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: August 19, 2024
Reporting Period: The filing reports on an asset purchase agreement entered into on August 19, 2024, which closed on August 20, 2024.
Key Financial Metrics and Transaction Details
This filing details a specific acquisition transaction rather than periodic financial results (revenue, profit, or cash flow). The filing text does not provide clear values for the company's overall revenue, profit, margins, or liquidity outside of the transaction specifics.
| Transaction Component | Value/Details |
|---|---|
| Cash Consideration | $200,000 (Previously provided as a loan, deemed satisfied at closing) |
| Stock Consideration | 5,000,000 restricted common shares |
| Liabilities Assumed | $135,000 (Notes) + $57,000 (Operating liabilities) = $192,000 total |
| Future Funding Commitment | Up to $100,000 per month for RCS business operations |
| Consulting Fees (CEO) | $15,000 per month for two years |
Material Changes
- Acquisition of Assets: The Company acquired assets from Radical Clean Solutions Limited (RCS), including patented technology in the agricultural industry for which the Company previously held a license.
- Capital Structure Change: Issuance of 5 million restricted common shares as part of the purchase price.
- Liability Increase: Assumption of $192,000 in seller liabilities.
- Operational Expansion: Entry into a two-year consulting agreement with the Seller's CEO, Roger Slotkin, involving monthly fees and potential milestone-based equity awards (25,000 shares).
Guidance, Outlook, and Risks
Management Commentary: The transaction represents a strategic move to fully acquire assets previously licensed, integrating RCS technology into the Company's agricultural operations. The Company has committed to funding ongoing operations of the RCS business.
Risks and Contingencies:
- Forward-Looking Statements: The filing contains forward-looking statements regarding future events, performance, and achievements. Actual results may differ significantly due to risks and uncertainties.
- Financial Commitment: The Company has agreed to fund up to $100,000 per month for RCS operations, creating a recurring cash outflow obligation.
- Equity Dilution: The issuance of 5 million shares and potential future issuance of 25,000 shares to the consultant may impact existing shareholders.
Investor Verification Checklist
- Verify the fair market value of the 5,000,000 restricted common shares issued at the time of closing.
- Confirm the specific nature and remaining term of the $135,000 in notes assumed from the Seller.
- Review the detailed milestones required for the issuance of the additional 25,000 shares to the consultant.
- Assess the impact of the $100,000 monthly funding commitment on the Company's current cash reserves and liquidity.
- Confirm the status of the previously held license for RCS technology and how it transitions under the new ownership.