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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): May 25, 2023
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.) |
| 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 |
| 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
1.02 Termination of a Material Definitive Agreement
Effective
May 25, 2023, the previously announced sales and purchase agreement between AgriForce Growing Systems, Ltd. (the “Company”)
and Delphy Groep BV was terminated. The mutual decision to end the sales and purchase agreement was reached after extensive due diligence,
an evaluation of the historical and projected financials, potential for impairment risk, as well as current market conditions. Based
on these factors, a revised purchase price was sought by the Company and could not be agreed upon by the parties.
Item
8.01 Other Information
The
attached press release is being released today, June 1st, regarding the matters set forth in Item 1.02 above.
Item
9.01 Exhibits
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:
June 1, 2023 |
|
| |
|
| AGRIFORCE
GROWING SYSTEMS, LTD. |
|
| |
|
| By: |
/s/
Richard Wong |
|
| Name: |
Richard
Wong |
|
Exhibit
99.1
AgriFORCE
formally ends efforts to Acquire Delphy Group BV
Decision
follows extensive due diligence, as well as careful
evaluation
of projections and market conditions
Progressing
with alternative M&A transactions which are expected to be highly synergistic and accretive
VANCOUVER,
British Columbia, June 1st, 2023 – AgriFORCE Growing Systems Ltd. (“the Company”) (NASDAQ: AGRI; AGRIW), an intellectual
property (IP)-focused agtech company dedicated to advancing sustainable cultivation practices and food and plant products, today announced
that it has formally ended its efforts to acquire Delphy Group BV., a leading Agriculture and Horticulture consulting firm based in the
Netherlands.
The
mutual decision to end the sales and purchase agreement was reached after extensive due diligence, an evaluation of the historical and
projected financials, potential for impairment risk, as well as current market conditions. Based on these factors, a revised purchase
price could not be agreed upon by the parties.
Ingo
Mueller, CEO of AgriFORCE commented, “Although we are disappointed to end our efforts to acquire the Delphy Group BV, it was the
prudent decision following an extensive due diligence process. Importantly, we have a very rigorous process for conducting M&A, which
we believe highlights our strict standards and discipline. After over a year of collaboration, due diligence and involvement with Delphy
in helping craft their strategic growth plans, we remain convinced in the power of knowledge and the value Delphy brings to its customers
and hope to find a way to continue to work together and re-visit the collaboration at a later time. Moreover, we continue to proceed
aggressively on the M&A front, where we believe there are significant opportunities to acquire undervalued, accretive and highly
synergistic businesses, including but not limited to those previously announced. We look forward to providing further updates as we advance
these alternative transactions, which we believe will ultimately drive much greater value for our shareholders.”
ABOUT
AGRIFORCE
AgriFORCE
Growing Systems Ltd. (NASDAQ: AGRI; AGRIW) is an agtech company focused on building an integrated agtech platform that combines the best
technology, intellectual property, and knowledge to solve an urgent problem – providing the best solutions to help drive sustainable
crops and nutritious food for people around the world. The AgriFORCE vision is to be a global leader in delivering plant-based foods
and products through an advanced and sustainable agtech platform that makes positive change in the world—from seed to table. Additional
information about AgriFORCE is available at: www.agriforcegs.com.
Follow
AgriFORCE on Twitter: @agriforcegs
Follow
AgriFORCE on Facebook: AgriFORCE Growing Systems Ltd.
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