AVAX ONE TECHNOLOGY LTD. - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by AVAX ONE TECHNOLOGY LTD. (formerly Agriforce Growing Systems, Ltd.) on March 12, 2026. The company is incorporated in British Columbia and its common shares trade on The Nasdaq Capital Market under the symbol "AVX". The filing serves to provide a legality opinion and update information regarding a prospectus supplement filed in conjunction with an effective Registration Statement on Form S-3 (File No. 333-291977).
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on securities registration and selling shareholder disclosures rather than operational financial performance.
Material Changes and Selling Shareholder Information
The primary material update concerns the revision of the selling stockholder table in the prospectus supplement. The following selling shareholders are identified:
- Hypersphere Atlas Master Fund Ltd.: Beneficially owns 242,152 common shares (issued in a November 5, 2025 Private Placement) and intends to sell all 242,152 shares.
- Hypersphere Parallel Network Master Fund LP: Beneficially owns 345,932 common shares and intends to sell all 345,932 shares.
- Total Shares to be Sold: 588,084 common shares.
The Investment Managers for these funds are Hypersphere Atlas Management Ltd. and Hypersphere Parallel Network Management LP, respectively.
Guidance, Outlook, and Risks
The filing contains standard forward-looking statements regarding the prospectus supplement. The company disclaims any obligation to update these statements. No specific operational guidance, management commentary on future strategy, or new risk factors beyond standard litigation reform act disclosures are provided in this text.
Investor Verification Checklist
- Verify the final terms of the offering in the prospectus supplement referenced in the Form S-3 (File No. 333-291977).
- Confirm the current market price and potential dilution impact of the 588,084 shares being sold by the Hypersphere funds.
- Review the November 5, 2025 Private Placement details to understand the cost basis of the selling shareholders.
- Check the company's most recent 10-K or 10-Q for actual financial performance metrics, as this 8-K does not contain them.