AgriFORCE Seeks Massive Share Increase for Incentive Plan, PIPE Deal

TL;DR

**AVX is asking shareholders to greenlight massive dilution for a PIPE deal and executive incentives; vote 'FOR' if you believe in their long-term vision, 'AGAINST' if you fear your stake shrinking.**

AI Summary

AgriFORCE Growing Systems Ltd. (AVX) is holding its 2025 Annual Meeting on October 27, 2025, where shareholders will vote on four key proposals. The most significant proposals include the approval of an amendment to the 2024 Equity Incentive Plan to increase shares reserved for issuance from 87,237 to 5,750,000, representing a substantial 6,492% increase. Additionally, shareholders will vote on the issuance of Common Shares and other transactions related to a private placement (PIPE Transaction) to comply with Nasdaq Listing Rule 5635. The company had 2,501,341 Common Shares issued and outstanding as of the September 19, 2025 record date. The Board of Directors unanimously recommends a 'FOR' vote on all proposals, including the election of five current directors and the ratification of CBIZ CPAs P.C. as the independent auditor for fiscal year 2025. Director Jolie Kahn is the only 5% beneficial owner, holding 167,738 shares, or 6.7% of outstanding Common Stock.

Why It Matters

This DEF 14A filing is critical for AVX investors as it outlines significant potential dilution and a strategic capital raise. The proposed increase in the equity incentive plan from 87,237 to 5,750,000 shares could substantially dilute existing shareholder value, impacting per-share metrics. The PIPE transaction, while potentially bringing in much-needed capital, also involves issuing new Common Shares, further contributing to dilution. For employees, a larger equity incentive pool could be a positive for retention and motivation, but investors must weigh this against the dilution risk and the company's competitive position in the agricultural technology sector.

Risk Assessment

Risk Level: high — The risk level is high due to the proposed 6,492% increase in shares reserved for the 2024 Equity Incentive Plan (from 87,237 to 5,750,000 shares) and the approval of a PIPE Transaction involving the issuance of Common Shares. These actions indicate significant potential for dilution of existing shareholder value, which could negatively impact the stock price and ownership percentages.

Analyst Insight

Investors should carefully evaluate the potential dilution from the proposed 5,750,000 shares for the equity incentive plan and the PIPE transaction. Consider voting 'FOR' if you believe the capital raise and incentive plan are crucial for the company's growth and long-term value creation, or 'AGAINST' if you prioritize protecting current shareholder equity from dilution.

Key Numbers

• 5,750,000 — Shares reserved for 2024 Equity Incentive Plan (Increased from 87,237 shares)
• 87,237 — Original shares reserved for 2024 Equity Incentive Plan (Prior to proposed amendment)
• 2,501,341 — Common Shares issued and outstanding (As of September 19, 2025 record date)
• 6.7% — Percentage of Common Stock beneficially owned by Jolie Kahn (Largest individual beneficial owner)
• 20.7% — Total percentage of Common Stock beneficially owned by all officers and directors (As a group of 8 persons)
• $25,000 — Estimated cost for proxy solicitor (For the 2025 Annual Meeting)
• 33% — Minimum quorum requirement (Of issued shares entitled to be voted at the meeting)

Key Players & Entities

• AgriFORCE Growing Systems Ltd. (company) — Registrant
• CBIZ CPAs P.C. (company) — Independent registered certified public accountant
• Nasdaq Listing Rule 5635 (regulator) — Rule governing share issuance
• David Welch (person) — Chairman of the Board of Directors
• Jolie Kahn (person) — Director and 6.7% beneficial owner
• Continental Stock Transfer (company) — Company's transfer agent
• Campaign Management (company) — Proxy solicitor
• New York Stock Exchange (company) — Rules guiding broker non-votes
• Securities and Exchange Commission (regulator) — Filing oversight

FAQ

Risk Factors

• Nasdaq Listing Rule Compliance [high — regulatory]: The company is seeking shareholder approval for the issuance of Common Shares and related transactions in a private placement (PIPE Transaction) to comply with Nasdaq Listing Rule 5635. Failure to comply could result in delisting from Nasdaq.
• Equity Incentive Plan Share Increase [medium — financial]: Shareholders will vote on increasing the shares reserved for the 2024 Equity Incentive Plan from 87,237 to 5,750,000, a 6,492% increase. This significant dilution could impact existing shareholders' equity.
• Meeting Quorum Requirement [low — operational]: A minimum quorum of 33% of issued shares entitled to be voted is required for the annual meeting. If this quorum is not met, the meeting may be adjourned, delaying critical shareholder decisions.

Industry Context

AgriFORCE Growing Systems operates in the agricultural technology sector, focusing on controlled environment agriculture solutions. The industry is characterized by innovation in sustainable farming practices, vertical farming, and precision agriculture, driven by increasing global demand for food and concerns about climate change. Competition includes established agricultural companies and numerous startups developing advanced growing systems and technologies.

Regulatory Implications

The company must ensure compliance with Nasdaq Listing Rule 5635, which requires shareholder approval for certain share issuances. Failure to obtain approval for the PIPE transaction could lead to non-compliance and potential delisting from Nasdaq, significantly impacting liquidity and investor confidence.

What Investors Should Do

1. Vote FOR all proposals at the 2025 Annual Meeting.
2. Review the significant increase in the Equity Incentive Plan.
3. Ensure your vote is counted for non-routine matters if shares are held in 'street name'.

Key Dates

• 2025-10-27: 2025 Annual Meeting of Shareholders — Shareholders will vote on key proposals including equity incentive plan amendments and a PIPE transaction.
• 2025-09-19: Record Date — Determined the shareholders entitled to vote at the 2025 Annual Meeting. 2,501,341 Common Shares were issued and outstanding.
• 2025-10-02: Proxy Statement First Sent — Informs shareholders about the upcoming meeting and proposals, allowing time for review and proxy submission.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters to be voted on at an annual meeting. (This document is the proxy statement for AgriFORCE's 2025 Annual Meeting, outlining the proposals and board recommendations.)

PIPE Transaction

Private Investment in Public Equity. A transaction where a private company or a public company sells its securities to investors in a private placement. (AgriFORCE is seeking approval for a PIPE transaction to issue Common Shares and comply with Nasdaq listing rules.)

Equity Incentive Plan

A plan that allows a company to grant stock options, restricted stock, or other equity-based awards to employees, directors, or consultants. (Shareholders are voting on a significant increase in shares reserved for this plan, impacting potential future dilution.)

Broker Non-Vote

Occurs when a broker holding shares in 'street name' cannot vote those shares on a non-routine matter because the beneficial owner has not provided voting instructions. (Shareholders whose shares are held by a broker must provide instructions for non-routine matters like the equity plan amendment and PIPE transaction.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (September 19, 2025, was the record date, establishing that 2,501,341 Common Shares were outstanding and eligible to vote.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2025 Annual Meeting and does not contain comparative financial data from a previous year's annual report or proxy statement. However, it highlights a significant proposed increase in the equity incentive plan shares, from 87,237 to 5,750,000, indicating a substantial shift in the company's equity strategy. The need for a PIPE transaction to comply with Nasdaq rules also suggests recent or ongoing capital-raising activities and potential compliance challenges.

Key Financial Figures

• $25,000 — g, and estimates the cost thereof to be $25,000. What vote is required to approve eac

Filing Documents

• formdef14a.htm (DEF 14A) — 473KB
• formdef14a_001.jpg (GRAPHIC) — 10KB
• formdef14a_002.jpg (GRAPHIC) — 1913KB
• formdef14a_003.jpg (GRAPHIC) — 1340KB
• 0001493152-25-016603.txt ( ) — 8881KB
• agri-20241231.xsd (EX-101.SCH) — 3KB
• agri-20241231_def.xml (EX-101.DEF) — 5KB
• agri-20241231_lab.xml (EX-101.LAB) — 52KB
• agri-20241231_pre.xml (EX-101.PRE) — 39KB
• formdef14a_htm.xml (XML) — 5KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 AgriFORCE Growing Systems Ltd. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration (3) Filing Party: (4) Date Filed: AgriFORCE Growing Systems Ltd. 800-525 West 8th Avenue Vancouver, BC, Canada V5Z 1C6 October 2, 2025 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To the Shareholders of AgriFORCE Growing Systems Ltd.: You are cordially invited to attend the 2025 Annual Meeting of Shareholders (the "2025 Annual Meeting") of AgriFORCE Growing Systems Ltd., a British Columbia corporation (the "Company"), to be held at 9:00 AM Pacific time on October 27, 2025 at the Company's principal offices at 800-525 West 8th Avenue, Vancouver, BC, Canada V5Z 1C6. At the 2025 Annual Meeting, shareholders will be asked to consider and vote upon the following proposals: 1. Election of the Company's current directors. 2. The ratification of the appointment of CBIZ CPAs P.C. as the Company's independent registered certified public accountant for the 3. Approval of an amendment to the 2024 Equity Incentive Plan to increase the number of shares reserved for issuance from 87,237 to 5,750,000. 4. Approve, for the purpose of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of the Company's common shares ("Common Shares") and certain other transactions, pursuant to subscription agreements between certain accredited or institutional investors and the Company in a private placement transaction (the "PIPE Transaction"). 2 THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS A VOTE "FOR" ALL OF THE ABOVE PROPOSALS. Pursuant to the provisions of the Company's articles, the board of directors of the Company (the "Board") has fixed the close of business on September 19, 2025 as the record date (the "Record Date") for determining the shareholders of the Company entitled to notice of, and to vote at, the 2025 Annual Meeting or any adjournment thereof. Accordingly, only shareholders of record at the close of business on September 19, 2025 are entitled to notice of, and shall be entitled to vote at, the 2025 Annual Meeting or any postponement or adjournment thereof. Shareholders who do not intend to attend the meeting in person must submit votes by Proxy ahead of the proxy deadline of 12:00 a.m. (Pacific Time) on October 27, 2025 . Please review in detail the attached notice and proxy statement for a more complete statement of matters to be considered at the 2025 Annual Meeting. Your vote is very important to us regardless of the number of shares you own. Whether or not you are able to attend the 2025 Annual Meeting in person, please read the proxy statement and promptly vote your proxy via the internet, by telephone or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy in order to assure representation of your shares at the 2025 Annual Meeting. Granting a proxy will not limit your right to vote in person if you wish to attend the 2025 Annual Meeting and vote in person. By Order of the Board of Directors: /s/ David Welch David Welch, Chairman of the Board of Directors 3 AGRIFORCE GROWING SYSTEMS LTD. 800-525 West 8th Avenue, Vancouver, BC, Canada V5Z 1C6 ANNUAL MEETING OF SHAREHOLDERS To Be Held October 27, 2025 PROXY The Board of Directors (the "Board") of AgriFORCE Growing Systems Ltd. (the "Company") is soliciting proxies from its shareholders to be used at the annual meeting of shareholders to be held on October 27, 2025 (

View Full Filing

View this DEF 14A filing on SEC EDGAR