EX-99.1 4 ex99-1.htm EX-99.1 Exhibit 99.1 AVAX One Strengthens Balance Sheet Through Successful Restructuring of Convertible Debt Facility Company Retires Approximately $6.8 million of Its Convertible Debt Facility WEST PALM BEACH, FL, August 5, 2026 - AVAX One Technology Ltd. (NASDAQ: AVX) (“AVAX One” or the “Company”) today announced that it has completed a restructuring of certain outstanding convertible debentures. The transactions included (i) the full repayment, retirement and cancellation of debentures held by two institutional investors and (ii) the reduction in the outstanding principal amount of a debenture held by another institutional investor and the amendment of certain provisions of that investor’s debenture, including a key-person covenant and increasing the covenant governing the minimum amount of cash and bitcoin the Company is required to maintain from $100,000 to $3.5 million. In connection with the restructuring, the Company reduced its outstanding principal under those debentures by approximately $6.8 million and paid related repayment premiums and accrued interest thereon. The restructuring was funded with cash on hand and the reduction of the escrow …
Open exhibit ↗Current Report · Items 1.01, 2.03, 8.01, 9.01 · 8-K
Avax One Technology Ltd.
AVXNASDAQEQUITYCurrent
Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Other Events
Item 1.01 Entry into a Material Definitive Agreement As previously disclosed in the Current Report on Form 8-K filed by AVAX One Technology Ltd. (formerly known as AgriFORCE Growing Systems, Ltd.) (the “Company”) with the Securities and Exchange Commission on January 16, 2025, the Company entered into a Securities Purchase Agreement (“SPA”) with institutional investors (“Investors”) for an initial…
Company context
Current securities
Recent company filings
- Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD DisclosureAug 19, 2026
- Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet ArrangementAug 17, 2026
- 10-Q filingAug 13, 2026
- Other EventsJul 9, 2026
- Unregistered Sales of Equity Securities · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD DisclosureJul 6, 2026
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item
1.01 Entry into a Material Definitive Agreement
As
previously disclosed in the Current Report on Form 8-K filed by AVAX One Technology Ltd. (formerly known as AgriFORCE Growing Systems,
Ltd.) (the “Company”) with the Securities and Exchange Commission on January 16, 2025, the Company entered into a Securities
Purchase Agreement (“SPA”) with institutional investors (“Investors”) for an initial purchase of $7.7 million
principal amount of debentures (“Debentures”) and accompanying warrants and up to an additional $42.3 million principal amount
of Debentures and accompanying warrants.
On
July 31, 2026 (the “Effective Date”), the Company entered into letter agreements (each, a “Repayment and Waiver Agreement”)
with two of the Investors (the “Exiting Investors”) pursuant to which, in exchange for a waiver of a negative covenant of
the Company in the Debentures held by the Exiting Investors and a release of any related claims against the Company in respect thereof,
the Company agreed to (i) cancel the unfunded portion of each Exiting Investor’s principal under its Debenture and (ii) pay to
each Exiting Investor an amount equal to (a) 110% of the outstanding funded principal of such Exiting Investor’s Debenture immediately
prior to the Effective Date plus (b) all accrued interest on such Exiting Investor’s Debenture immediately prior to the
Effective Date (collectively, the “Full Payoff Amount”). The Company delivered the applicable Full Payoff Amount to each
Exiting Investor on August 3, 2026, and, as of such date, the Debentures previously held by each Exiting Investor were fully satisfied,
discharged, cancelled and released.
On
August 5, 2026, the Company entered into an agreement with one Investor (the “Remaining Investor” and the agreement with
the Remaining Investor, the “Amendment”) pursuant to which, in exchange for a waiver of a negative covenant of the Company
in the Debenture held by the Remaining Investor and a release of any related claims against the Company in respect thereof, the Company
agreed to (i) increase the principal amount of the note from $7.7 million to $8.47 million (the “Principal”) and (ii) pay
to the Remaining Investor an amount equal to (a) $1.05 million in partial repayment of the outstanding Principal (the “Repaid Principal”) plus (b) all accrued interest on the Repaid Principal (collectively, the “Partial Payoff Amount”). The Company expects
to deliver the Partial Payoff Amount to the Remaining Investor on August 6, 2026, in partial satisfaction of the Company’s obligations
to the Remaining Investor under its Debenture. In addition, the Amendment modifies negative covenants in the Remaining Investor’s
Debenture concerning a “key person” provision” and concerning the amount of cash and Bitcoin the Company is required
to have in its bank accounts or other custody from $100,000 to $3,500,000.
The
foregoing descriptions of the Repayment and Waiver Agreements and the Amendment do not purport to be complete and are qualified in their
entirety by reference to the full text of such documents, which are filed herewith as Exhibits 10.1 and 10.2, respectively, and are incorporated
herein by reference.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The
information contained in Item 1.01 is incorporated herein by reference.
Item 8.01Item 8.01 - Other Events
Item
8.01 Other Information
On
August 5, 2026, the Company issued a press release announcing the transactions described herein. A copy of the press release is attached
as Exhibit 99.1 and is incorporated herein by reference.