AVX

Business Context and Reporting Period

Company: AgriFORCE Growing Systems, Ltd. (Ticker: AGRI)
Filing Type: Form 8-K (Current Report)
Date of Report: September 22, 2025 (Event Date: September 18, 2025)
Context: The Company, formerly focused on Bitcoin mining, announced a strategic pivot to a digital asset treasury reserve strategy centered on the Avalanche Network (AVAX). This filing details a material definitive agreement for a private placement offering and the appointment of a new asset manager.

Key Financial Metrics and Transaction Details

Offering Size: Aggregate purchase price of $292.4 million.
Share Price: $2.36 per share.
Expected Share Issuance: Approximately 112 million shares (based on an indicative AVAX price of $33.82; final count depends on AVAX valuation at closing).
Payment Structure:

• Cash/Stablecoins: $146.4 million expected in USDC and USDT.
• Cryptocurrency: $146.0 million expected in AVAX Tokens.

Use of Proceeds:

• Up to $10 million for general corporate purposes and working capital.
• Remaining cash proceeds used to acquire AVAX Tokens.
• Establishment of a cryptocurrency treasury reserve strategy with AVAX as the primary asset.

Asset Management Fees: 1.25% annual management fee payable quarterly in advance on Account Assets.

Material Changes and Strategic Shifts

Strategic Pivot: The Company is launching a digital asset treasury reserve strategy, designating AVAX Tokens as its primary treasury reserve asset while continuing substantive Bitcoin mining operations.
Board Composition: With the exception of Amy Griffith, all current directors have agreed to resign upon the closing of the Offering and will be replaced. CEO Jolie Kahn and CFO Chris Polimeni will remain in their roles.
Corporate Name: The filing header references "AVAX ONE TECHNOLOGY LTD." in the metadata, but the registrant name on the form is "AGRIFORCE GROWING SYSTEMS, LTD." The text indicates a strategic rebranding or repositioning toward AVAX.

Guidance, Risks, and Contingencies

Conditions Precedent: Closing is contingent upon shareholder approval pursuant to Nasdaq Listing Rules 5635(b)-(d) and customary closing conditions.
Registration Rights: The Company agreed to file a registration statement (Form S-3 or S-1) within 30 days of closing to register the resale of shares issued to investors.
Key Risks Disclosed:

• Volatility: Financial results and stock price will be highly correlated with AVAX token prices.
• Regulatory: Risk of AVAX being reclassified as a security, potentially forcing the Company to sell holdings or classify as an investment company.
• Custody & Security: Risks of cyber-attacks, loss of private keys, and theft of digital assets.
• Liquidity: AVAX holdings are less liquid than cash equivalents.

Management Commentary: Management intends to use the proceeds to establish a treasury strategy consistent with their investment policy, managed by Hivemind Capital Partners, LLC.

Investor Verification Checklist

• Shareholder Approval: Verify the outcome of the shareholder vote required for Nasdaq listing compliance.
• Final Share Count: Confirm the final number of shares issued, as it depends on the AVAX token price at the Funding Payment Deadline.
• Board Transition: Review the Preliminary Proxy Statement (Schedule 14A) for details on the new board of directors.
• Asset Custody: Verify the specific cryptocurrency wallet providers and custody arrangements agreed upon with Hivemind Capital Partners.
• Regulatory Status: Monitor for any SEC guidance regarding the classification of AVAX as a security.