Welcome to our dedicated page for Agriforce Growing Systems SEC filings (Ticker: AGRI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings for AgriFORCE Growing Systems Ltd. (AGRI) provide detailed insight into the company’s transition toward AVAX One Technology Ltd. and its evolving business model in digital infrastructure and digital assets. As a British Columbia corporation listed on the Nasdaq Capital Market, the company files current reports on Form 8-K, proxy statements on Schedule 14A, and other documents that explain material events, governance changes, and capital markets transactions.
Recent 8-K filings describe a significant private investment in public equity (PIPE) in which institutional and accredited investors agreed to purchase common shares for a mix of cash, stablecoins (USDC and USDT), and AVAX tokens. These filings outline the terms of the subscription agreements, the intended use of proceeds to establish a digital asset treasury with AVAX as a primary reserve asset, and the related Asset Management Agreement with Hivemind Capital Partners, LLC. They also include risk factor disclosures specific to AVAX strategy and holdings, highlighting price volatility, regulatory uncertainty, and other digital asset risks.
Other 8-Ks and the company’s definitive proxy statement (DEF 14A) document a reverse stock split, amendments to the 2024 Equity Incentive Plan, equity compensation grants to directors and executives, and the results of shareholder votes at the annual meeting. Filings also cover changes in the board of directors associated with the PIPE closing, strategic advisor agreements, and the amendment of governing documents to change the corporate name to AVAX One Technology Ltd. and the Nasdaq ticker symbol from AGRI to AVX.
On Stock Titan’s filings page, users can access these documents as they are made available through EDGAR. AI-powered summaries help explain the key points of lengthy forms such as 8-Ks and proxy statements, clarify complex transaction structures, and highlight items relevant to topics like digital asset treasury strategy, equity issuance, and governance changes. Investors can also monitor insider-related disclosures and other material updates that appear in the company’s regulatory history under the AGRI symbol and its subsequent AVX identity.
AgriForce Growing Systems (AGRI) entered a Sales Agreement with Yorkville Securities and Cohen & Company Capital Markets to sell common shares from time to time with an aggregate offering price of $3,457,461. Sales may be made through or to the agents acting as sales agent or principal under the company’s effective Form S-3 shelf, supported by a prospectus supplement filed on October 21, 2025.
The company’s common shares carry one vote per share without cumulative voting or pre-emptive rights. As of October 21, 2025, 4,128,089 common shares were outstanding. Any shares sold under the agreement would provide cash proceeds to the company, with sales occurring over time at market prices after effectiveness of the prospectus supplement.
AgriForce Growing Systems (AGRI) launched an at‑the‑market offering of up to $3,457,461 in common stock under a sales agreement with Yorkville Securities and Cohen & Company Capital Markets. Shares may be sold from time to time on Nasdaq or other U.S. markets as defined in Rule 415. The company is subject to Form S‑3 General Instruction I.B.6, which caps sales to no more than one‑third of public float in any 12‑month period.
The Sales Agents will receive up to a 3.0% commission on gross proceeds and are deemed underwriters. AgriForce intends to use all proceeds for general corporate purposes, mainly the purchase of AVAX tokens, and may apply up to 25% of net proceeds from any ATM or equity line to repay approximately $1.5 million in principal on outstanding Debentures. As context, shares outstanding were 4,128,089 as of October 20, 2025; assuming sales at $3.67 per share, shares outstanding would be 5,066,246, with the actual amount depending on sale prices over time.
The company effected a 1‑for‑9 reverse split on August 28, 2025; all share figures reflect the split. AGRI trades on Nasdaq under “AGRI.”
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
AgriFORCE Growing Systems Ltd. (AGRI) discloses board and executive ownership, recent officer appointments, equity awards and governance policies in its definitive proxy statement. Insiders and directors collectively hold 518,875 shares (20.7%), while CEO Jolie Kahn and CFO Chris Polimeni are listed with recent hire dates (June 2024 and March 2025). The company states it does not maintain a formal timing policy for equity grants; grants are tied to events such as hires or promotions. Compensation tables show past named executive totals and option award sequences for certain former executives. The filing also references a PIPE Transaction and announces a planned digital asset treasury reserve strategy that would use AVAX Tokens as the primary treasury reserve upon closing of that transaction. Voting instructions and transfer agent voting channels are provided for the 2025 Annual Meeting.
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.
David Ryan Welch, a director of Agriforce Growing Systems Ltd. (AGRI), reported multiple equity transactions and option holdings. The Form 4 shows acquisitions of 84,388 common shares on 09/18/2025 at a per-share price of $2.37, and 13,022 common shares on 05/21/2025 at $11.79. An earlier transaction on 05/17/2024 shows 11 shares at $129.42. Following these transactions the reporting person beneficially owns 97,421 common shares. Several stock options are reported (small quantities of underlying shares after adjustments) with various exercise prices and vesting schedules. A January 16, 2025 lockup restricts sales for one year. Multiple reverse splits (2023, 2024, 2025) were applied to reported amounts and prices.
William John Meekison, a director of Agriforce Growing Systems Ltd. (AGRI), reported a purchase of 42,194 common shares on 09/18/2025 at a price equal to the 09/17/2025 closing price of $2.37, resulting in beneficial ownership of 42,194 shares held directly. The filing also discloses derivative grants: an acquisition on 09/12/2023 of stock options with underlying 3 common shares (exercise price shown as $0 after adjustments) and a separate option grant disclosing 1 underlying common share from a 05/31/2026-dated grant, both showing multi-year vesting schedules. The newly acquired common shares are restricted and subject to a lockup agreement entered in January 2025 that prevents sale for one year from 01/16/2025, with exceptions noted for shares from employment agreements.
AgriFORCE Growing Systems Ltd. provides proxy disclosure fragments showing board composition, significant insider holdings, executive appointments, compensation detail and policy references. The board includes Executive Chairman David Welch and newly listed CEO Jolie Kahn (appointed June 2024) and CFO Chris Polimeni (appointed March 2025). Officers and directors collectively hold 900,457 shares (29.9%), while individual holdings shown include Jolie Kahn 295,328 shares (11.7%), David Welch 84,388 (4.7%), and others. The company states it maintains an insider trading policy (filed as Exhibit 14.1/Exhibit 14) and that it does not time equity grants around material nonpublic information. Separately, the company announced a planned digital asset treasury reserve strategy to use AVAX Tokens as its primary treasury reserve asset effective upon closing the PIPE Transaction.
AgriFORCE Growing Systems entered into Subscription Agreements to raise
The company plans to use up to
AgriFORCE will keep its current CEO and CFO but replace all directors except one at closing, and it highlights extensive new risks tied to AVAX price volatility, liquidity, custody, regulatory treatment, and potential adverse tax and investment company implications.
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.
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