AgriFORCE Growing Systems Ltd. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement
On October 21, 2025, AgriForce Growing Systems Ltd. (the “Company”) entered into a Sales Agreement, or sales agreement, with Yorkville Securities, LLC and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (collectively, the “Sales Agents”), relating to shares of our common stock (the “Shares”) In accordance with the terms of the sales agreement, we may offer and sell Shares having an aggregate offering price of up to $3,457,461 from time to time through or to the Sales Agents acting as our sales agent or principal.
The Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-266722). The Company filed a prospectus supplement on October 21, 2025 (the “Prospectus Supplement”) with the U.S. Securities and Exchange Commission in connection with the offer and sale of the Shares.
The foregoing description of the sales agreement is only a summary and is qualified in its entirety by reference to the full text of the sales agreement which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Attached to this Current Report on Form 8-K as Exhibit 5.1, and incorporated by reference to the Prospectus Supplement, is the opinion of Farris LLP relating to the legality of the Shares.
Item 8.01
We are authorized to issue an unlimited number of common shares, at no par value per share. As of October 21, 2025 we had 4,128,089 common shares issued and outstanding.
Holders of the Company’s common shares are entitled to one vote for each share on all matters submitted to a stockholder vote, except any meetings at which holders of another specified class or series of shares are entitled to vote separately. Holders of common shares do not have cumulative voting rights. At each annual general meeting number of directors to be elected for the ensuing year is set by shareholders pursuant to an ordinary resolution requiring approval by a majority of the votes cast at the meeting Once the number is set, that number of nominees receiving the greatest number of votes in favour of their election at the meeting will form the board of directors for the ensuing year. Holders of the Company’s common stock representing 33.3% of the issued and outstanding common shares entitled to vote at the meeting, , represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders. A vote by the holders of at least 2/3 of the votes cast at a general meeting is required to effectuate certain fundamental corporate changes such as liquidation, amalgamation or arrangement.
Holders of the Company’s common shares are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common shares. The Company’s common shares have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the Company’s common shares.
Item 9.01 Exhibits
| 1.1 | Form of Sales Agreement | |
| 5.1 | Opinion of Farris LLP | |
| 23.1 | Consent of Farris LLP (included Exhibit 5.1) | |
| 104 | Inline XBRL |
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: October 23, 2025
| AGRIFORCE GROWING SYSTEMS, LTD. | ||
| By: | /s/ Jolie Kahn | |
| Jolie Kahn | ||
| Chief Executive Officer | ||