AVX

Business Context and Reporting Period

Company: AVAX One Technology Ltd. (formerly AgriFORCE Growing Systems, Ltd.)
Filing Type: Form 10-K (Annual Report)
Period Ended: December 31, 2025
Reporting Date: March 31, 2026

The Company underwent a strategic pivot in late 2025, ceasing legacy ag-tech operations to focus on a Digital Asset Treasury (DAT) strategy centered on the Avalanche (AVAX) token and sustainable Bitcoin mining. Effective November 13, 2025, the Company changed its name to AVAX One Technology Ltd. It operates three Bitcoin mining facilities (one in Alberta, Canada; two in Ohio, USA) and holds a significant treasury of AVAX tokens managed by Hivemind Capital Partners, LLC.

Key Financial Metrics

Revenue Breakdown (2025): Bitcoin Mining ($1.73M), Avalanche Staking ($0.61M), Other ($0.0005M).
Key Expenses: Unrealized loss on market valuation of digital assets ($7.77M), Loss on debt extinguishment ($10.13M), Impairment of assets ($5.56M).

Material Changes vs. Prior Period

• Strategic Pivot: Transitioned from AgriFORCE (ag-tech) to AVAX One (digital assets). Legacy ag-tech operations were ceased or liquidated.
• Capital Raise: Closed a $219.1 million private placement (Offering) on November 5, 2025. Proceeds included $145.4M in stablecoins and $73.7M in AVAX tokens (partially received as subscription receivable).
• Asset Acquisition: Acquired Bald Eagle Mining (Ohio) for $4.765M in January 2025 and Redwater Mining (Alberta) in late 2024. Total digital asset holdings increased from negligible amounts to over $153M.
• Stock Structure: Effected a 1-for-9 reverse stock split in July 2025 and a 1-for-100 reverse split in December 2024.
• Debt Restructuring: Significant loss on debt extinguishment ($10.1M) due to conversions and reclassifications of convertible debentures following the Offering.

Guidance, Outlook, and Risks

Outlook: Management expects the $10M working capital from the Offering, combined with projected cash flows from mining and staking, to fund operations for at least 12 months. The Company plans to use free cash flow to purchase additional digital assets while maintaining a cash reserve. A proprietary validator infrastructure was launched in January 2026 to generate delegation fees.

Risks and Contingencies:

• Nasdaq Delisting: Received notice on March 13, 2026, of non-compliance with the $1.00 minimum bid price rule. An appeal was filed on March 20, 2026. The Company is ineligible for a standard compliance period due to recent reverse splits.
• Asset Volatility: Financial results are heavily correlated with the price of AVAX and Bitcoin. A decline in fair value could trigger material unrealized losses.
• Regulatory Uncertainty: Risks related to the classification of digital assets as securities and potential regulatory actions affecting the Avalanche network or cryptocurrency markets.
• Liquidity: While cash position improved significantly, the Company may require additional financing for expansion, which could result in shareholder dilution.

Investor Verification Checklist

• Nasdaq Status: Verify the outcome of the appeal regarding the minimum bid price requirement and potential delisting.
• AVAX Holdings: Confirm the current fair value of the 12.4M+ AVAX tokens held and the status of the $24.2M subscription receivable (tokens not yet transferred).
• Debt Obligations: Review the terms of the $6.4M in convertible debentures and the $7M in debentures issued in January 2026 (subsequent event), including down-round provisions.
• Asset Management: Review the 1.25% annual management fee agreement with Hivemind Capital Partners and the custody arrangements for digital assets.
• Impairment Charges: Assess the $5.1M impairment charge on the Manna IP and the likelihood of the $1.55M sale closing.