AGRI AgriFORCE Growing Systems Ltd

 

 

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): July 1, 2024

 

AGRIFORCE GROWING SYSTEMS, LTD.

(Exact Name of Registrant as Specified in Charter)

 

British Columbia		001-40578
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

 

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
Series A Warrants		AGRIW		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 5.02 Compensation of an Officer and a Director

 

On July 1, 2024, the Board of Directors of AgriForce Growing Systems, Ltd. (the “Company”) approved the following compensation for its Chairman, David Welch, and its CEO, Jolie Kahn.

 

David Welch, shall be compensated, effective July 1, 2024, in addition to the Board fees he is currently receiving, $45,000 per annum in cash, and restricted stock units (“RSUs”) valued at $50,000 for each acquisition and/or joint venture transaction which is consummated.

 

Jolie Kahn, shall be compensated, effective June 4, 2024, for her services as CEO, (i) in cash $220,000 per annum, payable monthly at the rate of $9166.67, with an additional $9166.67 per month to accrue during each three month period (pro rated for June 2024) and payable in cash at the end of each three month period, with the first accrued fee payment date being August 31, 2024, and (ii) $220,000 per annum in RSUs payable quarterly at the end of each calendar quarter (starting September 30, 2024 which shall including the partial month of June 2024). Ms. Kahn shall also be eligible for all health benefits offered by the Company effective January 1, 2025.

 

Both Mr. Welch and Ms. Kahn may be eligible for bonuses and other compensation plan benefits and the like as determined by the Company’s Compensation Committee from time to time. Also RSU grants shall be determined as follows: (i) number of RSUs shall be equal to the dollar amount of the grant divided by the 30 day trailing VWAP of a Company common share as of the grant date, and (ii) the dollar value of the RSUs shall be the closing price on Nasdaq of a single common share on the trading day prior to the grant date.

 

Ms. Kahn’s and Mr. Welch’s legal firms provide services to the Company, and any compensation for those services is in addition to and payable separately from the compensation set forth herein.

 

As of the date of this filing, formal agreements regarding the foregoing are in process and will be filed with the Commission as and when required by SEC rules.

 

Item 9.01 Exhibits

 

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: July 8, 2024

 

AGRIFORCE GROWING SYSTEMS, LTD.
By:	/s/ Jolie Kahn
	Jolie Kahn
	Chief Executive Officer

 

 

 

v3.24.2

Cover	Jul. 01, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 01, 2024
Entity File Number	001-40578
Entity Registrant Name	AGRIFORCE GROWING SYSTEMS, LTD.
Entity Central Index Key	0001826397
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	800-525 West 8th Avenue
Entity Address, City or Town	Vancouver
Entity Address, State or Province	BC
Entity Address, Country	CA
Entity Address, Postal Zip Code	V5Z 1C6
City Area Code	(604)
Local Phone Number	757-0952
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Shares
Title of 12(b) Security	Common Shares
Trading Symbol	AGRI
Security Exchange Name	NASDAQ
Series A Warrants
Title of 12(b) Security	Series A Warrants
Trading Symbol	AGRIW
Security Exchange Name	NASDAQ

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