false 0001826397 A1 0001826397 2024-02-20 2024-02-20 0001826397 AGRI:CommonSharesMember 2024-02-20 2024-02-20 0001826397 AGRI:SeriesWarrantsMember 2024-02-20 2024-02-20 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): 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
of incorporation)   File Number)   Identification No.)

 

800-525 West 8th Avenue    
Vancouver, BC, Canada   V5Z 1C6
(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 8.01 Other Information

 

On February 20, 2024, the Company entered into Waivers with its two institutional investors from its June 2022 financing which provide for the following (with all defined terms used and not defined herein as defined in that certain Securities Purchase Agreement date as of June 30, 2022 among the Company and the several Purchasers signatory thereto, as amended June 23, 2023 and the Debentures):

 

  1. The Company waives the minimum tranche for Additional Closings under Section 2.4(a) of the SPA from $2.5 million to $1.0 million. Such Additional Closings may occur until December 31, 2024.
  2. Section 6(b) of each Debenture is waived such that, upon written notice by a Holder to the Company (such notice date, an “Acceleration Notice Date”), the Holder may elect, at its option and in its sole discretion, at one or more times to convert the outstanding Debentures at 85% of the Nasdaq Official Closing Price on the Trading Day that is immediately prior to the Acceleration Notice Date (such conversion amount, the “Accelerated Conversion Amount”) provided that the aggregated Accelerated Conversion Amount converted by the Holder during any calendar month may not exceed twice a Monthly Redemption Amount. This right shall continue so long as a Debenture is outstanding.

 

Item 9.01 Exhibits

 

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: February 20, 2024

 

AGRIFORCE GROWING SYSTEMS, LTD.

 

By: /s/ Jolie Kahn  
  Counsel and Executive Consultant  

 

 

 

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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 800-525 West 8th Avenue
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Common Shares  
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Trading Symbol AGRI
Security Exchange Name NASDAQ
Series A Warrants  
Title of 12(b) Security Series A Warrants
Trading Symbol AGRIW
Security Exchange Name NASDAQ
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