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    AgriFORCE Growing Systems Ltd. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    6/6/25 5:00:38 PM ET
    $AGRI
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    Get the next $AGRI alert in real time by email
    false 0001826397 0001826397 2025-06-06 2025-06-06 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): June 6, 2025

     

    AGRIFORCE GROWING SYSTEMS, LTD.

    (Exact Name of Registrant as Specified in Charter)

     

    British Columbia   001-40578   NA 00-0000000

    (State or other jurisdiction

    of incorporation)

     

    (Commission

    File Number)

     

    (IRS Employer

    Identification No.)

    A1 

    800-525 West 8th Avenue

    Vancouver, BC, Canada

      V5Z 1C6
    (Address of principal executive offices)   (Zip Code)

     

    Registrant’s telephone number, including area code: (604) 757-0952

     

     

    (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   AGRI   The Nasdaq Capital Market

     

     

     

     

     

     

    FORWARD-LOOKING STATEMENTS

     

    This Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively, the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, Registrant’s management as well as estimates and assumptions made by Registrant’s management. When used in the Filings the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan” or the negative of these terms and similar expressions as they relate to Registrant or Registrant’s management identify forward-looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to Registrant’s industry, Registrant’s operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

     

    Although Registrant believes that the expectations reflected in the forward-looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.

     

    Item 5.07 Submission of Matters to a Vote of Securityholders

     

    On June 6, 2025, AgriForce Growing Systems, Ltd. (the “Company”), held a special meeting of stockholders (the “Meeting”). The Inspector of Elections determined that there were 1,405,374 represented of the 2,520,646 common shares of the Company at the meeting amounting to 55.75 % of voting shares. At the Meeting, the Company’s stockholders approved the following proposals:

     

    1. APPROVAL OF THE DEBT FINANCING AND ISSUANCE OF SHARES PURSUANT TO THE COMPANY’S JANUARY 2025 DEBT FINANCING.

     

    For   Against   Abstain   Broker Non-Vote
                 
    484,470   106,414   163,909   650,581

     

    2. APPROVAL OF REVERSE STOCK SPLIT IN THE RANGE OF 1:15 TO 1:100

     

    For   Against   Abstain
             
    1,120,370   277,258   7,746

     

    3. INCREASE IN NUMBER OF SHARES UNDER THE 2024 EQUITY INCENTIVE PLAN TO 3 MILLION.

     

    For   Against   Abstain   Broker Non-Vote
                 
    471,039   113,547   170,207   650,581

     

    Item 9.01 Exhibit

     

    Item 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: June 6, 2025  
       
    AGRIFORCE GROWING SYSTEMS, LTD.  
         
    By: /s/ Jolie Kahn  
    Name: Jolie Kahn, CEO  

     

     

     

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