AgriFORCE Growing Systems .(US:AGRI)2026-03-31 20:06Financing Activities - The Company completed a private placement on November 5, 2025, raising a total of $219.1 million, with $145.4 million paid in cash and $73.7 million in AVAX tokens [25][28]. - The Subscription Agreements included an estimated aggregate amount of $292.4 million based on an indicative value of $33.82 per AVAX token [25]. - On March 21, 2025, investors purchased an additional tranche of $1,320,000 in convertible debentures, resulting in gross proceeds of $1,188,000 and 47,906 warrants with an exercise price of $17.91 [42]. - On April 22, 2025, an investor purchased a promissory note of $290,000 with a one-time interest charge of 12% amounting to $34,800 [43]. - On July 21, 2025, investors purchased $833,334 in convertible debentures for gross proceeds of $750,000, receiving 80,354 warrants with an adjusted exercise price of $6.741 [45]. - On September 25, 2025, investors purchased $550,000 in convertible debentures for gross proceeds of $495,000, receiving 148,340 warrants with an exercise price of $2.41 [47]. - On October 24, 2025, investors purchased $7,700,000 in convertible debentures for gross proceeds of $6,930,000, receiving 2,076,763 warrants with an exercise price of $2.41 [48]. - On November 5, 2025, the company raised approximately $219,100,000 from the sale of 86,690,657 common shares and pre-funded warrants, with the common shares priced at $2.36 each [49]. - The Company incurred approximately $290,000 in transaction-related costs for the issuance of convertible debentures and warrants in January 2025 [160]. - Net cash provided by financing activities was $151,711,941 in 2025, an increase of $148,102,255, primarily from proceeds of the Offering and debentures [214]. Digital Asset Strategy - The Company announced a digital asset treasury reserve strategy, using AVAX tokens as its primary treasury reserve asset [29][41]. - The Company is in the process of liquidating its Manna business while focusing on its digital asset strategy [23]. - The Company has engaged an asset manager, Hivemind, to manage its cryptocurrency holdings, focusing on maintaining a majority in one to five decentralized finance digital assets, including AVAX [109]. - The lack of comprehensive regulation in cryptocurrency trading platforms increases the risk of fraud and market manipulation, which could adversely affect the value of the company's cryptocurrency holdings [110]. - The operational integrity of digital asset trading platforms is a critical risk factor, as many lack robust security measures, increasing vulnerability to hacks and fraud [113]. - The Company has sustained cumulative net losses of $93,977,325 from inception through December 31, 2025, with a net loss from continuing operations of $31,994,535 for the fiscal year ended December 31, 2025 [93]. - The Company reported a total of 12,409,212 AVAX tokens valued at $152,509,109 as of December 31, 2025 [189]. - The unrealized loss on market valuation increased significantly due to the decline in market value of AVAX tokens [204]. Bitcoin Mining Operations - The Company has entered the sustainable Bitcoin Mining industry, operating facilities in Alberta, Canada, and Ohio, with a focus on generating immediate cash flow [24][41]. - The Company has completed two acquisitions in the Bitcoin Mining sector since late November 2024, enhancing its operational capabilities [24]. - The company operates three Bitcoin mining facilities and produced Bitcoins at a weighted average cost of approximately $50,300, with the price of one Bitcoin at $87,508.83 as of December 31, 2025 [68][69]. - The average cost of Bitcoin mined is approximately $50,300, with an average operating cost of $2,333.36 per day, mining 1 BTC every 21 days [86]. - The Company plans to upgrade its miners in Ohio, expecting a 20% efficiency gain, resulting in a hash rate of approximately 370 PH/s and mining 1 BTC every 6-7 days for the remainder of 2026 [87]. - Bitcoin Mining revenue surged to $1,732,675 in 2025, up 6,421% from $26,572 in 2024 [193]. - Energy costs are a significant driver for Bitcoin Mining operations, managed through a power purchase agreement to secure favorable pricing [190]. Financial Performance - Total revenue for the year ended December 31, 2025, was $2,340,811, a significant increase from $26,572 in 2024, representing a growth of 8,800% [193]. - Operating expenses rose to $24,005,821 in 2025, an increase of 137% from $10,123,535 in 2024 [199]. - The impairment of assets increased by $1,425,956, or 34%, primarily due to the impairment of Manna IP and certain Bitcoin Mining equipment [200]. - Share-based compensation increased by $1,133,066, or 293%, due to common shares issued to executives and consultants [201]. - Net loss for the year was $33,195,206, compared to a net loss of $16,274,815 in 2024, reflecting an increase of $16,920,391 [209]. - Net cash used in operating activities was $14,445,853 in 2025, an increase of $9,174,575 from $5,271,278 in 2024 [210]. - Net cash used in investing activities reached $115,512,358 in 2025, a significant increase of $113,642,573 attributed to digital asset purchases and acquisitions [213]. Regulatory and Compliance Risks - The Company is classified as an "emerging growth company," allowing it to delay the adoption of certain accounting standards until they apply to private companies [89]. - The Company faces significant competition in the digital asset market, which may hinder its ability to maintain its digital asset strategy and compete effectively [102]. - The Company has not encountered cybersecurity threats that materially affect its business strategy or financial condition [145]. - The board of directors has delegated oversight of cybersecurity risks to the audit committee, emphasizing the importance of managing these risks [146]. - The management team is required to focus significantly on regulatory compliance, which may divert attention from day-to-day business management [126]. - The company is subject to significant administrative and legal burdens as a public operating company, which may impact its operational focus [126]. - Regulatory developments regarding digital assets may adversely affect the company's business and financial condition, as new laws could impact the ability to own or transfer cryptocurrencies [108]. Shareholder Matters - The Company authorized a share repurchase program in November 2025, allowing for the repurchase of up to $40 million of common shares over 12 months [178]. - As of December 31, 2025, the Company repurchased 183,346 shares at a total cost of $257,964 under the repurchase program [178]. - From January 1, 2026, to March 24, 2026, the Company repurchased 3,090,038 common shares for a total cost of $2,868,398 [179]. - The average price paid per share for the repurchases from January 1, 2026, to March 24, 2026, was $0.92 [156]. - The company's common shares are currently trading at $0.65 per share, below the Nasdaq minimum bid price requirement of $1.00 [152]. - On March 13, 2026, the company received a notice from Nasdaq regarding non-compliance with Rule 5550(a)(2) due to the closing bid price being below the minimum requirement for 30 consecutive business days [153]. - The company has approximately 89,798,842 common shares issued and outstanding as of March 24, 2026 [154]. - The company has never paid cash dividends on common shares and does not expect to do so in the foreseeable future [157].