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0001826397
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2026-03-12
2026-03-12
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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): March 12, 2026
AVAX
ONE TECHNOLOGY LTD.
(Exact
Name of Registrant as Specified in Charter)
| British
Columbia A1 |
|
001-40578 |
|
NA 00-0000000 |
(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
8.01 Other Information
On
March 12, 2026, the Company filed a prospectus supplement in conjunction with its effective Registration Statement on Form S-3 (file
no. 333-291977). The purpose of this Current Report on Form 8-K is to file the legality opinion prepared in conjunction therewith as
Exhibit 5.1 hereto.
Additionally,
the selling stockholder table located in the prospectus supplement is revised based upon revised information given to the Company by
the selling stockholder as follows:
| Selling Shareholder | |
Common Shares Beneficially Owned Before the Offering | | |
Percent | | |
Number of Common Shares to be Sold Pursuant to this Prospectus | |
| | |
| | |
| | |
| |
| Hypersphere Atlas Master Fund Ltd. | |
| 242,152 | | |
| * | | |
| 242,152 | (1) |
| Hypersphere Parallel Network Master Fund LP | |
| 345,932 | | |
| * | | |
| 345,932 | (2) |
| | |
| 588,084 | | |
| | | |
| 588,084 | |
(1) Consists of an aggregate of 242,152 common shares issued to Hypersphere Atlas Master Fund Ltd. in the November 5, 2025 Private Placement. Hypersphere Atlas Management Ltd. is the Investment Manager for the selling security holder. The business address of the selling stockholder is Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands.
(2) Consists
of an aggregate of 345,932 common shares issued to Hypersphere Parallel Network Master Fund LP. Hypersphere Parallel Network Management
LP is the Investment Manager for the selling security holder. The address of the selling stockholder is Maples Corporate Services
Limited of PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
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
| 5.1 |
|
Legality Opinion |
| 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:
March 18, 2026
| AVAX
ONE TECHNOLOGY LTD. |
|
| |
|
|
| By: |
/s/
Jolie Kahn |
|
| Name: |
Jolie
Kahn |
|
| |
Chief
Executive Officer |
|
