AGRI Insider Buy: Amy Griffith Reports 21,097-Share Acquisition

Rhea-AI Filing Summary

Amy Griffith, a director of AgriForce Growing Systems Ltd. (AGRI), reported acquiring 21,097 common shares on 09/18/2025 at a reported price of $2.37 per share and now directly beneficially owns 21,097 shares. The filing also discloses multiple stock option grants adjusted for a series of reverse stock splits; those option entries reference small numbers of underlying common shares (3, 1, 1) with exercise prices and multi-year vesting schedules. The reporting person is subject to a lockup agreement entered January 16, 2025, that restricts selling common shares for one year, except for shares received under an employment agreement. The form is a single-person Form 4 filed October 1, 2025, and is signed by the reporting person.

Positive

• Director purchase of 21,097 shares at $2.37 indicates personal investment by an insider
• Lockup agreement restricts sale of shares for one year from January 16, 2025, which may signal insider commitment

Negative

• Lockup restriction limits the reporting person’s ability to sell shares for one year, reducing liquidity
• Multiple reverse stock splits (1-for-50, 1-for-100, 1-for-9) have materially altered option counts and exercise prices, complicating historical comparisons

Insights

Financial Analyst

TL;DR: Director purchase of 21,097 shares at $2.37 is a direct insider acquisition but appears immaterial without broader ownership context.

The transaction shows a director bought 21,097 common shares at $2.37 each, which signals personal capital allocation into the company. The filing also records historical option grants adjusted for multiple reverse splits and standard multi-year vesting schedules, which complicates tracing original grant economics but do not themselves report immediate monetization. Without total outstanding shares or percent ownership, the market impact is unclear; this appears to be a routine insider purchase rather than a material change in control.

Corporate Governance Expert

TL;DR: Insider purchase combined with a lockup shows alignment but limited liquidity for the reporting person.

The report confirms the director is subject to a lockup agreement restricting sales for one year from January 16, 2025, which may reduce near-term insider selling pressure and signal commitment. Multiple reverse splits noted in the explanations have materially altered option metrics and should be tracked when assessing equity-based compensation dilution. Overall, disclosures follow Section 16 requirements and present standard vesting terms.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Griffith Amy

(Last) (First) (Middle)

718 OLD LANCASTER ROAD

(Street)

BRYN MAWR, PA 19010

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2023

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	09/18/2025		A		21,097(1)	A	$2.37(2)	21,097	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	$4,050(3)	09/12/2023		A		3(4)(5)		(6)	09/12/2028	Common Shares	3(4)(5)	$0	5	D
Stock Options	$51,300(7)							(8)	11/18/2027	Common Shares	1(4)(9)		5	D
Stock Options	$315,000(10)							(11)	09/30/2026	Common Shares	1(4)(12)		5	D

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 each as the result of an employment agreement at any time).

2. Equals the per share closing price on September 17, 2025.

3. As adjusted for the following: (i) a 1 for 50 reverse split that occurred on October 12, 2023, (ii) a 1 for 100 reverse split that occurred on December 6, 2024, and (iii) a 1 for 9 reverse split that occurred on July 30, 2025. The original exercise price was $0.09.

4. If permitted by the policies of any stock exchange on which the Issuer may be listed from time to time, the stock option may be exercised by means of a "cashless exercise", in which event the Issuer shall issue to the holder the net number of common shares determined based on the formula presented in the exhibit to the stock option certificate.

5. As adjusted for the following: (i) a 1 for 50 reverse split that occurred on October 12, 2023, (ii) a 1 for 100 reverse split that occurred on December 6, 2024, and (iii) a 1 for 9 reverse split that occurred on July 30, 2025. The original grant was 156,876 Stock Options.

6. The shares subject to such option vest and become exercisable annually in substantially equal installments over a three-year period, with the first tranche to be vested on the three-month anniversary of date of grant of September 12, 2023, subject to the Reporting Person's continuous service to the Issuer on each such date.

7. As adjusted for the following: (i) a 1 for 50 reverse split that occurred on October 12, 2023, (ii) a 1 for 100 reverse split that occurred on December 6, 2024, and (iii) a 1 for 9 reverse split that occurred on July 30, 2025. The original exercise price was $1.14.

8. The shares subject to such option vest and become exercisable annually in substantially equal installments over a three-year period, with the first tranche to be vested on the three-month anniversary of date of grant of November 18, 2022, subject to the Reporting Person's continuous service to the Issuer on each such date.

9. As adjusted for the following: (i) a 1 for 50 reverse split that occurred on October 12, 2023, (ii) a 1 for 100 reverse split that occurred on December 6, 2024, and (iii) a 1 for 9 reverse split that occurred on July 30, 2025. The original grant was 33,498 Stock Options.

10. As adjusted for the following: (i) a 1 for 50 reverse split that occurred on October 12, 2023, (ii) a 1 for 100 reverse split that occurred on December 6, 2024, and (iii) a 1 for 9 reverse split that occurred on July 30, 2025. The original exercise price was $7.00.

11. The shares subject to such option vest and become exercisable annually in substantially equal installments over a three-year period, with the first tranche to be vested on the three-month anniversary of date of grant of September 30, 2021, subject to the Reporting Person's continuous service to the Issuer on each such date.

12. As adjusted for the following: (i) a 1 for 50 reverse split that occurred on October 12, 2023, (ii) a 1 for 100 reverse split that occurred on December 6, 2024, and (iii) a 1 for 9 reverse split that occurred on July 30, 2025. The original grant was 24,642 Stock Options.

	/s/ Amy Griffith	10/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Amy Griffith (director) report on Form 4 for AGRI?

The Form 4 reports Amy Griffith acquired 21,097 common shares on 09/18/2025 at a reported price of $2.37 and now directly beneficially owns 21,097 shares.

Is there any sale reported by the insider in this filing for AGRI?

No sale is reported; the Form 4 shows an acquisition of common shares and grants/adjustments of stock options, not dispositions.

Are there restrictions on selling the shares acquired by Amy Griffith?

Yes. The filing states a lockup entered January 16, 2025, that prevents the Reporting Person from selling common shares for one year, except for shares received under an employment agreement.

What option activity is disclosed in the Form 4 for AGRI?

The filing discloses multiple stock option entries adjusted for reverse splits, with small numbers of underlying shares reported (references to 3, 1, and 1 common shares) and multi-year vesting schedules.

Does the filing indicate whether this Form 4 was a joint filing or filed by one person?

The form is marked as filed by one reporting person.