Exhibit 10.1
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): September 22, 2022
AGRIFORCE GROWING SYSTEMS, LTD.
(Exact Name of Registrant as Specified in Charter)
| 001-40578 | NA | |||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
300-2233 Columbia Street Vancouver, BC, |
V5Y 0M6 | |
| (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 | ||
| The Capital Market | ||||
| Series A Warrants | AGRIW | The 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 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) |
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 | |
Exhibit 10.1
Exhibit 99.1
AgriFORCE Reports Further Progress on Planned Acquisition of Delphy, a Leading European Agriculture/Horticulture and AgTech Consulting Firm
Reports reduction in upfront purchase price plus addition of earnout reflecting mutual confidence in the outlook and further alignment of interests
September 26, 2022 09:00 ET | Source: Agriforce Growing Systems Ltd.
VANCOUVER, British Columbia, Sept. 26, 2022 (GLOBE NEWSWIRE) — AgriFORCE Growing Systems Ltd. (“the Company”) (NASDAQ: AGRI; AGRIW), an intellectual property (IP)-focused AgTech company dedicated to advancing sustainable cultivation and crop processing across multiple platforms, today announced that following the definitive agreement to acquire Delphy Groep BV (Delphy), a Netherlands-based AgTech consultancy firm, the parties have further agreed to mutually extend the closing date as part of an Amended Agreement, to allow for sufficient time to complete a Form 14A for shareholder approval. The transaction is expected to be completed in the current calendar year, subject to AgriFORCE shareholder approval.
The Amended Agreement will reduce the total purchase price from USD$29 million to USD$17.66 million1, plus a potential earnout of up to USD$5.99 million1 over 2 years, based on achieving future performance milestones.
AgriFORCE CEO Ingo Mueller commented, “Due to the size of this planned transaction and the necessary adjustments to convert from Dutch GAAP to US GAAP where certain Government contract work is classified differently, the audit took longer than expected; however, Delphy has completed their audit and we are now looking to close the acquisition before year-end, subject to timely shareholder approval. We are extremely excited by Delphy’s robust capabilities and expanding customer base, and are more excited than ever about the potential revenue and operational synergies between our two organizations. Additionally, the reduction in the planned purchase price with the addition of an earnout component reflects the further alignment of our interests and our mutual confidence in the outlook for the business. Importantly, we believe this accretive acquisition will significantly transform our business and help catapult AgriFORCE onto the global stage.”
Jacco van der Wekken, CEO of Delphy, further noted, “We have worked hard to complete the audit and now look forward to building our strong relationship further. In the meantime, both AgriFORCE and Delphy have used this opportunity to put in place strategic plans, so we can hit the ground running immediately upon completion of the merger. Our two companies share an aligned mission and vision for the combined organization and believe the timing of this transaction will enable us to provide innovative solutions to the global food supply challenges through new production methodologies, advanced IP and the introduction of innovative products. In turn, we believe this will result in strong revenue growth and maximization of stakeholder’s value.”
About Delphy
Created in 2013 by the merger of DLV – a privately held former Department of the Dutch Ministry of Agriculture – and GreenQ – a company focusing on consultancy, education, projects and R&D innovation behind its Improvement Centres, Delphy is a leading consultancy and R&D improvement company based in the Netherlands, with over 200 employees and global operations. Delphy’s name is based on the classical antiquity name ‘Delphi’ which was the place where people came together with questions about crops, fertility and harvesting. Delphy stands for Worldwide Expertise in Food and Flowers.
About AgriFORCE
AgriFORCE Growing Systems Ltd. (NASDAQ: AGRI; AGRIW) is an AgTech company focused on the development and acquisition of crop production know-how and intellectual property augmented by advanced AgTech facilities and solutions. Looking to serve the global market, the Company’s current focus is on North and Central America, Europe, and Asia. The AgriFORCE vision is to be a leader in delivering plant-based foods and products through advanced and sustainable AgTech solution platforms that make positive change in the world—from seed to table. The AgriFORCE goal: Clean. Green. Better. Additional information about AgriFORCE is available at: www.agriforcegs.com.
1 Based on foreign exchange rate of EUR/USD of 1.00 as of September 20th, 2022
Follow AgriFORCE on Twitter: @agriforcegs
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Connect with AgriFORCE on LinkedIn: AgriFORCE Growing Systems Ltd.
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the Securities and Exchange Commission and elsewhere. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.
This announcement is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy securities of the issuer. Any offer to sell or solicitation of an offer to buy securities of the issuer may only be made pursuant to a valid prospectus pursuant to an effective registration statement or pursuant to a valid exemption from registration under the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.
Company Contact:
Ian Pedersen
Tel: (604) 757-0952
Email: ipedersen@agriforcegs.com
Investor Relations:
Crescendo Communications, LLC
David Waldman/Alexandra Schilt
Tel: (212) 671-1021
Email: AGRI@crescendo-ir.com
Media Relations:
Peppercomm
Hannah Robbins
Tel: (415) 633-3205
Email: AgriFORCE@peppercomm.com