AGRIW / AgriFORCE Growing Systems ltd - Warrants (14/06/2026) - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

AgriFORCE Growing Systems ltd - Warrants (14/06/2026)
US ˙ NASDAQ
DENNA SYMBOL ÄR INTE LÄNGRE AKTIV

Grundläggande statistik
CIK 1826397
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to AgriFORCE Growing Systems ltd - Warrants (14/06/2026)
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
September 18, 2025 8-K

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): September 15, 2025 AGRIFORCE GROW

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): September 15, 2025 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 NA 00-0000000 (State or other jurisdiction of incorpor

August 15, 2025 S-3

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST __, 2025

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST , 2025 REGISTRATION NO.

August 15, 2025 EX-FILING FEES

CALCULATION OF FILING FEE TABLES Form S-3 (Form Type) AgriForce Growing Systems, Ltd. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-3 (Form Type) AgriForce Growing Systems, Ltd.

August 14, 2025 EX-99.1

Amendment to the ATM Agreement

Exhibit 99.1

August 14, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40578 AGRIFORCE

August 5, 2025 8-K

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): August 4, 2025 AGRIFORCE GROWING

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): August 4, 2025 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 NA 00-0000000 (State or other jurisdiction of incorporatio

August 4, 2025 424B5

Common Stock AgriForce Growing Systems, Ltd.

Filed pursuant to Rule 424(b)(5) Registration No. 333-266722 AMENDMENT NO. 2 TO PROSPECTUS SUPPLEMENT (to prospectus supplements dated September 20, 2024 and October 28, 2024, which are supplements to prospectus dated August 18, 2022) Common Stock AgriForce Growing Systems, Ltd. $2,002,676 This Amendment No. 2 to prospectus supplement relates to the prospectus supplement (dated September 10, 2024)

June 6, 2025 8-K

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): June 6, 2025 AGRIFORCE GROWING SY

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): June 6, 2025 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 NA 00-0000000 (State or other jurisdiction of incorporation)

May 15, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40578 AGRIFORCE

May 12, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 DEFINITIVE SCHEDULE 14A, filed on May 2, 2025 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 DEFINITIVE SCHEDULE 14A, filed on May 2, 2025 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-

May 9, 2025 CORRESP

AGRIFORCE GROWING SYSTEMS, LTD. 300-2233 Columbia Street Vancouver, BC V5Y0M6

AGRIFORCE GROWING SYSTEMS, LTD. 300-2233 Columbia Street Vancouver, BC V5Y0M6 May 9, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: AgriForce Growing Systems, Ltd. Registration Statement on Form S-1 File No. 333-284736 REQUEST FOR ACCELERATION OF EFFECTIVENESS Gentlepersons: Pursuant to Rule 461 promulgated under

May 7, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Other Events

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): May 1, 2025 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 NA 00-0000000 (State or other jurisdiction of incorporation)

May 7, 2025 DEFA14A

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): May 1, 2025 AGRIFORCE GROWING SYS

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): May 1, 2025 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 NA 00-0000000 (State or other jurisdiction of incorporation)

May 5, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

May 1, 2025 8-K

Entry into a Material Definitive Agreement, Other Events, Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

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): May 1, 2025 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 NA (State or other jurisdiction of incorporation) (Commission

May 1, 2025 EX-16.1

Letter from Marcum, dated May 1, 2025

Exhibit 16.1 May 1, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by AgriFORCE Growing Systems Ltd. under Item 4.01 of its Form 8-K dated May 1, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of AgriFORCE Growing Systems Ltd

April 29, 2025 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-K Form 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-K Form 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [—Date—] to [—Date—]

April 29, 2025 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def

April 25, 2025 8-K

Other Events

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): April 25, 2025 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia A1 001-40578 NA 00-0000000 (State or other jurisdiction of incorpora

April 25, 2025 EX-10.25

Bald Eagle Mining, LLC Asset Purchase Agreement ************

Exhibit 10.25

April 25, 2025 S-1/A

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 25, 2025

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 25, 2025 REGISTRATION NO.

April 25, 2025 CORRESP

April 25, 2025

April 25, 2025 United States Securities and Exchange Commission Washington, D.C. 20549 Re: Agriforce Growing Systems, Ltd. Registration Statement on Form S-1 Filed February 6, 2025 File No. 333-284736 Gentlepersons: We have reviewed your comment letter, dated February 27, 2025 and have the following responses. To facilitate review, we have reproduced your comments in bold type and have inserted ou

April 25, 2025 EX-10.23

Redwater Alberta Canada Mining Acquisition Agreement ************

Exhibit 10.23

April 8, 2025 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def

April 7, 2025 EX-21.1

List of Subsidiaries**

Exhibit 21.1 AgriFORCE Growing Systems Ltd. LIST OF SUBSIDIARIES : un(Think) Food Company Canada Ltd. AgriFORCE Investments Inc. West Pender Holdings, Inc. AGI IP Co. West Pender Consulting Company un(Think) Food Company AgriFORCE Europe BV AgriFORCE Belgium BV GrowForce BV AgriFORCE (Barbados) Ltd.

April 7, 2025 EX-97

Policy for the Recovery of Erroneously Awarded Compensation

EXHIBIT 97 AGRIFORCE GROWING SYSTEMS, LTD. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION 1. OVERVIEW 1.1. In accordance with Nasdaq Rule 5608, Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of AgriForce Growing Systems, Ltd. (the “Company”) has adopted this Policy (the “Policy”) t

April 7, 2025 EX-14.1

Code of Ethics**

Exhibit 14.1 2.0 BUSINESS ETHICS 2.1 Company Ethics & Conduct The successful business operation and reputation of AgriFORCE™ is built upon the principles of fair dealing and ethical conduct of our employees. Our reputation for integrity and excellence requires careful observance of the spirit and letter of all applicable laws and regulations, as well as the highest regard for standards of conduct

April 7, 2025 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2025 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) A1 00-0000000 British Columbia 001-40578 NA (State or other jurisdiction of incor

April 7, 2025 EX-99.1

BITCOIN MINING OPERATIONS OF BALD EAGLE MINING LLC SPECIAL PURPOSE CARVE-OUT FINANCIAL STATEMENTS OF BITCOIN MINING OPERATIONS OF BALD EAGLE MINING, LLC (A CARVE-OUT OF BALD EAGLE MINING, LLC) FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 BITCOIN MI

Exhibit 99.1 BITCOIN MINING OPERATIONS OF BALD EAGLE MINING LLC SPECIAL PURPOSE CARVE-OUT FINANCIAL STATEMENTS OF BITCOIN MINING OPERATIONS OF BALD EAGLE MINING, LLC (A CARVE-OUT OF BALD EAGLE MINING, LLC) FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 BITCOIN MINING OPERATIONS OF BALD EAGLE MINING LLC (A CARVE-OUT OF BALD EAGLE MINING, LLC) TABLE OF CONTENTS Independent Auditors’ Report 1-2 Speci

April 7, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [—Date—] to [—Date—] Commission File Number: 001-40

April 7, 2025 EX-10.25

Bald Eagle Mining, LLC Asset Purchase Agreement**

Exhibit 10.25

April 7, 2025 EX-99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information is based upon the historical financial statements of AgriFORCE Growing Systems Ltd. (“AgriFORCE”) after giving effect to the January 17, 2025 acquisition of the Bitcoin mining operations of Bald Eagle Mining, LLC (“Bald Eagle”). The Company paid total

April 7, 2025 EX-10.23

Redwater Alberta Canada Mining Acquisition Agreement**

Exhibit 10.23

April 1, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

March 31, 2025 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o

March 10, 2025 EX-99.1

AgriFORCE Growing Systems Ltd. Announces Chief Financial Officer Transition

Exhibit 99.1 AgriFORCE Growing Systems Ltd. Announces Chief Financial Officer Transition Vancouver, B.C., March 4, 2025 – AgriFORCE Growing Systems Ltd. (Nasdaq: AGRI), a leading provider of sustainable Bitcoin mining and agriculture solutions, today announced a mutual agreement with its Chief Financial Officer, Richard Wong, to conclude his contract. This transition is not classified as a resigna

March 10, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): March 4, 2025 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 NA (State or other jurisdiction of incorporation) (Commissi

February 6, 2025 S-1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 6, 2025

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 6, 2025 REGISTRATION NO.

February 6, 2025 EX-FILING FEES

Filing Fees***********

Exhibit 107 FILING FEES CALCULATION OF REGISTRATION FEE Title of each class of Securities to be registered Amount to be registered(1) Proposed maximum offering price per share(2) Proposed maximum aggregate offering price(2) Amount of registration fee(3) Common stock, no par value per share 9,698,474 $ 2.

January 30, 2025 EX-99.1

Company Presentation

Exhibit 99.1

January 30, 2025 8-K

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): January 29, 2025 AGRIFORCE GROWIN

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): January 29, 2025 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 NA (State or other jurisdiction of incorporation) (Commi

January 24, 2025 EX-99.1

AgriFORCE Growing Systems Appoints Dr. Barrett Mooney as its COO, Strengthening Commitment to Technological Innovation in Sustainable Agriculture and Cryptocurrency Mining

Exhibit 99.1 AgriFORCE Growing Systems Appoints Dr. Barrett Mooney as its COO, Strengthening Commitment to Technological Innovation in Sustainable Agriculture and Cryptocurrency Mining Vancouver, Canada, January 21, 2025 — AgriFORCE Growing Systems Ltd. (NASDAQ: AGRI), a technology-driven company committed to sustainable innovation, today announced the appointment of Barrett Mooney, Ph.D., as its

January 24, 2025 8-K

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 17, 2025 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 NA (State or other jurisdiction of incorporation) (Commi

January 16, 2025 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): January 16, 2025 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 NA (State or other jurisdiction of incorporation) (Commi

January 16, 2025 EX-10.4

Form of Registration Rights Agreement

EXHIBIT 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as January , 2025, between AgriFORCE Growing Systems Ltd., a British Columbia corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securi

January 16, 2025 EX-10.3

Form of Warrant

EXHIBIT 10.3 EXHIBIT C NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECT

January 16, 2025 EX-10.5

Form of Subsidiary Guaranty

EXHIBIT 10.5 SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE, dated as of January 16, 2025 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of

January 16, 2025 EX-10.6

Form of Security Agreement

EXHIBIT 10.6 SECURITY AGREEMENT THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) executed on January , 2025 and becoming effective on the Effective Date, between AgriFORCE Growing Systems Ltd. (the Company, each Material Subsidiary, and each other Person who becomes a party to this Agreement by execution of a joinder in the form

January 16, 2025 EX-10.1

Securities Purchase Agreement

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January , 2025, between AgriFORCE Growing Systems Ltd., a British Columbia corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the term

January 16, 2025 EX-10.2

Form of Debenture

EXHIBIT 10.2 EXHIBIT A NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFEC

December 4, 2024 EX-99.1

AgriFORCE Growing Systems Acquires Alberta Bitcoin Mining Facility, Unlocking Revolutionary Synergies in Technology, Agriculture, and Sustainability

Exhibit 99.1 AgriFORCE Growing Systems Acquires Alberta Bitcoin Mining Facility, Unlocking Revolutionary Synergies in Technology, Agriculture, and Sustainability VANCOUVER, British Columbia, Dec. 03, 2024 (GLOBE NEWSWIRE) — AgriFORCE Growing Systems Ltd. (NASDAQ: AGRI), a leading intellectual property-driven technology company, is pleased to announce the completion of its acquisition of a bitcoin

December 4, 2024 8-K

Completion of Acquisition or Disposition of Assets, Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

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): November 28, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer

November 29, 2024 8-K

Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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): November 25, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer

November 22, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

November 21, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 formdefa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

November 19, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACMT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40578 AGRI

November 14, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report

November 13, 2024 8-K

Other Events, Financial Statements and Exhibits

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): November 13, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 None (State or other jurisdiction (Commission (IRS Empl

November 13, 2024 EX-99.1

AgriFORCE Provides Program Update Highlighting the Strategic Advancement of its Sustainable Technology Solutions Initiatives Letter of Intent signed to purchase Alberta, Canada Bitcoin mining facility with 1.2MW capacity and significant opportunity t

Exhibit 99.1 AgriFORCE Provides Program Update Highlighting the Strategic Advancement of its Sustainable Technology Solutions Initiatives Letter of Intent signed to purchase Alberta, Canada Bitcoin mining facility with 1.2MW capacity and significant opportunity to capture carbon offsets VANCOUVER, British Columbia, November 13, 2024 (GLOBE NEWSWIRE) — AgriFORCE Growing Systems Ltd. (the “Company”)

October 29, 2024 8-K

Other Events, Financial Statements and Exhibits

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): October 29, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer o

October 29, 2024 EX-99.1

Corporate Presentation

Exhibit 99.1

October 28, 2024 424B5

Common Stock AgriForce Growing Systems, Ltd.

Filed pursuant to Rule 424(b)(5) Registration No. 333-266722 AMENDMENT NO. 1 TO PROSPECTUS SUPPLEMENT (to prospectus supplement dated September 10, 2024, which is a supplement to prospectus dated August 18, 2022) Common Stock AgriForce Growing Systems, Ltd. $2,116,746 This Amendment No. 1 to prospectus supplement relates to the prospectus supplement (dated September 10, 2024) to Registration State

October 18, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

October 16, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 15, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer o

October 16, 2024 EX-10.1

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 14, 2024 (the “Effective Date”) by and among AgriForce Growing Systems, Ltd.. (the “Company” and (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth herein, the Purchaser desires to purchase, and the Company desires to sell, 8,000,000 shares (the “Shares”) o

October 15, 2024 424B4

$800,000 AGRIFORCE GROWING SYSTEMS, LTD. Common Stock

Filed pursuant to Rule 424(b)(4) Registration No. 333-266722 PROSPECTUS SUPPLEMENT (To prospectus dated August 18, 2022) $800,000 AGRIFORCE GROWING SYSTEMS, LTD. Common Stock We have entered into stock purchase agreements with two institutional investors at a price per share of $.05 for a total of 16 million shares or $800,000. Our common stock is traded on the Nasdaq Capital Market, or Nasdaq, un

October 4, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

October 3, 2024 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): September 27, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer

October 3, 2024 EX-99.1

Charter Amendment

Exhibit 99.1

September 27, 2024 DEFA14A

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): September 23, 2024 AGRIFORCE GROW

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): September 23, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer

September 27, 2024 8-K

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): September 23, 2024 AGRIFORCE GROW

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): September 23, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer

September 16, 2024 EX-99.1

AgriFORCE Growing Systems Ltd. Up to $[●] of Common Shares equity distribution AGREEMENT

Exhibit 99.1 AgriFORCE Growing Systems Ltd. Up to $[●] of Common Shares equity distribution AGREEMENT September [●], 2024 Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022 Ladies and Gentlemen: AgriFORCE Growing Systems Ltd., a corporation formed under the Business Corporations Act (British Columbia) (the “Company”), proposes to issue and sell through Maxim Group LLC, as exclusi

September 16, 2024 8-K

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): September 10, 2024 AGRIFORCE GROW

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): September 10, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer

September 10, 2024 424B5

$3,080,000 AGRIFORCE GROWING SYSTEMS, LTD. Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-266722 PROSPECTUS SUPPLEMENT (To prospectus dated August 18, 2022) $3,080,000 AGRIFORCE GROWING SYSTEMS, LTD. Common Stock We have entered into an Equity Distribution Agreement, or sales agreement, with Maxim Group LLC, or Maxim, relating to shares of our common stock offered by this prospectus supplement. In accordance with the terms of the sa

August 23, 2024 8-K

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): August 19, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer of

August 23, 2024 EX-99.2

CONSULTING AGREEMENT

Exhibit 99.2 CONSULTING AGREEMENT This Agreement is made as of the 20th day of August, 2024 (the “Effective Date”) BETWEEN: AgriFORCE GROWING SYSTEMS LTD. having offices at 300-2233 Columbia Street, Vancouver, BC, Canada VSV 0M6 (the “Company’’) AND: Roger M. Slotkin, having an address at 82 Pacific Blvd., Long Beach, NY 11561 (the “Consultant”) WHEREAS: A. The Company is carrying on business as a

August 23, 2024 EX-99.1

ASSET PURCHASE AGREEMENT by and between RADICAL CLEAN SOLUTIONS LTD. AGRIFORCE GROWING SYSTEMS, LTD. dated as of August 19, 2024

Exhibit 99.1 Execution Copy ASSET PURCHASE AGREEMENT by and between RADICAL CLEAN SOLUTIONS LTD. and AGRIFORCE GROWING SYSTEMS, LTD. dated as of August 19, 2024 1 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of August 15, 2024 (“Effective Date”), is entered into by and between Radical Clean Solutions Ltd., a Nevada corporation (“Seller”) and AgriForce Growing

August 20, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

August 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACMT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40578 AGRIFORCE

August 9, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

August 5, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): August 1, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer of

July 8, 2024 8-K

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 1, 2024 AGRIFORCE GROWING SY

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 1, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer of in

June 28, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): June 28, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer of i

June 10, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): June 4, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer of in

June 3, 2024 CORRESP

AGRIFORCE GROWING SYSTEMS, LTD. 300-2233 Columbia Street Vancouver, BC V5Y0M6

AGRIFORCE GROWING SYSTEMS, LTD. 300-2233 Columbia Street Vancouver, BC V5Y0M6 June 3, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: AgriForce Growing Systems, Ltd. Registration Statement on Form S-1 File No. 333-279154 REQUEST FOR ACCELERATION OF EFFECTIVENESS Gentlepersons: Pursuant to Rule 461 promulgated under

June 3, 2024 CORRESP

AGRIFORCE GROWING SYSTEMS, LTD. 300-2233 Columbia Street Vancouver, BC V5Y0M6

AGRIFORCE GROWING SYSTEMS, LTD. 300-2233 Columbia Street Vancouver, BC V5Y0M6 June 3, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: AgriForce Growing Systems, Ltd. Registration Statement on Form S-1 File No. 333-279154 REQUEST FOR ACCELERATION OF EFFECTIVENESS Gentlepersons: Pursuant to Rule 461 promulgated under

May 31, 2024 EX-FILING FEES

Filing Fees***********

Exhibit 107 FILING FEES CALCULATION OF REGISTRATION FEE Title of each class of Securities to be registered Amount to be registered(1) Proposed maximum offering price per share(2) Proposed maximum aggregate offering price(2) Amount of registration fee(3) Common stock, no par value per share 35,778,875 $ 0.

May 31, 2024 S-1/A

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 2024

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 2024 REGISTRATION NO.

May 15, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACMT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40578 AGRIFORC

May 14, 2024 CORRESP

AGRIFORCE GROWING SYSTEMS, LTD. 300-2233 Columbia Street Vancouver, BC V5Y0M6

AGRIFORCE GROWING SYSTEMS, LTD. 300-2233 Columbia Street Vancouver, BC V5Y0M6 May 14, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: AgriForce Growing Systems, Ltd. Registration Statement on Form S-1 File No. 333-279154 WITHDRAWAL OF REQUEST FOR ACCELERATION OF EFFECTIVENESS Gentlepersons: AgriForce Growing System

May 13, 2024 CORRESP

AGRIFORCE GROWING SYSTEMS, LTD. 300-2233 Columbia Street Vancouver, BC V5Y0M6

AGRIFORCE GROWING SYSTEMS, LTD. 300-2233 Columbia Street Vancouver, BC V5Y0M6 May 13, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: AgriForce Growing Systems, Ltd. Registration Statement on Form S-1 File No. 333-279154 REQUEST FOR ACCELERATION OF EFFECTIVENESS Gentlepersons: Pursuant to Rule 461 promulgated under

May 10, 2024 CORRESP

AGRIFORCE GROWING SYSTEMS, LTD. 300-2233 Columbia Street Vancouver, BC V5Y0M6

AGRIFORCE GROWING SYSTEMS, LTD. 300-2233 Columbia Street Vancouver, BC V5Y0M6 May 10, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: AgriForce Growing Systems, Ltd. Registration Statement on Form S-1 File No. 333-279154 REQUEST FOR ACCELERATION OF EFFECTIVENESS Gentlepersons: Pursuant to Rule 461 promulgated under

May 7, 2024 S-1/A

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 7, 2024

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 7, 2024 REGISTRATION NO.

May 7, 2024 EX-FILING FEES

Filing Fees***********

Exhibit 107 FILING FEES CALCULATION OF REGISTRATION FEE Title of each class of Securities to be registered Amount to be registered(1) Proposed maximum offering price per share(2) Proposed maximum aggregate offering price(2) Amount of registration fee(3) Common stock, no par value per share 32,528,240 $ 0.

May 6, 2024 S-1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 2024

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 2024 REGISTRATION NO.

May 6, 2024 EX-FILING FEES

Filing Fees***********

Exhibit 107 FILING FEES CALCULATION OF REGISTRATION FEE Title of each class of Securities to be registered Amount to be registered(1) Proposed maximum offering price per share(2) Proposed maximum aggregate offering price(2) Amount of registration fee(3) Common stock, no par value per share 8,717,454 $ 0.

April 12, 2024 8-K

Other Events

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): April 11, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer of

April 1, 2024 EX-14.1

Code of Ethics**

Exhibit 14.1 2.0 BUSINESS ETHICS 2.1 Company Ethics & Conduct The successful business operation and reputation of AgriFORCE™ is built upon the principles of fair dealing and ethical conduct of our employees. Our reputation for integrity and excellence requires careful observance of the spirit and letter of all applicable laws and regulations, as well as the highest regard for standards of conduct

April 1, 2024 EX-97

Policy for the Recovery of Erroneously Awarded Compensation

EXHIBIT 97 AGRIFORCE GROWING SYSTEMS, LTD. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION 1. OVERVIEW 1.1. In accordance with Nasdaq Rule 5608, Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of AgriForce Growing Systems, Ltd. (the “Company”) has adopted this Policy (the “Policy”) t

April 1, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [—Date—] to [—Date—] Commission File Number: 001-40

April 1, 2024 EX-21.1

List of Subsidiaries**

Exhibit 21.1 AgriFORCE Growing Systems Ltd. LIST OF SUBSIDIARIES : un(Think) Food Company Canada Ltd. AgriFORCE Investments Inc. West Pender Holdings, Inc. AGI IP Co. West Pender Consulting Company un(Think) Food Company AgriFORCE Europe BV AgriFORCE Belgium BV GrowForce BV AgriFORCE (Barbados) Ltd.

February 29, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): February 24, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer

February 23, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): February 19, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer

February 20, 2024 8-K

Other Events, Financial Statements and Exhibits

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): February 20, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer

February 13, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): February 10, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer

January 30, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 24, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer o

January 26, 2024 424B3

AGRIFORCE GROWING SYSTEMS, LTD. Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-276151 AGRIFORCE GROWING SYSTEMS, LTD. Common Stock This prospectus related to the offer and sale from time to time of up to 8,717,454 shares of common stock of AgriFORCE Growing Systems, Ltd. by the selling stockholders identified in this prospectus. The number of shares offered for sale by the selling stockholders consists of up to 8,717,454

January 12, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): January 8, 2024 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer of

December 21, 2023 CORRESP

AGRIFORCE GROWING SYSTEMS, LTD. 300-2233 Columbia Street Vancouver, BC V5Y0M6

AGRIFORCE GROWING SYSTEMS, LTD. 300-2233 Columbia Street Vancouver, BC V5Y0M6 December 21, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: AgriForce Growing Systems, Ltd. Registration Statement on Form S-1 File No. 333-276151 REQUEST FOR ACCELERATION OF EFFECTIVENESS Gentlepersons: Pursuant to Rule 461 promulgated

December 20, 2023 S-1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 19, 2023

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 19, 2023 REGISTRATION NO.

December 20, 2023 EX-FILING FEES

Filing Fees***********

Exhibit 107 FILING FEES CALCULATION OF REGISTRATION FEE Title of each class of Securities to be registered Amount to be registered(1) Proposed maximum offering price per share(2) Proposed maximum aggregate offering price(2) Amount of registration fee(3) Common stock, no par value per share 8,717,454 $ 0.

December 8, 2023 8-K

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): December 6, 2023 AGRIFORCE GROWIN

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): December 6, 2023 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer o

November 27, 2023 EX-99.1

AGRIFORCE GROWING SYSTEMS, LTD. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

EXHIBIT 99.1 AGRIFORCE GROWING SYSTEMS, LTD. POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION 1. OVERVIEW 1.1. In accordance with Nasdaq Rule 5608, Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of AgriForce Growing Systems, Ltd. (the “Company”) has adopted this Policy (the “Policy”)

November 27, 2023 8-K

Other Events, Financial Statements and Exhibits

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): November 22, 2023 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction of incorporation) (Commiss

November 2, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACMT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40578 AGRI

October 19, 2023 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): October 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 o

October 6, 2023 8-K

Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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): October 4, 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

September 29, 2023 DEFA14A

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): September 27, 2023 AGRIFORCE GROW

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): September 27, 2023 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer

September 29, 2023 8-K

Other Events, Financial Statements and Exhibits

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): September 27, 2023 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer

September 8, 2023 8-K

Other Events, Financial Statements and Exhibits

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): September 8, 2023 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer

August 22, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

August 10, 2023 8-K

Other Events, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): August 9, 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

August 10, 2023 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def

August 10, 2023 EX-99.1

CONSENT AND WAIVER AMONG AGRIFORCE GROWTH SYSTEMS LTD. August 9, 2023

EXHIBIT 99.1 CONSENT AND WAIVER AMONG AGRIFORCE GROWTH SYSTEMS LTD. AND PURCHASER August 9, 2023 1. The parties are the maker and payee, respectively, of A certain 8% Senior Convertible Debenture due July 17, 2025. 2. The Company wishes to make Monthly Redemptions in shares of the Company’s Common Stock in lieu of cash payments, until further written notice from the Company to the Purchaser. 3. Pu

August 8, 2023 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def

August 4, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACMT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40578 AGRIFORCE

August 4, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

July 18, 2023 EX-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

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

July 18, 2023 8-K

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 S

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 i

June 27, 2023 8-K

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): June 26, 2023 AGRIFORCE GROWING S

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): June 26, 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 i

June 27, 2023 EX-99.1

WAIVER AND AMENDMENT

EXHIBIT 99.1 WAIVER AND AMENDMENT Reference is hereby made to that certain Senior Convertible Debenture (“July Note”) dated July 6, 2022, and Senior Convertible Debenture (“January Note”, and with the July Note, the “Notes”) dated January 2023 issued by AgriForce Growing Systems, Ltd. (the “Company”) to (the “Holder”). All capitalized terms used and not defined herein are used as defined in the No

June 7, 2023 8-K

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): June 7, 2023 AGRIFORCE GROWING SY

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): June 7, 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 in

June 7, 2023 EX-99.1

AgriFORCE Forms Joint Venture with Agrigrada, a Premier Agricultural and Agro-Industrial Consulting Company Joint venture expands AgriFORCE’s global reach and enables growth opportunities

Exhibit 99.1 AgriFORCE Forms Joint Venture with Agrigrada, a Premier Agricultural and Agro-Industrial Consulting Company Joint venture expands AgriFORCE’s global reach and enables growth opportunities VANCOUVER, British Columbia, June 7, 2023 – AgriFORCE Growing Systems Ltd. (“the Company”) (NASDAQ: AGRI; AGRIW), an intellectual property (IP)-focused agtech company dedicated to advancing sustainab

June 1, 2023 8-K

Termination of a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

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): May 25, 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 in

June 1, 2023 EX-99.1

AgriFORCE formally ends efforts to Acquire Delphy Group BV Decision follows extensive due diligence, as well as careful evaluation of projections and market conditions Progressing with alternative M&A transactions which are expected to be highly syne

Exhibit 99.1 AgriFORCE formally ends efforts to Acquire Delphy Group BV Decision follows extensive due diligence, as well as careful evaluation of projections and market conditions Progressing with alternative M&A transactions which are expected to be highly synergistic and accretive VANCOUVER, British Columbia, June 1st, 2023 – AgriFORCE Growing Systems Ltd. (“the Company”) (NASDAQ: AGRI; AGRIW),

May 31, 2023 424B3

AGRIFORCE GROWING SYSTEMS, LTD. Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-269669 AGRIFORCE GROWING SYSTEMS, LTD. Common Stock This prospectus related to the offer and sale from time to time of up to 6,775,581 shares of common stock of AgriFORCE Growing Systems, Ltd. by the selling stockholders identified in this prospectus. The number of shares offered for sale by the selling stockholders consists of up to 6,775,581

May 31, 2023 424B3

PROSPECTUS SUPPLEMENT NO. 1 (to prospectus dated May 31, 2023 AgriForce Growing Systems, Ltd.

Filed pursuant to Rule 424(b)(3) Registration No. 333-269669 PROSPECTUS SUPPLEMENT NO. 1 (to prospectus dated May 31, 2023 AgriForce Growing Systems, Ltd. 6,775,581 common shares This prospectus supplement relates to Registration Statement on Form S-1 (File No. 333-269669) declared effective by the Securities and Exchange Commission on or about May 3, 2023 and does not cover securities beyond thos

May 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACMT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40578 AGRIFORC

May 3, 2023 S-1/A

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 3, 2023

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 3, 2023 REGISTRATION NO.

May 1, 2023 CORRESP

AGRIFORCE GROWING SYSTEMS, LTD. 777 Hornby Street, Suite 600 Vancouver, BC V6Z 1S4

AGRIFORCE GROWING SYSTEMS, LTD. 777 Hornby Street, Suite 600 Vancouver, BC V6Z 1S4 Canada May 1, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: AgriForce Growing Systems, Ltd. Registration Statement on Form S-1 File No. 333-269669 REQUEST FOR ACCELERATION OF EFFECTIVENESS Gentlepersons: Pursuant to Rule 461 promul

April 28, 2023 8-K

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): April 24, 2023 AGRIFORCE GROWING

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): April 24, 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

April 6, 2023 8-K

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): March 31, 2023 AGRIFORCE GROWING

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): March 31, 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

March 29, 2023 S-1/A

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 29, 2023

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 29, 2023 REGISTRATION NO.

March 29, 2023 CORRESP

March 29, 2023

March 29, 2023 CONFIDENTIAL CORRESPONDENCE Gregory Herberts and Erin Purnell Division of Corporation Finance U.

March 29, 2023 EX-FILING FEES

Filing Fees***********

Exhibit 107 FILING FEES CALCULATION OF REGISTRATION FEE Title of each class of Securities to be registered Amount to be registered(1) Proposed maximum offering price per share(2) Proposed maximum aggregate offering price(2) Amount of registration fee(3) Common stock, no par value per share 6,755,581 $ 0.

March 14, 2023 10-K

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [—Date—] to [—Date—] Commission File Number: 001-4

March 14, 2023 EX-14.1

Code of Ethics**

Exhibit 14.1 2.0 BUSINESS ETHICS 2.1 Company Ethics & Conduct The successful business operation and reputation of AgriFORCE™ is built upon the principles of fair dealing and ethical conduct of our employees. Our reputation for integrity and excellence requires careful observance of the spirit and letter of all applicable laws and regulations, as well as the highest regard for standards of conduct

March 14, 2023 EX-21.1

List of Subsidiaries**

Exhibit 21.1 AgriFORCE Growing Systems Ltd. LIST OF SUBSIDIARIES: un(Think) Food Company Canada Ltd. AgriFORCE Investments Inc. West Pender Holdings Inc. AGI IP Co. West Pender Management Co. un(Think) Food Company

February 9, 2023 S-1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 9, 2023

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 9, 2023 REGISTRATION NO.

February 9, 2023 EX-FILING FEES

Filing Fees***********

EX-FILING FEES 4 ex107.htm FILING FEES Exhibit 107 FILING FEES CALCULATION OF REGISTRATION FEE Title of each class of Securities to be registered Amount to be registered(1) Proposed maximum offering price per share(2) Proposed maximum aggregate offering price(2) Amount of registration fee(3) Common stock, no par value per share 6,755,581 $ 1.22 $ 8,241,809 $ 908.25 Total(5) 6,755,581 $ 1.22 $ 8,24

January 17, 2023 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): January 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 o

December 19, 2022 8-K

Submission of Matters to a Vote of Security Holders

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): December 15, 2022 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer

December 8, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934, as Amended

DEFA14A 1 formdefa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934, as Amended Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul

December 7, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934, as Amended

DEFA14A 1 formdefa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934, as Amended Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul

December 2, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934, as Amended

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934, as Amended Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitiv

November 23, 2022 8-K

Submission of Matters to a Vote of Security Holders

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): November 18, 2022 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction (Commission (IRS Employer

November 16, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934, as Amended

DEFA14A 1 formdefa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934, as Amended Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul

November 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACMT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40578 AGRI

November 9, 2022 EX-99.1

Form of At Market Issuance Sales Agreement

Exhibit 99.1 AGRIFORCE GROWING SYSTEMS LTD. Common Shares (no par value per share) At Market Issuance Sales Agreement November 9, 2022 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Ladies and Gentlemen: AgriFORCE Growing Systems Ltd., a corporation formed under the Business Corporations Act (British Columbia) (the ?Company?), confirms its agreement (this ?Agreement?) wit

November 9, 2022 424B4

AGRIFORCE GROWING SYSTEMS, LTD. Common Stock

424B4 1 form424b4.htm Filed pursuant to Rule 424(b)(4) Registration No. 333-266722 PROSPECTUS SUPPLEMENT (To prospectus dated August 18, 2022) $5,122,648 AGRIFORCE GROWING SYSTEMS, LTD. Common Stock We have entered into an At Market Issuance Sales Agreement, or sales agreement, with B. Riley Securities, Inc., or B. Riley , relating to shares of our common stock offered by this prospectus supplemen

November 7, 2022 DEFM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

October 28, 2022 PREM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PREM14A 1 formprem14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted

October 21, 2022 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A 1 formpre14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

October 7, 2022 DEF 14A

Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

September 26, 2022 8-K

Financial Statements and Exhibits

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): September 22, 2022 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 NA (State or other jurisdiction of incorporation) (Com

September 26, 2022 EX-10.1

Amendment to Delphy Agreement**********

Exhibit 10.1

September 26, 2022 EX-99.1

AgriFORCE Reports Further Progress on Planned Acquisition of Delphy, a Leading European Agriculture/Horticulture and AgTech Consulting Firm

Exhibit 99.1 AgriFORCE Reports Further Progress on Planned Acquisition of Delphy, a Leading European Agriculture/Horticulture and AgTech Consulting Firm Reports reduction in upfront purchase price plus addition of earnout reflecting mutual confidence in the outlook and further alignment of interests September 26, 2022 09:00 ET | Source: Agriforce Growing Systems Ltd. VANCOUVER, British Columbia, S

September 22, 2022 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): September 16, 2022 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 NA (State or other jurisdiction of incorporation) (Com

August 16, 2022 424B3

PROSPECTUS SUPPLEMENT NO. 1 (to prospectus dated August 1, 2022) AGRIFORCE GROWING SYSTEMS, LTD. 10,423,986 shares of common stock

424B3 1 form424b3.htm Filed pursuant to Rule 424(b)(3) Registration No. 333-266441 PROSPECTUS SUPPLEMENT NO. 1 (to prospectus dated August 1, 2022) AGRIFORCE GROWING SYSTEMS, LTD. 10,423,986 shares of common stock This prospectus supplement relates to Registration Statement on Form S-1 (File No. 333-266441), dated August 1, 2022 and declared effective by the Securities and Exchange Commission on o

August 16, 2022 EX-FILING FEES

EX -Filing Fees

Exhibit 107 FILING FEES CALCULATION OF REGISTRATION FEE Title of each class of Securities to be registered Amount to be registered(1) Proposed maximum offering price per unit(2) Proposed maximum aggregate offering price(2) Amount of registration fee(3) Common stock, no par value per share — — — — Preferred stock, no par value per share — — — — Warrants(4) — — — — Units — — — — Total(5) $ 150,000,000 $ 13,905.

August 16, 2022 S-3/A

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 15, 2022

S-3/A 1 forms-3a.htm AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 15, 2022 REGISTRATION NO. 333-266722 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AGRIFORCE GROWING SYSTEMS, LTD. (Exact name of registrant as specified in its charter) British Columbia (State or other jur

August 16, 2022 CORRESP

AGRIFORCE GROWING SYSTEMS, LTD. 300 – 2233 Columbia Street Vancouver, BC, Canada V5Y 0M6

CORRESP 1 filename1.htm AGRIFORCE GROWING SYSTEMS, LTD. 300 – 2233 Columbia Street Vancouver, BC, Canada V5Y 0M6 August 16, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: AgriForce Growing Systems, Ltd. Registration Statement on Form S-3 File No. 333-266722 REQUEST FOR ACCELERATION OF EFFECTIVENESS Gentlepersons:

August 15, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACMT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40578 AGRIFORCE

August 15, 2022 CORRESP

AGRIFORCE GROWING SYSTEMS, LTD. 300 – 2233 Columbia Street Vancouver, BC, Canada V5Y 0M6

CORRESP 1 filename1.htm AGRIFORCE GROWING SYSTEMS, LTD. 300 – 2233 Columbia Street Vancouver, BC, Canada V5Y 0M6 Canada August 15, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: AgriForce Growing Systems, Ltd. Registration Statement on Form S-3 File No. 333-266722 WITHDRAWAL OF REQUEST FOR ACCELERATION OF EFFECTIV

August 12, 2022 424B4

AGRIFORCE GROWING SYSTEMS, LTD. Common Stock

Filed pursuant to Rule 424(b)(4) Registration No. 333-266441 AGRIFORCE GROWING SYSTEMS, LTD. Common Stock This prospectus related to the offer and sale from time to time of up to 10,423,986 shares of common stock of AgriForce Growing Systems, Ltd. by the selling stockholders identified in this prospectus. The number of shares offered for sale by the selling stockholders consists of up to 10,423,98

August 11, 2022 CORRESP

AGRIFORCE GROWING SYSTEMS, LTD. 300 – 2233 Columbia Street Vancouver, BC, Canada V5Y 0M6

AGRIFORCE GROWING SYSTEMS, LTD. 300 ? 2233 Columbia Street Vancouver, BC, Canada V5Y 0M6 Canada August 11, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: AgriForce Growing Systems, Ltd. Registration Statement on Form S-3 File No. 333-266722 REQUEST FOR ACCELERATION OF EFFECTIVENESS Gentlepersons: Pursuant to Rule

August 10, 2022 CORRESP

AGRIFORCE GROWING SYSTEMS, LTD. 300 – 2233 Columbia Street Vancouver, BC, Canada V5Y 0M6 Canada

AGRIFORCE GROWING SYSTEMS, LTD. 300 ? 2233 Columbia Street Vancouver, BC, Canada V5Y 0M6 Canada August 9, 2022 ? Amended on August 10, 2022 to Correct scrivener?s error VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: AgriForce Growing Systems, Ltd. Registration Statement on Form S-1 File No. 333-266441 REQUEST FOR ACCEL

August 9, 2022 EX-FILING FEES

EX -Filing Fees

Exhibit 107 FILING FEES CALCULATION OF REGISTRATION FEE Title of each class of Securities to be registered Amount to be registered(1) Proposed maximum offering price per unit(2) Proposed maximum aggregate offering price(2) Amount of registration fee(3) Common stock, no par value per share — — — — Preferred stock, no par value per share — — — — Warrants(4) — — — — Units — — — — Total(5) $ 150,000,000 $ 13,905.

August 9, 2022 CORRESP

AGRIFORCE GROWING SYSTEMS, LTD. 300 – 2233 Columbia Street Vancouver, BC, Canada V5Y 0M6

CORRESP 1 filename1.htm AGRIFORCE GROWING SYSTEMS, LTD. 300 – 2233 Columbia Street Vancouver, BC, Canada V5Y 0M6 Canada August 9, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: AgriForce Growing Systems, Ltd. Registration Statement on Form S-1 File No. 333-266441 REQUEST FOR ACCELERATION OF EFFECTIVENESS Gentleper

August 9, 2022 S-3

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 9, 2022

S-3 1 forms-3.htm AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 9, 2022 REGISTRATION NO. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AGRIFORCE GROWING SYSTEMS, LTD. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of incorporation or

August 1, 2022 EX-FILING FEES

Filing Fees*********

EX-FILING FEES 4 ex107.htm FILING FEES Exhibit 107 FILING FEES CALCULATION OF REGISTRATION FEE Title of each class of Securities to be registered Amount to be registered(1) Proposed maximum offering price per share(2) Proposed maximum aggregate offering price(2) Amount of registration fee(3) Common stock, no par value per share 10,423,986 $ 1.83 $ 19,075,895 $ 1,768.34 Total(5) 10,423,986 $ 1.83 $

August 1, 2022 S-1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 1, 2022

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 1, 2022 REGISTRATION NO.

July 13, 2022 SC 13G

AGRIW / AgriFORCE Growing Systems Ltd. Warrant / Pioneer Capital Anstalt - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) AGRIFORCE GROWING SYSTEMS LTD. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 (Title of Class of Securities) C00948106 (CUSIP Number) July 6, 2022 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) Check the appropriate box to designate the rule purs

July 6, 2022 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): June 30, 2022 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 NA (State or other jurisdiction of incorporation) (Commissi

July 6, 2022 EX-99.1

AgriFORCE Announces Convertible Debt Facility in an Initial Principal Amount of $14.025 Million

Exhibit 99.1 AgriFORCE Announces Convertible Debt Facility in an Initial Principal Amount of $14.025 Million VANCOUVER, B.C. – July 6, 2022 – AgriFORCE Growing Systems Ltd. (“the Company”) (NASDAQ: AGRI; AGRIW), an intellectual property (IP)-focused AgTech company dedicated to advancing sustainable cultivation and crop processing across multiple verticals, today announced it has entered into a def

July 6, 2022 EX-10.1

Form of Securities Purchase Agreement********

EX-10.1 2 ex10-1.htm Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2022, between AgriFORCE Growing Systems Ltd., a British Columbia corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS,

July 6, 2022 EX-10.4

Form of Registration Rights Agreement********

EX-10.4 5 ex10-4.htm EXHIBIT 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 30, 2022, between AgriFORCE Growing Systems Ltd., a British Columbia corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made

July 6, 2022 EX-10.2

Form of Debenture********

EX-10.2 3 ex10-2.htm EXHIBIT 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT

July 6, 2022 EX-10.5

Form of Subsidiary Guaranty********

EX-10.5 6 ex10-5.htm Exhibit 10.5 SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE, dated as of [ , 2022 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement,

July 6, 2022 EX-10.3

Form of Warrant********

EX-10.3 4 ex10-3.htm EXHIBIT 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT T

July 6, 2022 EX-10.6

Form of Lock Up Letter********

EX-10.6 7 ex10-6.htm Exhibit 10.6 LOCK-UP AGREEMENT , 2022 AgriFORCE Growing Systems Ltd.. Re: Securities Purchase Agreement, dated as of June 28, 2022 (the “Purchase Agreement”), between AgriFORCE Growing Systems Ltd. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”) Ladies and Gentlemen: Defined terms not otherwise defined in this lett

May 23, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): May 17, 2022 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 NA (State or other jurisdiction of incorporation) (Commissio

May 16, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACMT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40578 AGRIFORC

April 11, 2022 EX-99.1

Company Presentation

Exhibit 99.1

April 11, 2022 8-K

Other Events, Financial Statements and Exhibits

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): April 11, 2022 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 NA (State or other jurisdiction of incorporation) (Commiss

March 30, 2022 EX-10.17

Asset Purchase Agreement – Manna Nutritional Group**

Exhibit 10.17

March 30, 2022 EX-21.1

List of Subsidiaries**

Exhibit 21.1 AgriFORCE Growing Systems Ltd. LIST OF SUBSIDIARIES: Daybreak Ag Systems Ltd. Canivate Growing Solutions Ltd.(Defunct) AgriFORCE Investments Inc. West Pender Holdings Inc. AGI IP Co. West Pender Management Co.

March 30, 2022 EX-10.18

Definitive Agreement with Humboldt Bliss, Ltd**

Exhibit 10.18

March 30, 2022 EX-10.6

Employment Agreement - Richard Wong**

Exhibit 10.6

March 30, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [—Date—] to [—Date—] Commission File Number: 001-4

March 30, 2022 EX-10.21

License Agreement with Radical Clean Solutions Ltd. **

Exhibit 10.21

March 30, 2022 EX-10.20

Binding LOI to Acquire Deroose Plants NV **

Exhibit 10.20

March 30, 2022 EX-10.7

Employment Agreement - Troy McClellan**

EX-10.7 4 ex10-7.htm Exhibit 10.7

March 30, 2022 EX-14.1

Code of Ethics**

Exhibit 14.1 2.0 BUSINESS ETHICS 2.1 Company Ethics & Conduct The successful business operation and reputation of AgriFORCE is built upon the principles of fair dealing and ethical conduct of our employees. Our reputation for integrity and excellence requires careful observance of the spirit and letter of all applicable laws and regulations, as well as the highest regard for standards of conduct a

March 30, 2022 EX-10.8

Employment Agreement – Mauro Pennella **

Exhibit 10.8

March 30, 2022 EX-10.19

Share Purchase Agreement with Delphy Groep B.V. **

Exhibit 10.19

March 30, 2022 EX-10.5

Employment Agreement - Ingo Mueller**

Exhibit 10.5

February 17, 2022 EX-99.1

Press Release

Exhibit 99.1

February 17, 2022 EX-10.1

Agreement with.DelphyGroep BV dated as of February 12, 2022

EX-10.1 2 ex10-1.htm Exhibit 10.1

February 17, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 12, 2022 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction of incorporation) (Commiss

December 16, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 15, 2021 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 NA (State or other jurisdiction of incorporation) (Comm

December 16, 2021 EX-99.1

December 2021

EX-99.1 2 ex99-1.htm Exhibit 99.1 December 2021 Year End Message from AgriFORCE Growing Systems CEO Ingo Mueller As this year draws to a close and we begin to plan for the year ahead, it feels like a good time to reflect on the achievements of 2021 and share some of our plans for 2022. Over the past year, we have seen a broad shift in expectations and consumer demand. Around the globe, people want

December 9, 2021 EX-99.1

Initial term (5 years)

Exhibit 99.1 AgriFORCE Signs Definitive Contract to Deploy Its Proprietary Grow House Facility and IP in Barbados for Production of High Value Medical and Agricultural Crops Grow House expected to generate over $12M¹ of EBITDA per year based on current contracts with potential to expand December 02, 2021 08:45 ET | Source: Agriforce Growing Systems Ltd. VANCOUVER, British Columbia, Dec. 02, 2021 (

December 9, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): December 2, 2021 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction of incorporation) (Commissi

December 9, 2021 EX-10.1

Agreement with Humboldt Bliss, Ltd.

Exhibit 10.1

November 16, 2021 EX-99.1

Company Corporate Presentation, dated November 2021

EX-99.1 2 ex99-1.htm Exhibit 99.1

November 16, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): November 16, 2021 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 NA (State or other jurisdiction of incorporation) (Comm

November 15, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40578 AGRIF

October 13, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): October 12, 2021 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction of incorporation) (Commissi

October 13, 2021 EX-99.1

Company Corporate Presentation, dated October 12, 2021

Exhibit 99.1

September 29, 2021 8-K

Submission of Matters to a Vote of Security Holders

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): September 24, 2021 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction of incorporation) (Commis

September 16, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): September 10, 2021 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction of incorporation) (Commis

September 16, 2021 EX-10.1

Purchase agreement dated September 10, 2021

Exhibit 10.1

September 16, 2021 EX-99.1

AgriFORCE Growing Systems Announces Definitive Agreement to Acquire Food Production & Processing IP from Manna Nutritional Group (MNG)

Exhibit 99.1 AgriFORCE Growing Systems Announces Definitive Agreement to Acquire Food Production & Processing IP from Manna Nutritional Group (MNG) September 15, 2021 08:45 ET | Source: Agriforce Growing Systems Ltd. ? ? ? ? ? ? ? ... Adds patent pending technologies for the natural processing and conversion of grains, pulses and root vegetables to low starch, low sugar, high protein and fiber ric

August 25, 2021 S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AGRIFORCE GROWING SYSTEMS, LTD. (Exact name of registrant as specified in its charter) British Columbia (State or

Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AGRIFORCE GROWING SYSTEMS, LTD. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of incorporation or organization) N/A I.R.S. Employer Identification Number 3420 (Primary Standard Industria

August 25, 2021 EX-4.5

2018 Equity Incentive Plan, as amended*

EX-4.5 2 ex4-5.htm EXHIBIT 4.5 AGRIFORCE GROWING SYSTEMS LTD. (the “COMPANY”) AMENDED AND RESTATED STOCK OPTION PLAN Amended by the directors of the Company effective September 8, 2020 Approved by the shareholders of the Company on September 25, 2020 1 TABLE OF CONTENTS Page SECTION 1 DEFINITIONS AND INTERPRETATION 3 1.1 Definitions 3 1.2 Choice of Law 7 1.3 Headings 7 SECTION 2 GRANT OF OPTIONS 8

August 19, 2021 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 formdef14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-

August 5, 2021 EX-10.2

Exhibit 10.2 Employment Agreement with Richard Wong, August 1, 2021

EX-10.2 3 ex10-2.htm Exhibit 10.2

August 5, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): August 1, 2021 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 (State or other jurisdiction of incorporation) (Commission

August 5, 2021 EX-10.1

Exhibit 10.1 Employment Agreement with Ingo Mueller, August 1, 2021

EX-10.1 2 ex10-1.htm Exhibit 10.1

August 3, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40578 AGRIFORCE

July 28, 2021 EX-10.1

Exhibit 10.1 Employment Agreement, dated as of July 22, 2021

Exhibit 10.1

July 28, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 22, 2021 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 46-0820877 (State or other jurisdiction of incorporation) (

July 21, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 form8-k.htm 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 15, 2021 AGRIFORCE GROWING SYSTEMS, LTD. (Exact Name of Registrant as Specified in Charter) British Columbia 001-40578 46-0820877 (State or other jurisdiction o

July 21, 2021 EX-10.1

Exhibit 10.1 Employment Agreement, dated as of July 15, 2021

Exhibit 10.1

July 9, 2021 424B4

EF HUTTON division of Benchmark Investments, LLC The date of this prospectus is July 10, 2021. TABLE OF CONTENTS

424B4 1 form424b4.htm Filed pursuant to Rule 424(b)(4) Registration No. 333-251380 Registration No. 333-257756 2,719,999 Units Consisting of Common Shares and Series A Warrants AgriFORCE Growing Systems Ltd. This is a firm commitment initial public offering of 2,719,999 units each consisting of one of our common shares, no par value per share, and one Series A Warrant to purchase one common share

July 9, 2021 424B4

EF HUTTON division of Benchmark Investments, LLC The date of this prospectus is July 10, 2021. TABLE OF CONTENTS

424B4 1 form424b4.htm Filed pursuant to Rule 424(b)(4) Registration No. 333-251380 Registration No. 333-257756 2,719,999 Units Consisting of Common Shares and Series A Warrants AgriFORCE Growing Systems Ltd. This is a firm commitment initial public offering of 2,719,999 units each consisting of one of our common shares, no par value per share, and one Series A Warrant to purchase one common share

July 7, 2021 S-1MEF

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AGRIFORCE GROWING SYSTEMS, LTD. (Exact name of registrant as specified in its charter) British Columbia (State or

S-1MEF 1 forms-1mef.htm As filed with the Securities and Exchange Commission on July 7, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AGRIFORCE GROWING SYSTEMS, LTD. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of incorporati

July 2, 2021 CORRESP

EF Hutton 17 Battery Place, Suite 625 New York, New York 10004 July 2, 2021

CORRESP 1 filename1.htm EF Hutton 17 Battery Place, Suite 625 New York, New York 10004 July 2, 2021 Via EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 RE: Agriforce Growing Systems, Ltd. Registration Statement on Form S-1 File No. 333- 251380 Dear Sir or Madam: Pursuant to Rule 461 under the Securities Act of 1933, as amended,

July 2, 2021 CORRESP

AGRIFORCE GROWING SYSTEMS, LTD. 777 Hornby Street, Suite 600 Vancouver, BC V6Z 1S4

CORRESP 1 filename1.htm AGRIFORCE GROWING SYSTEMS, LTD. 777 Hornby Street, Suite 600 Vancouver, BC V6Z 1S4 Canada July 2, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: AgriForce Growing Systems, Ltd. Registration Statement on Form S-1 File No. 333-251380 REQUEST FOR ACCELERATION OF EFFECTIVENESS Gentlepersons: Pu

July 2, 2021 8-A12B

Form 8-A

8-A12B 1 form-8a12b.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 AGRIFORCE GROWING SYSTEMS, LTD. (Exact name of registrant as specified in its charter) British Columbia (State or other jurisdiction of incorporation or organization) 46-082

June 30, 2021 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 6 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AGRIFORCE GROWING SYSTEMS LTD. (Exact Name of Registrant as Specified in its Charter)

As filed with the United States Securities and Exchange Commission on June 30, 2021.

June 14, 2021 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AGRIFORCE GROWING SYSTEMS LTD. (Exact Name of Registrant as Specified in its Charter)

S-1/A 1 forms-1a.htm As filed with the United States Securities and Exchange Commission on June 14, 2021. Registration No. 333-251380 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AGRIFORCE GROWING SYSTEMS LTD. (Exact Name of Registrant as Specified in its Charter) British Columbia 3420 46

June 14, 2021 CORRESP

AgriForce Growing Systems, Ltd. 777 Hornby Street, Suite 600 Vancouver, BC V6Z 1S4

CORRESP 1 filename1.htm AgriForce Growing Systems, Ltd. 777 Hornby Street, Suite 600 Vancouver, BC V6Z 1S4 June 14, 2021 United States Securities and Exchange Commission Washington, D.C. 20549 Re: Agriforce Growing Systems, Ltd. Amendment No. 4 to Registration Statement on Form S-1 Filed June 3, 2021 File No. 333-251380 Gentlepersons: We have reviewed your comment letter, dated June 11, 2021 and h

June 3, 2021 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AGRIFORCE GROWING SYSTEMS LTD. (Exact Name of Registrant as Specified in its Charter)

As filed with the United States Securities and Exchange Commission on June 3, 2021.

June 3, 2021 EX-10.25

Bridge Loan Agreement dated March 24, 2021******

Exhibit 10.25

June 3, 2021 EX-10.26

Bridge Note, dated March 24, 2021******

EX-10.26 10 ex10-26.htm Exhibit 10.26

June 3, 2021 EX-10.27

Bridge Warrant, dated March 24, 2021******

Exhibit 10.27

June 3, 2021 EX-10.24

Pharmhaus Termination Agreements ******

Exhibit 10.24

March 22, 2021 CORRESP

Agriforce Growing Systems, Ltd. 777 Hornby Street, Suite 600 Vancouver, BC V6Z 1S4

CORRESP 1 filename1.htm Agriforce Growing Systems, Ltd. 777 Hornby Street, Suite 600 Vancouver, BC V6Z 1S4 Canada March 22, 2021 United States Securities and Exchange Commission Washington, DC 20549 Re: Agriforce Growing Systems, Ltd. Amendment No. 2 to Registration Statement on Form S-1 Filed March 3, 2021 File No. 333-251380 To whom it may concern: We have reviewed your comment letter, dated Mar

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