Business Context and Reporting Period
Company: AgriForce Growing Systems, Ltd. (Note: Request metadata referenced "AVAX ONE TECHNOLOGY LTD.", but the filing text identifies the registrant as AgriForce Growing Systems, Ltd.)
Filing Type: Form 8-K (Current Report)
Date of Report: October 21, 2025
Reporting Period: Event date October 21, 2025
Business Overview: The Company is incorporated in British Columbia, Canada, and its common shares trade on The Nasdaq Capital Market under the symbol "AGRI".
Key Financial Metrics
This filing is a Current Report regarding a material definitive agreement and does not contain audited financial statements, revenue, profit, cash flow, or margin data for a specific period.
- Capital Raise Authorization: The Company entered into a Sales Agreement to offer and sell common shares with an aggregate offering price of up to $3,457,461.
- Outstanding Shares: As of October 21, 2025, there were 4,128,089 common shares issued and outstanding.
- Debt and Liquidity: The filing text does not provide specific values for debt, cash balances, or liquidity metrics.
Material Changes
The primary material change reported is the entry into a Sales Agreement with Yorkville Securities, LLC and Cohen & Company Capital Markets (collectively, the "Sales Agents").
- Agreement Details: The Company may sell shares from time to time through the Sales Agents acting as sales agent or principal.
- Registration: Shares will be issued pursuant to a shelf registration statement on Form S-3 (Registration No. 333-266722).
- Documentation: A Prospectus Supplement was filed on October 21, 2025, and the full Sales Agreement is filed as Exhibit 1.1.
Guidance, Outlook, and Risks
Management Commentary: The filing focuses on the mechanics of the equity offering and does not provide forward-looking guidance, earnings outlook, or management commentary on operational performance.
Risks and Contingencies:
- Dilution Risk: The issuance of new shares under the Sales Agreement will increase the number of outstanding shares, potentially diluting existing shareholders.
- Market Conditions: The sale of shares is subject to market conditions and the discretion of the Company to offer shares "from time to time."
- Legal Opinion: The legality of the shares is supported by an opinion from Farris LLP (Exhibit 5.1).
Investor Verification Checklist
- Verify the current market price of AGRI shares to assess the potential dilution impact of the $3,457,461 offering.
- Review the full text of the Sales Agreement (Exhibit 1.1) for specific commission rates, termination clauses, and minimum sale thresholds.
- Confirm the Company's current cash position and burn rate in the most recent 10-K or 10-Q to understand the necessity of this capital raise.
- Check for any subsequent filings regarding the actual volume of shares sold under this agreement since October 21, 2025.