AVAX One (NYSE: AVX) retires $6.8M in convertible debentures
Rhea-AI Filing Summary
AVAX One Technology Ltd. completed a restructuring of certain outstanding convertible debentures. Two institutional investors were fully repaid and exited after the company cancelled unfunded debenture portions and paid 110% of their outstanding funded principal plus accrued interest, retiring approximately $6.8 million of principal. The restructuring was funded with cash on hand and a reduction of an escrow receivable.
With a remaining institutional investor, AVAX One amended its debenture, increasing its principal from $7.7 million to $8.47 million and making a partial principal repayment of $1.05 million plus accrued interest. The amendment also modified negative covenants, including a key-person provision and raising the minimum cash and Bitcoin balance requirement from $100,000 to $3,500,000. The company describes these changes as strengthening its balance sheet and reducing near-term liabilities while it pursues its digital asset treasury, bitcoin mining, and modular data center strategy.
Positive
- None.
Negative
- None.
Filing Explained
The restructuring was only partly complete on August 5: two debentures were retired, while a remaining investor’s partial payoff awaited August 6.
This Form 8-K discloses agreements restructuring the company’s convertible debentures; two were fully satisfied on
The accompanying press release calls the restructuring “complete,” but the filing states that the remaining investor’s
As historical context,
Sources and calculations
- AVAX One Technology Ltd. Form 8-K and Exhibit 99.1 (2026-08-05)
- AVAX One Technology Ltd. latest quarterly fundamentals (2026Q1)
- Cash and equivalents vs quarterly operating cash outflow, in days of cash use $16,470,000 / ($1,349,000 / 90) = [object Object]
8-K Event Classification
Key Figures
Key Terms
convertible debentures financial
negative covenant financial
escrow receivable financial
Avalanche digital asset treasury technical
onchain financial economy technical
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What debt restructuring did AVAX One Technology Ltd. (AVX) report?
How much principal did AVAX One (AVX) reduce through this transaction?
What changed for the remaining investor’s debenture in AVAX One’s (AVX) restructuring?
How did AVAX One (AVX) fund the repayment of its convertible debentures?
What are the new cash and Bitcoin covenant levels for AVAX One (AVX)?
What is AVAX One Technology Ltd.’s (AVX) business focus after this restructuring?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 (“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 July 31, 2026 (the “Effective Date”), the Company entered into letter agreements (each, a “Repayment and Waiver Agreement”) with two of the Investors (the “Exiting Investors”) pursuant to which, in exchange for a waiver of a negative covenant of the Company in the Debentures held by the Exiting Investors and a release of any related claims against the Company in respect thereof, the Company agreed to (i) cancel the unfunded portion of each Exiting Investor’s principal under its Debenture and (ii) pay to each Exiting Investor an amount equal to (a) 110% of the outstanding funded principal of such Exiting Investor’s Debenture immediately prior to the Effective Date plus (b) all accrued interest on such Exiting Investor’s Debenture immediately prior to the Effective Date (collectively, the “Full Payoff Amount”). The Company delivered the applicable Full Payoff Amount to each Exiting Investor on August 3, 2026, and, as of such date, the Debentures previously held by each Exiting Investor were fully satisfied, discharged, cancelled and released.
On August 5, 2026, the Company entered into an agreement with one Investor (the “Remaining Investor” and the agreement with the Remaining Investor, the “Amendment”) pursuant to which, in exchange for a waiver of a negative covenant of the Company in the Debenture held by the Remaining 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 from $7.7 million to $8.47 million (the “Principal”) and (ii) pay to the Remaining Investor an amount equal to (a) $1.05 million in partial repayment of the outstanding Principal (the “Repaid Principal”) plus (b) all accrued interest on the Repaid Principal (collectively, the “Partial Payoff Amount”). The Company expects to deliver the Partial Payoff Amount to the Remaining Investor on August 6, 2026, in partial satisfaction of the Company’s obligations to the Remaining Investor under its Debenture. In addition, the Amendment modifies negative covenants in the Remaining Investor’s Debenture 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 descriptions of the Repayment and Waiver Agreements and the Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, which are filed herewith as Exhibits 10.1 and 10.2, respectively, and are 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 8.01 Other Information
On August 5, 2026, the Company issued a press release announcing the transactions described herein. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
10.1 |
Form of Repayment and Waiver Agreement, dated as of July 31, 2026 | |
| 10.2 | Form of Amendment, dated as of August 5, 2026 | |
| 99.1 | Press Release dated August 5, 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 5, 2026
| AVAX ONE TECHNOLOGY LTD. | ||
| By: | /s/ Peter Wylie Jr. | |
| Peter Wylie Jr. | ||
| Interim Chief Executive Officer | ||
Exhibit 99.1
AVAX One Strengthens Balance Sheet Through Successful Restructuring of Convertible Debt Facility
Company Retires Approximately $6.8 million of Its Convertible Debt Facility
WEST PALM BEACH, FL, August 5, 2026 - AVAX One Technology Ltd. (NASDAQ: AVX) (“AVAX One” or the “Company”) today announced that it has completed a restructuring of certain outstanding convertible debentures. The transactions included (i) the full repayment, retirement and cancellation of debentures held by two institutional investors and (ii) the reduction in the outstanding principal amount of a debenture held by another institutional investor and the amendment of certain provisions of that investor’s debenture, including a key-person covenant and increasing the covenant governing the minimum amount of cash and bitcoin the Company is required to maintain from $100,000 to $3.5 million.
In connection with the restructuring, the Company reduced its outstanding principal under those debentures by approximately $6.8 million and paid related repayment premiums and accrued interest thereon. The restructuring was funded with cash on hand and the reduction of the escrow receivable from one of the investors.
“We’re pleased to have successfully restructured our convertible debt facility, which meaningfully strengthens our balance sheet and reduces near-term liabilities,” said Peter Wylie, Interim CEO of AVAX One. “With the restructuring now complete, we can focus our attention on executing our strategy across our Avalanche digital asset treasury, bitcoin mining operations, and modular data center initiatives to drive long-term shareholder value.”
Additional information regarding the restructuring is included in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on August 5, 2026.
About AVAX One Technology Ltd.
AVAX One Technology Ltd. (NASDAQ: AVX) is a digital infrastructure company accelerating the transition to an onchain financial economy. The Company maintains a strategic Avalanche digital asset treasury, accumulating AVAX and generating onchain yield through native staking and ecosystem participation. It also operates bitcoin mining facilities and is developing modular data centers. These three pillars give public market investors unique exposure to both the onchain economy and the digital infrastructure layer. For more information, please visit www.avax-one.com.
Forward Looking Statements
This press release includes forward-looking information within the meaning of Canadian securities laws forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking statements”). These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. These forward-looking statements address various matters including statements relating to the expected benefits of restructuring the Company’s debentures, including the impact on long-term shareholder value, expectations regarding future capital raising activity, the assets to be held by the Company, expectations regarding adoption of the Avalanche network, the expected future market, price and liquidity of the digital assets the Company acquires, the macro and political conditions surrounding digital assets, the Company’s plan for value creation and strategic advantages, market size and growth opportunities, regulatory conditions, competitive position and the interest of other entities in similar business strategies, technological and market trends, and the Company’s future financial condition and performance. Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, the proposed transactions described herein may not be completed in a timely manner or at all; failure to realize the anticipated benefits of the transactions and the proposed AVAX strategy; changes in business, market, financial, political and regulatory conditions; risks relating to the Company’s operations and business, including the highly volatile nature of the price of AVAX and other cryptocurrencies; the risk that the price of the Company’s securities may be highly correlated to the price of the digital assets that it holds; risks related to increased competition in the industries and markets in which the Company does and will operate (including the applicable digital assets market); risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes, as well as those risks and uncertainties identified in the Company’s filings with the SEC. The forward-looking statements in this press release speak only as of the date of this document, and the Company undertakes no obligation to update or revise any of these statements except to the extent required by applicable law.
Investor Relations Contact
Sean Mansouri, CFA or Aaron D’Souza
Elevate IR
(720) 330-2829
AVX@elevate-ir.com
Media Contact
Ethan Lyle
Prospero
avax-one@prospero.agency