exhibit 99.1 AgriFORCE Growing Systems (AGRI) to Launch as First Publicly-Traded Avalanche-Focused Company on NASDAQ with a $550 Million Capital Raise Strategy Advised by Leaders from Coinbase and SkyBridge Capital, and Led by a Team from Citi, Mastercard, and BlackRock, Company Will Provide Pure-Play Exposure to Avalanche, the Platform for Onchain Finance New York, NY – September 22, 2025 – AgriF |
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| September 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| September 22, 2025 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September 22, 2025, by and among Agriforce Growing Systems, Ltd., a corporation incorporated and organized under the laws of the Province of British Columbia (the “Issuer”), and the undersigned investors (collectively, the “Subscribers” and each a “Subscriber”). This Subscription Agre |
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| September 22, 2025 |
Exhibit 99.2 |
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| September 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A filed on September 22, 2025 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)( |
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| September 22, 2025 |
Exhibit 10.3 ASSET MANAGEMENT AGREEMENT This ASSET MANAGEMENT AGREEMENT (this “Agreement”), dated September 18, 2025 and effective on the closing date of the PIPE Financing (as defined below, and such date, the “Effective Date”), is entered into by and between Agriforce Growing Systems Ltd. (the “Client”) and Hivemind Capital Partners, LLC (the “Asset Manager” and, together with the Client, the “P |
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| September 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 18, 2025 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 00-0000000 NA (State or other jurisdiction of incorpor |
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| September 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2025 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 NA 00-0000000 (State or other jurisdiction of incorpor |
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| August 15, 2025 |
Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-3 (Form Type) AgriForce Growing Systems, Ltd. |
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| August 15, 2025 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST __, 2025 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST , 2025 REGISTRATION NO. |
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| August 14, 2025 |
Amendment to the ATM Agreement Exhibit 99.1 |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40578 AGRIFORCE |
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| August 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2025 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 NA 00-0000000 (State or other jurisdiction of incorporatio |
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| August 4, 2025 |
Common Stock AgriForce Growing Systems, Ltd. Filed pursuant to Rule 424(b)(5) Registration No. 333-266722 AMENDMENT NO. 2 TO PROSPECTUS SUPPLEMENT (to prospectus supplements dated September 20, 2024 and October 28, 2024, which are supplements to prospectus dated August 18, 2022) Common Stock AgriForce Growing Systems, Ltd. $2,002,676 This Amendment No. 2 to prospectus supplement relates to the prospectus supplement (dated September 10, 2024) |
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| June 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2025 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 NA 00-0000000 (State or other jurisdiction of incorporation) |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40578 AGRIFORCE |
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| May 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 DEFINITIVE SCHEDULE 14A, filed on May 2, 2025 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a- |
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| May 9, 2025 |
AGRIFORCE GROWING SYSTEMS, LTD. 300-2233 Columbia Street Vancouver, BC V5Y0M6 AGRIFORCE GROWING SYSTEMS, LTD. 300-2233 Columbia Street Vancouver, BC V5Y0M6 May 9, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: AgriForce Growing Systems, Ltd. Registration Statement on Form S-1 File No. 333-284736 REQUEST FOR ACCELERATION OF EFFECTIVENESS Gentlepersons: Pursuant to Rule 461 promulgated under |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2025 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 NA 00-0000000 (State or other jurisdiction of incorporation) |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2025 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 NA 00-0000000 (State or other jurisdiction of incorporation) |
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| May 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| May 1, 2025 |
Letter from Marcum, dated May 1, 2025 Exhibit 16.1 May 1, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by AgriFORCE Growing Systems Ltd. under Item 4.01 of its Form 8-K dated May 1, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of AgriFORCE Growing Systems Ltd |
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| May 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2025 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 NA (State or other jurisdiction of incorporation) (Commission |
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| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-K Form 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [—Date—] to [—Date—] |
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| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def |
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| April 25, 2025 |
Bald Eagle Mining, LLC Asset Purchase Agreement ************ Exhibit 10.25 |
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| April 25, 2025 |
Redwater Alberta Canada Mining Acquisition Agreement ************ Exhibit 10.23 |
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| April 25, 2025 |
April 25, 2025 United States Securities and Exchange Commission Washington, D.C. 20549 Re: Agriforce Growing Systems, Ltd. Registration Statement on Form S-1 Filed February 6, 2025 File No. 333-284736 Gentlepersons: We have reviewed your comment letter, dated February 27, 2025 and have the following responses. To facilitate review, we have reproduced your comments in bold type and have inserted ou |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2025 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia A1 001-40578 NA 00-0000000 (State or other jurisdiction of incorpora |
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| April 25, 2025 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 25, 2025 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 25, 2025 REGISTRATION NO. |
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| April 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def |
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| April 7, 2025 |
Policy for the Recovery of Erroneously Awarded Compensation EXHIBIT 97 AGRIFORCE GROWING SYSTEMS, LTD. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION 1. OVERVIEW 1.1. In accordance with Nasdaq Rule 5608, Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of AgriForce Growing Systems, Ltd. (the “Company”) has adopted this Policy (the “Policy”) t |
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| April 7, 2025 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information is based upon the historical financial statements of AgriFORCE Growing Systems Ltd. (“AgriFORCE”) after giving effect to the January 17, 2025 acquisition of the Bitcoin mining operations of Bald Eagle Mining, LLC (“Bald Eagle”). The Company paid total |
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| April 7, 2025 |
Redwater Alberta Canada Mining Acquisition Agreement** Exhibit 10.23 |
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| April 7, 2025 |
Exhibit 14.1 2.0 BUSINESS ETHICS 2.1 Company Ethics & Conduct The successful business operation and reputation of AgriFORCE™ is built upon the principles of fair dealing and ethical conduct of our employees. Our reputation for integrity and excellence requires careful observance of the spirit and letter of all applicable laws and regulations, as well as the highest regard for standards of conduct |
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| April 7, 2025 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2025 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) A1 00-0000000 British Columbia 001-40578 NA (State or other jurisdiction of incor |
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| April 7, 2025 |
Bald Eagle Mining, LLC Asset Purchase Agreement** Exhibit 10.25 |
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| April 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [—Date—] to [—Date—] Commission File Number: 001-40 |
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| April 7, 2025 |
Exhibit 21.1 AgriFORCE Growing Systems Ltd. LIST OF SUBSIDIARIES : un(Think) Food Company Canada Ltd. AgriFORCE Investments Inc. West Pender Holdings, Inc. AGI IP Co. West Pender Consulting Company un(Think) Food Company AgriFORCE Europe BV AgriFORCE Belgium BV GrowForce BV AgriFORCE (Barbados) Ltd. |
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| April 7, 2025 |
Exhibit 99.1 BITCOIN MINING OPERATIONS OF BALD EAGLE MINING LLC SPECIAL PURPOSE CARVE-OUT FINANCIAL STATEMENTS OF BITCOIN MINING OPERATIONS OF BALD EAGLE MINING, LLC (A CARVE-OUT OF BALD EAGLE MINING, LLC) FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 BITCOIN MINING OPERATIONS OF BALD EAGLE MINING LLC (A CARVE-OUT OF BALD EAGLE MINING, LLC) TABLE OF CONTENTS Independent Auditors’ Report 1-2 Speci |
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| April 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o |
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| March 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2025 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 NA (State or other jurisdiction of incorporation) (Commissi |
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| March 10, 2025 |
AgriFORCE Growing Systems Ltd. Announces Chief Financial Officer Transition Exhibit 99.1 AgriFORCE Growing Systems Ltd. Announces Chief Financial Officer Transition Vancouver, B.C., March 4, 2025 – AgriFORCE Growing Systems Ltd. (Nasdaq: AGRI), a leading provider of sustainable Bitcoin mining and agriculture solutions, today announced a mutual agreement with its Chief Financial Officer, Richard Wong, to conclude his contract. This transition is not classified as a resigna |
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| February 27, 2025 |
February 27, 2025 Jolie Kahn Chief Executive Officer AGRIFORCE GROWING SYSTEMS LTD. |
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| February 6, 2025 |
Exhibit 107 FILING FEES CALCULATION OF REGISTRATION FEE Title of each class of Securities to be registered Amount to be registered(1) Proposed maximum offering price per share(2) Proposed maximum aggregate offering price(2) Amount of registration fee(3) Common stock, no par value per share 9,698,474 $ 2. |
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| February 6, 2025 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 6, 2025 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 6, 2025 REGISTRATION NO. |
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| January 30, 2025 |
Exhibit 99.1 |
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| January 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2025 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 NA (State or other jurisdiction of incorporation) (Commi |
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| January 24, 2025 |
Exhibit 99.1 AgriFORCE Growing Systems Appoints Dr. Barrett Mooney as its COO, Strengthening Commitment to Technological Innovation in Sustainable Agriculture and Cryptocurrency Mining Vancouver, Canada, January 21, 2025 — AgriFORCE Growing Systems Ltd. (NASDAQ: AGRI), a technology-driven company committed to sustainable innovation, today announced the appointment of Barrett Mooney, Ph.D., as its |
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| January 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2025 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 NA (State or other jurisdiction of incorporation) (Commi |
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| January 16, 2025 |
Form of Registration Rights Agreement EXHIBIT 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as January , 2025, between AgriFORCE Growing Systems Ltd., a British Columbia corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securi |
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| January 16, 2025 |
EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January , 2025, between AgriFORCE Growing Systems Ltd., a British Columbia corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the term |
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| January 16, 2025 |
EXHIBIT 10.5 SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE, dated as of January 16, 2025 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of |
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| January 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2025 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 NA (State or other jurisdiction of incorporation) (Commi |
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| January 16, 2025 |
EXHIBIT 10.2 EXHIBIT A NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFEC |
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| January 16, 2025 |
EXHIBIT 10.3 EXHIBIT C NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECT |
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| January 16, 2025 |
EXHIBIT 10.6 SECURITY AGREEMENT THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) executed on January , 2025 and becoming effective on the Effective Date, between AgriFORCE Growing Systems Ltd. (the Company, each Material Subsidiary, and each other Person who becomes a party to this Agreement by execution of a joinder in the form |
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| December 4, 2024 |
Exhibit 99.1 AgriFORCE Growing Systems Acquires Alberta Bitcoin Mining Facility, Unlocking Revolutionary Synergies in Technology, Agriculture, and Sustainability VANCOUVER, British Columbia, Dec. 03, 2024 (GLOBE NEWSWIRE) — AgriFORCE Growing Systems Ltd. (NASDAQ: AGRI), a leading intellectual property-driven technology company, is pleased to announce the completion of its acquisition of a bitcoin |
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| December 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer |
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| November 29, 2024 |
Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 25, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer |
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| November 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| November 21, 2024 |
DEFA14A 1 formdefa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) |
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| November 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACMT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40578 AGRI |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report |
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| November 13, 2024 |
Exhibit 99.1 AgriFORCE Provides Program Update Highlighting the Strategic Advancement of its Sustainable Technology Solutions Initiatives Letter of Intent signed to purchase Alberta, Canada Bitcoin mining facility with 1.2MW capacity and significant opportunity to capture carbon offsets VANCOUVER, British Columbia, November 13, 2024 (GLOBE NEWSWIRE) — AgriFORCE Growing Systems Ltd. (the “Company”) |
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| November 13, 2024 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 None (State or other jurisdiction (Commission (IRS Empl |
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| October 29, 2024 |
Exhibit 99.1 |
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| October 29, 2024 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer o |
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| October 28, 2024 |
Common Stock AgriForce Growing Systems, Ltd. Filed pursuant to Rule 424(b)(5) Registration No. 333-266722 AMENDMENT NO. 1 TO PROSPECTUS SUPPLEMENT (to prospectus supplement dated September 10, 2024, which is a supplement to prospectus dated August 18, 2022) Common Stock AgriForce Growing Systems, Ltd. $2,116,746 This Amendment No. 1 to prospectus supplement relates to the prospectus supplement (dated September 10, 2024) to Registration State |
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| October 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| October 16, 2024 |
Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 14, 2024 (the “Effective Date”) by and among AgriForce Growing Systems, Ltd.. (the “Company” and (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth herein, the Purchaser desires to purchase, and the Company desires to sell, 8,000,000 shares (the “Shares”) o |
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| October 16, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer o |
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| October 15, 2024 |
$800,000 AGRIFORCE GROWING SYSTEMS, LTD. Common Stock Filed pursuant to Rule 424(b)(4) Registration No. 333-266722 PROSPECTUS SUPPLEMENT (To prospectus dated August 18, 2022) $800,000 AGRIFORCE GROWING SYSTEMS, LTD. Common Stock We have entered into stock purchase agreements with two institutional investors at a price per share of $.05 for a total of 16 million shares or $800,000. Our common stock is traded on the Nasdaq Capital Market, or Nasdaq, un |
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| October 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| October 3, 2024 |
Exhibit 99.1 |
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| October 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer |
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| September 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer |
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| September 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer |
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| September 16, 2024 |
AgriFORCE Growing Systems Ltd. Up to $[●] of Common Shares equity distribution AGREEMENT Exhibit 99.1 AgriFORCE Growing Systems Ltd. Up to $[●] of Common Shares equity distribution AGREEMENT September [●], 2024 Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022 Ladies and Gentlemen: AgriFORCE Growing Systems Ltd., a corporation formed under the Business Corporations Act (British Columbia) (the “Company”), proposes to issue and sell through Maxim Group LLC, as exclusi |
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| September 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer |
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| September 10, 2024 |
$3,080,000 AGRIFORCE GROWING SYSTEMS, LTD. Common Stock Filed pursuant to Rule 424(b)(5) Registration No. 333-266722 PROSPECTUS SUPPLEMENT (To prospectus dated August 18, 2022) $3,080,000 AGRIFORCE GROWING SYSTEMS, LTD. Common Stock We have entered into an Equity Distribution Agreement, or sales agreement, with Maxim Group LLC, or Maxim, relating to shares of our common stock offered by this prospectus supplement. In accordance with the terms of the sa |
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| August 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer of |
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| August 23, 2024 |
Exhibit 99.1 Execution Copy ASSET PURCHASE AGREEMENT by and between RADICAL CLEAN SOLUTIONS LTD. and AGRIFORCE GROWING SYSTEMS, LTD. dated as of August 19, 2024 1 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of August 15, 2024 (“Effective Date”), is entered into by and between Radical Clean Solutions Ltd., a Nevada corporation (“Seller”) and AgriForce Growing |
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| August 23, 2024 |
Exhibit 99.2 CONSULTING AGREEMENT This Agreement is made as of the 20th day of August, 2024 (the “Effective Date”) BETWEEN: AgriFORCE GROWING SYSTEMS LTD. having offices at 300-2233 Columbia Street, Vancouver, BC, Canada VSV 0M6 (the “Company’’) AND: Roger M. Slotkin, having an address at 82 Pacific Blvd., Long Beach, NY 11561 (the “Consultant”) WHEREAS: A. The Company is carrying on business as a |
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| August 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACMT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40578 AGRIFORCE |
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| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| August 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer of |
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| July 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer of in |
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| June 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer of i |
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| June 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer of in |
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| June 3, 2024 |
AGRIFORCE GROWING SYSTEMS, LTD. 300-2233 Columbia Street Vancouver, BC V5Y0M6 AGRIFORCE GROWING SYSTEMS, LTD. 300-2233 Columbia Street Vancouver, BC V5Y0M6 June 3, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: AgriForce Growing Systems, Ltd. Registration Statement on Form S-1 File No. 333-279154 REQUEST FOR ACCELERATION OF EFFECTIVENESS Gentlepersons: Pursuant to Rule 461 promulgated under |
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| June 3, 2024 |
AGRIFORCE GROWING SYSTEMS, LTD. 300-2233 Columbia Street Vancouver, BC V5Y0M6 AGRIFORCE GROWING SYSTEMS, LTD. 300-2233 Columbia Street Vancouver, BC V5Y0M6 June 3, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: AgriForce Growing Systems, Ltd. Registration Statement on Form S-1 File No. 333-279154 REQUEST FOR ACCELERATION OF EFFECTIVENESS Gentlepersons: Pursuant to Rule 461 promulgated under |
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| May 31, 2024 |
Exhibit 107 FILING FEES CALCULATION OF REGISTRATION FEE Title of each class of Securities to be registered Amount to be registered(1) Proposed maximum offering price per share(2) Proposed maximum aggregate offering price(2) Amount of registration fee(3) Common stock, no par value per share 35,778,875 $ 0. |
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| May 31, 2024 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 2024 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 2024 REGISTRATION NO. |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACMT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40578 AGRIFORC |
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| May 14, 2024 |
AGRIFORCE GROWING SYSTEMS, LTD. 300-2233 Columbia Street Vancouver, BC V5Y0M6 AGRIFORCE GROWING SYSTEMS, LTD. 300-2233 Columbia Street Vancouver, BC V5Y0M6 May 14, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: AgriForce Growing Systems, Ltd. Registration Statement on Form S-1 File No. 333-279154 WITHDRAWAL OF REQUEST FOR ACCELERATION OF EFFECTIVENESS Gentlepersons: AgriForce Growing System |
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| May 13, 2024 |
AGRIFORCE GROWING SYSTEMS, LTD. 300-2233 Columbia Street Vancouver, BC V5Y0M6 AGRIFORCE GROWING SYSTEMS, LTD. 300-2233 Columbia Street Vancouver, BC V5Y0M6 May 13, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: AgriForce Growing Systems, Ltd. Registration Statement on Form S-1 File No. 333-279154 REQUEST FOR ACCELERATION OF EFFECTIVENESS Gentlepersons: Pursuant to Rule 461 promulgated under |
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| May 10, 2024 |
United States securities and exchange commission logo May 10, 2024 Richard Wong Chief Financial Officer AGRIFORCE GROWING SYSTEMS LTD. |
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| May 10, 2024 |
AGRIFORCE GROWING SYSTEMS, LTD. 300-2233 Columbia Street Vancouver, BC V5Y0M6 AGRIFORCE GROWING SYSTEMS, LTD. 300-2233 Columbia Street Vancouver, BC V5Y0M6 May 10, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: AgriForce Growing Systems, Ltd. Registration Statement on Form S-1 File No. 333-279154 REQUEST FOR ACCELERATION OF EFFECTIVENESS Gentlepersons: Pursuant to Rule 461 promulgated under |
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| May 7, 2024 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 7, 2024 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 7, 2024 REGISTRATION NO. |
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| May 7, 2024 |
Exhibit 107 FILING FEES CALCULATION OF REGISTRATION FEE Title of each class of Securities to be registered Amount to be registered(1) Proposed maximum offering price per share(2) Proposed maximum aggregate offering price(2) Amount of registration fee(3) Common stock, no par value per share 32,528,240 $ 0. |
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| May 6, 2024 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 2024 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 2024 REGISTRATION NO. |
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| May 6, 2024 |
Exhibit 107 FILING FEES CALCULATION OF REGISTRATION FEE Title of each class of Securities to be registered Amount to be registered(1) Proposed maximum offering price per share(2) Proposed maximum aggregate offering price(2) Amount of registration fee(3) Common stock, no par value per share 8,717,454 $ 0. |
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| April 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer of |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [—Date—] to [—Date—] Commission File Number: 001-40 |
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| April 1, 2024 |
Policy for the Recovery of Erroneously Awarded Compensation EXHIBIT 97 AGRIFORCE GROWING SYSTEMS, LTD. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION 1. OVERVIEW 1.1. In accordance with Nasdaq Rule 5608, Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of AgriForce Growing Systems, Ltd. (the “Company”) has adopted this Policy (the “Policy”) t |
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| April 1, 2024 |
Exhibit 14.1 2.0 BUSINESS ETHICS 2.1 Company Ethics & Conduct The successful business operation and reputation of AgriFORCE™ is built upon the principles of fair dealing and ethical conduct of our employees. Our reputation for integrity and excellence requires careful observance of the spirit and letter of all applicable laws and regulations, as well as the highest regard for standards of conduct |
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| April 1, 2024 |
Exhibit 21.1 AgriFORCE Growing Systems Ltd. LIST OF SUBSIDIARIES : un(Think) Food Company Canada Ltd. AgriFORCE Investments Inc. West Pender Holdings, Inc. AGI IP Co. West Pender Consulting Company un(Think) Food Company AgriFORCE Europe BV AgriFORCE Belgium BV GrowForce BV AgriFORCE (Barbados) Ltd. |
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| February 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer |
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| February 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer |
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| February 20, 2024 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer |
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| February 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer |
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| January 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer o |
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| January 26, 2024 |
AGRIFORCE GROWING SYSTEMS, LTD. Common Stock Filed pursuant to Rule 424(b)(3) Registration No. 333-276151 AGRIFORCE GROWING SYSTEMS, LTD. Common Stock This prospectus related to the offer and sale from time to time of up to 8,717,454 shares of common stock of AgriFORCE Growing Systems, Ltd. by the selling stockholders identified in this prospectus. The number of shares offered for sale by the selling stockholders consists of up to 8,717,454 |
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| January 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer of |
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| December 21, 2023 |
United States securities and exchange commission logo December 21, 2023 Richard Wong Interim Chief Executive Officer and Chief Financial Officer AgriFORCE Growing Systems, Ltd. |
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| December 21, 2023 |
AGRIFORCE GROWING SYSTEMS, LTD. 300-2233 Columbia Street Vancouver, BC V5Y0M6 AGRIFORCE GROWING SYSTEMS, LTD. 300-2233 Columbia Street Vancouver, BC V5Y0M6 December 21, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: AgriForce Growing Systems, Ltd. Registration Statement on Form S-1 File No. 333-276151 REQUEST FOR ACCELERATION OF EFFECTIVENESS Gentlepersons: Pursuant to Rule 461 promulgated |
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| December 20, 2023 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 19, 2023 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 19, 2023 REGISTRATION NO. |
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| December 20, 2023 |
Exhibit 107 FILING FEES CALCULATION OF REGISTRATION FEE Title of each class of Securities to be registered Amount to be registered(1) Proposed maximum offering price per share(2) Proposed maximum aggregate offering price(2) Amount of registration fee(3) Common stock, no par value per share 8,717,454 $ 0. |
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| December 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2023 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer o |
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| November 27, 2023 |
AGRIFORCE GROWING SYSTEMS, LTD. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION EXHIBIT 99.1 AGRIFORCE GROWING SYSTEMS, LTD. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION 1. OVERVIEW 1.1. In accordance with Nasdaq Rule 5608, Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of AgriForce Growing Systems, Ltd. (the “Company”) has adopted this Policy (the “Policy”) |
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| November 27, 2023 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2023 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction of incorporation) (Commiss |
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| November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACMT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40578 AGRI |
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| October 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2023 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer o |
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| October 6, 2023 |
Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2023 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer of |
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| September 29, 2023 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2023 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer |
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| September 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2023 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer |
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| September 8, 2023 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2023 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer |
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| August 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| August 10, 2023 |
CONSENT AND WAIVER AMONG AGRIFORCE GROWTH SYSTEMS LTD. August 9, 2023 EXHIBIT 99.1 CONSENT AND WAIVER AMONG AGRIFORCE GROWTH SYSTEMS LTD. AND PURCHASER August 9, 2023 1. The parties are the maker and payee, respectively, of A certain 8% Senior Convertible Debenture due July 17, 2025. 2. The Company wishes to make Monthly Redemptions in shares of the Company’s Common Stock in lieu of cash payments, until further written notice from the Company to the Purchaser. 3. Pu |
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| August 10, 2023 |
Other Events, Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer of |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def |
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| August 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACMT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40578 AGRIFORCE |
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| August 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| July 18, 2023 |
Exhibit 99.1 AgriFORCE Announces Management Restructuring and Renewed Focus on Organic Growth and Profitability David Welch and John Meekison appointed Co-Chairs of the Board of Directors Richard Wong appointed Interim CEO VANCOUVER, British Columbia, July 18, 2023: AgriFORCE Growing Systems Ltd. (“the Company”) (NASDAQ: AGRI; AGRIW), an agtech company focused on advancing sustainable cultivation |
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| July 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2023 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer of i |
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| June 27, 2023 |
EXHIBIT 99.1 WAIVER AND AMENDMENT Reference is hereby made to that certain Senior Convertible Debenture (“July Note”) dated July 6, 2022, and Senior Convertible Debenture (“January Note”, and with the July Note, the “Notes”) dated January 2023 issued by AgriForce Growing Systems, Ltd. (the “Company”) to (the “Holder”). All capitalized terms used and not defined herein are used as defined in the No |
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| June 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2023 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer of i |
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| June 7, 2023 |
Exhibit 99.1 AgriFORCE Forms Joint Venture with Agrigrada, a Premier Agricultural and Agro-Industrial Consulting Company Joint venture expands AgriFORCE’s global reach and enables growth opportunities VANCOUVER, British Columbia, June 7, 2023 – AgriFORCE Growing Systems Ltd. (“the Company”) (NASDAQ: AGRI; AGRIW), an intellectual property (IP)-focused agtech company dedicated to advancing sustainab |
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| June 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2023 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer of in |
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| June 1, 2023 |
Termination of a Material Definitive Agreement, Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2023 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer of in |
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| June 1, 2023 |
Exhibit 99.1 AgriFORCE formally ends efforts to Acquire Delphy Group BV Decision follows extensive due diligence, as well as careful evaluation of projections and market conditions Progressing with alternative M&A transactions which are expected to be highly synergistic and accretive VANCOUVER, British Columbia, June 1st, 2023 – AgriFORCE Growing Systems Ltd. (“the Company”) (NASDAQ: AGRI; AGRIW), |
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| May 31, 2023 |
PROSPECTUS SUPPLEMENT NO. 1 (to prospectus dated May 31, 2023 AgriForce Growing Systems, Ltd. Filed pursuant to Rule 424(b)(3) Registration No. 333-269669 PROSPECTUS SUPPLEMENT NO. 1 (to prospectus dated May 31, 2023 AgriForce Growing Systems, Ltd. 6,775,581 common shares This prospectus supplement relates to Registration Statement on Form S-1 (File No. 333-269669) declared effective by the Securities and Exchange Commission on or about May 3, 2023 and does not cover securities beyond thos |
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| May 31, 2023 |
AGRIFORCE GROWING SYSTEMS, LTD. Common Stock Filed pursuant to Rule 424(b)(3) Registration No. 333-269669 AGRIFORCE GROWING SYSTEMS, LTD. Common Stock This prospectus related to the offer and sale from time to time of up to 6,775,581 shares of common stock of AgriFORCE Growing Systems, Ltd. by the selling stockholders identified in this prospectus. The number of shares offered for sale by the selling stockholders consists of up to 6,775,581 |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACMT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40578 AGRIFORC |
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| May 3, 2023 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 3, 2023 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 3, 2023 REGISTRATION NO. |
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| May 1, 2023 |
AGRIFORCE GROWING SYSTEMS, LTD. 777 Hornby Street, Suite 600 Vancouver, BC V6Z 1S4 AGRIFORCE GROWING SYSTEMS, LTD. 777 Hornby Street, Suite 600 Vancouver, BC V6Z 1S4 Canada May 1, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: AgriForce Growing Systems, Ltd. Registration Statement on Form S-1 File No. 333-269669 REQUEST FOR ACCELERATION OF EFFECTIVENESS Gentlepersons: Pursuant to Rule 461 promul |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2023 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer of |
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| April 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2023 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer of |
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| March 29, 2023 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 29, 2023 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 29, 2023 REGISTRATION NO. |
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| March 29, 2023 |
Exhibit 107 FILING FEES CALCULATION OF REGISTRATION FEE Title of each class of Securities to be registered Amount to be registered(1) Proposed maximum offering price per share(2) Proposed maximum aggregate offering price(2) Amount of registration fee(3) Common stock, no par value per share 6,755,581 $ 0. |
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| March 29, 2023 |
March 29, 2023 CONFIDENTIAL CORRESPONDENCE Gregory Herberts and Erin Purnell Division of Corporation Finance U. |
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| March 14, 2023 |
Exhibit 14.1 2.0 BUSINESS ETHICS 2.1 Company Ethics & Conduct The successful business operation and reputation of AgriFORCE™ is built upon the principles of fair dealing and ethical conduct of our employees. Our reputation for integrity and excellence requires careful observance of the spirit and letter of all applicable laws and regulations, as well as the highest regard for standards of conduct |
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| March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [—Date—] to [—Date—] Commission File Number: 001-4 |
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| March 14, 2023 |
Exhibit 21.1 AgriFORCE Growing Systems Ltd. LIST OF SUBSIDIARIES: un(Think) Food Company Canada Ltd. AgriFORCE Investments Inc. West Pender Holdings Inc. AGI IP Co. West Pender Management Co. un(Think) Food Company |
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| February 24, 2023 |
United States securities and exchange commission logo February 24, 2023 Richard Wong Chief Financial Officer AgriForce Growing Systems, Ltd 300 2233 Columbia Street Vancouver, BC, Canada V5Y 0M6 Re: AgriForce Growing Systems, Ltd. |
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| February 9, 2023 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 9, 2023 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 9, 2023 REGISTRATION NO. |
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| February 9, 2023 |
EX-FILING FEES 4 ex107.htm FILING FEES Exhibit 107 FILING FEES CALCULATION OF REGISTRATION FEE Title of each class of Securities to be registered Amount to be registered(1) Proposed maximum offering price per share(2) Proposed maximum aggregate offering price(2) Amount of registration fee(3) Common stock, no par value per share 6,755,581 $ 1.22 $ 8,241,809 $ 908.25 Total(5) 6,755,581 $ 1.22 $ 8,24 |
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| January 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2023 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer o |
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| December 19, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2022 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer |
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| December 8, 2022 |
DEFA14A 1 formdefa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934, as Amended Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul |
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| December 7, 2022 |
DEFA14A 1 formdefa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934, as Amended Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul |
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| December 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934, as Amended Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitiv |
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| November 23, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2022 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer |
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| November 16, 2022 |
DEFA14A 1 formdefa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934, as Amended Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACMT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40578 AGRI |
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| November 9, 2022 |
Form of At Market Issuance Sales Agreement Exhibit 99.1 AGRIFORCE GROWING SYSTEMS LTD. Common Shares (no par value per share) At Market Issuance Sales Agreement November 9, 2022 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Ladies and Gentlemen: AgriFORCE Growing Systems Ltd., a corporation formed under the Business Corporations Act (British Columbia) (the ?Company?), confirms its agreement (this ?Agreement?) wit |
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| November 9, 2022 |
AGRIFORCE GROWING SYSTEMS, LTD. Common Stock 424B4 1 form424b4.htm Filed pursuant to Rule 424(b)(4) Registration No. 333-266722 PROSPECTUS SUPPLEMENT (To prospectus dated August 18, 2022) $5,122,648 AGRIFORCE GROWING SYSTEMS, LTD. Common Stock We have entered into an At Market Issuance Sales Agreement, or sales agreement, with B. Riley Securities, Inc., or B. Riley , relating to shares of our common stock offered by this prospectus supplemen |
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| November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| October 28, 2022 |
PREM14A 1 formprem14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted |
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| October 21, 2022 |
PRE 14A 1 formpre14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| October 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| September 26, 2022 |
Amendment to Delphy Agreement********** Exhibit 10.1 |
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| September 26, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2022 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 NA (State or other jurisdiction of incorporation) (Com |
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| September 26, 2022 |
Exhibit 99.1 AgriFORCE Reports Further Progress on Planned Acquisition of Delphy, a Leading European Agriculture/Horticulture and AgTech Consulting Firm Reports reduction in upfront purchase price plus addition of earnout reflecting mutual confidence in the outlook and further alignment of interests September 26, 2022 09:00 ET | Source: Agriforce Growing Systems Ltd. VANCOUVER, British Columbia, S |
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| September 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2022 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 NA (State or other jurisdiction of incorporation) (Com |
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| August 16, 2022 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 15, 2022 S-3/A 1 forms-3a.htm AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 15, 2022 REGISTRATION NO. 333-266722 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AGRIFORCE GROWING SYSTEMS, LTD. (Exact name of registrant as specified in its charter) British Columbia (State or other jur |
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| August 16, 2022 |
Exhibit 107 FILING FEES CALCULATION OF REGISTRATION FEE Title of each class of Securities to be registered Amount to be registered(1) Proposed maximum offering price per unit(2) Proposed maximum aggregate offering price(2) Amount of registration fee(3) Common stock, no par value per share — — — — Preferred stock, no par value per share — — — — Warrants(4) — — — — Units — — — — Total(5) $ 150,000,000 $ 13,905. |
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| August 16, 2022 |
AGRIFORCE GROWING SYSTEMS, LTD. 300 – 2233 Columbia Street Vancouver, BC, Canada V5Y 0M6 CORRESP 1 filename1.htm AGRIFORCE GROWING SYSTEMS, LTD. 300 – 2233 Columbia Street Vancouver, BC, Canada V5Y 0M6 August 16, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: AgriForce Growing Systems, Ltd. Registration Statement on Form S-3 File No. 333-266722 REQUEST FOR ACCELERATION OF EFFECTIVENESS Gentlepersons: |
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| August 16, 2022 |
424B3 1 form424b3.htm Filed pursuant to Rule 424(b)(3) Registration No. 333-266441 PROSPECTUS SUPPLEMENT NO. 1 (to prospectus dated August 1, 2022) AGRIFORCE GROWING SYSTEMS, LTD. 10,423,986 shares of common stock This prospectus supplement relates to Registration Statement on Form S-1 (File No. 333-266441), dated August 1, 2022 and declared effective by the Securities and Exchange Commission on o |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACMT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40578 AGRIFORCE |
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| August 15, 2022 |
AGRIFORCE GROWING SYSTEMS, LTD. 300 – 2233 Columbia Street Vancouver, BC, Canada V5Y 0M6 CORRESP 1 filename1.htm AGRIFORCE GROWING SYSTEMS, LTD. 300 – 2233 Columbia Street Vancouver, BC, Canada V5Y 0M6 Canada August 15, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: AgriForce Growing Systems, Ltd. Registration Statement on Form S-3 File No. 333-266722 WITHDRAWAL OF REQUEST FOR ACCELERATION OF EFFECTIV |
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| August 12, 2022 |
AGRIFORCE GROWING SYSTEMS, LTD. Common Stock Filed pursuant to Rule 424(b)(4) Registration No. 333-266441 AGRIFORCE GROWING SYSTEMS, LTD. Common Stock This prospectus related to the offer and sale from time to time of up to 10,423,986 shares of common stock of AgriForce Growing Systems, Ltd. by the selling stockholders identified in this prospectus. The number of shares offered for sale by the selling stockholders consists of up to 10,423,98 |
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| August 11, 2022 |
United States securities and exchange commission logo August 11, 2022 Ingo Mueller Chief Executive Officer AgriFORCE Growing Systems Ltd. |
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| August 11, 2022 |
AGRIFORCE GROWING SYSTEMS, LTD. 300 – 2233 Columbia Street Vancouver, BC, Canada V5Y 0M6 AGRIFORCE GROWING SYSTEMS, LTD. 300 ? 2233 Columbia Street Vancouver, BC, Canada V5Y 0M6 Canada August 11, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: AgriForce Growing Systems, Ltd. Registration Statement on Form S-3 File No. 333-266722 REQUEST FOR ACCELERATION OF EFFECTIVENESS Gentlepersons: Pursuant to Rule |
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| August 10, 2022 |
AGRIFORCE GROWING SYSTEMS, LTD. 300 – 2233 Columbia Street Vancouver, BC, Canada V5Y 0M6 Canada AGRIFORCE GROWING SYSTEMS, LTD. 300 ? 2233 Columbia Street Vancouver, BC, Canada V5Y 0M6 Canada August 9, 2022 ? Amended on August 10, 2022 to Correct scrivener?s error VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: AgriForce Growing Systems, Ltd. Registration Statement on Form S-1 File No. 333-266441 REQUEST FOR ACCEL |
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| August 9, 2022 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 9, 2022 S-3 1 forms-3.htm AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 9, 2022 REGISTRATION NO. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AGRIFORCE GROWING SYSTEMS, LTD. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of incorporation or |
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| August 9, 2022 |
Exhibit 107 FILING FEES CALCULATION OF REGISTRATION FEE Title of each class of Securities to be registered Amount to be registered(1) Proposed maximum offering price per unit(2) Proposed maximum aggregate offering price(2) Amount of registration fee(3) Common stock, no par value per share — — — — Preferred stock, no par value per share — — — — Warrants(4) — — — — Units — — — — Total(5) $ 150,000,000 $ 13,905. |
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| August 9, 2022 |
AGRIFORCE GROWING SYSTEMS, LTD. 300 – 2233 Columbia Street Vancouver, BC, Canada V5Y 0M6 CORRESP 1 filename1.htm AGRIFORCE GROWING SYSTEMS, LTD. 300 – 2233 Columbia Street Vancouver, BC, Canada V5Y 0M6 Canada August 9, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: AgriForce Growing Systems, Ltd. Registration Statement on Form S-1 File No. 333-266441 REQUEST FOR ACCELERATION OF EFFECTIVENESS Gentleper |
