UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACMT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission File Number: 001-40578 AGRIFORCE GROWING SYSTEMS LTD. (Exact name of registrant as specified in its charter) British Columbia N ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACMT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission File Number: 001-40578 AGRIFORCE GROWING SYSTEMS LTD. (Exact name of registrant as specified in its charter) British Columbia Not Ap ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACMT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission File Number: 001-40578 AGRIFORCE GROWING SYSTEMS LTD. (Exact name of registrant as specified in its charter) (State or other jurisd ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [—Date—] to [—Date—] Commission File Number: 001-40578 AGRIFORCE GROWING SYSTEMS LTD. (Exact name of registrant as specified in its charter) British Columbia Not ...

FORM 10-Q [Filing Information](index=1&type=section&id=Filing%20Information) This quarterly report for AgriFORCE Growing Systems Ltd. covers the period ended March 31, 2022, with the company classified as a smaller reporting entity - The registrant is a **non-accelerated filer**, a **smaller reporting company**, and an **emerging growth company**[3](index=3&type=chunk)[119](index=119&type=chunk) - As of May 16, 2022, the registrant had **15,349,184 shares** of common stock outstanding[3](index=3&type=chunk)[119](index=119&type=chunk) Cautionary Note Regarding Forward-Looking Information [Forward-Looking Statements Disclaimer](index=4&type=section&id=Forward-Looking%20Statements%20Disclaimer) This section cautions that forward-looking statements involve risks and uncertainties, and the company undertakes no obligation to update them - The report contains forward-looking statements concerning future events, including financial performance, liquidity, capital needs, and industry outlook[5](index=5&type=chunk)[121](index=121&type=chunk) - These statements are subject to various risks and uncertainties, and **actual results may differ materially**[6](index=6&type=chunk)[122](index=122&type=chunk) - The company does not assume an obligation to update any forward-looking statement and advises readers to evaluate them in light of identified risk factors[7](index=7&type=chunk)[123](index=123&type=chunk) PART I — FINANCIAL INFORMATION [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated interim financial statements for AgriFORCE Growing Systems Ltd [Condensed Balance Sheets](index=5&type=section&id=Condensed%20Balance%20Sheets) The balance sheet shows a decrease in total assets and shareholders' equity alongside an increase in total liabilities as of March 31, 2022 Condensed Balance Sheet Highlights (USD) | Metric | March 31, 2022 (Unaudited) | December 31, 2021 | |:---|:---|:---| | Cash and cash equivalents | $4,378,121 | $7,775,290 | | Total current assets | $4,884,338 | $8,116,656 | | Total assets | $10,365,239 | $11,765,386 | | Total current liabilities | $1,760,648 | $2,286,039 | | Warrants liability | $1,902,598 | $1,418,964 | | Total liabilities | $5,315,149 | $3,765,283 | | Total shareholders' equity | $5,050,090 | $8,000,103 | - Total assets **decreased by $1,400,147 (11.9%)** from $11,765,386 at December 31, 2021, to $10,365,239 at March 31, 2022[9](index=9&type=chunk)[125](index=125&type=chunk) - Total liabilities **increased by $1,549,866 (41.1%)** from $3,765,283 at December 31, 2021, to $5,315,149 at March 31, 2022[9](index=9&type=chunk)[125](index=125&type=chunk) [Unaudited Condensed Statements of Comprehensive Loss](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Comprehensive%20Loss) The company reported a significantly increased net loss for Q1 2022 compared to Q1 2021, driven by higher operating expenses and warrant value changes Condensed Statements of Comprehensive Loss Highlights (USD) | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | |:---|:---|:---| | Operating loss | $(2,759,736) | $(890,739) | | Change in fair value of warrants | $457,042 | $- | | Net loss | $(3,281,286) | $(884,606) | | Comprehensive loss attributable to shareholders | $(3,293,187) | $(871,572) | | Basic and diluted net loss per common share | $(0.22) | $(0.10) | - **Net loss increased by $2,396,680 (271%)** from $(884,606) in Q1 2021 to $(3,281,286) in Q1 2022[12](index=12&type=chunk)[128](index=128&type=chunk) - Operating expenses saw significant increases across categories, including wages and salaries (**up $618,976**), research and development (**up $366,544**), and investor relations (**up $268,652**)[12](index=12&type=chunk)[128](index=128&type=chunk)[206](index=206&type=chunk) [Unaudited Condensed Statements of Changes in Shareholders' Equity](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Equity) Shareholders' equity decreased significantly in Q1 2022, primarily due to the net loss incurred during the period Shareholders' Equity Changes (USD) | Metric | March 31, 2022 | January 1, 2022 | |:---|:---|:---| | Total Shareholders' Equity (End of Period) | $5,050,090 | $8,000,103 | | Net loss | $(3,281,286) | - | | Shares issued for consulting services | $88,071 | - | | Shares issued for compensation | $97,121 | - | | Share based compensation | $157,982 | - | - Total shareholders' equity **decreased by $2,949,013** from $8,000,103 at January 1, 2022, to $5,050,090 at March 31, 2022[14](index=14&type=chunk)[130](index=130&type=chunk) [Unaudited Condensed Statements of Cash Flows](index=8&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) The company experienced a substantial increase in cash used in operating and investing activities, leading to a notable decrease in cash reserves Condensed Statements of Cash Flows Highlights (USD) | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | |:---|:---|:---| | Net cash used in operating activities | $(2,870,654) | $(371,978) | | Net cash used in investing activities | $(500,000) | $(2,157) | | Net cash provided by financing activities | $- | $469,064 | | Change in cash | $(3,397,169) | $82,382 | | Cash, end of period | $4,378,121 | $735,792 | - Net cash used in operating activities **increased by $2,498,676 (671.6%)** from $(371,978) in Q1 2021 to $(2,870,654) in Q1 2022[17](index=17&type=chunk)[133](index=133&type=chunk) - Net cash used in investing activities increased significantly due to a **$500,000 payment** against the acquisition of an intangible asset in Q1 2022[17](index=17&type=chunk)[133](index=133&type=chunk)[214](index=214&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) These notes provide detailed disclosures for the financial statements, covering accounting policies, asset breakdowns, and subsequent events [1. NATURE OF OPERATIONS AND BASIS OF PREPARATION](index=9&type=section&id=1.%20NATURE%20OF%20OPERATIONS%20AND%20BASIS%20OF%20PREPARATION) This section outlines the company's business, its proprietary growing system, and highlights a going concern doubt due to operating losses - AgriFORCE Growing Systems Ltd is an agriculture-focused technology company providing solutions for high-value crops via its proprietary 'AgriFORCE grow house'[20](index=20&type=chunk)[136](index=136&type=chunk) - The company has incurred **substantial operating losses** since inception, leading to doubt about its ability to continue as a going concern[23](index=23&type=chunk)[24](index=24&type=chunk)[139](index=139&type=chunk) - **Additional financing** through debt or equity sales will be needed to fund operations and commercialize technology[24](index=24&type=chunk)[140](index=140&type=chunk) [2. SIGNIFICANT ACCOUNTING POLICIES](index=10&type=section&id=2.%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note details significant accounting policies, including the adoption of new standards for leases and the fair value measurement of warrant liabilities - The company adopted ASU 2016-02 (Topic 842, Leases) effective January 1, 2022, recognizing **$1.8 million in operating lease liabilities** and ROU assets[28](index=28&type=chunk)[29](index=29&type=chunk)[144](index=144&type=chunk) - Warrants are classified as derivative liabilities and measured at fair value due to strike prices denominated in USD, which is not the company's functional currency[35](index=35&type=chunk)[151](index=151&type=chunk) - As of March 31, 2022, the warrant liability of **$1,902,598** is categorized as Level 1 inputs in the fair value hierarchy[38](index=38&type=chunk)[154](index=154&type=chunk) [3. PREPAID EXPENSES AND OTHER CURRENT ASSETS](index=12&type=section&id=3.%20PREPAID%20EXPENSES%20AND%20OTHER%20CURRENT%20ASSETS) This note provides a breakdown of prepaid expenses and other current assets, showing an increase driven by higher prepaid expenses Prepaid Expenses and Other Current Assets (USD) | Category | 2022 | 2021 | |:---|:---|:---| | Deposits | $32,000 | $32,000 | | Legal retainer | $87,199 | $33,692 | | Prepaid expenses | $335,086 | $214,445 | | Others | $29,324 | $28,903 | | **Total** | **$483,609**| **$309,040**| - Prepaid expenses and other current assets **increased by $174,569** from $309,040 at December 31, 2021, to $483,609 at March 31, 2022[39](index=39&type=chunk)[155](index=155&type=chunk) - The company wrote off a **$150,000 non-refundable deposit** for a land purchase agreement in Coachella, CA, but is currently renegotiating the terms[39](index=39&type=chunk)[155](index=155&type=chunk) [4. INTANGIBLE ASSET](index=12&type=section&id=4.%20INTANGIBLE%20ASSET) This note details the acquisition of Intellectual Property from Manna Nutritional Group for up to $14.475 million - The company acquired **$1,498,752 of Intellectual Property (IP)** from Manna Nutritional Group, LLC on September 10, 2021[40](index=40&type=chunk)[156](index=156&type=chunk) - The IP includes patent-pending technologies for naturally processing grains, pulses, and root vegetables into low-starch, high-protein flour products[40](index=40&type=chunk)[156](index=156&type=chunk) - The aggregate purchase price for the IP is up to **$14,475,000**, involving cash payments and prefunded warrants[40](index=40&type=chunk)[156](index=156&type=chunk)[158](index=158&type=chunk) [5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES](index=13&type=section&id=5.%20ACCOUNTS%20PAYABLE%20AND%20ACCRUED%20LIABILITIES) Accounts payable and accrued liabilities decreased significantly due to a reduction in accrued expenses and accounts payable Accounts Payable and Accrued Liabilities (USD) | Category | 2022 | 2021 | |:---|:---|:---| | Accounts payable | $275,439 | $414,117 | | Accrued expenses | $396,944 | $981,027 | | Others | $175,963 | $137,168 | | **Total** | **$848,346**| **$1,532,312**| - Accounts payable and accrued liabilities **decreased by $683,966 (44.6%)** from $1,532,312 at December 31, 2021, to $848,346 at March 31, 2022[46](index=46&type=chunk)[162](index=162&type=chunk) [6. SENIOR SECURED DEBENTURES](index=13&type=section&id=6.%20SENIOR%20SECURED%20DEBENTURES) This note describes senior secured debentures issued in March 2021, which were repaid in full by July 2021 - On March 24, 2021, the Company issued **$750,000 in principal amount** ($600,000 subscription) of senior secured debentures (Bridge Loan)[47](index=47&type=chunk)[163](index=163&type=chunk) - The Bridge Loan was **repaid in full** on July 13, 2021, after an extension of the due date[47](index=47&type=chunk)[163](index=163&type=chunk) - Warrants to purchase 93,938 common shares were issued as part of the loan and were **exercised on October 27, 2021**, extinguishing the warrant liability[48](index=48&type=chunk)[49](index=49&type=chunk)[164](index=164&type=chunk) [7. LONG TERM LOAN](index=15&type=section&id=7.%20LONG%20TERM%20LOAN) The company has an interest-free long-term loan under the Canada Emergency Business Account Program with a forgiveness incentive - The company has a loan of **$31,417 (CAD$40,000)** from Alterna Bank under the Canada Emergency Business Account Program, which is interest-free until December 31, 2022[51](index=51&type=chunk)[167](index=167&type=chunk) - Repayment by December 31, 2022, qualifies for **25% loan forgiveness** (up to CAD$10,000)[52](index=52&type=chunk)[168](index=168&type=chunk) - An additional **$16,598 (CAD$20,000)** expansion loan was received in April 2021 under the same program[52](index=52&type=chunk)[168](index=168&type=chunk) [8. WARRANT LIABILITY](index=15&type=section&id=8.%20WARRANT%20LIABILITY) The company's warrant liability represents the fair value of publicly traded warrants, with a significant fair value change recorded as an expense in Q1 2022 - As of March 31, 2022, the warrant liability totals **$1,902,598**, representing the fair value of 3,088,198 Series A Warrants and 135,999 representative's warrants[53](index=53&type=chunk)[169](index=169&type=chunk) - A fair value change of **$457,042** on the warrant liability was recorded as an expense in the statement of comprehensive loss for Q1 2022[55](index=55&type=chunk)[171](index=171&type=chunk) - Representative's warrants are exercisable one year from the IPO effective date, expire three years after, and have an exercise price of **$6 per share**[54](index=54&type=chunk)[170](index=170&type=chunk) [9. SHARE CAPITAL](index=15&type=section&id=9.%20SHARE%20CAPITAL) This note details the issuance of common shares during Q1 2022 for compensation and consulting services - In Q1 2022, the company issued common shares for compensation to officers (3,217 shares on Jan 1; 5,160 shares on Jan 31; 20,940 shares on Mar 31) and to consultants (38,380 shares total)[56](index=56&type=chunk)[172](index=172&type=chunk) [10. LEASES](index=16&type=section&id=10.%20LEASES) The company adopted Topic 842 for lease accounting, recognizing right-of-use assets and lease liabilities for operating leases - The company adopted Topic 842 effective January 1, 2022, recognizing operating lease liabilities and corresponding ROU assets[29](index=29&type=chunk)[145](index=145&type=chunk)[173](index=173&type=chunk) Lease Expenses (USD) - Three Months Ended March 31, 2022 | Category | Amount | |:---|:---| | Operating lease cost| $76,354 | | Short-term lease cost| $4,583 | | **Total lease expenses**| **$80,937**| - The company has one operating lease for an office in Canada with an **8-year remaining term** and a **7.0% discount rate**[174](index=174&type=chunk)[176](index=176&type=chunk) [11. COMMITMENTS AND CONTINGENCIES](index=16&type=section&id=11.%20COMMITMENTS%20AND%20CONTINGENCIES) This note details the company's lease commitments and ongoing litigation, with management believing potential damages are not material Minimum Future Lease Payments (USD) | Year | Amount | |:---|:---| | Remaining 2022 | $232,105 | | 2023 | $293,847 | | 2024 | $303,926 | | 2025 | $321,204 | | 2026 | $321,204 | | Subsequent years | $883,311 | | **Total** | **$2,355,597**| - The company is involved in a lawsuit filed in May 2019 by HydroHaus Horticulture, Inc alleging breach of manufacturing and licensing agreements[181](index=181&type=chunk) - The company has filed a counterclaim alleging fraudulent misrepresentations, and management believes potential monetary damages from the lawsuit are **not material**[183](index=183&type=chunk)[184](index=184&type=chunk) [12. SUBSEQUENT EVENTS](index=17&type=section&id=12.%20SUBSEQUENT%20EVENTS) Subsequent events include the issuance of common shares to consultants and officers in April 2022 - On April 1, 2022, the company issued **25,000 common shares** to a consultant[186](index=186&type=chunk)[229](index=229&type=chunk) - On April 4, 2022, the company issued **77,172 common shares** to consultants[186](index=186&type=chunk)[229](index=229&type=chunk) - On April 11, 2022, the company's officers received **35,952 common shares** as bonus compensation[186](index=186&type=chunk)[229](index=229&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on financial condition and results for Q1 2022, highlighting significant losses and the need for future capital [Company History and Our Business](index=19&type=section&id=Company%20History%20and%20Our%20Business) AgriFORCE is an agriculture-focused technology company providing proprietary facility design and automated growing systems for high-value crops - AgriFORCE Growing Systems Ltd was incorporated on December 22, 2017, and changed its name to the current one on November 22, 2019[73](index=73&type=chunk)[189](index=189&type=chunk) - The company focuses on plant-based pharmaceutical, nutraceutical, and other high-value crop markets using its 'AgriFORCE grow house' system[74](index=74&type=chunk)[190](index=190&type=chunk) - The AgriFORCE grow house is designed to produce crops in any environmental condition, optimize yields, and substantially eliminate the need for pesticides[74](index=74&type=chunk)[190](index=190&type=chunk) [Status as an Emerging Growth Company](index=19&type=section&id=Status%20as%20an%20Emerging%20Growth%20Company) The company has elected to use the extended transition period for new accounting standards as an 'emerging growth company' under the JOBS Act - The company has irrevocably elected to use the **extended transition period** for complying with new or revised accounting standards under the JOBS Act[75](index=75&type=chunk)[191](index=191&type=chunk) - The company intends to rely on exemptions from auditor's attestation report on internal controls and PCAOB requirements for mandatory audit firm rotation[77](index=77&type=chunk)[193](index=193&type=chunk) [Our Business Plan](index=20&type=section&id=Our%20Business%20Plan) The company's business plan involves organic growth through its Solutions and Brands divisions, alongside an aggressive M&A strategy - The business plan includes organic growth in 'AgriFORCE Solutions' and 'AgriFORCE Brands', alongside a **Merger and Acquisition (M&A) strategy**[78](index=78&type=chunk)[194](index=194&type=chunk)[201](index=201&type=chunk) - AgriFORCE Solutions' Phase 2 (2022-2023) focuses on financing a land purchase in Coachella, CA, and building site infrastructure and R&D labs[80](index=80&type=chunk)[196](index=196&type=chunk) - AgriFORCE Brands' Phase 2 (2021-2022) involves designing and operating a pilot plant to develop finished products like flours and cereals[84](index=84&type=chunk)[200](index=200&type=chunk) - The M&A strategy involves pursuing acquisitions in key pillars of its platform to innovate across the Ag-Tech market[85](index=85&type=chunk)[201](index=201&type=chunk) [COVID-19 Impact](index=21&type=section&id=COVID-19%20Impact) The company acknowledges the unpredictable impacts of COVID-19, including potential operational reductions due to governmental restrictions - The COVID-19 pandemic has had unpredictable impacts, leading to quarantines and restrictions globally[86](index=86&type=chunk)[202](index=202&type=chunk) - The company has not been declared an essential business and may be required to **reduce or cease operations** due to governmental actions[87](index=87&type=chunk)[203](index=203&type=chunk) - The company is still assessing the effect of COVID-19 on its business and cannot assure that it will not materially and adversely affect operations[87](index=87&type=chunk)[203](index=203&type=chunk) [Results of Operations](index=23&type=section&id=Results%20of%20Operations) For Q1 2022, the company reported no revenue and a significantly increased net loss, driven by a substantial rise in operating and other expenses - The company generated **no revenue** for the three months ended March 31, 2022, or since inception[89](index=89&type=chunk)[205](index=205&type=chunk) - Operating expenses **increased by $1,868,997 (210%)** in Q1 2022 compared to Q1 2021, due to higher wages, R&D, and investor relations costs[90](index=90&type=chunk)[206](index=206&type=chunk) - **Net loss for Q1 2022 was $3,281,286**, a significant increase from $884,606 in Q1 2021, largely due to the change in fair value of warrant liability[91](index=91&type=chunk)[207](index=207&type=chunk)[208](index=208&type=chunk) [Liquidity and Capital Resources](index=23&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is constrained by substantial operating losses and a decrease in cash, leading to a going concern doubt - The company's cash balance **decreased from $7,775,290** at December 31, 2021, **to $4,378,121** at March 31, 2022[94](index=94&type=chunk)[210](index=210&type=chunk) - An **accumulated deficit of $23,182,278** as of March 31, 2022, raises substantial doubt about the company's ability to continue as a going concern[93](index=93&type=chunk)[209](index=209&type=chunk)[210](index=210&type=chunk) - Future capital requirements for R&D, construction, and operations will require **additional financing**[94](index=94&type=chunk)[210](index=210&type=chunk) [Cash Flows](index=25&type=section&id=Cash%20Flows) Cash flows for Q1 2022 show a significant increase in cash used in operating and investing activities, with no financing activities - Net cash used in operating activities for Q1 2022 was **$2,870,654**, primarily due to a net loss of $3,281,286 adjusted for non-cash expenses[97](index=97&type=chunk)[213](index=213&type=chunk) - Net cash used in investing activities for Q1 2022 was **$500,000**, related to the payment for an intangible asset acquisition[98](index=98&type=chunk)[214](index=214&type=chunk) - There were **no cash flows provided by financing activities** in Q1 2022, contrasting with $469,064 provided in Q1 2021[98](index=98&type=chunk)[214](index=214&type=chunk) [Recent Financings](index=25&type=section&id=Recent%20Financings) The company completed an IPO in July 2021, raising $15.6 million in gross proceeds - On July 12, 2021, the company completed its IPO, generating **gross proceeds of $15,639,990** and net proceeds of $14,388,791[99](index=99&type=chunk)[215](index=215&type=chunk) - Senior secured debentures, issued on March 24, 2021, for $600,000, were **repaid in full** on July 13, 2021[99](index=99&type=chunk)[215](index=215&type=chunk) [Off Balance Sheet Arrangements](index=25&type=section&id=Off%20Balance%20Sheet%20Arrangements) The company reported no off-balance sheet arrangements - The company has **no off-balance sheet arrangements**[100](index=100&type=chunk)[216](index=216&type=chunk) [Significant Accounting Policies](index=25&type=section&id=Significant%20Accounting%20Policies) This section refers to the detailed footnotes for significant accounting policies - Significant accounting policies are detailed in the footnotes to the unaudited financial statements[100](index=100&type=chunk)[216](index=216&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=25&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, AgriFORCE is not required to provide disclosures about market risk - As a smaller reporting company, AgriFORCE Growing Systems Ltd is **exempt from providing** quantitative and qualitative disclosures about market risk[100](index=100&type=chunk)[216](index=216&type=chunk) [Item 4. Controls and Procedures](index=26&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of March 31, 2022 [Disclosure Controls and Procedures](index=26&type=section&id=Disclosure%20Controls%20and%20Procedures) Management assessed the effectiveness of disclosure controls and procedures as of March 31, 2022, concluding they were effective - Management concluded that the company's disclosure controls and procedures were **effective** as of March 31, 2022[101](index=101&type=chunk)[217](index=217&type=chunk) - The assessment was based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in its 2013 framework[101](index=101&type=chunk)[217](index=217&type=chunk) [Changes in Internal Controls](index=26&type=section&id=Changes%20in%20Internal%20Controls) There were no material changes in the company's internal control over financial reporting during the quarter ended March 31, 2022 - **No material changes** in internal control over financial reporting occurred during the quarter ended March 31, 2022[102](index=102&type=chunk)[218](index=218&type=chunk) [Limitations on Effectiveness of Controls and Procedures](index=26&type=section&id=Limitations%20on%20Effectiveness%20of%20Controls%20and%20Procedures) Management acknowledges that all control systems have inherent limitations and cannot provide absolute assurance of achieving objectives - Control systems, by nature, are based on judgments and assumptions and **cannot provide absolute assurance** that objectives will be met[103](index=103&type=chunk)[219](index=219&type=chunk) - The design of controls must consider resource constraints and the need for management judgment in evaluating benefits versus costs[103](index=103&type=chunk)[219](index=219&type=chunk) PART II — OTHER INFORMATION [Item 1. Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 11 of the financial statements for a discussion of an ongoing lawsuit - Information on legal proceedings is provided in **Note 11** to the unaudited condensed consolidated financial statements[105](index=105&type=chunk)[221](index=221&type=chunk) [Item 1A. Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, AgriFORCE is not required to provide risk factor disclosures in this quarterly report - As a smaller reporting company, AgriFORCE Growing Systems Ltd is **exempt from providing risk factor disclosures** in this item[106](index=106&type=chunk)[222](index=222&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=27&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details various unregistered sales and issuances of equity securities for services, dividends, and compensation - The company issued senior secured debentures on March 24, 2021, to accredited investors under **Section 4(a)(2)** of the Securities Act[107](index=107&type=chunk)[223](index=223&type=chunk) - Various issuances of restricted common shares occurred in 2021 and Q1 2022 for consulting services, stock dividends, stock option exercises, and bonus compensation[107](index=107&type=chunk)[223](index=223&type=chunk)[224](index=224&type=chunk)[225](index=225&type=chunk)[226](index=226&type=chunk)[228](index=228&type=chunk)[229](index=229&type=chunk) - Common stock purchase warrants were issued in July 2021 and subsequently exercised in October 2021[110](index=110&type=chunk)[226](index=226&type=chunk)[228](index=228&type=chunk) [Item 3. Defaults Upon Senior Securities](index=28&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - There were **no defaults** upon senior securities[114](index=114&type=chunk)[230](index=230&type=chunk) [Item 4. Mine Safety Disclosures](index=28&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine Safety Disclosures are **not applicable** to the company[114](index=114&type=chunk)[230](index=230&type=chunk) [Item 5. Other Information](index=28&type=section&id=Item%205.%20Other%20Information) The company reported no other information for this item - There is **no other information** to report for this item[114](index=114&type=chunk)[230](index=230&type=chunk) [Item 6. Exhibits](index=28&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the quarterly report, including certifications and Inline XBRL documents - Exhibits include certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, and Inline XBRL documents[114](index=114&type=chunk)[230](index=230&type=chunk) SIGNATURES [Report Signatures](index=29&type=section&id=Report%20Signatures) The quarterly report was duly signed by the CEO and CFO on May 16, 2022 - The report was signed by Ingo Mueller, Chief Executive Officer, and Richard Wong, Chief Financial Officer, on **May 16, 2022**[116](index=116&type=chunk)[232](index=232&type=chunk)

[Cover Page](index=1&type=section&id=Cover%20Page) [Filing Information](index=1&type=section&id=Filing%20Information) This is a Quarterly Report on Form 10-Q for **AgriFORCE Growing Systems Ltd.** for the period ended September 30, 2021, with the company classified as a **non-accelerated filer** and **not a shell company** - The registrant is **AgriFORCE Growing Systems Ltd.**, filing a **Quarterly Report on Form 10-Q** for the period ended September 30, 2021[2](index=2&type=chunk)[113](index=113&type=chunk) - The company is classified as a **non-accelerated filer** and is **not a shell company**[3](index=3&type=chunk)[4](index=4&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk) Common Stock Outstanding | Date | Shares Outstanding | | :--------------- | :----------------- | | November 15, 2021 | 15,057,859 | [Table of Contents](index=3&type=section&id=TABLE%20OF%20CONTENTS) [Cautionary Note Regarding Forward-Looking Information](index=4&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Information) [Forward-Looking Statements Disclosure](index=4&type=section&id=Forward-Looking%20Statements%20Disclosure) This section outlines the company's disclosure regarding forward-looking statements, emphasizing that such statements involve risks and uncertainties that could cause actual results to differ materially from expectations - The report contains forward-looking statements concerning future events, including financial performance assumptions, liquidity, capital needs, accounting policy impacts, future operations, and industry outlook[6](index=6&type=chunk)[117](index=117&type=chunk) - These statements inherently involve risks and uncertainties, some beyond the company's control, and actual results may differ materially[7](index=7&type=chunk)[118](index=118&type=chunk) - The company does not assume an obligation to update any forward-looking statement and advises readers to evaluate them carefully in light of identified risk factors[8](index=8&type=chunk)[119](index=119&type=chunk) [PART I — FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated interim financial statements for **AgriFORCE Growing Systems Ltd.**, including the balance sheets, statements of comprehensive loss, statements of changes in shareholders' equity, and statements of cash flows, along with their accompanying notes [Condensed Consolidated Interim Balance Sheets](index=5&type=section&id=Condensed%20Balance%20Sheets) The balance sheet shows a significant increase in total assets and shareholders' equity from December 31, 2020, to September 30, 2021, primarily driven by a substantial increase in cash and cash equivalents and common shares issued Condensed Consolidated Interim Balance Sheets (Unaudited) | Metric | September 30, 2021 ($) | December 31, 2020 ($) | | :--------------------------- | :----------------- | :---------------- | | Cash and cash equivalents | $9,834,516 | $653,410 | | Total current assets | $10,345,933 | $875,421 | | Intangible asset | $1,469,933 | $- | | Construction in progress | $2,069,630 | $2,071,093 | | Total assets | $13,923,995 | $3,365,889 | | Total current liabilities | $1,830,469 | $1,930,988 | | Warrants liability | $1,842,895 | $- | | Total liabilities | $3,720,456 | $1,962,405 | | Total shareholders' equity | $10,203,539 | $1,403,484 | - Cash and cash equivalents increased significantly from **$653,410** at December 31, 2020, to **$9,834,516** at September 30, 2021[11](index=11&type=chunk)[122](index=122&type=chunk) - Total assets increased by over **300%** from **$3,365,889** to **$13,923,995**, primarily due to the increase in cash and the recognition of an intangible asset[11](index=11&type=chunk)[122](index=122&type=chunk) [Condensed Consolidated Interim Statements of Comprehensive Loss](index=6&type=section&id=Condensed%20Statements%20of%20Comprehensive%20Loss) The company reported increased net losses for both the three and nine months ended September 30, 2021, compared to the same periods in 2020, driven by higher operating expenses and other expenses, including accretion of interest and warrant-related costs Condensed Consolidated Interim Statements of Comprehensive Loss (Unaudited) | Metric | Three Months Ended Sep 30, 2021 ($) | Three Months Ended Sep 30, 2020 ($) | Nine Months Ended Sep 30, 2021 ($) | Nine Months Ended Sep 30, 2020 ($) | | :------------------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Operating loss | $(2,380,780) | $(980,956) | $(3,986,274) | $(2,585,051) | | Foreign exchange (gain) loss | $(170,140) | $(7,629) | $(170,664) | $2,011 | | Accretion of interest on senior secured debentures | $57,019 | $- | $484,379 | $- | | Change in fair value of warrants | $(818,960) | $- | $(818,960) | $- | | Issuance cost related to warrants | $375,123 | $- | $375,123 | $- | | Loss on extension of debt term | $(204) | $- | $59,055 | $- | | Net loss | $(1,823,618) | $(973,327) | $(3,915,207) | $(2,587,062) | | Net loss attributable to common shareholders | $(2,027,292) | $(973,327) | $(4,651,139) | $(3,046,298) | | Basic and diluted net loss attributed to common share | $(0.14) | $(0.12) | $(0.46) | $(0.39) | | Weighted average number of common shares outstanding | 14,378,354 | 7,936,767 | 10,144,800 | 7,821,064 | - Net loss for the three months ended September 30, 2021, increased by **87.3%** to **$1,823,618** from **$973,327** in the prior year period[15](index=15&type=chunk)[126](index=126&type=chunk) - Net loss for the nine months ended September 30, 2021, increased by **51.3%** to **$3,915,207** from **$2,587,062** in the prior year period[15](index=15&type=chunk)[126](index=126&type=chunk) [Condensed Consolidated Interim Statements of Changes in Shareholders' Equity](index=7&type=section&id=Condensed%20Statements%20of%20Shareholders'%20Equity) Shareholders' equity significantly increased from **$1,403,484** at January 1, 2021, to **$10,203,539** at September 30, 2021, primarily due to shares issued for cash from the **IPO** and conversion of preferred stock, despite the net loss Key Changes in Shareholders' Equity (Nine Months Ended September 30, 2021) | Item | Common Shares Amount ($) | Additional Paid-in Capital ($) | Accumulated Deficit ($) | Total Shareholders' Equity ($) | | :---------------------------------------- | :------------------- | :------------------------- | :------------------ | :------------------------- | | Balance, January 1, 2021 | $5,696,050 | $1,297,566 | $(12,521,944) | $1,403,484 | | Shares issued for cash | $13,262,712 | $- | $- | $13,262,712 | | Conversion of Series A preferred stock | $6,717,873 | $- | $- | $- | | Share issue costs | $(2,099,842) | $- | $- | $(2,099,842) | | Share based compensation | $- | $571,398 | $- | $571,398 | | Net loss | $- | $- | $(3,915,207) | $(3,915,207) | | Balance, September 30, 2021 | $25,462,183 | $1,913,608 | $(17,173,083) | $10,203,539 | - Total shareholders' equity increased significantly from **$1,403,484** at January 1, 2021, to **$10,203,539** at September 30, 2021[19](index=19&type=chunk)[130](index=130&type=chunk) - The increase was primarily driven by **$13,262,712** from shares issued for cash and the conversion of Series A preferred stock, partially offset by a net loss of **$3,915,207** and share issue costs[19](index=19&type=chunk)[130](index=130&type=chunk) [Condensed Consolidated Interim Statements of Cash Flows](index=9&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) The company experienced a significant increase in cash from financing activities in the nine months ended September 30, 2021, primarily due to proceeds from its **Initial Public Offering (IPO)**, which offset substantial cash used in operating and investing activities Condensed Consolidated Interim Statements of Cash Flows (Unaudited) | Cash Flow Activity | Nine Months Ended Sep 30, 2021 ($) | Nine Months Ended Sep 30, 2020 ($) | | :---------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(3,017,468) | $(1,633,774) | | Net cash used in investing activities | $(987,057) | $(851) | | Net cash provided by financing activities | $13,396,348 | $(11,213) | | Change in cash | $9,181,106 | $(1,705,371) | | Cash, beginning of period | $653,410 | $2,158,891 | | Cash, end of period | $9,834,516 | $453,520 | - **Net cash used in operating activities** increased by **84.7%** to **$3,017,468** for the nine months ended September 30, 2021, compared to **$1,633,774** in the prior year[22](index=22&type=chunk)[133](index=133&type=chunk) - **Net cash provided by financing activities** was **$13,396,348** for the nine months ended September 30, 2021, primarily from **IPO** proceeds, a significant increase from net cash used of **$11,213** in the prior year[22](index=22&type=chunk)[133](index=133&type=chunk) [Notes to Condensed Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) The notes provide detailed explanations of the company's operations, accounting policies, financial instrument valuations, and specific balance sheet and income statement items, including significant changes in assets, liabilities, and equity, as well as commitments and contingencies [Note 1. Nature of Operations and Basis of Preparation](index=10&type=section&id=1.%20NATURE%20OF%20OPERATIONS%20AND%20BASIS%20OF%20PREPARATION) **AgriFORCE Growing Systems Ltd.** is an agriculture-focused technology company specializing in proprietary facility design and automated hydroponics for high-value crops, with management believing it has sufficient liquidity for the next 12 months following its July 2021 **IPO** - **AgriFORCE Growing Systems Ltd.** is an innovative agriculture-focused technology company providing solutions for high-value crops through proprietary facility design and automation IP, targeting plant-based pharmaceutical, nutraceutical, and other high-value crop markets[24](index=24&type=chunk)[135](index=135&type=chunk) - The company's 'AgriFORCE grow house' system is designed for controlled environment cultivation, optimizing yields and minimizing pesticide/irradiation use[24](index=24&type=chunk)[135](index=135&type=chunk) - As of September 30, 2021, the company had **$9,834,516** in cash and cash equivalents and an **accumulated deficit** of **$17,173,083** Management believes the net proceeds from the July 2021 **IPO** will provide sufficient cash for at least the next 12 months[28](index=28&type=chunk)[29](index=29&type=chunk)[139](index=139&type=chunk)[140](index=140&type=chunk) [Note 2. Significant Accounting Policies](index=11&type=section&id=2.%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note details the company's significant accounting policies, including the adoption of **ASU 2019-12** for income taxes, and the ongoing assessment of **ASU 2020-06** and **ASU 2021-04** related to debt with conversion options and equity-classified written call options - The company adopted **ASU 2019-12**, 'Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,' **effective** January 1, 2021, with **no material impact** on interim financial statements[30](index=30&type=chunk)[141](index=141&type=chunk) - The company is assessing the impact of **ASU 2020-06** on debt with conversion options and **ASU 2021-04** on issuer's accounting for certain modifications or exchanges of freestanding equity-classified written call options, both effective for fiscal years beginning after December 15, 2021[31](index=31&type=chunk)[33](index=33&type=chunk)[142](index=142&type=chunk)[144](index=144&type=chunk) - Warrants are classified as derivative liabilities and measured at fair value, with changes reported in comprehensive income/loss As of September 30, 2021, **IPO** and representative's warrants (**$1,771,481**) are **Level 1**, while Bridge warrants (**$71,414**) are **Level 3**[36](index=36&type=chunk)[39](index=39&type=chunk)[147](index=147&type=chunk)[150](index=150&type=chunk) [Note 3. Prepaid Expenses and Other Current Assets](index=13&type=section&id=3.%20PREPAID%20EXPENSES%20AND%20OTHER%20CURRENT%20ASSETS) Prepaid expenses and other current assets increased significantly from December 31, 2020, to September 30, 2021, primarily due to new prepaid insurance and office lease deposits, with the company also renegotiating debt financing for a land purchase in Coachella, California Prepaid Expenses and Other Current Assets | Item | September 30, 2021 ($) | December 31, 2020 ($) | | :---------------------------- | :----------------- | :---------------- | | Deposits | $170,000 | $170,000 | | Legal retainer | $70,295 | $43,038 | | Prepaid insurance | $139,473 | $- | | Others – office lease deposit | $100,102 | $- | | Total | $479,870 | $213,038 | - Prepaid expenses and other current assets increased by **125%** from **$213,038** at December 31, 2020, to **$479,870** at September 30, 2021[41](index=41&type=chunk)[152](index=152&type=chunk) - The company is renegotiating debt financing for a **$4.4 million** land purchase in Coachella, California, for which a **$170,000** deposit has been paid[41](index=41&type=chunk)[152](index=152&type=chunk) [Note 4. Intangible Asset](index=13&type=section&id=4.%20INTANGIBLE%20ASSET) The company acquired Intellectual Property (IP) from Manna Nutritional Group, LLC on September 10, 2021, for an aggregate purchase price of up to **$14,475,000**, consisting of cash and common stock, with the IP recognized as an in-process research and development asset of indefinite life - **AgriFORCE** acquired IP from Manna Nutritional Group, LLC on September 10, 2021, for up to **$14,475,000**, comprising common stock and cash payments[42](index=42&type=chunk)[153](index=153&type=chunk) - The IP includes patent-pending technologies for processing grains, pulses, and root vegetables into low-starch, low-sugar, high-protein, fiber-rich baking flour products[42](index=42&type=chunk)[153](index=153&type=chunk) - The purchase is accounted for as an asset acquisition, with the IP recognized as an in-process R&D asset of indefinite life As of September 30, 2021, **$225,000** in payments and **$750,000** in probable contingent consideration have been recorded[46](index=46&type=chunk)[157](index=157&type=chunk) [Note 5. Accounts Payable and Accrued Liabilities](index=14&type=section&id=5.%20ACCOUNTS%20PAYABLE%20AND%20ACCRUED%20LIABILITIES) Total accounts payable and accrued liabilities decreased from December 31, 2020, to September 30, 2021, primarily due to the settlement of construction payables and **IPO** costs, partially offset by new accrued expenses related to the IP asset acquisition Accounts Payable and Accrued Liabilities | Item | September 30, 2021 ($) | December 31, 2020 ($) | | :--------------------------------- | :----------------- | :---------------- | | Accounts payable | $197,187 | $991,565 | | Accrued expenses | $813,861 | $905,629 | | Others | $69,421 | $33,794 | | Total | $1,080,469 | $1,930,988 | - Total accounts payable and accrued liabilities decreased by **44%** from **$1,930,988** at December 31, 2020, to **$1,080,469** at September 30, 2021[47](index=47&type=chunk)[158](index=158&type=chunk) - Accrued expenses at September 30, 2021, include **$500,000** for the settlement of secured debt related to the IP asset, compared to **$nil** at December 31, 2020[47](index=47&type=chunk)[158](index=158&type=chunk) [Note 6. Senior Secured Debentures](index=14&type=section&id=6.%20SENIOR%20SECURED%20DEBENTURES) The company issued **$750,000** in **senior secured debentures** (Bridge Loan) in March 2021, which were repaid in July 2021, with warrants issued as part of this loan classified as derivative liabilities - On March 24, 2021, the company issued **$750,000** principal amount (**$600,000** subscription) of **senior secured debentures** (Bridge Loan), which were fully repaid on July 13, 2021[48](index=48&type=chunk)[159](index=159&type=chunk) - As part of the Bridge Loan, **93,938** warrants were issued with a strike price of **$3.99** per share and a three-year term[49](index=49&type=chunk)[160](index=160&type=chunk) - The fair value of these Bridge Warrants, estimated at **$71,414** as of September 30, 2021, is categorized as **Level 3** input and changes in fair value (**$199,255**) are recognized in comprehensive income/loss[50](index=50&type=chunk)[161](index=161&type=chunk) [Note 7. Long Term Loan](index=15&type=section&id=7.%20LONG%20TERM%20LOAN) The company has a long-term loan under the Canada Emergency Business Account Program, which is interest-free until December 31, 2022, with a **25%** forgiveness incentive for early repayment, and an additional loan received in April 2021 under the same program - The company has a long-term loan from Alterna Bank under the Canada Emergency Business Account Program, with a principal amount of **$31,417** (CAD**$40,000**) as of December 31, 2020[52](index=52&type=chunk)[163](index=163&type=chunk) - The loan is interest-free until December 31, 2022, and offers **25%** loan forgiveness (up to CAD**$10,000**) if repaid by then After this, it carries a **5%** annual interest rate[53](index=53&type=chunk)[164](index=164&type=chunk) - An additional **$15,932** (CAD**$20,000**) loan was received in April 2021 under the same program[53](index=53&type=chunk)[164](index=164&type=chunk) [Note 8. Warrant Liability](index=15&type=section&id=8.%20WARRANT%20LIABILITY) As of September 30, 2021, the company's warrant liability totals **$1,842,895**, comprising Series A Warrants, representative's warrants, and Bridge warrants, with a change in fair value of **$818,960** recorded in the statement of comprehensive loss - As of September 30, 2021, the total warrant liability is **$1,842,895**, representing the aggregate fair value of **3,088,198** Series A Warrants, **135,999** representative's warrants, and **93,938** Bridge warrants[11](index=11&type=chunk)[54](index=54&type=chunk)[122](index=122&type=chunk)[165](index=165&type=chunk) - The representative's warrant is exercisable one year from the **IPO** effective date at **$6** per share and expires three years after the effective date, subject to a 180-day lock-up[55](index=55&type=chunk)[166](index=166&type=chunk) - A change in the fair value of the warrant liability of **$818,960** was recorded in the statement of comprehensive loss for the nine months ended September 30, 2021[56](index=56&type=chunk)[167](index=167&type=chunk) [Note 9. Share Capital](index=15&type=section&id=9.%20SHARE%20CAPITAL) During the nine months ended September 30, 2021, the company issued a significant number of common shares for cash through its **IPO**, converted preferred shares, and granted stock options and shares for consulting services, bonus compensation, and director fees, with total unrecognized share-based compensation cost of **$901,575** - On July 12, 2021, the company completed its **IPO**, selling **3,127,998** units at **$5.00** per unit, generating gross proceeds of **$15,639,990** and net proceeds of **$14,388,791**[172](index=172&type=chunk) - Concurrent with the **IPO**, **2,258,826** Series A Preferred Shares were converted into common shares[172](index=172&type=chunk) - The company granted a total of **509,788** stock options to directors, officers, employees, and consultants during the period, with an estimated fair value of **$1.6 million**, and had **$901,575** of unrecognized compensation cost as of September 30, 2021[58](index=58&type=chunk)[59](index=59&type=chunk)[60](index=60&type=chunk)[169](index=169&type=chunk)[170](index=170&type=chunk)[171](index=171&type=chunk) [Note 10. Commitments and Contingencies](index=17&type=section&id=10.%20COMMITMENTS%20AND%20CONTINGENCIES) The company has future lease commitments totaling **$2,366,802** through subsequent years and is involved in a lawsuit regarding alleged misrepresentations of intellectual property, where management believes potential monetary damages are not material Minimum Future Lease Payments | Year | Amount ($) | | :------------------ | :---------- | | Remainder of 2021 | $68,137 | | 2022 | $273,962 | | 2023 | $279,610 | | 2024 | $289,495 | | 2025 | $306,442 | | 2026 | $306,442 | | Subsequent years | $842,714 | | Total | $2,366,802 | - The company is a defendant in a lawsuit filed in May 2019 by HydroHaus Horticulture, Inc. and others, alleging wrongful rescission of agreements and breach of contract related to proprietary technology[65](index=65&type=chunk)[176](index=176&type=chunk) - **AgriFORCE** has filed a counterclaim alleging fraudulent misrepresentations by the plaintiffs regarding the existence and ownership of intellectual property, which the company deemed invalid[66](index=66&type=chunk)[177](index=177&type=chunk) [Note 11. Subsequent Events](index=19&type=section&id=11.%20SUBSEQUENT%20EVENTS) Management has evaluated subsequent events up to the financial statement issuance date and found no material events requiring disclosure, other than the ongoing negotiation of debt financing for land purchase as mentioned in Note 3 - No material subsequent events were identified by management, except for the ongoing negotiation of debt financing for the land purchase mentioned in Note 3[71](index=71&type=chunk)[182](index=182&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations, detailing its business, strategic plans, financial performance for the periods ended September 30, 2021 and 2020, liquidity, and recent financing activities [Company History and Our Business](index=20&type=section&id=Company%20History%20and%20Our%20Business) **AgriFORCE Growing Systems Ltd.**, incorporated in 2017, is an agriculture technology company focused on high-value crops, utilizing proprietary facility design and hydroponics-based automated growing systems to optimize yields and eliminate pesticides in controlled environments - **AgriFORCE Growing Systems Ltd.** was incorporated on December 22, 2017, and changed its name from Canivate Growing Systems Ltd. to **AgriForce Growing Systems Ltd.** on November 22, 2019[74](index=74&type=chunk)[185](index=185&type=chunk) - The company is an agriculture-focused technology company delivering solutions for high-value crops through proprietary facility design and automation IP[75](index=75&type=chunk)[186](index=186&type=chunk) - Its 'AgriFORCE grow house' system uses hydroponics-based automated growing to optimize crop yields in controlled environments, aiming to eliminate pesticides and irradiation[75](index=75&type=chunk)[186](index=186&type=chunk) [Our Business Plan](index=20&type=section&id=Our%20Business%20Plan) The company's business plan combines organic growth and M&A, with a four-phase organic growth strategy from 2017 to 2025, including completing land acquisition and financing in 2021, developing R&D facilities, and expanding grow house installations - The business plan focuses on organic growth and mergers & acquisitions, with an initial focus on constructing **AgriFORCE** grow houses in California[76](index=76&type=chunk)[79](index=79&type=chunk)[187](index=187&type=chunk)[190](index=190&type=chunk) - Phase 2 (**2021**) includes completing land financing and purchase in Coachella, CA, building site infrastructure, fitting out a genetics lab for revenue generation, and initiating R&D facility design for food and plant-based pharma[77](index=77&type=chunk)[188](index=188&type=chunk) - Phase 3 (**2022-2024**) involves delivering second and third facilities, completing R&D facility construction, and developing vertical grow solutions Phase 4 (**2025**) aims for additional facility installations, international expansion, and the first commercial vertical grow facility[78](index=78&type=chunk)[189](index=189&type=chunk) [COVID-19](index=21&type=section&id=COVID-19) Management has assessed the impact of the COVID-19 pandemic and concluded that it has not affected the company's business operations or its ability to raise necessary capital - Management concluded that the COVID-19 pandemic has not impacted the company's business operations or its ability to raise capital[80](index=80&type=chunk)[191](index=191&type=chunk) [Status as an Emerging Growth Company](index=21&type=section&id=Status%20as%20an%20Emerging%20Growth%20Company) The company has elected to be an 'emerging growth company' under the **JOBS Act**, allowing it to delay the adoption of new accounting standards and rely on certain exemptions from reporting requirements - The company has irrevocably elected to avail itself of the extended transition period for complying with new or revised accounting standards as an 'emerging growth company' under the **JOBS Act**[81](index=81&type=chunk)[192](index=192&type=chunk) - As an emerging growth company, it intends to rely on exemptions from providing an auditor's attestation report on internal controls over financial reporting and complying with PCAOB requirements for mandatory audit firm rotation[82](index=82&type=chunk)[193](index=193&type=chunk) [Results of Operations](index=22&type=section&id=Results%20of%20Operations) The company has generated **no revenue** since inception and reported increased net losses for both the three and nine months ended September 30, 2021, primarily due to significant increases in operating expenses and other expenses related to debt and warrants - The company has generated **no revenue** since inception[85](index=85&type=chunk)[196](index=196&type=chunk) - Operating expenses increased by **$1,399,824** (**143%**) for the three months ended September 30, 2021, and by **$1,401,223** (**54%**) for the nine months ended September 30, 2021, driven by increased staff, operations, and public company costs[85](index=85&type=chunk)[86](index=86&type=chunk)[196](index=196&type=chunk)[197](index=197&type=chunk) - Net loss increased to **$1,823,618** for the three months and **$3,915,207** for the nine months ended September 30, 2021, compared to **$973,327** and **$2,587,062** respectively in the prior year, due to higher operating and other expenses[88](index=88&type=chunk)[199](index=199&type=chunk) [Liquidity and Capital Resources](index=22&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity needs are for working capital, capital expenditures, and general corporate purposes, with management believing current cash and **IPO** proceeds will cover liquidity requirements for the next 12 months, though future capital needs are substantial - The company's primary liquidity needs are for working capital, capital expenditures, and general corporate purposes[89](index=89&type=chunk)[200](index=200&type=chunk) - As of September 30, 2021, the company had an **accumulated deficit** of **$17,173,083** and used **$3,017,468** in operating activities for the nine months ended September 30, 2021[89](index=89&type=chunk)[200](index=200&type=chunk) - Management believes that available cash and **net IPO proceeds** will be sufficient to meet liquidity requirements for at least the next 12 months, but future capital requirements are significant and may necessitate additional capital raises[90](index=90&type=chunk)[91](index=91&type=chunk)[201](index=201&type=chunk)[202](index=202&type=chunk) [Cash Flows](index=24&type=section&id=Cash%20Flows) For the nine months ended September 30, 2021, the company used significant cash in operating and investing activities, largely offset by substantial cash provided by financing activities, primarily from its **IPO** - **Net cash used in operating activities** for the nine months ended September 30, 2021, was **$3,017,468**, primarily due to net loss and operating costs, adjusted by non-cash expenses like share-based compensation[92](index=92&type=chunk)[203](index=203&type=chunk) - Net cash used in investing activities for the nine months ended September 30, 2021, was **$987,057**, mainly for equipment, intangibles, and construction in progress[22](index=22&type=chunk)[93](index=93&type=chunk)[133](index=133&type=chunk)[204](index=204&type=chunk) - **Net cash provided by financing activities** for the nine months ended September 30, 2021, was **$13,396,348**, largely from **IPO** proceeds (**$13,360,616** net) and **senior secured debentures**, partially offset by repayment of debentures[22](index=22&type=chunk)[93](index=93&type=chunk)[133](index=133&type=chunk)[204](index=204&type=chunk) [Recent Financings](index=24&type=section&id=Recent%20Financings) In March 2021, the company secured and later repaid **senior secured debentures**, and in July 2021, it completed its **IPO**, raising significant gross and net proceeds - On March 24, 2021, the company entered into a securities purchase agreement for **$750,000** in **senior secured debentures** (**$600,000** subscription amount), which were repaid in full on July 13, 2021[94](index=94&type=chunk)[205](index=205&type=chunk) - On July 12, 2021, the company completed its **IPO**, selling **3,127,998** units at **$5.00** each, resulting in gross proceeds of **$15,639,990** and net proceeds of **$14,388,791**[94](index=94&type=chunk)[205](index=205&type=chunk) [Off Balance Sheet Arrangements](index=24&type=section&id=Off%20Balance%20Sheet%20Arrangements) The company reported no off-balance sheet arrangements - The company has no off-balance sheet arrangements[95](index=95&type=chunk)[206](index=206&type=chunk) [Significant Accounting Policies](index=24&type=section&id=Significant%20Accounting%20Policies) This section refers to the detailed discussion of significant accounting policies provided in the footnotes to the unaudited financial statements - Significant accounting policies are detailed in the footnotes to the unaudited financial statements for the nine months ended September 30, 2021 and 2020[95](index=95&type=chunk)[206](index=206&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=24&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, **AgriFORCE Growing Systems Ltd.** is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, **AgriFORCE Growing Systems Ltd.** is exempt from providing quantitative and qualitative disclosures about market risk[96](index=96&type=chunk)[207](index=207&type=chunk) [Item 4. Controls and Procedures](index=25&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were **effective** as of September 30, 2021, with **no material changes** in internal controls during the quarter, while acknowledging that no control system can provide absolute assurance - Management assessed the **effectiveness** of disclosure controls and procedures as of September 30, 2021, and concluded they were **effective**[97](index=97&type=chunk)[208](index=208&type=chunk) - There were **no material changes** in internal control over financial reporting during the quarter ended September 30, 2021[98](index=98&type=chunk)[209](index=209&type=chunk) - Management acknowledges that control systems provide reasonable, not absolute, assurance and are subject to judgments and resource constraints[99](index=99&type=chunk)[210](index=210&type=chunk) [PART II — OTHER INFORMATION](index=26&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=26&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 10 of the financial statements for a discussion of the company's legal proceedings - Details regarding legal proceedings are provided in Note 10 to the unaudited condensed consolidated financial statements[101](index=101&type=chunk)[212](index=212&type=chunk) [Item 1A. Risk Factors](index=26&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, **AgriFORCE Growing Systems Ltd.** is not required to provide risk factor disclosures - As a smaller reporting company, **AgriFORCE Growing Systems Ltd.** is exempt from providing risk factor disclosures[102](index=102&type=chunk)[213](index=213&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=26&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During the period, the company engaged in several unregistered sales and issuances of equity securities, including **senior secured debentures**, common shares for consulting services, stock dividends to preferred shareholders, shares for cashless option exercises, bonus compensation, and settlement of director fees - On March 24, 2021, the company issued **$750,000** in **senior secured debentures** to accredited investors in an unregistered sale[103](index=103&type=chunk)[214](index=214&type=chunk) - The company issued **30,000** restricted common shares for consulting services during the three months ended March 31, 2021[103](index=103&type=chunk)[214](index=214&type=chunk) - Various issuances of restricted common shares occurred, including **86,739** and **48,791** shares as stock dividends to Series A Preferred shareholders, **7,237** shares to consultants, **820,029** shares from cashless option exercises, **98,356** shares as bonus compensation to officers, and **19,992** shares to directors for accrued fees[104](index=104&type=chunk)[105](index=105&type=chunk)[106](index=106&type=chunk)[107](index=107&type=chunk)[215](index=215&type=chunk)[216](index=216&type=chunk)[217](index=217&type=chunk)[218](index=218&type=chunk) [Item 3. Defaults Upon Senior Securities](index=27&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - There were no defaults upon senior securities[108](index=108&type=chunk)[219](index=219&type=chunk) [Item 4. Mine Safety Disclosures](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine Safety Disclosures are not applicable to the company[108](index=108&type=chunk)[219](index=219&type=chunk) [Item 5. Other Information](index=27&type=section&id=Item%205.%20Other%20Information) The company reported no other information for this item - No other information was reported for this item[108](index=108&type=chunk)[219](index=219&type=chunk) [Item 6. Exhibits](index=27&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications under the Sarbanes-Oxley Act and Inline XBRL documents - Exhibits include certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, and various Inline XBRL documents[108](index=108&type=chunk)[219](index=219&type=chunk) [SIGNATURES](index=28&type=section&id=SIGNATURES) [Signatures](index=28&type=section&id=Signatures) The report is duly signed on behalf of **AgriFORCE Growing Systems, LTD.** by its **Chief Executive Officer** and Director, Ingo Mueller, and its **Chief Financial Officer**, Richard Wong, on November 15, 2021 - The report was signed by Ingo Mueller, **Chief Executive Officer** and Director, and Richard Wong, **Chief Financial Officer**, on November 15, 2021[111](index=111&type=chunk)[222](index=222&type=chunk)