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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): October 21, 2025
AGRIFORCE
GROWING SYSTEMS, LTD.
(Exact
Name of Registrant as Specified in Charter)
| British
Columbia |
A1 |
001-40578 |
|
00-0000000 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
| 800-525
West 8th Avenue |
|
|
| Vancouver,
BC, Canada |
|
V5Z
1C6 |
| (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 |
Item
1.01 Entry into a Material Definitive Agreement
On
October 21, 2025, AgriForce Growing Systems Ltd. (the “Company”) entered into a Sales Agreement, or sales agreement, with
Yorkville Securities, LLC and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (collectively, the
“Sales Agents”), relating to shares of our common stock (the “Shares”) In accordance with the terms of the sales
agreement, we may offer and sell Shares having an aggregate offering price of up to $3,457,461 from time to time through or to the Sales
Agents acting as our sales agent or principal.
The
Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-266722). The Company
filed a prospectus supplement on October 21, 2025 (the “Prospectus Supplement”) with the U.S. Securities and Exchange Commission
in connection with the offer and sale of the Shares.
The
foregoing description of the sales agreement is only a summary and is qualified in its entirety by reference to the full text of the
sales agreement which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Attached
to this Current Report on Form 8-K as Exhibit 5.1, and incorporated by reference to the Prospectus Supplement, is the opinion of Farris
LLP relating to the legality of the Shares.
Item 8.01
We are authorized to issue an unlimited number
of common shares, at no par value per share. As of October 21, 2025 we had 4,128,089 common shares issued and outstanding.
Holders of the Company’s common shares are
entitled to one vote for each share on all matters submitted to a stockholder vote, except any meetings at which holders of another specified
class or series of shares are entitled to vote separately. Holders of common shares do not have cumulative voting rights. At each annual
general meeting number of directors to be elected for the ensuing year is set by shareholders pursuant to an ordinary resolution requiring
approval by a majority of the votes cast at the meeting Once the number is set, that number of nominees receiving the greatest number
of votes in favour of their election at the meeting will form the board of directors for the ensuing year. Holders of the Company’s
common stock representing 33.3% of the issued and outstanding common shares entitled to vote at the meeting, , represented in person
or by proxy, are necessary to constitute a quorum at any meeting of stockholders. A vote by the holders of at least 2/3 of the votes
cast at a general meeting is required to effectuate certain fundamental corporate changes such as liquidation, amalgamation or arrangement.
Holders of the Company’s common shares are
entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event
of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain
after payment of liabilities and after providing for each class of stock, if any, having preference over the common shares. The Company’s
common shares have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the Company’s
common shares.
Item
9.01 Exhibits
| 1.1 |
|
Form of Sales Agreement |
| 5.1 |
|
Opinion of Farris LLP |
| 23.1 |
|
Consent of Farris LLP (included Exhibit 5.1) |
| 104 |
|
Inline
XBRL |
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:
October 23, 2025
| AGRIFORCE
GROWING SYSTEMS, LTD. |
|
| |
|
|
| By: |
/s/
Jolie Kahn |
|
| |
Jolie
Kahn |
|
| |
Chief
Executive Officer |
|
