UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 5.07 Submission of Matters to a Vote of Securityholders
AgriForce Growing Systems, Ltd. (the “Company”) held its Annual Meeting of Shareholders on Monday, October 27, 2025; wherein holders of the common stock, as of the record date of September 19, 2025, were entitled to receive notice and vote at the meeting, held at the Company’s principal offices at 800-525 West 8th Avenue, Vancouver, BC, Canada V5Z 1C6 at 9:00 a.m. Pacific Time (PDT). The Inspector of Elections certified that as of the record date, there were 2,501,340 common shares entitled to vote; and that the total number of shares voted in person or by proxy were 1,554,534 - 62.148%, which were cast as follows:
1. Election of the following five (5) director nominees to hold office until the 2026 annual meeting
| For | Withhold | Broker Non-Vote | ||||
| 01) John Meekison | 999,035 | 11,831 | 543,668 | |||
| 02) David Welch | 999,609 | 11,257 | 543,668 | |||
| 03) Amy Griffith | 999,613 | 11,253 | 543,668 | |||
| 04) Richard Levychin | 999,585 | 11,281 | 543,668 | |||
| 05) Elaine Goldwater | 999,610 | 11,256 | 543,668 |
2. Ratification of the appointment of CBIZ CPAS P.C. as the company’s independent registered certified public accountant for the fiscal year ending December 31, 2025.
| For | Against | Abstain | ||
| 1,505,620 | 41,368 | 7,546 |
3. Approval of an amendment to the 2024 equity incentive plan to increase the number of shares reserved for issuance from 87,237 to 5,750,000.
| For | Against | Abstain | Broker Non-Vote | |||
| 981,616 | 28,938 | 312 | 543,668 |
4.Approval, for the purpose of complying with the applicable provisions of nasdaq listing rule 5635, of the issuance of the company’s common shares and certain other transactions pursuant to subscription agreements between certain accredited investors and the company in a private placement transaction.
| For | Against | Abstain | Broker Non-Vote | |||
| 990,959 | 19,199 | 708 | 543,668 |
Item 8.01 Other Matters
On October 27, 2025, the Company issued a press release regarding the matters set forth above in Item 5.07. The press release is attached hereto as Exhibit 99.1.
Item 9.01 Exhibit
| Item 99.1 | Press Release dated October 27, 2025 | |
| Item 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: October 27, 2025
| AGRIFORCE GROWING SYSTEMS, LTD. | ||
| By: | /s/ Jolie Kahn | |
| Name: | Jolie Kahn, CEO | |