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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): November 19, 2025
AVAX
ONE TECHNOLOGY LTD.
(Exact
Name of Registrant as Specified in Charter)
| British
Columbia A1 |
|
001-40578 |
|
00-0000000NA
|
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
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
AGRIFORCE
GROWING SYSTEMS, LTD.
(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 |
|
AVX |
|
The
Nasdaq Capital Market |
Item
7.01 Regulation FD Disclosure
On
November 20, 2025, AVAX One Technology Inc. (the “Company”) issued a press release and social media post regarding its proposed
stock buyback program, both of which are attached hereto as Exhibits 99.1 and 99.2, respectively.
Item
8.01 Other Information
On
November 19, 2925, the Company’s Board of Directors (the “Board”) has authorized a share repurchase program of up to
$40 million of the Company’s common stock. The Board will periodically review the Company’s Repurchase Program and may decide
to extend its term or increase the authorized amount. Repurchases under the program, which has a one year term, may be made from time
to time through open market purchases or other means permitted under applicable securities laws and regulations. The timing and amount
of repurchases under the program will depend on market conditions, regulatory requirements, capital allocation alternatives, and other
corporate considerations. The Company is not obligated to repurchase any specific number of shares, and the program may be suspended
or discontinued at any time.
As
of November 12, 2025, the Company purchased in the ordinary course of business 7,220,216.61 AVAX tokens from the Avalanche
Foundation for a total purchase price of $80,000,000.
Portions
of this Current Report may constitute “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995 that are subject to risks and uncertainties. Although the Company believes any such statements are based on reasonable
assumptions, there is no assurance that the actual outcomes will not be materially different due to a number of factors. Any such statements
are made in reliance on the “safe harbor” protections provided under the Private Securities Litigation Reform Act of 1995.
Additional information about significant risks that may impact the Company is contained in the Company’s filings with the Securities
and Exchange Commission and may be accessed at www.sec.gov. The Company is under no obligation, and expressly disclaims any obligation,
to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.
| Item 9.01 Exhibits |
| |
| 99.1 |
|
Press Release dated November 20, 2025
|
99.2
|
|
Script for Social Media Posts |
| 104 |
|
Cover
Page Interactive Data File |
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:
November 20, 2025
| AVAX
ONE TECHNOLOGY LTD. |
|
| |
|
|
| By: |
/s/
Jolie Kahn |
|
| Name:
|
Jolie
Kahn
Chief
Executive Officer |
|
