SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
AGRIFORCE GROWING SYSTEMS, LTD.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
I.R.S. Employer Identification Number
(Primary Standard Industrial Code Classification Number)
777 Hornby Street, Suite 600
Vancouver, BC V6Z 1S4
(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class
to be so registered
Name of each exchange on which
each class is to be registered
Common shares, no par value per share
Series A Warrants to purchase one common share
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. [X]
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. [ ]
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. [ ]
Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-251380
Securities to be registered pursuant to Section 12(g) of the Act: None.
Item 1. Description of Registrant’s Securities to be Registered.
The description of the Common Shares, no par value, and of the Series A Warrants to purchase one share of common stock of AgriForce Growing Systems, Ltd. (the “Registrant”) under the heading “Description of Our Securities” in the prospectus included in the Registrant’s Registration Statement on Form S-1 (File No. 333-251380), as initially filed with the Securities and Exchange Commission on December 16, 2020, including exhibits, and as may be subsequently amended (the “Registration Statement”), is hereby incorporated by reference. Any form of prospectus that constitutes part of the Registration Statement and is subsequently filed by the Registrant pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed to be incorporated by reference herein.
Item 2. Exhibits.
Pursuant to the Instructions as to Exhibits for Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on The Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: July 2, 2021
|AGRIFORCE GROWING SYSTEMS, LTD.|
|By:||/s/ Ingo Mueller|
|Chief Executive Officer|