AgriForce Growing Systems Files S-1 for Public Offering

TL;DR

AgriForce Growing Systems just filed an S-1, looks like they're gearing up for a public stock offering.

AI Summary

AgriForce Growing Systems Ltd. filed an S-1 registration statement with the SEC on February 6, 2025, to register an unspecified number of securities for public sale. The company, incorporated in British Columbia, Canada, is involved in prefabricated metal buildings and components. Its principal executive offices are located in Vancouver, BC.

Why It Matters

This S-1 filing indicates AgriForce Growing Systems Ltd. is preparing to offer its securities to the public, which could impact its capital structure and stock availability.

Risk Assessment

Risk Level: medium — As an S-1 filing, it signifies a company preparing for a public offering, which inherently carries market and execution risks.

Key Numbers

• 333-284736 — SEC File Number (Identifies the specific registration statement with the SEC.)
• February 6, 2025 — Filing Date (The date the S-1 registration statement was officially submitted.)

Key Players & Entities

• AGRIFORCE GROWING SYSTEMS LTD. (company) — Registrant
• 0001493152-25-005223 (filing_id) — Accession Number
• February 6, 2025 (date) — Filing Date
• 333-284736 (registration_number) — SEC File Number
• Vancouver, BC, Canada (location) — Principal Executive Offices
• Jolie Kahn, Esq. (person) — Agent for Service

FAQ

Key Financial Figures

• $2.04 — stock on the Nasdaq Capital Market was $2.04 per share. You should read this prospe

Filing Documents

• forms-1.htm (S-1) — 649KB
• 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
• 0001493152-25-005223.txt ( ) — 689KB

Risk Factors

Risk Factors 11 Cautionary Note Regarding Forward-Looking Statements 18

Use of Proceeds

Use of Proceeds 19 Market for Our Common Stock and Related Stockholder Matters 19 Dividend Policy 19

Executive Compensation

Executive Compensation 24

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 24 Certain Relationships and Related Party Transactions 25

Description of Securities

Description of Securities 30 Selling Stockholders Table 32 Plan of Distribution 33 Legal Matters 35 Experts 35 Where You Can Find Additional Information 35 Incorporation by Reference 35 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. Most recently, the Company has entered into the sustainable Bitcoin mining industry and has completed two acquisitions since late November 2024 pursuant to which the Company now owns and operates three Bitcoin mining facilities, one in Alberta, Canada and two in Ohio, for a total of 1120 BITMAIN Antminer S19j units. 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 enco

BUSINESS

BUSINESS PLAN The Company will launch a full line up of Hydroxyl Devices and start commercializing the Hydroxyl Devises into international markets including various industries. 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&

BUSINESS

BUSINESS PLAN 2025 Expand Distribution Network into Latin America, Europe and Asia. Sustainable Bitcoin Mining As of the fourth quarter of 2024, the Company has entered into the sustainable Bitcoin mining industry and has completed two acquisitions since late November 2024 pursuant to which the Company now owns and operates three Bitcoin mining facilities, one in Alberta, Canada and two in Ohio, for a total of 1120 BITMAIN Antminer S19j units. The facility is powered by sustainable energy, advancing AgriFORCE’s mission to integrate innovative technologies that promote environmental stewardship while generating significant financial returns. The Company is proud to announce the launch of sustainable agricultural operations at its newly acquired Bitcoin mining facility in Sturgeon County, Alberta, Canada. By harnessing the excess heat and carbon emissions from Bitcoi

View Full Filing

View this S-1 filing on SEC EDGAR