Core Viewpoint - AgriFORCE Growing Systems Ltd. will be renamed AVAX One and aims to raise approximately $550 million to become a NASDAQ-listed company focused on maximizing ownership of the Avalanche token [1]. Group 1: Stock Performance - The stock surged 135.27 percent to $5.67, gaining $3.26 after the announcement [1]. - The stock opened at $7.30 and traded between $5.10 and $8.99, compared to a previous close of $2.41 on the Nasdaq [1]. Group 2: Trading Volume - Trading volume spiked to 109.30 million shares, significantly above the average of 0.53 million shares [2]. - AgriFORCE has a 52-week trading range of $2.20 to $102.60 [2].

Company Overview - AgriFORCE Growing Systems (AGRI) is rebranding as AVAX One and is launching a $550 million capital raise to become the first Nasdaq-listed company focused on acquiring avalanche (AVAX), the native token of the Avalanche blockchain [1] - The company aims to accumulate more than $700 million worth of AVAX, providing public investors with a professionally managed vehicle to gain exposure to the network, which secures $6.2 billion in staked assets [2] Leadership and Strategy - Anthony Scaramucci, founder of Skybridge Capital, joins as the head of the advisory board, emphasizing the importance of tokenization as a major theme for the next decade of finance [4] - Hivemind Capital founder Matt Zhang will chair the board, with plans to build the "Berkshire Hathaway of the onchain financial economy" by combining disciplined token accumulation with fintech acquisitions [3] Capital Raise Details - The capital raise includes a $300 million PIPE, pending shareholder approval, and up to $250 million in additional equity-linked offerings, with participation from notable investors such as ParaFi, Galaxy Digital, and Kraken [5] - Other participating investors include Big Brain Holdings, FalconX, Republic Digital, and several others, indicating strong interest in the capital raise [5] Existing Operations - AVAX One will continue to operate AgriFORCE's existing energy infrastructure business through its TerraHash Digital division [6]

Core Insights - AgriFORCE Growing Systems Ltd. is rebranding as AVAX One and plans to raise approximately $550 million to focus on acquiring and holding AVAX tokens, the native cryptocurrency of the Avalanche blockchain [1][5] - The company's stock price surged over 200% following the announcement, reflecting strong market interest in its new direction [4][8] - AgriFORCE aims to own over $700 million worth of AVAX tokens, with a capital-raising strategy that includes a $300 million PIPE and an additional $250 million through equity-linked instruments [5][6] Company Strategy - AgriFORCE's CEO Jolie Kahn emphasized the transformation of financial markets through programmable blockchains like Avalanche, positioning the company as a managed vehicle for public market investors to engage with this change [3] - The firm is shifting its focus from Bitcoin mining, which it previously engaged in using clean energy, to a strategy centered on blockchain assets [2][3] - HiveMind Capital is leading the capital raise, with participation from over 50 firms, and notable figures like Anthony Scaramucci joining the advisory board [6][8] Market Reaction - Following the announcement, AgriFORCE's stock was trading at $6.64, reflecting a 175% increase on the day, while AVAX experienced a slight decline of about 4.5% to $31.47 amidst a broader crypto market dip [4] - The company's vision includes building a significant presence in the on-chain financial economy, akin to "the Berkshire Hathaway of the on-chain financial economy," focusing on disciplined asset accumulation and onboarding cash-flowing fintech businesses onto the Avalanche network [7][9]

Group 1: Avalanche (AVAX) - AgriFORCE Growing Systems Ltd (AGRI) is rebranding as AVAX One, becoming the first NASDAQ-listed company focused on Avalanche, with plans for a $550 million capital raise strategy to acquire over $700 million worth of AVAX tokens [2] - AVAX One aims to provide a public vehicle for investors interested in Avalanche, which has attracted major Wall Street players like KKR, Apollo, and J.P. Morgan for tokenization projects [3] - Avalanche is viewed as an institutional-grade settlement layer, currently secured by $6.2 billion in staked assets, with a vision to build a "Berkshire Hathaway of the onchain financial economy" through a two-layered strategy of short-term accumulation and long-term fintech onboarding [4] Group 2: Binance (BNB) - CEA Industries Inc., now the BNB Network Company, announced a $500 million common equity PIPE and up to $750 million in warrants, marking a significant institutional fundraising effort for BNB [6] - Since the initiation of its treasury program in August, BNB has increased by 35.6%, contributing to a 47.5% year-to-date gain, with the company emphasizing BNB's undervaluation despite its growth [7] - The BNB Network Company is actively purchasing BNB daily, supported by a $250 million share repurchase program to enhance BNB concentration per share [7]

AgriFORCE Growing Systems Ltd. (Nasdaq: AGRI) will rebrand as AVAX One and aims to raise $550 million, targeting a total holding of over $700 million in AVAX tokens. The funding round is led by Hivemind Capital, with participation from more than 50 institutions including ParaFi, Galaxy Digital, DCG, Kraken, and HashKey. https://t.co/kxtEIcQOsY ...

Core Insights - Premarket trading is showing notable activity with significant price movements indicating potential trading opportunities before the market opens [1] Premarket Gainers - AgriFORCE Growing Systems Ltd. (AGRI) has increased by 263% to $8.73 [3] - Qualigen Therapeutics, Inc. (QLGN) has risen by 212% to $8.87 [3] - Flora Growth Corp. (FLGC) is up 103% at $55.36 [3] - Boxlight Corporation (BOXL) has gained 102% to $3.16 [3] - Platinum Analytics Cayman Limited (PLTS) is up 96% at $14.00 [3] - Metsera, Inc. (MTSR) has increased by 59% to $52.99 [3] - Anywhere Real Estate Inc. (HOUS) is up 51% at $10.72 [3] - Fold Holdings, Inc. (FLD) has risen by 30% to $5.93 [3] - ARB IOT Group Limited (ARBB) is up 28% at $8.02 [3] - MBX Biosciences, Inc. (MBX) has increased by 26% to $12.64 [3] Premarket Losers - AlphaVest Acquisition Corp (ATMV) has decreased by 27% to $15.99 [4] - Helius Medical Technologies, Inc. (HSDT) is down 17% at $20.00 [4] - CEA Industries Inc. (BNC) has fallen by 15% to $8.20 [4] - Simpple Ltd. (SPPL) is down 13% at $5.00 [4] - FatPipe, Inc. (FATN) has decreased by 11% to $7.87 [4] - Tharimmune, Inc. (THAR) is down 11% at $3.20 [4] - Yueda Digital Holding (YDKG) has fallen by 11% to $2.98 [4] - American Battery Technology Company (ABAT) is down 10% at $2.94 [4] - AGM Group Holdings Inc. (AGMH) has decreased by 9% to $9.36 [4] - Antelope Enterprise Holdings Limited (AEHL) is down 5% at $3.38 [4]

Core Viewpoint - AgriFORCE Growing Systems Ltd. will be renamed AVAX One and aims to raise approximately $550 million to provide dedicated exposure to AVAX, the native token of the Avalanche network, marking it as the first NASDAQ-listed company with this focus [1][12]. Company Strategy - The company plans to maximize ownership of AVAX tokens, targeting over $700 million in AVAX holdings, which will position it as a foundational partner in the Avalanche ecosystem [5]. - The capital raising strategy includes a $300 million PIPE offering, subject to shareholder approval, with plans for an additional $250 million through equity-linked instruments [5]. - The near-term strategy will focus on disciplined asset accumulation, while the long-term vision includes acquiring cash-flowing fintech businesses to onboard onto the Avalanche network [4][12]. Industry Context - Avalanche is positioned as a high-speed, institutional-grade blockchain that enables major financial institutions to create compliant blockchains for tokenizing real-world assets, supported by $6.2 billion in staked assets [2]. - The tokenization of assets is identified as a significant trend for the next decade in finance, with Avalanche being recognized as a leading platform for this transition [7]. Leadership and Advisory - The strategic advisory board will include notable figures such as Anthony Scaramucci from SkyBridge Capital and Brett Tejpaul from Coinbase Institutional, enhancing the company's credibility in the financial sector [6]. Market Positioning - AVAX One aims to be the premier regulated gateway for public market investors to engage with the onchain economy, leveraging a professionally managed approach to its digital asset treasury [12].

[PART I — FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) AgriFORCE saw revenue growth from Bitcoin mining but a wider **$8.2 million** net loss, with a **$9.7 million** working capital deficiency raising going concern doubts [Condensed Consolidated Balance Sheets](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) Assets increased to **$15.2 million** by June 30, 2025, driven by Bitcoin mining investments, financed by debentures, resulting in a **$9.7 million working capital deficiency** Consolidated Balance Sheet Highlights (as of June 30, 2025 vs. Dec 31, 2024) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $185,313 | $489,868 | | Digital assets | $724,971 | $26,282 | | Total current assets | $1,401,103 | $1,307,233 | | Property and equipment, net | $4,807,533 | $808,895 | | Total assets | $15,243,271 | $10,763,983 | | **Liabilities & Equity** | | | | Debentures | $7,976,752 | $1,443,209 | | Total current liabilities | $11,068,922 | $4,320,265 | | Total liabilities | $11,184,288 | $4,652,730 | | Total shareholders' equity | $4,058,983 | $6,111,253 | - The company had a working capital deficiency of **$9.7 million** as of June 30, 2025, indicating significant short-term liquidity risk[32](index=32&type=chunk) [Condensed Consolidated Statements of Comprehensive Loss](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss) Revenue surged to **$725,209** for the six months ended June 30, 2025, driven by Bitcoin mining, but net loss widened to **$8.2 million** due to debt extinguishment and discontinued operations losses Statement of Comprehensive Loss Summary (Six Months Ended June 30) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Revenue | $725,209 | $41,315 | | Operating Loss | $(3,184,292) | $(2,515,099) | | Net Loss from Continuing Operations | $(6,804,649) | $(7,559,799) | | Net Loss from Discontinued Operations | $(1,401,048) | $0 | | **Net Loss** | **$(8,205,697)** | **$(7,559,799)** | | Basic and Diluted EPS (Total) | $(31.59) | $(290.57) | [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operations increased to **$3.1 million**, with **$5.7 million** used in investing for mining facilities, funded by **$8.5 million** in financing, resulting in a cash decrease of **$304,555** Cash Flow Summary (Six Months Ended June 30) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(3,056,552) | $(2,228,537) | | Net cash used in investing activities | $(5,683,307) | $0 | | Net cash provided by financing activities | $8,542,000 | $1,363,255 | | **Change in cash** | **$(304,555)** | **$(941,082)** | | Cash, end of period | $185,313 | $2,937,496 | [Notes to Financial Statements](index=13&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) Notes detail the company's pivot to Bitcoin mining, acquisition of Bald Eagle facility, disposal of RCS, reliance on convertible debentures, and a **going concern warning** - The company has pivoted its strategy to focus on sustainable Bitcoin mining, which began in 2024 and now represents its main operation[28](index=28&type=chunk)[29](index=29&type=chunk) - Management has identified substantial doubt about the company's ability to continue as a going concern due to recurring net losses, a working capital deficiency of **$9.7 million**, and the need for additional financing[32](index=32&type=chunk)[33](index=33&type=chunk) - On January 17, 2025, the company acquired the Bald Eagle Bitcoin mining facility in Ohio for a total purchase price of **$4,765,000**[84](index=84&type=chunk) - On July 1, 2025, the company agreed to return the assets of Radical Clean Solutions (RCS) to the seller, resulting in a loss on disposal of **$904,112** for the period ended June 30, 2025[78](index=78&type=chunk)[101](index=101&type=chunk) - The company has issued multiple tranches of convertible debentures, with down-round provisions that adjust conversion and strike prices downward upon subsequent dilutive equity issuances[103](index=103&type=chunk)[113](index=113&type=chunk)[114](index=114&type=chunk) [Management's Discussion and Analysis (MD&A)](index=43&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) MD&A details the company's pivot to energy-first digital infrastructure and Bitcoin mining, with revenue of **$725,209**, increased operating expenses, an **$8.2 million** net loss, and a **going concern warning** - The company has rebranded its strategy to be an "energy-first digital infrastructure company" focusing on modular, off-grid compute platforms for AI, edge computing, and crypto mining[174](index=174&type=chunk) - The company's three-pillar strategy includes: 1) using modular architecture for crypto mining and AI compute, 2) deploying mobile gas-to-power units, and 3) building a strategic digital reserve of Bitcoin[178](index=178&type=chunk) - The weighted average cost to mine one Bitcoin across its facilities is approximately **$44,400**[209](index=209&type=chunk)[210](index=210&type=chunk) - The company is holding up to **50%** of mined Bitcoin as part of a treasury strategy and has begun using its Bitcoin holdings as collateral for loans[206](index=206&type=chunk) [Results of Operations](index=50&type=section&id=Results%20of%20Operations) Revenue increased to **$725,209**, primarily from Bitcoin mining, while total operating expenses rose **53%** to **$3.9 million**, leading to an **$8.2 million** net loss due to debt extinguishment and discontinued operations Revenue Breakdown (Six Months Ended June 30) | Revenue Source | 2025 | 2024 | | :--- | :--- | :--- | | Bitcoin Mining | $724,768 | $0 | | Hydroxyl Devices | $531 | $41,315 | | **Total Revenue** | **$725,209** | **$41,315** | Operating Expenses Comparison (Six Months Ended June 30) | Expense Category | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Cost of revenue | $462,854 | $33,731 | +1272.2% | | Wages and salaries | $1,158,190 | $719,220 | +61.0% | | Professional fees | $579,642 | $329,729 | +75.8% | | Depreciation and amortization | $593,735 | $329,939 | +80.0% | | **Total Operating Expenses** | **$3,909,501** | **$2,556,414** | **+52.9%** | [Liquidity and Capital Resources](index=53&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity is constrained with cash at **$185,313**, a net loss of **$8.2 million**, and a significant working capital deficit, raising substantial doubt about **going concern**, requiring additional capital - The company's financial statements have been prepared on a going concern basis, but factors like recurring losses and a working capital deficit raise substantial doubt about its ability to continue[235](index=235&type=chunk) - To fund operations for the next twelve months, the company will seek additional capital through debt or equity sales, including its At the Market (ATM) facility, but there is no assurance of success[236](index=236&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=55&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) AgriFORCE is exempt from providing market risk disclosures as it qualifies as a smaller reporting company - The company is not required to provide quantitative and qualitative disclosures about market risk as it qualifies as a smaller reporting company[243](index=243&type=chunk) [Controls and Procedures](index=55&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal controls during the quarter - Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2025[244](index=244&type=chunk) - No material changes were made to the company's internal control over financial reporting during the quarter ended June 30, 2025[245](index=245&type=chunk) [PART II — OTHER INFORMATION](index=56&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) [Legal Proceedings](index=56&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in ongoing legal matters, including a wrongful termination lawsuit by a former CEO, a settled breach of contract complaint, and a dispute with a Belgian law firm - The company is in litigation with its former CEO, Ingo Mueller, over a wrongful termination claim. The company asserts the termination was for 'just cause' and believes an unfavorable outcome is not probable[152](index=152&type=chunk)[153](index=153&type=chunk)[154](index=154&type=chunk) - A complaint from Stronghold regarding a property purchase agreement was settled in January 2025, with the company agreeing to pay **$20,833** monthly for 12 months[155](index=155&type=chunk) [Risk Factors](index=56&type=section&id=Item%201A.%20Risk%20Factors) AgriFORCE is exempt from providing risk factor disclosures as it qualifies as a smaller reporting company - The company is electing scaled disclosure obligations as a smaller reporting company and is not required to provide risk factors in this filing[249](index=249&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=56&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company conducted unregistered sales of securities, including **$7.7 million** in convertible debentures and a **$290,000** promissory note, triggering down-round provisions - On January 16, 2025, the company sold **$7.7 million** in convertible debentures to investors[250](index=250&type=chunk) - On April 22, 2025, the company sold a promissory note for gross proceeds of **$250,000** (**$290,000** principal)[251](index=251&type=chunk) - Subsequent to the quarter, on July 21, 2025, the company sold an additional **$833,333** in convertible debentures[252](index=252&type=chunk) [Defaults Upon Senior Securities](index=56&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported - The company reported no defaults upon senior securities[255](index=255&type=chunk) [Mine Safety Disclosures](index=56&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable to the company[256](index=256&type=chunk) [Other Information](index=56&type=section&id=Item%205.%20Other%20Information) No other information was reported for this item - The company reported no other information for this item[257](index=257&type=chunk) [Exhibits](index=57&type=section&id=Item%206.%20Exhibits) The report includes required certifications (302 and 906), an amendment to the ATM Agreement, and Inline XBRL data files - Exhibits filed include CEO and CFO certifications (302 and 906), an amendment to the ATM Agreement, and XBRL data files[258](index=258&type=chunk)

Group 1 - The Company announced a reverse stock split where every nine shares will be combined into one share, effective July 28, 2025 [1] - The reverse stock split was approved by shareholders on June 6, 2025, and aims to comply with Nasdaq Listing Rule 5550(a)(2) [1] - As of July 23, 2025, the Company had 7,851,398 shares outstanding, which will reduce to 872,377 shares post-split [1] Group 2 - AgriFORCE Growing Systems Ltd. is focused on creating an integrated platform utilizing technology and intellectual property to provide sustainable solutions [2]

Core Viewpoint - AgriFORCE Growing Systems Ltd. is reaffirming its Bitcoin treasury strategy and has initiated operations at its Berwyn, Alberta site, capitalizing on the recent surge in Bitcoin prices, which surpassed $119,700 on July 14, 2025, driven by institutional inflows and positive regulatory developments [2][4]. Group 1: Bitcoin Treasury Strategy - The company plans to initiate Bitcoin purchases with its next significant capital influx, allocating up to 50% of its net investment capital for this purpose [2][8]. - AgriFORCE is strategically accumulating Bitcoin as a core treasury asset, enhancing financial resilience and shareholder value through expanded BTC accumulation [6][9]. - The company aims to retain up to 50% of self-mined Bitcoin for long-term holdings, leveraging a blended cost basis through low-cost in-house mining [8][9]. Group 2: Operational Developments - The Berwyn Power & Compute site is fully operational, with miners actively generating Bitcoin daily, showcasing the company's rapid deployment capabilities [3][5]. - The site was commissioned on June 17, 2025, and has transitioned from gas flare to Bitcoin production in a matter of days and weeks, demonstrating an efficient decentralized infrastructure model [5][10]. - AgriFORCE is advancing its 1.3 MW expansion agreement with BlueFlare Energy, with additional sites in Oyen and Hinton planned for rapid deployment [12]. Group 3: Infrastructure and Future Plans - The company's growth strategy is built around a three-pillar framework focusing on harnessing stranded energy, deploying sovereign infrastructure, and capitalizing on next-generation compute economies [5][10]. - AgriFORCE is laying the groundwork for future modular infrastructure that supports a wider range of decentralized workloads beyond Bitcoin [10][11]. - The company is exploring stablecoin on/off ramps for improved payment efficiency and liquidity management [14].