SCHEDULE: AgriForce Secures $21.8M Investment, Appoints New Chairman

AgriForce Growing Systems Ltd. completed a $21.8 million private placement, resulting in a 9.9% stake for Hivemind Master Fund and the appointment of Yechuan Zhang as Chairman.

Summary

• AgriForce Growing Systems Ltd. completed a private placement (PIPE Transaction) on November 5, 2025.
• The Issuer sold 9,245,081 Common Shares to Hivemind Validation Master Fund LP.
• The total consideration for the shares was $17 million in cash and $4.8 million in AVAX tokens, totaling $21.8 million.
• The per Common Share purchase price was approximately $2.36.
• Yechuan Zhang was appointed to the Board of Directors and as Chairman of the Board on November 5, 2025.
• Mr. Zhang is the managing partner of Hivemind Capital Partners, LLC, which serves as the Issuer's asset manager for digital asset strategies.
• Hivemind Capital Partners, LLC receives an annual management fee of 1.25% of the Account Size for its services.
• The Reporting Persons (Yechuan Zhang, Hivemind Capital Partners, LLC, Hivemind Validation QOZ GP LLC, and Hivemind Validation Master Fund LP) collectively beneficially own 9,245,081 Common Shares, representing approximately 9.9% of the Issuer's outstanding Common Shares.

Sentiment

Score: 7

Explanation: The capital raise provides significant funding and the appointment of a new Chairman with an asset management background could signal positive strategic shifts and improved governance. However, the need for such a raise and the potential for significant influence by the new large shareholder warrant a balanced view.

Positives

• A significant capital injection of $21.8 million ($17 million cash, $4.8 million AVAX tokens) was secured through a private placement.
• The appointment of Yechuan Zhang, managing partner of Hivemind Capital Partners, as Chairman of the Board could bring new strategic direction and expertise.
• The establishment of an asset management agreement with Hivemind Capital Partners for digital asset strategies indicates a focus on new growth areas and specialized financial management.

Negatives

• The filing does not explicitly state any negatives. A large capital raise, while positive for liquidity, can sometimes imply a need for funds due to operational challenges or growth initiatives requiring substantial investment.

Risks

• Yechuan Zhang, as Chairman and a significant shareholder through affiliated entities, may be able to significantly influence the Issuer's business and corporate activities.
• The Reporting Persons may, from time to time, acquire additional Common Shares and/or retain and/or sell all or a portion of their holdings, which could impact share price volatility.

Future Outlook

The Reporting Persons may, from time to time, acquire additional Common Shares and/or retain and/or sell all or a portion of their holdings in the open market or privately negotiated transactions. Any future actions will depend on factors such as share price levels, general market and economic conditions, ongoing evaluation of the Issuer's business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, the Reporting Persons' need for liquidity, and other future developments.

Industry Context

This filing indicates a strategic move by AgriForce Growing Systems to secure significant capital and potentially pivot or expand into digital asset strategies, aligning with broader trends of companies exploring blockchain and cryptocurrency applications. The involvement of Hivemind Capital Partners, an investment manager, suggests a focus on leveraging financial expertise for asset growth.

Management Changes

Corporate Governance

Legal Proceedings

• Reporting Persons (Yechuan Zhang, Hivemind Capital Partners, LLC, Hivemind Validation QOZ GP LLC, and Hivemind Validation Master Fund LP) have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
• Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the past five years.

Related Party Transactions

• An Asset Management Agreement dated September 18, 2025, exists between the Issuer and Hivemind Capital Partners, LLC. Yechuan Zhang, the newly appointed Chairman, is the managing partner of Capital Partners and has an ownership interest in it. Capital Partners provides asset management services to the Issuer for an annual fee of 1.25% of the Account Size.

Stakeholder Impact

• Shareholders: Potential dilution from the PIPE transaction (though not explicitly stated, a large share issuance usually implies dilution). New significant shareholder (Hivemind Master Fund) and Chairman (Yechuan Zhang) could lead to strategic shifts and influence corporate activities.
• Management/Employees: New Chairman may lead to changes in strategic direction or operational focus, particularly concerning digital asset strategies.
• Creditors: The capital injection could improve the company's financial position and liquidity, potentially reducing credit risk.

Next Steps

• Reporting Persons may acquire additional Common Shares or sell existing holdings in the future.
• Mr. Zhang expects to discuss and make decisions regarding corporate activities in his role as Chairman.

Key Dates

Keywords

AgriForce Growing Systems, AGRI, PIPE Transaction, Private Placement, Yechuan Zhang, Hivemind Capital Partners, Asset Management, Digital Assets, AVAX, Common Shares, SEC Filing, Schedule 13D, Corporate Governance, Investment