0001826397 false A1 0001826397 2023-08-09 2023-08-09 0001826397 AGRI:CommonSharesMember 2023-08-09 2023-08-09 0001826397 AGRI:SeriesWarrantsMember 2023-08-09 2023-08-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 incorporation)   File Number)   Identification No.)

 

300 - 2233 Columbia Street    
Vancouver, BC,   V5Y 0M6
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (604) 757-0952

 

 

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

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Shares   AGRI   The Nasdaq Capital Market
Series A Warrants   AGRIW   The Nasdaq Capital Market

 

 

 

 
 

 

FORWARD-LOOKING STATEMENTS

 

This Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively, the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, Registrant’s management as well as estimates and assumptions made by Registrant’s management. When used in the Filings the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan” or the negative of these terms and similar expressions as they relate to Registrant or Registrant’s management identify forward-looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to Registrant’s industry, Registrant’s operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

 

Although Registrant believes that the expectations reflected in the forward-looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Item 1.01 Amendment to a Material Definitive Agreement

 

See Item 8.01 below.

 

Item 8.01 Other Information

 

On August 9, 2023, AgriForce Growing Systems, Ltd. (the “Company”) entered into a Waiver and Amendment agreement (“Agreement”) with an institutional investor with respect to a certain Senior Convertible Debenture (“Note”) due July 17, 2025 issued by the Company to that investor (the “Holder”; all other capitalized terms used and not defined herein are used as defined in the Note). The Agreement provides as follows:

 

1.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.
2.The Purchaser is willing to accept such shares as payment of the Monthly Redemption Amount provided that the Equity Conditions are met; and will consider on a case-by-case basis accepting payments in shares of Common Stock if the Equity Conditions are not met, at its sole discretion. Company may inquire of the Purchaser at least 5 Trading Days prior to a Monthly Redemption Date whether the Purchaser is willing to accept Shares without the Equity Conditions having been met. An email reply from the Purchaser shall be sufficient evidence of such monthly waiver.
3.The Purchaser will accept the August 1, 2023 Monthly Redemption Amount in shares of Common Stock valued at the August 1 Repayment Price for such date.

 

Item 9.01 Exhibits

 

99.1 Form of Waiver and Amendment
104 Inline XBRL

 

 
 

 

SIGNATURES

 

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

 

Date: August 9, 2023  
   
AGRIFORCE GROWING SYSTEMS, LTD.  
   
By: /s/ Richard Wong  
Name: Richard Wong  
Title: Interim CEO and CFO  

 

 

 

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.Purchaser is willing to accept such shares as payment of the Monthly Redemption Amount provided that the Equity Conditions are met; and will consider on a case-by-case basis accepting payments in shares of Common Stock if the Equity Conditions are not met, at its sole discretion. Company may inquire of Purchaser at least 5 Trading Days prior to a Monthly Redemption Date whether Purchaser is willing to accept Shares without the Equity Conditions having been met. An email reply from Purchaser shall be sufficient evidence of such monthly waiver.
   
4.Purchaser will accept the August 1, 2023 Monthly Redemption Amount in shares of Common Stock valued at the August 1 Repayment Price for such date.
   
5.The company shall issue a Current Report of Form 8-K within one Trading Day of the execution of this consent and waiver.

 

All capitalized terms used but not defined herein shall have the respective meanings assigned to them in the several Transaction Documents.

 

In witness whereof, the undersigned, being duly authorized to do so, hereby execute this Consent and Waiver

 

AGRIForce Growth Systems, Inc.  
     
By:    
  Richard Wong, Chief Executive Officer  
     
PURCHASER    
     
By:    
  __________  

 

 

 

 

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Entity File Number 001-40578
Entity Registrant Name AGRIFORCE GROWING SYSTEMS, LTD.
Entity Central Index Key 0001826397
Entity Incorporation, State or Country Code A1
Entity Address, Address Line One 300 - 2233 Columbia Street
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Common Shares  
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Security Exchange Name NASDAQ
Series A Warrants  
Title of 12(b) Security Series A Warrants
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Security Exchange Name NASDAQ
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