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Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): December 2, 2021



(Exact Name of Registrant as Specified in Charter)


British Columbia   001-40578    

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

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









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 Entry Into a Material Definitive Agreement


On December 2, 2021, AgriForce Growing Systems, Ltd. (the “Company”) announced that it executed a definitive offtake agreement (“Agreement”) with respect to its previously announced Memorandum of Understanding with Humboldt Bliss, Ltd. The Agreement will become effective on a commencement date which shall occur not less than 100 days after written notice to Humboldt Bliss that products from the Company’s facility are available for purchase. The initial quantity for purchase shall be 6500 pounds of dried cannabis flower per year, and Humboldt Bliss will have a right of first refusal to purchase quantities in excess of that amount. The purchase price shall be 90% of the Cannabis Benchmark California Spot Indoor Index Price at the time of purchase. The initial term of the agreement shall be five years with automatic five year renewals unless cancelled pursuant to the Agreement. The Company will pay a fee of 5% of cost of goods sold to an operator of the facility to be chosen by Humboldt Bliss.


The Agreement also contains standard commercial reps and warranties, events of default and covenants for a transaction of this nature. David Welch, a Company director, owns a controlling interest in Humboldt Bliss, Ltd. and is thus a related party. Mr. Welch recused himself from final deliberation and approval of the Agreement by the Board.


Item 9.01 – Financial Statements and Exhibits.


Exhibit 10.1


Agreement with Humboldt Bliss, Ltd.

Exhibit 99.1   Press release dated December 2, 2021
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)







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: December 9, 2021


By: /s/ Richard Wong  
Name: Richard Wong  
Title: Chief Financial Officer