false 0001826397 A1 0001826397 2024-01-08 2024-01-08 0001826397 AGRI:CommonSharesMember 2024-01-08 2024-01-08 0001826397 AGRI:SeriesWarrantsMember 2024-01-08 2024-01-08 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): January 8, 2024



(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.)


800-525 West 8th Avenue    
Vancouver, BC, Canada   V5Z 1C6
(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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard


On January 8, 2024, AgriForce Growing Systems, Ltd. (the “Company”) received a letter from Nasdaq that it no longer complies with Rule 5550(a)(2) of Nasdaq’s Listing Rules (the “Rules”) which require listed securities to maintain a minimum bid price of $1 per share. Based upon the closing bid price for the last 30 consecutive business days (November 21, 2023 to January 5, 2024), the Company no longer meets this requirement. However, the Rules also provide the Company a compliance period of 180 calendar days (until July 8, 2024) in which to regain compliance. Pursuant to Rule 5810(c)(3)(C) if at any time during this 180 day period the closing bid price of the Company’s security is at least $1 for a minimum of ten consecutive business days, Nasdaq will provide the Company written confirmation of compliance and this matter will be closed. In the event the Company does not regain compliance by July 8, 2024, the Company may be eligible for additional time to regain compliance, or may face delisting.


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: January 12, 2024




By: /s/ Richard Wong  
  Interim Chief Executive Officer and Chief Financial Officer  





Jan. 08, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Jan. 08, 2024
Entity File Number 001-40578
Entity Central Index Key 0001826397
Entity Incorporation, State or Country Code A1
Entity Address, Address Line One 800-525 West 8th Avenue
Entity Address, City or Town Vancouver
Entity Address, State or Province BC
Entity Address, Country CA
Entity Address, Postal Zip Code V5Z 1C6
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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