Securities Registration Statement (s-1/a)
03 Maio 2023 - 8:52AM
Edgar (US Regulatory)
AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 3, 2023
REGISTRATION
NO. 333-269669
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT
NO. 2 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
(State
or other jurisdiction of incorporation or organization)
Not
applicable.
I.R.S.
Employer Identification Number
3420
(Primary
Standard Industrial Classification Code Number)
300
– 2233 Columbia Street
Vancouver,
BC, Canada |
|
V5Y
0M6 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(604)
757-0952
(Telephone
Number)
Jolie
Kahn, Esq.
12
E. 49th Street, 11th floor
New
York, NY 10017
(516)
217-6379
(Address,
including zip code, and telephone number,
including
area code, of agent for service)
Copies
to:
Jolie
Kahn, Esq.
12
E. 49th Street, 11th floor
New
York, NY 10017
Phone:
(516) 217-6379
Fax:
(866) 705-3071
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box: ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plants, check the following
box: ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”,
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ☐ |
|
Accelerated
filer ☐ |
|
Non-accelerated
filer ☒ |
|
Smaller
reporting company ☒ |
|
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. ☒
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may determine.
The
registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the
Securities and Exchange Commission (the “Commission”), acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE: This Amendment No. 2 to Registration Statement on Form S-1 is being filed with the SEC merely to update Exhibit 23.1, Consent of
Auditor, to a date within 30 days prior to the date of this Amendment No. 2 to Registration Statement on Form S-1.
Item
16. Exhibits.
Exhibit
The
exhibit listed below is filed or incorporated by reference as part of this Registration Statement on Form S-1.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-1 and has duly caused this registration statement or Amendment thereto to be signed on its behalf
by the undersigned, thereunto duly authorized, in Vancouver, BC, Canada, on May 3, 2023.
AGRIFORCE
GROWING SYSTEMS, LTD. |
|
|
|
|
By: |
/s/
Ingo Mueller |
|
Name: |
Ingo
Mueller |
|
Title: |
Chief
Executive Officer and President and Director |
|
|
|
|
By: |
/s/
Richard Wong |
|
Name: |
Richard
Wong |
|
Title: |
Chief
Financial Officer |
|
Pursuant
to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities
and on the dates indicated.
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/
Ingo Mueller |
|
Chief
Executive Officer and Executive Chairman and Director |
|
May
3, 2023 |
Ingo
Mueller |
|
(Principal
Executive Officer) |
|
|
|
|
|
|
|
/s/
Richard Wong |
|
Chief
Financial Officer |
|
May
3, 2023 |
Richard
Wong |
|
(Principal
Financial and Accounting Officer) |
|
|
|
|
|
|
|
/s/
John Meekison |
|
Director |
|
May
3, 2023 |
John
Meekison |
|
|
|
|
|
|
|
|
|
/s/
David Welch |
|
Director |
|
May
3, 2023 |
David
Welch |
|
|
|
|
|
|
|
|
|
/s/
Richard Levychin |
|
Director |
|
May
3 2023 |
Richard
Levychin |
|
|
|
|
|
|
|
|
|
/s/
Amy Griffith |
|
Director |
|
May
3, 2023 |
Amy
Griffith |
|
|
|
|
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