S-1/A: AgriFORCE Growing Systems Files Amendment No. 1 to Form S-1 Registration Statement for Resale of Common Stock

AgriFORCE Growing Systems has filed an amendment to its registration statement to allow selling stockholders to offer up to 9,698,474 shares of common stock for resale.

Summary

• AgriFORCE Growing Systems Ltd. has filed an amendment to its Form S-1 registration statement with the SEC.
• The registration statement pertains to the offer and sale of up to 9,698,474 shares of common stock by selling stockholders.
• The company will not receive any proceeds from the sale of these shares.
• The selling stockholders will receive all proceeds from the sale.
• The company will incur expenses related to the registration of these shares.
• The selling stockholders may sell shares through public or private transactions at prevailing market prices or negotiated prices.
• The timing and amount of any sale are at the sole discretion of the selling stockholders.
• The company's common stock is listed on the Nasdaq Capital Market under the symbol AGRI.
• On April 24, 2025, the last reported sale price of the common stock was $1.78 per share.
• The document includes risk factors, forward-looking statements, and information about the company's business, financial condition, and corporate governance.
• AgriFORCE is an Ag-Tech company with a primary focus to developing and utilizing our intellectual property assets for improvements dedicated to the agricultural industry.
• Most recently, the Company has entered into the sustainable Bitcoin mining industry and has completed two acquisitions since late November 2024 pursuant to which the Company now owns and operates three Bitcoin mining facilities, one in Alberta, Canada and two in Ohio, for a total of 1,250 BITMAIN Antminer units.

Sentiment

Score: 6

Explanation: The document presents a mix of positive developments (expansion into Bitcoin mining, sustainable practices) and risks (Bitcoin volatility, dependence on third parties). The sentiment is neutral to slightly positive.

Positives

• AgriFORCE is expanding into sustainable Bitcoin mining, potentially creating new revenue streams.
• The company is integrating sustainable energy solutions into its Bitcoin mining operations, reducing its environmental footprint.
• The company is exploring opportunities to utilize its patented FORCEGH+ structure and its related technologies in joint ventures and licensing.
• The company is studying the utilization of FORCEGH+ technologies in arctic, tropical and desert environments.
• The company is advancing on the commercialization of our Hydroxyl clean room systems to greatly reduce the spread of pathogens, mold and disease at processing facilities worldwide.

Negatives

• The company will not receive any proceeds from the sale of shares by the selling stockholders.
• Bitcoin prices are highly volatile, which may affect the company's ability to effectively manage growth plans and profitability.
• The company's miners have an average age of three years, which may impact their efficiency and reliability.
• The company's weighted average cost of one Bitcoin mined is approximately $41,000, which may be higher than the current market price of Bitcoin.
• The company is dependent upon the financial viability of its third-party hosting operators.

Risks

• Bitcoin prices are highly volatile, which may affect the company's ability to effectively manage growth plans and profitability.
• If the company fails to grow its hash rate, it may be unable to compete, and its results of operations could suffer.
• Geopolitical or economic crises may create increased uncertainty and price changes, or motivate large-scale sales of digital assets, which could result in a reduction in some or all digital assets values and adversely affect an investment in our securities.
• The sale of the company's digital assets to pay expenses at a time of low digital asset prices could adversely affect an investment in our securities.
• The development and acceptance of digital asset networks and other digital assets, which represent a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate.
• The open-source structure of the Bitcoin network protocol means the contributors to the protocol are generally not directly compensated for their contributions in maintaining and developing the protocol.
• Changes to a digital asset network in which the company is directing its mining efforts may adversely affect an investment in our securities.
• As the number of digital assets awarded for solving a block in the blockchain decreases, the incentive for miners to continue to contribute processing power to the respective digital asset network will transition from a set reward to transaction fees.
• If a malicious actor or botnet obtains control in excess of 50% of the processing power active on any digital asset network, including the Bitcoin network, it is possible that such actor or botnet could manipulate the blockchain in a manner that adversely affects an investment in our securities.
• Bitcoin is subject to halving, and as such the reward for successfully solving a block will halve several times in the future and its value may not adjust to compensate us for the reduction in the rewards we receive from our mining efforts, which could cause us to cease our mining operations altogether and investors could suffer a complete loss of their investment.
• To the extent that the profit margins of digital asset mining operations are not high, operators of digital asset mining operations are more likely to immediately sell their digital assets earned by mining in the digital asset exchange market, resulting in a reduction in the price of digital assets that could adversely impact an investment in our securities.
• The loss or destruction of a private key required to access a digital asset may be irreversible.
• Security threats to the company's business could result in, a loss of our digital assets, or damage to our reputation and our brand, each of which could adversely affect an investment in our securities.
• Digital asset transactions are irrevocable and stolen or incorrectly transferred digital assets may be irretrievable.
• The limited rights of legal recourse against the company, and the company's lack of insurance protection expose the company and its stockholders to the risk of loss of our digital assets for which no person is liable.
• If the company or its third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our bitcoin, the company may lose some or all of its bitcoin and its financial condition and results of operations could be materially adversely affected.
• The company relies on third-party hosting, and as such, its operations could be adversely affected by the actions or inactions of such third-parties.
• The company has engaged in, and in the future may engage in, strategic acquisitions and other arrangements that could disrupt our business, cause dilution to our stockholders, reduce our financial resources and harm our operating results.

Future Outlook

The company intends to continue development and license its technology to existing farmers in the plant based pharmaceutical, nutraceutical, and high value crop markets using its unique patented facility design and hydroponics based automated growing system that enable farmers to effectively grow crops in a sealed controlled environment (FORCEGH+). The Company also looks to expand its efforts into development of blockchain solutions and the implementation of these solutions into FinTech systems to allow quicker and less costly transactions between commercial farmers.

Management Comments

• The Company is grateful to its investors for the confidence placed in its ability to execute its business plan with the closing of the third acquisition in six months, which as with the Redwater acquisition is providing immediately cash flow to the Company.
• This acquisition has increased the Companys hashrate by over 600% and highlights the Companys strategic growth plan of stranded gas assets to be coupled with sustainable agricultural assets in the coming months.

Industry Context

The document highlights AgriFORCE's efforts to integrate technology into agriculture and Bitcoin mining, aligning with broader industry trends of sustainable practices and technological innovation in both sectors.

Comparison to Industry Standards

• The document does not provide enough information to make a detailed comparison to industry standards.
• However, the company's focus on sustainable Bitcoin mining and integration of technology into agriculture aligns with broader industry trends.
• A more detailed comparison would require information on the company's financial performance, operational efficiency, and market share relative to its competitors.

Legal Proceedings

• The company is subject to the legal proceeding and claims described in detail in Note 17. Commitments and Contingencies to the audited financial statements included in the Companys Annual Report on Form 10-K for the year ended December 31, 2023.

Related Party Transactions

• As of December 31, 2024, $600,000 (December 31, 2023, $57,561) in total was owing to officers and directors or to companies owned by officers and directors of the Company for services and expenses.
• During the year ended December 31, 2024 and 2023, the Company incurred $58,445 and $8,213, respectively, to our U.S. general counsel firm, Enso Law against legal services, a corporation controlled by a director of the Company.

Stakeholder Impact

• The facility's operations are expected to generate meaningful economic benefits for Ohio, including job creation and enhanced food security.

Next Steps

• The company will continue to expand sales into Mexico through its distributor, Commercializadora DESICO.
• The company will continue to explore acquisition of new miners and power opportunities.
• The company will continue to develop its solution for fruits and vegetables focusing on the integration of its current structure with a new form of vertical grow technology.
• The company will launch a full line up of Hydroxyl Devices and start commercializing the Hydroxyl Devises into international markets including various industries.
• The company will identify and establish exclusive distribution agreement for the EMEA region as well Expand Distribution Network into Latin America and Asia.
• The company will also advance on the commercialization of our Hydroxyl clean room systems to greatly reduce the spread of pathogens, mold and disease at processing facilities worldwide.
• The company is exploring opportunities to utilize its patented FORCEGH+ structure and its related technologies in joint ventures and licensing.
• The company is also studying the utilization of FORCEGH+ technologies in arctic, tropical and desert environments.

Key Dates

Keywords

AgriFORCE, common stock, registration statement, Bitcoin mining, selling stockholders, digital assets, hash rate, debentures, warrants, risk factors, sustainable agriculture, FORCEGH+, hydroxyl devices, Ag-Tech