8-K

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): July 17, 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 5.02 Departure of an Executive Officer; Appointment of an Executive Officer

Effective July 17, 2023, Richard Wong, the Chief Financial Officer of AgriForce Growing Systems, Ltd. (the “Company”), has replaced Ingo Mueller as Chief Executive Officer. Mr. Wong has been appointed Interim Chief Executive Officer by the Company’s Board of Directors until such time as a permanent replacement for Mr. Mueller is appointed.

Item 8.01 Other Information

The attached press release is being released today regarding the matters set forth in this Item 8.01.

Item 9.01 Exhibits

99.1	Press Release Dated July 18, 2023
104	Inline XBRL

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: July 18, 2023
AGRIFORCE GROWING SYSTEMS, LTD.
By:	/s/ Richard Wong
Name:	Richard Wong
Title:	Interim CEO and CFO

EX-99.1

Exhibit 99.1

AgriFORCE Announces Management Restructuring and

Renewed Focus on Organic Growth and Profitability

David Welch and John Meekison appointed Co-Chairs of the Board of Directors

Richard Wong appointed Interim CEO

VANCOUVER, British Columbia, July 18, 2023: AgriFORCE Growing Systems Ltd. (“the Company”) (NASDAQ: AGRI; AGRIW), an agtech company focused on advancing sustainable cultivation and plant-based products, today announced the appointments of current board members, David Welch and John Meekison, as Co-Chairs of the Board of Directors. Additionally, Richard Wong, who currently serves as Chief Financial Officer, has also been appointed Interim Chief Executive Officer, replacing Ingo Mueller, who will remain on the board of directors.

Mr. Welch, who has served as a member of the board since 2019, is the founding partner at Enso Law, L.L.P., a law firm in Los Angeles, California. He has a broad base of experience representing clients in areas of litigation, corporate governance and financing, intellectual property and regulatory advisement, and defense. Mr. Welch also focuses on complex commercial transactions and finance. Mr. Welch obtained his Juris Doctorate degree from Loyola Law School and received his Bachelor of Arts in Political Science from California State University, Fullerton. He is a member of the Los Angeles County and American Bar Associations.

Mr. Meekison, who has served as a member of the board since 2019, has spent the last 15 years serving in a variety of executive management and CFO roles with both private and public companies, currently as the CFO and Director of Exro Technologies Inc., a technology company that creates energy management systems; and CFO of ArcWest Exploration Inc., a mining exploration company in British Columbia. He currently serves on the Board of Directors of Telo Genomics Corp. and Adven Inc. Prior to his position at Exro Technologies Inc., Mr. Meekison spent 15 years in corporate finance with a focus on raising equity capital for North American technology companies, including nine years at Haywood Securities Inc. Mr. Meekison received his Bachelor of Arts from the University of British Columbia and is a Chartered Professional Accountant, Professional Logistician and Certified Investment Manager.

Mr. Wong has over 25 years of experience in both start-up and public companies in the consumer goods, fertilizer, manufacturing, and forest industries where he helped propel revenue growth and led business turnarounds. Prior to joining the Company in 2018, he was a partner in First Choice Capital Advisors from 2008-2016 and a partner in Lighthouse Advisors Ltd. from 2016-2018. Mr. Wong has also served as the CFO of Emerald Harvest Co., Dan-D Foods, Ltd., and was the Director of Finance and CFO of SUGOI Performance Apparel and had served positions at Canfor, Canadian Pacific & other Fortune 1000 companies. Mr. Wong is a Chartered Professional Accountant, and a member since 1999. Mr. Wong has a Diploma in Technology and Financial Management from the British Columbia Institute of Technology.

Mr. Wong stated, “We are reallocating resources to focus on commercialization and organic growth of the Company’s three key assets: Un(Think) Foods, a brand based on our patented process to naturally convert grains and pulses; AgriFORCE-RCS Hydroxyl generating devices for eliminating pathogens and volatile organic compounds (VOCs) in food manufacturing and controlled environment agriculture; and the Company’s patented GrowHouse structures and automated growing systems. Each of these technologies target distinct, multi-billion-dollar addressable markets, and we have a talented team to bring these innovative products and technologies to market in the most timely and cost-efficient manner possible and we are focused on driving organic growth, positive cash flow and maximizing returns 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

XML

Cover	Jul. 17, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 17, 2023
Entity File Number	001-40578
Entity Registrant Name	AGRIFORCE GROWING SYSTEMS, LTD.
Entity Central Index Key	0001826397
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	300 - 2233 Columbia Street
Entity Address, City or Town	Vancouver
Entity Address, State or Province	BC
Entity Address, Postal Zip Code	V5Y 0M6
City Area Code	(604)
Local Phone Number	757-0952
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Shares
Title of 12(b) Security	Common Shares
Trading Symbol	AGRI
Security Exchange Name	NASDAQ
Series A Warrants
Title of 12(b) Security	Series A Warrants
Trading Symbol	AGRIW
Security Exchange Name	NASDAQ