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  4. [8-K] AVAX ONE TECHNOLOGY LTD. Reports Material Event

AVAX One (NASDAQ: AVX) boosts note principals for covenant waiver

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

AVAX One Technology Ltd. reported an amendment to its existing financing arrangements with an institutional investor under a prior Securities Purchase Agreement covering debentures and warrants. In exchange for the investor’s waiver of a negative covenant and a release of related claims, the company agreed to increase the principal on three outstanding notes: the note issued May 21, 2025 rose from $110,000 to $121,000, the July 21, 2025 note from $277,778 to $305,556, and the September 25, 2025 note from $550,000 to $605,000. The amendment also modifies negative covenants in the investor’s debentures, including a key person provision and an increase in the required amount of cash and Bitcoin the company must maintain from $100,000 to $3,500,000. This constitutes a reported direct financial obligation for the company.

Positive

  • Investor granted a waiver of a negative covenant and a release of related claims in exchange for amendments, potentially reducing near-term covenant pressure.

Negative

  • Principal on three existing notes was increased, adding to debt obligations by a combined $93,778 across those instruments.
  • Liquidity covenant was tightened, raising required cash and Bitcoin holdings from $100,000 to $3,500,000, which may constrain financial flexibility.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Initial debentures principal $7.7 million Initial purchase amount of debentures under the Securities Purchase Agreement
Additional debentures capacity $42.3 million Up to additional principal amount of debentures under the Securities Purchase Agreement
May 21, 2025 note principal increase $110,000 to $121,000 Principal of note increased under August 14, 2026 amendment
July 21, 2025 note principal increase $277,778 to $305,556 Principal of note increased under August 14, 2026 amendment
September 25, 2025 note principal increase $550,000 to $605,000 Principal of note increased under August 14, 2026 amendment
Liquidity requirement $100,000 to $3,500,000 Required cash and Bitcoin balance under revised negative covenant
Securities Purchase Agreement financial
"the Company entered into a Securities Purchase Agreement (“SPA”) with institutional investors"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Debentures financial
"purchase of $7.7 million principal amount of debentures (“Debentures”) and accompanying warrants"
A debenture is a company’s long-term IOU sold to investors that promises regular interest payments and repayment of principal at a set date; unlike equity, it represents debt rather than ownership. Think of it like lending money to a business in exchange for a fixed stream of payments, so investors watch a debenture’s interest rate and the borrower’s financial health to judge income reliability and risk of not being repaid.
negative covenant financial
"in exchange for a waiver of a negative covenant of the Company in the Debentures"
key person provision financial
"modifies negative covenants in the Investor’s Debentures concerning a “key person” provision"
off-balance sheet arrangement financial
"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement"
An off-balance sheet arrangement is a financial commitment or asset that a company keeps out of its main financial statements so it does not show up as a direct asset or liability. Think of it like renting equipment or using a separate storage locker instead of putting the item in your home: the economic effects exist, but they aren’t listed on the company’s primary balance sheet. Investors care because these arrangements can hide risks, obligations or sources of cash flow that affect a company’s true financial strength and future performance.

FAQ

What agreement did AVAX (AVX) amend on August 14, 2026?
AVAX amended an existing debenture financing with an institutional investor under a prior Securities Purchase Agreement, changing note principal amounts and certain negative covenants, including liquidity and key person provisions.

How did the principal on AVAX (AVX) notes change in the August 2026 amendment?
AVAX increased three note principals: from $110,000 to $121,000, $277,778 to $305,556, and $550,000 to $605,000, in exchange for a covenant waiver and related claim release from the investor.

What new cash and Bitcoin requirement applies to AVAX (AVX) after the amendment?
The amendment raised the required cash and Bitcoin balance from $100,000 to $3,500,000 in the company’s accounts or custody, tightening the liquidity covenant tied to the investor’s debentures.

Did AVAX (AVX) obtain any waivers from its debenture investor in this filing?
Yes. The investor agreed to a waiver of a negative covenant in the debentures and a release of related claims against the company, in exchange for increased note principal and revised covenants.

What prior financing amounts are referenced for AVAX (AVX) debentures?
The company previously entered a Securities Purchase Agreement for $7.7 million initial debentures and up to an additional $42.3 million principal amount of debentures, each with accompanying warrants.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001826397 0001826397 2026-08-17 2026-08-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): August 17, 2026

 

AVAX ONE TECHNOLOGY LTD.

(Exact Name of Registrant as Specified in Charter)

 

British Columbia   001-40578   N/A

(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

 

N/A

(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))

 

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   Nasdaq Capital Market

 

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. ☐

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

 

As previously disclosed in the Current Report on Form 8-K filed by AVAX One Technology Ltd. (formerly known as AgriFORCE Growing Systems, Ltd.) (the “Company”) with the Securities and Exchange Commission on January 16, 2025, the Company entered into a Securities Purchase Agreement (“SPA”) with institutional investors for an initial purchase of $7.7 million principal amount of debentures (“Debentures”) and accompanying warrants and up to an additional $42.3 million principal amount of Debentures and accompanying warrants.

 

On August 14, 2026, the Company entered into an agreement with one of the investors (the “Investor” and the agreement with the Investor, the “Amendment”) pursuant to which, in exchange for a waiver of a negative covenant of the Company in the Debentures held by the Investor and a release of any related claims against the Company in respect thereof, the Company agreed to (i) increase the principal amount of the note originally issued on May 21, 2025 from $110,000 to $121,000; (ii) increase the principal amount of the note originally issued on July 21, 2025 from $277,778 to $305,556; and (iii) increase the principal amount of the note originally issued on September 25, 2025 from $550,000 to $605,000. In addition, the Amendment modifies negative covenants in the Investor’s Debentures concerning a “key person” provision and concerning the amount of cash and Bitcoin the Company is required to have in its bank accounts or other custody from $100,000 to $3,500,000.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

 

The information contained in Item 1.01 is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

10.1   Form of Amendment, dated as of August 14, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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: August 17, 2026

 

  AVAX ONE TECHNOLOGY LTD.
     
  By: /s/ Peter Wylie Jr.
    Peter Wylie Jr.
    Interim Chief Executive Officer

 

 

 

 

Source: View Original Filing on SEC EDGAR

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