Agriforce Growing Systems Ltd. Files S-1/A Amendment

TL;DR

Agriforce Growing Systems Ltd. filed an S-1/A, looks like they're prepping for a public offering.

AI Summary

Agriforce Growing Systems Ltd. filed an S-1/A amendment on May 31, 2024, for its registration statement. The company, incorporated in British Columbia, Canada, is seeking to register an unspecified number of securities for public sale. The filing provides updated information regarding its business operations and financial structure.

Why It Matters

This filing indicates Agriforce Growing Systems Ltd. is moving forward with plans to offer its securities to the public, which could impact its capital structure and future growth prospects.

Risk Assessment

Risk Level: medium — As a company undergoing a registration process for a public offering, there are inherent risks associated with market reception and regulatory compliance.

Key Numbers

• 333-279154 — SEC File Number (Identifies this specific registration filing)

Key Players & Entities

• AGRIFORCE GROWING SYSTEMS LTD. (company) — Registrant
• May 31, 2024 (date) — Filing Date
• 333-279154 (registration_number) — SEC File Number
• Jolie Kahn, Esq. (person) — Agent for Service
• Vancouver, BC, Canada (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.12 — stock on the Nasdaq Capital Market was $0.12 per share. You should read this prosp

Filing Documents

• forms-1a.htm (S-1/A) — 983KB
• ex5-1.htm (EX-5.1) — 8KB
• ex23-1.htm (EX-23.1) — 3KB
• ex107.htm (EX-FILING FEES) — 9KB
• forms-1_001.jpg (GRAPHIC) — 14KB
• 0001493152-24-022246.txt ( ) — 1023KB

Risk Factors

Risk Factors 14 Cautionary Note Regarding Forward-Looking Statements 14

Use of Proceeds

Use of Proceeds 28 Market for Our Common Stock and Related Stockholder Matters 28 Dividend Policy 28 Directors, Officers and Corporate Governance

Executive Compensation

Executive Compensation 35

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 35 Certain Relationships and Related Party Transactions 36

Description of Securities

Description of Securities 41 Selling Stockholders Table 43 Plan of Distribution 44 Legal Matters 46 Experts 46 Where You Can Find Additional Information 46 Incorporation by Reference 46 We have not, and the selling stockholders have not, authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or in any free writing prospectus we have prepared and filed with the SEC. We and the selling stockholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under the circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or of any sale of our common stock. For investors outside of the United States: Neither we nor the selling stockholders have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock and the distribution of this prospectus outside of the United States. No person is authorized in connection with this prospectus to give any information or to make any representations about us, the securities offered hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. If any other information or representation is given or made, such information or representation may not be relied upon as having been a

BUSINESS

BUSINESS Overview AgriFORCE™ was incorporated as a private company by Articles of Incorporation issued pursuant to the provisions of the Business Corporations Act (British Columbia) on December 22, 2017. The Company’s registered and records office address is at 800 – 525 West 8 th Avenue, Vancouver, BC, Canada, V5Z 1C6. Our

Business

Business AgriFORCE™ is an “Ag-Tech” company with a primary focus to developing and utilizing our intellectual property assets for improvements dedicated to the agricultural industry. We believe that this goal is best achieved by using our proprietary IP for solutions in the agricultural industry as well as seeking development of new IP to both enhance the technology which we already retain in house as well as development of new technologies which can increase our footprint in the Ag-Tech space with expansion into other areas which have ESG ramifications. Our AgriFORCE™ Brands division is focused on the development and commercialization of plant-based ingredients and products that deliver more nutritious food. We will market and commercialize ingredient supplies, like our Awakened Flour™ and Awakened Grains ™. The AgriFORCE™ Solutions division is dedicated to transforming modern agriculture through our controlled environment agriculture (“CEA”) equipment, including our FORCEGH+™” solution. We are continuing to modify our business plan to accommodate artificial intelligence and blockchain in the development and implementation of FinTech systems to commercial farmers, and advancing on the commercialization of our Hydroxyl clean room systems to greatly reduce the spread of pathogens, mold and disease at processing facilities worldwide. 1 AgriFORCE™ Brands UN(THINK)™ Foods The Company purchased Intellectual Property (“IP”) from Manna Nutritional Group, LLC (“Manna”), a privately held firm based in Boise, Idaho on September 10, 2021. The IP encompasses a granted patent to naturally process and convert grain, pulses and root vegetables, resulting in low-starch, low-sugar, high-protein, fiber-rich baking flour as well as produces a natural sweetener juice. The core process is covered under Patent Nr. 11,540,538 in the U.S. and key international markets. The al

BUSINESS

BUSINESS PLAN The Company will launch a full line up of Hydroxyl Devices and start commercializing the Hydroxyl Devises into the US market of CEA and Food Manufacturing. The Company will identify and establish exclusive distribution agreement for the EMEA region as well Expand Distribution Network into Latin America and Asia. The Company will also advance on the commercialization of our Hydroxyl clean room systems to greatly reduce the spread of pathogens, mold and disease at processing facilities worldwide. The Company is exploring opportunities to utilize its patented FORCEGH+™ structure and its related technologies in joint ventures and licensing. The Company is also studying the utilization of FORCEGH+ technologies in arctic, tropical and desert environments. The Company intends to continue development of and license of its technology to existing farmers in the plant based pharmaceutical, nutraceutical, and high value crop markets using its unique patented facility design and hydroponics based automated growing system that enable farmers to effectively grow crops in a sealed controlled environment (“FORCEGH+™”). The Company also looks to expand its efforts into development of blockchain solutions and the implementation of these solutions into FinTech systems to allow quicker and less costly transactions between commercial farmers. The Company is exploring opportunities to utilize its patented FORCEGH+™ structure and its related technologies in joint ventures and licensing. The Company is also studying the utilization of FORCEGH+ technologies in arctic, tropical and desert environments and artificial intelligence and blockchain in the development and implementation of FinTech systems to commercial farmers, and advancing on the commercialization of our Hydroxyl clean room systems to greatly reduce the spread of pathogens, mold and disease at processing facilities worldwide. The AgriFORCE Clean Solutions The Company’s

View Full Filing

View this S-1/A filing on SEC EDGAR