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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): 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
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 |
|
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
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