Business Context and Reporting Period
This Form 8-K filing by AVAX ONE TECHNOLOGY LTD. (also identified as Agriforce Growing Systems, Ltd.) covers events occurring on November 5, 2025, with the report dated November 12, 2025. The company is incorporated in British Columbia and trades on the Nasdaq Capital Market under the symbol AGRI. The filing primarily addresses executive appointments, compensatory arrangements, and board committee reorganizations following a previously announced PIPE transaction.
Key Financial Metrics
This filing is a current report regarding corporate governance and executive compensation; it does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The only financial figures disclosed relate to executive compensation agreements.
Material Changes
- Executive Appointment: Peter Wylie was appointed as Chief Operating Officer (COO) effective November 5, 2025.
- Compensatory Arrangements: New one-year consulting agreements were executed with the CEO, CFO, and COO coinciding with the closing of a PIPE transaction.
- CEO (Jolie Kahn): Base compensation of $480,000.
- CFO (Chris Polimeni): Base compensation of $300,000.
- COO (Peter Wylie): Base compensation of $300,000 plus 61,224 restricted common shares vesting monthly over 12 months.
- Equity Issuance: The issuance of shares to the COO was conducted as an unregistered private placement under Section 4(a)(2) of the Securities Act of 1933.
- Board Committees: As of November 9, 2025, the Board appointed new chairs and members for the Audit, Compensation, and Nominating and Corporate Governance committees.
Guidance, Outlook, and Risks
The filing contains no specific financial guidance or operational outlook. It includes standard forward-looking statement disclaimers, noting that actual outcomes may differ materially due to various risks. The company disclaims any obligation to update these statements. No specific contingencies or unusual items beyond the executive appointments and PIPE closing were detailed.
Investor Verification Checklist
- Verify the terms and closing status of the PIPE transaction referenced as the trigger for the new executive agreements.
- Confirm the vesting schedule and valuation of the 61,224 restricted shares granted to the new COO.
- Review the full text of the consulting agreements to understand termination clauses and "cause" definitions.
- Check subsequent filings for the impact of the new executive leadership on operational strategy.