Agriforce Growing Systems Ltd SEC Filings

AgriFORCE Growing Systems (AGRI): Director Daniel Mendes filed a Form 3 initial statement of beneficial ownership. The report, tied to an event on 11/05/2025, states that no securities are beneficially owned. This is a routine Section 16 filing establishing his reporting status as a director.

AgriFORCE Growing Systems (AGRI) director equity grant. A reporting person received 30,612 restricted common shares on November 5, 2025. The award was granted as director compensation and is tied to an annual value of $75,000 in common shares. The shares vest in four equal installments of 7,653 on the three, six, nine, and twelve‑month anniversaries of the grant date. The filing references a per‑share closing price of $2.45 on November 4, 2025. Following this grant, the reporting person beneficially owned 51,709 common shares, held directly.

AgriFORCE Growing Systems (AGRI) closed a PIPE financing and overhauled its board. The company issued 86,690,657 common shares and pre-funded warrants exercisable for 6,123,837 shares. The aggregate purchase price was $219,042,206. The common shares priced at $2.36 per share and the pre-funded warrants at $2.3599 with a $0.0001 exercise price, and the warrants are exercisable immediately.

Funding included $145,375,936 in cash and stablecoins, with the remainder paid in AVAX tokens. After the share issuance (excluding warrant exercises), shares outstanding were 93,112,148 as of the closing date. Cohen & Company Securities received 902,739 restricted shares and registration rights that require a resale filing within 30 days and target effectiveness shortly thereafter under specified SEC review timelines.

The company entered strategic advisor agreements and issued an aggregate 928,145 restricted shares vesting over 36 months. Four directors resigned and four new directors were appointed, with Matt Zhang named Chair. Shareholders approved an increase to the 2024 equity plan from 87,237 to 5,750,000 shares.

AgriForce Growing Systems (AGRI) reported voting results from its October 27, 2025 annual meeting. A quorum was present with 1,554,534 shares voted, representing 62.148% of the 2,501,340 common shares entitled to vote as of September 19, 2025.

All five director nominees were elected. Shareholders ratified CBIZ CPAs P.C. as independent auditor for the fiscal year ending December 31, 2025 (For 1,505,620; Against 41,368; Abstain 7,546). Shareholders approved an amendment to the 2024 equity incentive plan to increase the number of shares reserved for issuance from 87,237 to 5,750,000 (For 981,616; Against 28,938; Abstain 312; Broker Non-Vote 543,668). They also approved, for purposes of Nasdaq Listing Rule 5635, the issuance of common shares and certain other transactions pursuant to subscription agreements in a private placement (For 990,959; Against 19,199; Abstain 708; Broker Non-Vote 543,668).

AgriForce Growing Systems (AGRI) entered a Sales Agreement with Yorkville Securities and Cohen & Company Capital Markets to sell common shares from time to time with an aggregate offering price of $3,457,461. Sales may be made through or to the agents acting as sales agent or principal under the company’s effective Form S-3 shelf, supported by a prospectus supplement filed on October 21, 2025.

The company’s common shares carry one vote per share without cumulative voting or pre-emptive rights. As of October 21, 2025, 4,128,089 common shares were outstanding. Any shares sold under the agreement would provide cash proceeds to the company, with sales occurring over time at market prices after effectiveness of the prospectus supplement.

AgriForce Growing Systems (AGRI) launched an at‑the‑market offering of up to $3,457,461 in common stock under a sales agreement with Yorkville Securities and Cohen & Company Capital Markets. Shares may be sold from time to time on Nasdaq or other U.S. markets as defined in Rule 415. The company is subject to Form S‑3 General Instruction I.B.6, which caps sales to no more than one‑third of public float in any 12‑month period.

The Sales Agents will receive up to a 3.0% commission on gross proceeds and are deemed underwriters. AgriForce intends to use all proceeds for general corporate purposes, mainly the purchase of AVAX tokens, and may apply up to 25% of net proceeds from any ATM or equity line to repay approximately $1.5 million in principal on outstanding Debentures. As context, shares outstanding were 4,128,089 as of October 20, 2025; assuming sales at $3.67 per share, shares outstanding would be 5,066,246, with the actual amount depending on sale prices over time.

The company effected a 1‑for‑9 reverse split on August 28, 2025; all share figures reflect the split. AGRI trades on Nasdaq under “AGRI.”

Elaine Goldwater, a director of Agriforce Growing Systems Ltd. (AGRI), filed an initial Form 3 reporting beneficial ownership of 42,194 common shares, held directly. The shares are restricted and subject to a lockup entered in 01/16/2025 that prevents sale for one year from that date, except for shares received under an employment agreement which may be sold at any time. The filing lists the triggering event date as 09/18/2025 and is signed on 10/10/2025.

AgriFORCE Growing Systems Ltd. (AGRI) discloses board and executive ownership, recent officer appointments, equity awards and governance policies in its definitive proxy statement. Insiders and directors collectively hold 518,875 shares (20.7%), while CEO Jolie Kahn and CFO Chris Polimeni are listed with recent hire dates (June 2024 and March 2025). The company states it does not maintain a formal timing policy for equity grants; grants are tied to events such as hires or promotions. Compensation tables show past named executive totals and option award sequences for certain former executives. The filing also references a PIPE Transaction and announces a planned digital asset treasury reserve strategy that would use AVAX Tokens as the primary treasury reserve upon closing of that transaction. Voting instructions and transfer agent voting channels are provided for the 2025 Annual Meeting.

Amy Griffith, a director of AgriForce Growing Systems Ltd. (AGRI), reported acquiring 21,097 common shares on 09/18/2025 at a reported price of $2.37 per share and now directly beneficially owns 21,097 shares. The filing also discloses multiple stock option grants adjusted for a series of reverse stock splits; those option entries reference small numbers of underlying common shares (3, 1, 1) with exercise prices and multi-year vesting schedules. The reporting person is subject to a lockup agreement entered January 16, 2025, that restricts selling common shares for one year, except for shares received under an employment agreement. The form is a single-person Form 4 filed October 1, 2025, and is signed by the reporting person.