ADDED
Employer Identification No.) 800 525 West 8th Avenue Vancouver , BC , Canada V5Z 1C6 (Address of principal executive offices) (Zip Code) (604) 757-0952 AgriForce Growing Systems, Ltd.
See the definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
7262(b)) by the registered public accounting firm that prepared or issued its audit report.
As of March 24, 2026, the registrant had 89,798,842 common shares, no par value per share, outstanding.
Some of the statements under Business, Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this Annual Report may contain forward-looking statements that reflect our current views with respect to, among other things, future events, results and financial performance, which are intended to be covered by the safe harbour provisions for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995.
These statements can be identified by the fact that they do not relate strictly to historical or current facts, and you can often identify these forward-looking statements by the use of forward-looking words such as anticipate, believe, contemplate, continue, could, estimate, expect, forecast, goal, intend, may, outlook, plan, potential, predict, project, seek, shall, should, strive, target, will or the negative version of those words or other comparable words.
The inclusion of this forward-looking information should not be regarded as a representation by us that the future plans, estimates or expectations contemplated by us will be achieved.
Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy and liquidity.
You should not place undue reliance on any forward-looking statements and should consider the factors discussed under Risk Factors in Part I, Item 1A herein.
The factors identified in Part I, Item 1A herein should not be construed as an exhaustive list of factors that could affect our future results and should be read in conjunction with the other cautionary statements that are included in this Annual Report.
REMOVED
See the definitions of large accelerated filer , accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Shares of the registrant s common stock held by each officer and director and each person known to the registrant to own 10% or more of the outstanding voting power of the registrant have been excluded in that such persons may be deemed affiliates.
This determination of affiliate status is not a determination for other purposes.
When used in this Report on Form 10- K and other reports, statements, and information we have filed with the Securities and Exchange Commission ( Commission or SEC ), in our press releases, presentations to securities analysts or investors, in oral statements made by or with the approval of an executive officer, the words or phrases believes, may, will, expects, should, continue, anticipates, intends, will likely result, estimates, projects or similar expressions and variations thereof are intended to identify such forward-looking statements.
However, any statements contained in this Report on Form 10-K that are not statements of historical fact may be deemed to be forward-looking statements.
Business Overview AgriFORCE was incorporated as a private company by Articles of Incorporation issued pursuant to the provisions of the Business Corporations Act (British Columbia) on December 22, 2017.
Most recently, the Company has entered into the sustainable Bitcoin mining industry and has completed two acquisitions since late November 2024 pursuant to which the Company now owns and operates three Bitcoin mining facilities, one in Alberta, Canada and two in Ohio, for a total of 1120 BITMAIN Antminer S19j units.
Our AgriFORCE Brands division is focused on the development and commercialization of plant-based ingredients and products that deliver more nutritious food.
We will market and commercialize ingredient supplies, like our Awakened Flour and Awakened Grains .
The AgriFORCE Solutions division is dedicated to transforming modern agriculture through our controlled environment agriculture ( CEA ) equipment, including our FORCEGH+ solution.