Current Report Filing (8-k)
November 23 2022 - 11:40AM
Edgar (US Regulatory)
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2022-11-18
2022-11-18
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AGRI:CommonSharesMember
2022-11-18
2022-11-18
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AGRI:SeriesWarrantsMember
2022-11-18
2022-11-18
iso4217:USD
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xbrli:shares
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 |
of incorporation) |
|
File Number) |
|
Identification No.) |
300 - 2233 Columbia Street |
|
|
Vancouver, BC, |
|
V5Y 0M6 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (604) 757-0952
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Shares |
|
AGRI |
|
The Nasdaq Capital Market |
Series A Warrants |
|
AGRIW |
|
The Nasdaq Capital Market |
FORWARD-LOOKING
STATEMENTS
This
Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively, the “Filings”)
contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available
to, Registrant’s management as well as estimates and assumptions made by Registrant’s management. When used in the Filings
the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,”
“plan” or the negative of these terms and similar expressions as they relate to Registrant or Registrant’s management
identify forward-looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject
to risks, uncertainties, assumptions and other factors relating to Registrant’s industry, Registrant’s operations and results
of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize,
or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated,
expected, intended or planned.
Although
Registrant believes that the expectations reflected in the forward-looking statements are reasonable, Registrant cannot guarantee future
results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the
United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.
Item
5.07 Submission of Matters to a Vote of Securityholders
On
November 18, 2022, AgriForce Growing Systems, Ltd. (the “Company”), held an annual meeting of stockholders (the “Meeting”).
As of the record date for the Meeting, 15,713,596 shares of common stock were issued and outstanding. A total of 9,554,692 shares of
common stock, constituting a quorum, were present and accounted for at the Meeting. At the Meeting, the Company’s stockholders
approved the following proposals (with percentages relating to the number of shares voted on each matter):
| 1) | To
Elect lngo W. Mueller |
|
a. |
For
- 6,910,228 {95.79%) |
|
b. |
Withheld
– 290,684 {4.21%) |
|
a. |
For-6,618,676
{95.78%) |
|
b. |
Withheld
– 291,552 {4.22%) |
| 3) | To Elect William J. Meekison |
|
a. |
For-6,616,208 {95.75%) |
|
b. |
Withheld – 294,020 {4.25%) |
|
a. |
For
- 6,910,228 {98.15%) |
|
b. |
Withheld-127,662
{1.85%) |
| 5) | To
Elect Richard Levychin |
|
a. |
For
- 6,619,203 {95.79%) |
|
b. |
Withheld
– 291,025 {4.21%) |
| 6) | For
the Ratification of the Appointment of Marcum LLP |
|
a. |
For
– 9,275,070 {97.07%) |
|
b. |
Against
– 271,136 {2.84%) |
|
c. |
Abstain
– 8,486 {0.09%) |
| 7) | To
Approve Proposal, share unit plan |
|
a. |
For
- 6,350,841{91.90%) |
|
b.
|
Withheld
– 426,200 {6.17%) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Date:
November 23, 2022 |
|
|
|
AGRIFORCE
GROWING SYSTEMS, LTD. |
|
|
|
By: |
/s/
Richard Wong |
|
Name:
|
Richard
Wong |
|
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