AVAX One Technology (NASDAQ: AVX) files 8-K on S-3 prospectus legality opinion

Rhea-AI Filing Summary

AVAX One Technology Ltd. filed a current report to note that it has submitted a prospectus supplement under its effective shelf registration statement on Form S-3. The company is using this report to file the related legality opinion as Exhibit 5.1, a legal confirmation regarding the validity of the securities covered by the prospectus supplement. The filing also reiterates that some statements may be forward-looking and refers readers to the company’s SEC filings for a discussion of risks.

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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): January 26, 2026

AVAX ONE TECHNOLOGY LTD.

(Exact Name of Registrant as Specified in Charter)

British Columbia A1		001-40578		NA00-0000000
(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 the date of this Current Report, 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.

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: January 26, 2026

AVAX ONE TECHNOLOGY LTD.
By:	/s/ Jolie Kahn
Name:	Jolie Kahn
	Chief Executive Officer

FAQ

What did AVAX (AVX) disclose in this 8-K filing?

The company disclosed that it filed a prospectus supplement under its effective Form S-3 registration statement and is filing the related legality opinion as Exhibit 5.1.

What is the purpose of the prospectus supplement mentioned by AVAX (AVX)?

The prospectus supplement is filed in conjunction with AVAX One Technology Ltd.’s effective Registration Statement on Form S-3 to provide updated offering details to investors.

What is the legality opinion filed by AVAX One Technology Ltd.?

The legality opinion, filed as Exhibit 5.1, is a legal opinion prepared in connection with the prospectus supplement addressing the validity of the securities covered.

Does AVAX (AVX) include forward-looking statements in this 8-K?

Yes. The company notes that portions of the filing may contain forward-looking statements made in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Where can investors find additional risk information about AVAX One Technology Ltd.?

Additional information about significant risks is contained in the company’s filings with the SEC, which may be accessed at www.sec.gov.

On which exchange are AVAX One Technology Ltd. shares listed and under what symbol?

The company’s common shares are listed on The Nasdaq Capital Market under the trading symbol AVX.