Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
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 for an initial purchase of $…
Filed Aug 17, 2026Accepted Aug 17, 2026, 5:29 PM EDTCIK 1826397Accession 0001493152-26-038802
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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 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
August 14, 2026, the Company entered into an agreement with one of the investors (the “Investor” and the agreement with the
Investor, the “Amendment”) pursuant to which, in exchange for a waiver of a negative covenant of the Company in the Debentures
held by the 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 originally issued on May 21, 2025 from $110,000 to $121,000; (ii) increase the principal amount of the note
originally issued on July 21, 2025 from $277,778 to $305,556; and (iii) increase the principal amount of the note originally issued on
September 25, 2025 from $550,000 to $605,000. In addition, the Amendment modifies negative covenants in the Investor’s Debentures
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 description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text
of such document, which is filed herewith as Exhibit 10.1 and is 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.