10-K: AVAX One Pivots to Crypto, Faces Nasdaq Delisting Amid Losses

AVAX One Technology Ltd. reports a strategic pivot to digital assets and Bitcoin mining, alongside significant losses and a Nasdaq delisting notice for its common shares.

Summary

• The company changed its name from AgriFORCE Growing Systems, Ltd. to AVAX One Technology Ltd. on November 13, 2025, to reflect its new focus on digital assets.
• Legacy ag-tech operations ceased in early 2025, with the Manna business currently in liquidation.
• The main business focus is now a digital asset strategy centered on Avalanche (AVAX) tokens and sustainable Bitcoin Mining.
• A private placement closed on November 5, 2025, raising $219.1 million, comprising $145.4 million in cash/stablecoins and $73.7 million in AVAX tokens.
• As of December 31, 2025, the company owned 12,409,212 AVAX tokens (fair value $152,509,109) and 13.272 Bitcoin (fair value $1,161,251).
• Revenue for 2025 totaled $2,340,811, with $607,605 from Avalanche staking and $1,732,675 from Bitcoin mining.
• The company reported a net loss of $33,195,206 for the year ended December 31, 2025, an increase from $16,274,815 in 2024.
• A Nasdaq delisting notice was received on March 13, 2026, due to the common share bid price falling below $1.00, and the company has appealed this decision.
• A share repurchase program was authorized in November 2025 for up to $40 million, with $36,906,371 remaining as of March 24, 2026.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing with caution due to the significant increase in net losses, substantial impairment charges, and the Nasdaq delisting notice, despite the strategic pivot to digital assets and successful capital raise.

Positives

• Successfully closed a private placement on November 5, 2025, raising $219.1 million, significantly improving liquidity.
• Formally launched a digital asset treasury reserve strategy focused on Avalanche (AVAX) tokens, diversifying its business model.
• Expanded into sustainable Bitcoin Mining with three facilities in Alberta, Canada, and Ohio, generating new revenue streams.
• Generated $607,605 in revenue from Avalanche staking and $1,732,675 from Bitcoin mining in 2025.
• Bitcoin mining operations produced Bitcoin at a weighted average cost of approximately $50,300, which is significantly below the December 31, 2025, market price of $87,508.83.
• Launched proprietary validator infrastructure in January 2026, expected to generate incremental, protocol-native revenue through delegation fees.
• Cash and cash equivalents increased substantially to $22,135,450 as of December 31, 2025, from $489,868 in 2024.

Negatives

• Reported a significant net loss of $33,195,206 for the year ended December 31, 2025, an increase from $16,274,815 in 2024.
• Received a Nasdaq delisting notice on March 13, 2026, for failing to maintain a minimum bid price of $1.00 per share.
• Incurred substantial impairment charges totaling $5,110,592 for the Manna IP asset and $452,635 for Bitcoin mining Bitminers in 2025.
• Experienced an unrealized loss on market valuation of digital assets totaling $7,766,498 in 2025, primarily due to AVAX token price decline.
• Loss on debt extinguishment increased significantly to $10,131,237 in 2025 from $2,805,306 in 2024.
• The company has a limited operating history and a cumulative net loss of $93,977,325 through December 31, 2025.
• The Manna ag-tech business, a former core operation, is in the process of liquidation.
• Effected two reverse stock splits (1-for-100 in December 2024 and 1-for-9 in July 2025), often indicative of efforts to meet listing requirements and potentially signaling underlying share price weakness.

Risks

• Limited Operating History and History of Losses: The company was incorporated in 2017 and has sustained $93,977,325 in cumulative net losses through December 31, 2025, making future profitability uncertain.
• Need for Additional Financing: Requires additional capital to fund its growth strategy and operations, which may not be obtainable on acceptable terms, potentially leading to dilution or delayed opportunities.
• Dilution from Equity Financing: Future equity raises could significantly dilute existing shareholder ownership and reduce the per-share value of common shares.
• Competition: Operates in highly competitive industries (digital assets and Bitcoin mining) against companies with potentially greater resources and capitalization.
• Inability to Attract and Retain Key Personnel: Success depends on retaining key management and technical experts, who do not have long-term employment contracts, posing a risk to business execution.
• Cryptocurrency Price Volatility: Financial results and the market price of common shares are highly sensitive to the dramatic and volatile prices of AVAX and other digital assets.
• Regulatory Uncertainty for Crypto Assets: The unclear application of securities laws and other regulations to digital assets could adversely affect their liquidity or value.
• Investment Company Status (1940 Act): Risk of being deemed an investment company, which would impose restrictions making the current business model impractical.
• Reliance on Asset Manager: Management relies on Hivemind Capital Partners, LLC for its digital asset strategy, and there is no guarantee this strategy will yield desired returns.
• Security Breaches/Cyber-attacks: Risk of partial or total loss of cryptocurrency due to security breaches, cyber-attacks, or loss of private keys, which may not be fully covered by insurance.
• Blockchain Disruptions: Vulnerability to disruptions, forks, 51% attacks, hacks, network disruptions, or other compromises to cryptocurrency blockchains, which could materially decrease asset value.
• Share Price Volatility and Delisting Risk: The company's share price has been volatile and recently received a Nasdaq delisting notice for failing to meet the minimum bid price requirement, threatening market liquidity.
• Regulatory Compliance Burden: Management must devote substantial time to regulatory compliance (SEC, Nasdaq), potentially diverting attention from day-to-day business operations.
• Internal Control Deficiencies: Risk of failure to maintain effective internal controls, which could lead to inaccurate financial reporting or fraud.
• No Cash Dividends: Shareholders' sole source of potential gain for the foreseeable future is capital appreciation, as no cash dividends are anticipated.
• PFIC Status: Potential classification as a Passive Foreign Investment Company for U.S. federal income tax purposes could result in adverse tax consequences for U.S. holders.
• Litigation: Subject to legal proceedings and claims that could adversely affect reputation, business, results of operations, and financial condition.
• Concentration in AVAX: A significant concentration of digital asset holdings in AVAX tokens creates vulnerability to adverse developments specific to the Avalanche network.

Future Outlook

The company plans to use remaining cash net proceeds from the Offering for the acquisition of AVAX tokens and the establishment of its cryptocurrency treasury operations. It also intends to hire additional employees to support planned activities in 2026 and expects to deliver an overall hash rate of approximately 370 PH/s, mining 1 BTC every 6-7 days for the remainder of calendar 2026, following an upgrade of its Bitcoin miners in Ohio by mid-April 2026. The company's proprietary validator infrastructure, launched in January 2026, is expected to generate incremental, protocol-native revenue.

Management Comments

• Management believes, given our recent investments, coupled with our relative position and liquidity, we are well-positioned to execute on our long-term growth strategy.
• Our current management team, consisting of Jolie Kahn, as Chief Executive Officer, and Chris Polimeni, as Chief Financial Officer, have continued in their respective roles with the Company after the closing of the Offering.
• We have no intention to sell [mined Bitcoin] except for occasions where the Company requires cash to maintain operations.
• There is limited risk in volatility at present in Bitcoin pricing due to our policy of holding Bitcoin for the long term.

Industry Context

StockSavvy.ai notes that AVAX One's strategic pivot to digital assets and Bitcoin mining aligns with a broader trend of companies exploring blockchain technologies and cryptocurrency as treasury assets and revenue streams. The company's focus on sustainable Bitcoin mining also taps into the growing demand for environmentally conscious practices within the crypto industry. However, the high volatility of digital assets and evolving regulatory landscape present significant challenges, common across the sector. The reliance on a single asset like AVAX for its primary treasury reserve strategy introduces concentration risk, a factor that has impacted other crypto-focused entities.

Comparison to Industry Standards

• The company's Bitcoin mining cost of approximately $50,300 per BTC is a key metric. This can be compared to other publicly traded Bitcoin miners; for example, Marathon Digital Holdings and Riot Platforms often report varying production costs depending on energy contracts and operational efficiency.
• The Avalanche network's gross staking rewards rate (5.46% to 6.5%) and net rewards rate (5.45% to 6.49%) are specific to the Avalanche ecosystem and can be benchmarked against staking yields on other proof-of-stake blockchains like Ethereum (ETH) or Solana (SOL), which typically offer competitive but fluctuating returns.
• The efficiency gain of approximately 20% from upgrading S19J Pro to S19K Pro miners (from just under 100 TH/s to 120 TH/s) is a specific operational improvement. This can be compared to the efficiency improvements seen with new generation ASIC miners from manufacturers like Bitmain or Canaan, which continuously push for higher hash rates per watt.

Management Changes

Corporate Governance

Legal Proceedings

• Former CEO Ingo Wilhelm Mueller filed a Notice of Civil Claim in August 2023, alleging wrongful termination and seeking damages of CAD $473,367 (base salary) and CAD $468,313 (common shares). The company asserts termination for just cause due to breach of fiduciary duty, misrepresentation, and forgery, and is in the discovery stage of litigation.
• A vendor filed a Complaint in September 2023 with the Superior Court of California for Breach of Contract related to the purchase and sale agreement for vacant land (Coachella property). The company settled the complaint in January 2025 for $250,000, which was paid in full by October 2025.
• BV Peeters Advocaten-Avocats summoned the company to court on March 27, 2024, seeking payment of €467,249 for unpaid legal services. The company disputes the claim, believing services were not in its best interest, and the parties are currently in mediation.
• Former general counsel filed a Notice of Civil Claim on July 11, 2024, alleging wrongful termination. The company settled the claim on January 6, 2025, for CAD $160,000, which has been paid in full.

Related Party Transactions

• Incurred $1,626,117 in cash and non-cash compensation to non-employee, independent board members in 2025 (compared to $450,266 in 2024).
• Owed $17,500 to officers and directors (or to companies owned by them) for services and expenses as of December 31, 2025 (compared to $600,000 as of December 31, 2024).
• Incurred $383,748 in fees to Hivemind Capital Partners, LLC (Asset Manager), a company controlled by the current Chairman of the Board, in 2025, which were paid in full.
• Incurred $17,946 in legal fees to Enso Law, a firm controlled by a former director, in 2025 (compared to $58,445 in 2024). No amount was owed as of December 31, 2025.
• Incurred $75,000 in legal fees to Jolie Kahn, the Chief Executive Officer, in 2025 (compared to $67,500 in 2024). No amount was owed as of December 31, 2025.

Stakeholder Impact

• Shareholders: Face significant dilution from past and potential future equity raises, increased volatility due to cryptocurrency holdings, and the risk of delisting from Nasdaq, which could severely impact liquidity and investment value. The share repurchase program offers some potential for value return but is limited.
• Employees: The strategic pivot and liquidation of the ag-tech business may lead to job reallocations or reductions in legacy divisions, while new hires are anticipated for digital asset operations.
• Customers: The shift away from ag-tech means former customers of those businesses will no longer be served, while new customers for validator node operations and Bitcoin mining services may emerge.
• Creditors: The company's ability to service its debt obligations is influenced by its financial performance and capital raises, with convertible debentures and promissory notes being key instruments.
• Regulatory Authorities: The company is under scrutiny from Nasdaq regarding its listing compliance and is subject to evolving regulations in the cryptocurrency space, which could impact its operations and financial stability.

Next Steps

• Acquisition of additional AVAX tokens using remaining cash net proceeds from the Offering.
• Hiring additional employees to support planned activities in 2026.
• Delivery of 1,500 new BITMAIN Antminer S19K Pro miners to Ohio by end of March 2026.
• Installation, deployment, and swap of new miners to begin immediately upon arrival, with full operational status expected by mid-April 2026.
• Appeal hearing before the Nasdaq Hearings Panel regarding the delisting notice.
• Continued operation of proprietary validator infrastructure to generate revenue through delegation fees.
• Ongoing liquidation of the Manna business.
• Scheduling examinations for discovery in the legal proceeding with former CEO Ingo Wilhelm Mueller.

Key Dates

Recommendation

The company faces severe challenges, including a significant increase in net losses, substantial asset impairments, and a Nasdaq delisting notice, which collectively indicate severe financial distress and operational instability. While the pivot to digital assets and Bitcoin mining offers potential, the inherent volatility of these assets, coupled with regulatory uncertainties and the company's history of losses, presents an extremely high-risk profile. The ongoing legal disputes and the need for continuous capital raises further exacerbate the precarious financial position. The recent reverse stock splits and the current low share price suggest a lack of investor confidence and significant dilution risk for existing shareholders. The delisting threat alone is a major red flag for liquidity and investor accessibility.

Keywords

AVAX One Technology, AVAX, Avalanche token, Bitcoin Mining, Digital Assets, Cryptocurrency, SEC Filing, 10-K, Nasdaq Delisting, Financial Results, Corporate Governance, Risk Factors, Capital Raise, Hivemind Capital Partners, AgriFORCE Growing Systems