UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
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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) | |
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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
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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 | ||
| The Capital Market | ||||
| The
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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.
Item 1.02 Termination of a Material Definitive Agreement
Effective March 31, 2023, AgriForce Growing Systems, Ltd. (the “Company”) has determined to terminate the following: (i) the previously announced Stronghold agreement and related plans to develop a 34-acre property in the City of Coachella, California, and (ii) the Humboldt-Bliss agreement in Barbados.
As previously disclosed, on August 30, 2022, the Company entered into a Purchase and Sale Agreement (“PSA”) with Stronghold Power Systems, Inc. (“Stronghold”) to purchase approximately 34 acres of land in Coachella California. The purchase price was $4,300,000, payable as follows: (i) $1,500,000 in cash and (ii) $2,800,000 in restricted shares of common stock of the Company. The stock was to be issued in the form of prefunded warrants in two tranches: (i) $1,700,000 (695,866 prefunded warrants) issued within five days of entry into the PSA, and (ii) $1,100,000 (450,266 prefunded warrants) at closing of the transaction. The first tranche was void as closing of the transaction did not occur by March 31, 2023.
As further previously disclosed, on November 30, 2021, the Company signed an offtake agreement with Humboldt Bliss, Ltd., a Barbadian limited company (“Humboldt”). Under the terms of the contract, AgriFORCE™ is responsible for constructing its proprietary facility and providing the full Standard Operating Procedures (“SOP”s) of the FORCEGH+™ and Humboldt is responsible for securing the project’s land as well as operating the facility.
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: April 6, 2023 | ||
| AGRIFORCE GROWING SYSTEMS, LTD. | ||
| By: | /s/ Richard Wong | |
| Name: | Richard Wong | |
Cover |
Mar. 31, 2023 |
|---|---|
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Mar. 31, 2023 |
| 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 | 300 - 2233 Columbia Street |
| Entity Address, City or Town | Vancouver |
| Entity Address, State or Province | BC |
| Entity Address, Postal Zip Code | V5Y 0M6 |
| City Area Code | (604) |
| Local Phone Number | 757-0952 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |
| Common Shares | |
| Title of 12(b) Security | Common Shares |
| 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 |