AGRI 8-K: Anson Funds Report 193,440 and 54,560 Shares

Agriforce Growing Systems, Ltd. filed a Form 8-K reporting a material event that discloses beneficial ownership stakes held by two Anson-managed funds: 193,440 shares by Anson Investments Master Fund and 54,560 shares by Anson East Master Fund LP.

Rhea-AI Filing Summary

Agriforce Growing Systems, Ltd. filed a Form 8-K reporting a material event that discloses beneficial ownership stakes held by two Anson-managed funds: 193,440 shares by Anson Investments Master Fund and 54,560 shares by Anson East Master Fund LP. The filing references the Nasdaq Capital Market and is signed by Jolie Kahn, CEO. The submission provides specific share counts but contains limited context about the nature of the transaction or any change in control, leaving the precise investor intent and the triggering material event unclear.

Positive

• Specific beneficial ownership disclosed: Anson funds reported holdings of 193,440 and 54,560 shares
• Filed on Form 8-K, providing an official, centralized disclosure
• Signed by CEO (Jolie Kahn), indicating corporate attestation

Negative

• No transaction context provided to explain whether shares were bought, sold, or reclassified
• Unclear material impact: filing states amounts but does not state if control or voting influence changed
• Limited detail on timing, purpose, or beneficial ownership percentages relative to outstanding shares

Insights

SEC Reporting Specialist

TL;DR: The 8-K discloses specific beneficial ownership amounts but lacks transaction context.

The filing lists two beneficial owners with exact holdings: 193,440 shares and 54,560 shares, which together indicate a disclosed position by Anson-related funds. This is a factual disclosure consistent with periodic reporting obligations and helps market participants know which institutional holders have positions.

However, the document does not include details about whether these holdings represent acquisitions, dispositions, or were previously reported, so investors cannot determine whether this altered control or voting power. The lack of context reduces immediate market interpretability while still satisfying a baseline disclosure of share counts.

8-K Event Classification

3 items: 3.02, 5.02, 8.01

3 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did AGRI disclose in the Form 8-K?

The company disclosed beneficial ownership amounts of 193,440 shares by Anson Investments Master Fund and 54,560 shares by Anson East Master Fund LP in a Form 8-K.

Who signed the AGRI 8-K filing?

The filing is signed by Jolie Kahn, CEO.

Does the filing state whether these were purchases or sales?

No. The content lists share counts but does not specify whether the positions were acquired, disposed of, or previously held.

Is AGRI listed on an exchange according to the filing?

Yes; the filing references the Nasdaq Capital Market.

Do the disclosed share amounts indicate a change in control?

The filing does not state any change in control or voting power; additional context is not provided.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/18/2025 - 09:18 AM Learn about SEC filing dates

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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