UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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.
This Amendment No. 1 on Form 8-K/A (this “Amendment No. 1”) is being filed to amend the Current Report on Form 8-K (the “Initial Form 8-K”) filed by AgriForce Growing Systems, ltd. (the “Company”) with the Securities and Exchange Commission on January 24, 2025. As previously reported in the Initial Form 8-K, on January 17, 2025, the Company completed its acquisition of the assets of Bald Eagle Mining, LLC (“Bald Eagle”). In the Initial Form 8-K, the Company stated its intention to file the financial statements and pro forma financial information required by parts (a) and (b) of Item 9.01 of Form 8-K not later than seventy-one (71) calendar days after the date that the Initial Form 8-K was required to be filed with the Securities and Exchange Commission. Pursuant to the instructions to Item 9.01 of Form 8-K, the Company hereby files this Amendment No. 1 to amend the Initial Form 8-K in order to include the required financial statements and pro forma financial information that were previously omitted.
Item 9.01 Financial Statements and Exhibits.
| (a) | Financial Statements of Business Acquired. |
(1) The audited balance sheet of the Bitcoin Mining Operations of Bald Eagle (a carve-out of Bald Eagle Mining, LLC) as of December 31, 2024 and 2023, and the related statements of operations, invested equity, and cash flows for the fiscal years ended December 31, 2024 and 2023, and the notes to the special purpose carve-out financial statements of bitcoin mining operations of Bald Eagle Mining, LLC, and the Report of CBIZ CPAs P.C., Independent Auditors, dated April 7, 2025, which are attached to this Amendment No. 1 as Exhibit 99.1 and incorporated herein by reference.
| (b) | Pro Forma Financial Information. |
Attached to this Amendment No. 1 as Exhibit 99.2 are the following pro forma financial statements of the Company, in each case giving effect to the Company’s acquisition of Bald Eagle, which are incorporated herein by reference:
(1) Unaudited pro forma condensed combined balance sheet as of December 31, 2024, and the pro forma condensed combined statements of operations for the year ended December 31, 2024, and the notes related thereto, that give effect to the acquisition are attached hereto as Exhibit 99.2 and incorporated herein by reference.
| (d) | Exhibits. |
The following exhibits are hereby filed as part of this Amendment No. 1:
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: April 7, 2025
| AGRIFORCE GROWING SYSTEMS, LTD. | ||
| By: | /s/ Jolie Kahn | |
| Name: | Jolie Kahn, CEO | |
Exhibit Index