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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 15, 2025
AGRIFORCE
GROWING SYSTEMS, LTD.
(Exact
Name of Registrant as Specified in Charter)
| British
Columbia |
|
001-40578 |
|
NA
00-0000000 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
A1
800-525
West 8th Avenue
Vancouver,
BC, Canada |
|
V5Z1C6 |
| (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 |
FORWARD-LOOKING
STATEMENTS
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
3.02 Sale of Unregistered Equity Securities
See
Items 5.02 and 8.01 below. All shares issued under the foregoing were issued in transactions exempt from registration under Section 4(a)(2)
of the Securities Act of 1933, as amended.
Item
5.02 Equity Compensation
On
September 17, 2025, the Company’s Board of Directors approved the issuance of restricted Common Shares to the following parties
in transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, which shares shall be issued
on September 18, 2025 at a price equal to the per share closing price on September 17, 2025. All shares issued hereunder are subject
to lockup agreements entered into by those officers and directors in January 2025.
Each
of directors, David Welch, John Meekison, Elaine Goldwater and Richard Levychin, shall receive 42,194 restricted common shares, and director,
Amy Griffith shall receive 21,097 restricted common shares.
Jolie
Kahn shall receive 46,413 restricted common shares owed to her for compensation due for prior services rendered.
Each
of Jolie Kahn and Chris Polimeni will receive an equity bonus of 105,485 restricted common shares in recognition of prior services to
the Company.
David
Welch shall receive 42,194 restricted common shares in recognition of prior services to the Company.
Item
8.01 Other Information
On
September 15, 2025 and September 17, 2025, Company common shares were issued to the following parties in partial conversion of the Debentures
previously issued to them by the Company in transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933,
as amended.
| 09/15/25 |
Pioneer
Capital Anstalt |
156,155 |
| |
|
|
| 09/17/25 |
Anson
Investments Master Fund |
193,440 |
| |
|
|
| 09/17/25 |
Anson
East Master Fund LP |
54,560 |
SIGNATURES
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:
September 18, 2025
| AGRIFORCE
GROWING SYSTEMS, LTD. |
|
| |
|
|
| By: |
/s/
Jolie Kahn |
|
| Name: |
Jolie
Kahn, CEO |
|
