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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/26/22 Agriforce Growing Systems Ltd. 8-K:1,9 9/22/22 13:7M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 44K 2: EX-10.1 Material Contract HTML 37K 3: EX-99.1 Miscellaneous Exhibit HTML 19K 8: R1 Cover HTML 47K 11: XML IDEA XML File -- Filing Summary XML 13K 9: XML XBRL Instance -- form8-k_htm XML 19K 10: EXCEL IDEA Workbook of Financial Reports XLSX 8K 5: EX-101.DEF XBRL Definitions -- agri-20220922_def XML 73K 6: EX-101.LAB XBRL Labels -- agri-20220922_lab XML 102K 7: EX-101.PRE XBRL Presentations -- agri-20220922_pre XML 70K 4: EX-101.SCH XBRL Schema -- agri-20220922 XSD 15K 12: JSON XBRL Instance as JSON Data -- MetaLinks 27± 35K 13: ZIP XBRL Zipped Folder -- 0001493152-22-026815-xbrl Zip 27K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i September 22, 2022
i AGRIFORCE GROWING SYSTEMS, LTD.
(Exact Name of Registrant as Specified in Charter)
| British Columbia | i 001-40578 | NA | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| i V5Y 0M6 | ||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: i (604) i 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:
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).
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. i ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Capital Market | ||||
| i Series A Warrants | i AGRIW | The Capital Market |
C:
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 1.01 Entry into a Material Definitive Agreement
On September 22, 2022, AgriForce Growing Systems, Ltd. (the “Company”) entered into an amendment to its agreement to purchase all of the issued and outstanding shares of Delphy Groep, B.V. Pursuant to the amendment, the total purchase price is reduced from USD$29 million to USD$17.66 million (based on foreign exchange rate of EUR/USD of 1.00 as of September 20th, 2022), plus a potential earnout of up to USD $5.99 million (based on foreign exchange rate of EUR/USD of 1.00 as of September 20th, 2022) over 2 years, based on achieving future performance milestones. If closing does not occur by November 15, 2022, the Company will pay interest on the purchase price of four percent per annum until closing (such interest was also assessed from May 9, 2022 to July 29, 2022).
Item 9.01 Exhibit
| 10.1 | Amendment to Delphy Agreement dated September 22, 2022 | |
| 99.1 | Press Release dated September 26, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
C:
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: September 26, 2022
| AGRIFORCE GROWING SYSTEMS, LTD. | ||
| By: | /s/ Richard Wong | |
| Name: | Richard Wong, CFO | |
C:
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 11/15/22 | ||||
| Filed on: | 9/26/22 | |||
| For Period end: | 9/22/22 | 8-K | ||
| 7/29/22 | ||||
| 5/9/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/20/23 Agriforce Growing Systems Ltd. S-1 4:783K M2 Compliance LLC/FA 3/29/23 Agriforce Growing Systems Ltd. S-1/A 4:900K M2 Compliance LLC/FA 2/09/23 Agriforce Growing Systems Ltd. S-1 4:1.3M M2 Compliance LLC/FA 11/09/22 Agriforce Growing Systems Ltd. 424B4 2:438K M2 Compliance LLC/FA |