[Form 3] AGRIFORCE GROWING SYSTEMS LTD. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

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.

Positive

• Director ownership of 42,194 common shares aligns executive and shareholder interests
• Direct beneficial ownership provides clear, transparent reporting of equity held by a board member

Negative

• Lockup restriction prevents sale of the reported 42,194 shares for one year from 01/16/2025
• Restricted status limits near-term liquidity of the reported holdings

Insights

Corporate Governance Analyst

Director ownership disclosed with a one-year lockup on 42,194 shares.

Direct ownership of 42,194 common shares signals that a board member holds equity, aligning personal and shareholder interests in a basic governance sense. The position is reported as direct, not indirect, which means the director has clear beneficial title to these shares.

The shares are restricted under a lockup dated 01/16/2025 that bars sale for one year, except for shares from an employment agreement that remain tradable. Near-term liquidity for these reported shares is therefore limited through 01/16/2026, which is a concrete timing item investors can track.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Goldwater Elaine

(Last) (First) (Middle)

1213 PINEWOOD

(Street)

VILLANOVA, PA 19085

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/18/2025

3. Issuer Name and Ticker or Trading Symbol
AGRIFORCE GROWING SYSTEMS LTD. [ AGRI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	42,194(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents Common Shares granted to the Reporting Person that are restricted and subject to a lockup agreement entered into by the Reporting Person in January 2025. Pursuant to the lockup agreement, the Reporting Person may not sell any Common Shares owned by the Reporting Person for one year from January 16, 2025 (subject to the ability to sell shares received by the Reporting Person as the result of an employment agreement at any time).

	/s/ Elaine Goldwater	10/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Elaine Goldwater report on Form 3 for AGRI?

The director reported direct beneficial ownership of 42,194 common shares of AGRI on an initial Form 3.

Are the AGRI shares reported by Elaine Goldwater restricted?

Yes. The shares are restricted and subject to a lockup entered on 01/16/2025 that prevents sale for one year, except for shares from an employment agreement.

When was the Form 3 event date and signature date for AGRI filing?

The event date is listed as 09/18/2025 and the Form 3 is signed on 10/10/2025.

Does the Form 3 show indirect ownership or derivative holdings for AGRI?

No. The filing reports direct ownership of common shares and shows no derivative securities or indirect holdings.