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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
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 Entry into a Material Definitive Agreement

 

Reference is made to Section 2.4 of that certain June 30, 2022 Securities Purchase Agreement between AgriFORCE Growing Systems Ltd. (the “Company”) and Pioneer Capital Anstalt (“Pioneer”). Pioneer provided notice on November 30, 2023 to purchase an additional Debenture and warrants in the amount of $2,750,000. Pursuant to the terms of the June 30, 2022 Securities Purchase Agreement, the conversion price of the new debenture and exercise price of the new warrants was then automatically reset at $0.90 (based on the Nasdaq Official Closing Price on November 29, 2023), and the conversion price of all existing debentures and warrants has been set at $0.90. The floor price has been set at $0.18.

 

Item 2.03 Creation of a Direct Financial Obligation

 

See Item 1.01 above.

 

Item 3.02 Unregistered Sale of Equity Securities

 

See Item 3.02 above.

 

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: December 7, 2023  
   
AGRIFORCE GROWING SYSTEMS, LTD.  
   
By: /s/ Richard Wong  
Name: Richard Wong  
Interim Chief Executive Officer and Chief Financial Officer