AgriFORCE Growing Systems Enters into Securities Purchase Agreement with Institutional Investors

AgriFORCE Growing Systems, Ltd. recently announced the signing of a Securities Purchase Agreement (SPA) with institutional investors on January 16, 2025. The agreement involves an initial purchase of $7.7 million in principal amount of debentures and accompanying warrants, with the potential for an additional $42.3 million in principal amount of debentures and warrants.

The SPA outlines that the company is set to receive an initial amount of $7.0 million, gross of fees, on January 16, 2025, with the opportunity to access more funds totaling up to $42.3 million in principal amount, subject to certain conditions and prevailing market prices. The agreement includes standard representations, warranties, and negative covenants that restrict the level of indebtedness and other securities the company can take on under specific circumstances.

The initial conversion price of the debentures is set at $2.62 per share, with a 12-month maturity period that can be extended for an additional six months by the company. The debentures feature a 10% original issue discount, bear interest at 5% for the first 12 months, and at 8% until maturity. Additionally, the debentures include amortization over a 25-month period starting on April 1, 2025.

Investors also receive 3.5-year warrants with 65% warrant coverage at an initial exercise price of $2.882 per share, subject to adjustments and dilution protections. Both the debentures and warrants have provisions limiting an investor’s ownership percentage and the total amount of common shares issued upon conversion or exercise.

To secure the obligations under the debentures, the company has provided a first lien on its assets. The company’s subsidiaries and individuals within the organization have entered subsidiary guarantees and lockup agreements, respectively, to support the SPA.

All transactions related to the sale of debentures and warrants occurred as private placement transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933. Maxim Group LLC acted as the financial advisor for the transaction.

The terms laid out in this announcement are summaries and are subject to and qualified by the full terms of the actual forms of the agreements attached as exhibits in the filing.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read AgriFORCE Growing Systems’s 8K filing here.

AgriFORCE Growing Systems Company Profile

AgriFORCE Growing Systems Ltd., an agriculture-focused technology company, focuses on the development and commercialization of plant-based ingredients and products that deliver healthier and nutritious solutions. The company operates in two divisions, AgriFORCE Solutions and AgriFORCE Brands. It also offers management advisory services and holds intellectual property, as well as engages in the real estate holding and development activities.