0001826397 false A1 0001826397 2023-10-17 2023-10-17 0001826397 AGRI:CommonSharesMember 2023-10-17 2023-10-17 0001826397 AGRI:SeriesWarrantsMember 2023-10-17 2023-10-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares






Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): October 17, 2023



(Exact Name of Registrant as Specified in Charter)


British Columbia   001-40578    
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)


300 - 2233 Columbia Street    
Vancouver, BC,   V5Y 0M6
(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code: (604) 757-0952



(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).


Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Shares   AGRI   The Nasdaq Capital Market
Series A Warrants   AGRIW   The Nasdaq Capital Market









This Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively, the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, Registrant’s management as well as estimates and assumptions made by Registrant’s management. When used in the Filings the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan” or the negative of these terms and similar expressions as they relate to Registrant or Registrant’s management identify forward-looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to Registrant’s industry, Registrant’s operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.


Although Registrant believes that the expectations reflected in the forward-looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.


Item 1.01 Entry into a Material Definitive Agreement


Reference is made to Section 2.4 of that certain June 30, 2022 Securities Purchase Agreement between AgriForce Growing Systems Ltd. (the “Company”) and Pioneer Capital Anstalt (“Pioneer”). Pioneer provided notice on October 17, 2023 to purchase an additional Debenture and warrants in the amount of $2,750,000. The conversion price of the new debenture and exercise price of the new warrants has been set at $2.62 (based on the Nasdaq Official Closing Price on October 16, 2023), and the conversion price of all existing debentures and warrants has been set at $2.62. The floor price has been set at $0.52.


Item 2.03 Creation of a Direct Financial Obligation


See Item 1.01 above.


Item 3.02 Unregistered Sale of Equity Securities


See Item 3.02 above.


Item 9.01 Exhibits


104 Inline XBRL







Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Date: October 19, 2023    
By: /s/ Richard Wong  
Name: Richard Wong  
Interim Chief Executive Officer and Chief Financial Officer  



Oct. 17, 2023
Document Type 8-K
Amendment Flag false
Document Period End Date Oct. 17, 2023
Entity File Number 001-40578
Entity Central Index Key 0001826397
Entity Incorporation, State or Country Code A1
Entity Address, Address Line One 300 - 2233 Columbia Street
Entity Address, City or Town Vancouver
Entity Address, State or Province BC
Entity Address, Postal Zip Code V5Y 0M6
City Area Code (604)
Local Phone Number 757-0952
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Common Shares  
Title of 12(b) Security Common Shares
Trading Symbol AGRI
Security Exchange Name NASDAQ
Series A Warrants  
Title of 12(b) Security Series A Warrants
Trading Symbol AGRIW
Security Exchange Name NASDAQ

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