AgriFORCE Growing Systems (AGRI) Announces Completion of PIPE Financing, Becomes the First Publicly-Traded Avalanche-Focused Company on Nasdaq

Rhea-AI Summary

AgriFORCE Growing Systems (Nasdaq: AGRI) announced the closing of its previously announced ~$300 million PIPE financing on Nov 5, 2025, becoming the first publicly traded company focused on the Avalanche blockchain ecosystem.

Shareholders approved the transaction at the Oct 27, 2025 annual meeting. The company says the PIPE, led by Hivemind Capital, supports a strategic shift to build an institutional-grade vehicle with regulated public-market exposure to the Avalanche network and to accumulate AVAX tokens via the PIPE proceeds plus near-term capital initiatives including an ATM program and possible institutional debt or equity offerings.

Positive

• Approved approximately $300 million PIPE financing
• Positioned as the first Nasdaq-listed company focused on Avalanche
• PIPE led by institutional investor Hivemind Capital

Negative

• Shareholder dilution risk from the $300 million PIPE plus ATM and future offerings
• Increased exposure to AVAX token volatility from planned digital asset treasury buildup

NEW YORK, Nov. 5, 2025 /PRNewswire/ -- AgriFORCE Growing Systems Ltd. (Nasdaq: AGRI) (the "Company") announced today the successful closing of its previously announced PIPE Financing as it becomes the first publicly-traded company focused on the Avalanche blockchain ecosystem.

Originally announced on September 22, 2025, this transaction marks a significant milestone in the company's transformation into an institutional-grade vehicle providing investors with direct exposure to the rapidly evolving architecture of global financial markets through Avalanche, a high-performance blockchain utilized by leading financial institutions worldwide.

"We are proud to finalize this transformative transaction and officially begin our next chapter," said Jolie Kahn, Chief Executive Officer of the Company. "This strategic shift positions us at the forefront of digital financial innovation, providing public market investors with regulated access to the Avalanche ecosystem."

AGRI shareholders voted overwhelmingly in favor of the transaction at the Annual Meeting held on October 27, approving an approximately $300 million private investment in public equity (PIPE), led by Hivemind Capital, along with other proposed measures.

Avalanche is a high-speed, institutional-grade blockchain designed as a foundational digital settlement layer for the future of finance. Its technology enables global leaders like KKR, Apollo and J.P. Morgan Chase to launch their compliant, customizable blockchains for tokenizing real-world assets. The network is secured by more than $6.9 billion in staked assets.

As part of its digital asset treasury strategy, the Company aims to build a significant position in AVAX tokens through a combination of its approved PIPE financing and additional near-term capital initiatives, including an at-the-market (ATM) program, and other potential institutional-grade debt or equity offerings.

Advisors

Cohen & Company Capital Markets ("CCM"), a division of Cohen & Company Securities, LLC, served as exclusive financial advisor to Hivemind Capital and exclusive placement agent to the Company. Lowenstein Sandler LLP served as legal advisor to Hivemind Capital. Morgan, Lewis & Bockius LLP served as legal advisor to CCM.

About AgriFORCE Growing Systems Ltd.

Upon a name change to be implemented in the coming weeks, AVAX One will be the first NASDAQ-listed company with a dedicated mission to provide institutional exposure to the Avalanche ecosystem. The Company's primary strategy will be to maximize AVAX per-share accretion for its shareholders through a disciplined, professionally managed approach to execute its digital asset treasury. Led by a team of veterans from institutional finance and public company backgrounds and advised by leaders from across the digital asset industry, AVAX One is being built to be a premier, regulated gateway for public market investors to participate in the growth of the onchain economy.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Act, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally can be identified by the use of words such as "anticipate," "expect," "plan," "could," "may," "will," "believe," "estimate," "forecast," "goal," "project," and other words of similar meaning. These forward-looking statements address various matters including statements relating to the anticipated benefits and timing of the completion of the proposed offering and related transactions, the intended use of proceeds from the PIPE offering, expectations regarding future capital raising activity, the assets to be held by the Company, expectations regarding adoption of the Avalanche network, the expected future market, price and liquidity of the digital assets the Company acquires, the macro and political conditions surrounding digital assets, the Company's plan for value creation and strategic advantages, market size and growth opportunities, regulatory conditions, competitive position and the interest of other entities in similar business strategies, technological and market trends, future financial condition and performance, the expected financial impacts of the proposed transactions described herein, and the timing of the closing of the PIPE offering. Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, the proposed transactions described herein may not be completed in a timely manner or at all; failure to realize the anticipated benefits of the transactions and the proposed AVAX strategy; changes in business, market, financial, political and regulatory conditions; risks relating to the Company's operations and business, including the highly volatile nature of the price of AVAX and other cryptocurrencies; the risk that the price of the Company's securities may be highly correlated to the price of the digital assets that it holds; risks related to increased competition in the industries and markets in which the Company does and will operate (including the applicable digital assets market); risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes, as well as those risks and uncertainties identified in the Company's filings with the SEC. The forward-looking statements in this press release speak only as of the date of this document, and the Company undertakes no obligation to update or revise any of these statements. The statements made in this press release are not intended to be projections of the Company's future results nor an offer of a future securities transaction by the Company. Any offering in the future will be made through compliance with all applicable regulations and the filing of appropriate documents with the SEC, as required under those regulations.

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SOURCE AgriFORCE Growing Systems Ltd.

FAQ

What did AgriFORCE (AGRI) announce on November 5, 2025?

AgriFORCE announced the closing of an approximately $300 million PIPE financing and its repositioning as a public company focused on the Avalanche blockchain.

Who led the $300 million PIPE financing for AgriFORCE (AGRI)?

The PIPE was led by Hivemind Capital, with Cohen & Company Capital Markets serving as placement agent to the company.

How did AgriFORCE shareholders vote on the PIPE transaction (AGRI)?

Shareholders voted overwhelmingly in favor at the October 27, 2025 annual meeting.

Will AgriFORCE (AGRI) buy AVAX tokens with the PIPE proceeds?

The company intends to build a significant AVAX position using the approved PIPE proceeds plus near-term capital initiatives including an ATM program.

What near-term capital initiatives did AgriFORCE (AGRI) mention to support its strategy?

AgriFORCE cited an at-the-market (ATM) program and potential institutional-grade debt or equity offerings as additional initiatives.