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What changed in AVAX ONE TECHNOLOGY LTD.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of AVAX ONE TECHNOLOGY LTD.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+297 added−115 removedSource: 10-K (2025-04-07) vs 10-K (2024-04-01)

Top changes in AVAX ONE TECHNOLOGY LTD.'s 2024 10-K

297 paragraphs added · 115 removed · 91 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

36 edited+67 added−14 removed48 unchanged
Biggest changeThe Company also has confidentiality agreements, assignment agreements and license agreements with employees and third parties, which limit access to and use of its intellectual property. 11 Patents Patent Application # Application Date Expiry Date Title Case Status Country 2001/2096 26-Aug-2020 26-Aug-2040 AUTOMATED GROWING SYSTEMS Pending Barbados 3151492 26-Aug-2020 26-Aug-2040 AUTOMATED GROWING SYSTEMS Pending Canada 202080073940.7 26-Aug-2020 AUTOMATED GROWING SYSTEMS Pending China 20858811.1 26-Aug-2020 26-Aug-2040 AUTOMATED GROWING SYSTEMS Pending European Patent Office TT/A/2022/00024 26-Aug-2020 AUTOMATED GROWING SYSTEMS Abandoned (p) Trinidad & Tobago 11528859 26-Aug-2020 26-Aug-2040 AUTOMATED GROWING SYSTEMS Registered United States 17/983109 08-Nov-2022 AUTOMATED GROWING SYSTEMS Application allowed United States PCT/CA2023/051251 21-Sep-2023 PROCESS AND SYSTEM FOR GROWING PLANTS USING CLONE TO FLOWER MODEL Pending Patent Cooperation Treaty 2018215090 31-Jan-2018 31-Jan-2038 HIGH FIBER, HIGH PROTEIN, LOW CARBOHYDRATE FLOUR AND POWER JUICE AND METHODS FOR PRODUCTION THEREOF Application allowed Australia 3051860 31-Jan-2018 31-Jan-2038 HIGH FIBER, HIGH PROTEIN, LOW CARBOHYDRATE FLOUR AND POWER JUICE AND METHODS FOR PRODUCTION THEREOF Pending Canada 18747157.8 31-Jan-2018 HIGH FIBER, HIGH PROTEIN, LOW CARBOHYDRATE FLOUR AND POWER JUICE AND METHODS FOR PRODUCTION THEREOF Pending European Patent Office 201917032603 31-Jan-2018 HIGH FIBER, HIGH PROTEIN, LOW CARBOHYDRATE FLOUR AND POWER JUICE AND METHODS FOR PRODUCTION THEREOF Pending India 755792 31-Jan-2018 31-Jan-2038 HIGH FIBER, HIGH PROTEIN, LOW CARBOHYDRATE FLOUR AND POWER JUICE AND METHODS FOR PRODUCTION THEREOF Pending New Zealand 11540538 31-Jan-2018 31-Jan-2038 HIGH FIBER, HIGH PROTEIN, LOW CARBOHYDRATE FLOUR, SWEETENED LIQUID, SWEETENERS, CEREALS, AND METHODS FOR PRODUCTION THEREOF Registered United States 17/963690 11-Oct-2022 HIGH FIBER, HIGH PROTEIN, LOW CARBOHYDRATE FLOUR, SWEETENED LIQUID, SWEETENERS, CEREALS, AND METHODS FOR PRODUCTION THEREOF Application filed United States 2001/2057 06-Mar-2020 06-Mar-2040 STRUCTURES FOR GROWING PLANTS Pending Barbados 3132672 06-Mar-2020 06-Mar-2040 STRUCTURES FOR GROWING PLANTS Granted Canada CN202080033944.2 06-Mar-2020 STRUCTURES FOR GROWING PLANTS Pending China 20765629.9 06-Mar-2020 06-Mar-2040 STRUCTURES FOR GROWING PLANTS Pending European Patent Office TT/A/2021/00093 06-Mar-2020 STRUCTURES FOR GROWING PLANTS Abandoned (p) Trinidad & Tobago 11582918 06-Mar-2020 06-Mar-2040 STRUCTURES FOR GROWING PLANTS Registered United States 18/096417 12-Jan-2023 STRUCTURES FOR GROWING PLANTS Application allowed United States 12 Trademarks Application # Application Date Expiry Date Title Case Status Country 1997835 26-Nov-2019 AGRIFORCE In examination Canada 018243244 22-May-2020 AGRIFORCE Registered European Union Intellectual Property Office UK00918243244 22-May-2020 AGRIFORCE Registered United Kingdom 88/930218 22-May-2020 AGRIFORCE Suspended United States 2044675 07-Aug-2020 FORCEFILM TM Application filed Canada 018389838 04-Feb-2021 FORCEFILM Registered European Union Intellectual Property Office 90/124842 19-Aug-2020 FORCEFILM Suspended United States 2127781 18-Aug-2021 UN(THINK) TM Application filed Canada 018572674 06-Oct-2021 UN(THINK) Application filed European Union Intellectual Property Office 1669126 18-Feb-2022 UN(THINK) Pending Madrid Protocol (TM) 90/897689 23-Aug-2021 UN(THINK) Suspended United States 2196090 06-Jul-2022 C2F TM Application filed Canada 97/495313 08-Jul-2022 C2F Suspended United States 2198964 20-Jul-2022 AWAKENED GRAINS TM Application filed Canada 97/527128 29-Jul-2022 AWAKENED GRAINS Suspended United States 2207782 02-Sep-2022 FORCEGH+ Approved Canada 97/605026 23-Sep-2022 FORCEGH+ Suspended United States 2243222 02-Mar-2023 AWAKENED FLOUR TM Application filed Canada 1752858 01-Sep-2023 AWAKENED FLOUR Registered Madrid Protocol (TM) 97/824500 06-Mar-2023 AWAKENED FLOUR Suspended United States TMA1175334 24-Jan-2019 PLANET LOVE Registered Canada UK00801504091 24-Jul-2019 PLANET LOVE Registered United Kingdom 1504091 24-Jul-2019 PLANET LOVE Registered Madrid Protocol (TM) 6197554 24-Jul-2019 PLANET LOVE Registered United States UK00801494234 30-Aug-2019 CANIVATE Registered United Kingdom 1494234 30-Aug-2019 CANIVATE Registered Madrid Protocol (TM) 6191972 30-Aug-2019 CANIVATE Registered United States UK00801494231 30-Aug-2019 THE CANIVATE WAY Registered United Kingdom 1494231 30-Aug-2019 THE CANIVATE WAY Registered Madrid Protocol (TM) 6182017 30-Aug-2019 THE CANIVATE WAY Registered United States Competitor Comparison and Differentiation Solutions The Company believes that it has no direct competitors who provide a proprietary facility design and automated grow system as well as a system of operational processes designed to optimize the performance of the Company’s grow houses.
Biggest changeThe Company also has confidentiality agreements, assignment agreements and license agreements with employees and third parties, which limit access to and use of its intellectual property. 12 Patents Patent Application # Application Date Expiry Date Title Case Status Country 2001/2096 26-Aug-2020 26-Aug-2040 AUTOMATED GROWING SYSTEMS Pending Barbados 3151492 26-Aug-2020 26-Aug-2040 AUTOMATED GROWING SYSTEMS Pending Canada ZL202080073940.7 26-Aug-2020 26-Aug-2040 AUTOMATED GROWING SYSTEMS Granted China 20858811.1 26-Aug-2020 26-Aug-2040 AUTOMATED GROWING SYSTEMS Pending European Patent Office TT/A/2022/00024 26-Aug-2020 AUTOMATED GROWING SYSTEMS Abandoned (p) Trinidad & Tobago 11528859 26-Aug-2020 26-Aug-2040 AUTOMATED GROWING SYSTEMS Registered United States 11997962 08-Nov-2022 19 Sept 2040 AUTOMATED GROWING SYSTEMS Registered United States PCT/CA2023/051251 21-Sep-2023 PROCESS AND SYSTEM FOR GROWING PLANTS USING CLONE TO FLOWER MODEL Pending Patent Cooperation Treaty 2018215090 31-Jan-2018 31-Jan-2038 HIGH FIBER, HIGH PROTEIN, LOW CARBOHYDRATE FLOUR AND POWER JUICE AND METHODS FOR PRODUCTION THEREOF Granted Australia 3051860 31-Jan-2018 31-Jan-2038 HIGH FIBER, HIGH PROTEIN, LOW CARBOHYDRATE FLOUR AND POWER JUICE AND METHODS FOR PRODUCTION THEREOF Pending Canada 18747157.8 31-Jan-2018 31-Jan -2038 HIGH FIBER, HIGH PROTEIN, LOW CARBOHYDRATE FLOUR AND POWER JUICE AND METHODS FOR PRODUCTION THEREOF Pending European Patent Office 201917032603 31-Jan-2018 HIGH FIBER, HIGH PROTEIN, LOW CARBOHYDRATE FLOUR AND POWER JUICE AND METHODS FOR PRODUCTION THEREOF Pending India 755792 31-Jan-2018 31-Jan-2038 HIGH FIBER, HIGH PROTEIN, LOW CARBOHYDRATE FLOUR AND POWER JUICE AND METHODS FOR PRODUCTION THEREOF Pending New Zealand 11540538 31-Jan-2018 31-Jan-2038 HIGH FIBER, HIGH PROTEIN, LOW CARBOHYDRATE FLOUR, SWEETENED LIQUID, SWEETENERS, CEREALS, AND METHODS FOR PRODUCTION THEREOF Registered United States 17/963690 11-Oct-2022 HIGH FIBER, HIGH PROTEIN, LOW CARBOHYDRATE FLOUR, SWEETENED LIQUID, SWEETENERS, CEREALS, AND METHODS FOR PRODUCTION THEREOF Abandoned United States 2001/2057 06-Mar-2020 06-Mar-2040 STRUCTURES FOR GROWING PLANTS Pending Barbados 3132672 06-Mar-2020 06-Mar-2040 STRUCTURES FOR GROWING PLANTS Granted Canada CN202080033944.2 06-Mar-2020 STRUCTURES FOR GROWING PLANTS Pending China 20765629.9 06-Mar-2020 06-Mar-2040 STRUCTURES FOR GROWING PLANTS Pending European Patent Office TT/A/2021/00093 06-Mar-2020 STRUCTURES FOR GROWING PLANTS Abandoned (p) Trinidad & Tobago 11582918 06-Mar-2020 06-Mar-2040 STRUCTURES FOR GROWING PLANTS Registered United States 18/096417 12-Jan-2023 STRUCTURES FOR GROWING PLANTS Application allowed United States 18/659249 09-May-2024 AUTOMATED GROWING SYSTEMS Pending United States 3254766 06-Dec-2022 06-Dec-2042 PROACTIVE AIR/SURFACE DECONTAMINATION SYSTEM AND DEVICES Pending Canada 17/545919 12-Aug-2021 PROACTIVE AIR/SURFACE DECONTAMINATION SYSTEM AND DEVICES Pending United States 17/674763 17-Feb-2022 AGRICULTURAL PROACTIVE AIRSURFACE DECONTAMINATION SYSTEN AND DEVICES Pending United States 17/713959 05-Apr-2022 AGRICULTURAL PROACTIVE AIRSURFACE DECONTAMINATION SYSTEN AND DEVICES Pending United States 17/8611181 09-Jul-2022 PROACTIVE AIR/SURFACE DECONTAMINATION SYSTEM AND DEVICES Published United States 18/075681 06-Dec-2022 PROACTIVE AIR/SURFACE DECONTAMINATION SYSTEM AND DEVICES Published United States 17/590270 01-Feb-2022 PROACTIVE AIR/SURFACE DECONTAMINATION SYSTEM AND DEVICES Published United States 17/826555 27-May-2022 AIRCRAFT PROACTIVE AIR/SURFACE DECONTAMINATION SYSTEM AND DEVICES Published United States 18/075755 06-Dec-2022 PROACTIVE AIR/SURFACE DECONTAMINATION SYSTEM AND DEVICES Published United States 18/076176 06-Dec-2022 PROACTIVE AIR/SURFACE DECONTAMINATION SYSTEM AND DEVICES Published United States 11895958 12-Jan-2023 31-Dec-5000 STRUCTURES FOR GROWING PLANTS Registered United States 18/404061 04-Jan-2024 STRUCTURES FOR GROWING PLANTS Pending United States ZL202080033944.2 06-Mar-2020 STRUCTURES FOR GROWING PLANTS Granted China 13 Trademarks Application # Application Date Expiry Date Title Case Status Country 1997835 26-Nov-2019 AGRIFORCE In examination Canada 018243244 22-May-2020 AGRIFORCE Registered European Union Intellectual Property Office UK00918243244 22-May-2020 AGRIFORCE Registered United Kingdom 88/930218 22-May-2020 AGRIFORCE Suspended United States 2044675 07-Aug-2020 FORCEFILM TM Application filed Canada 018389838 04-Feb-2021 FORCEFILM Registered European Union Intellectual Property Office 90/124842 19-Aug-2020 FORCEFILM Suspended United States 2127781 18-Aug-2021 UN(THINK) TM Application filed Canada 018572674 06-Oct-2021 UN(THINK) Application filed European Union Intellectual Property Office 1669126 18-Feb-2022 UN(THINK) Pending Madrid Protocol (TM) 90/897689 23-Aug-2021 UN(THINK) Suspended United States 2196090 06-Jul-2022 C2F TM Application filed Canada 97/495313 08-Jul-2022 C2F Suspended United States 2198964 20-Jul-2022 AWAKENED GRAINS TM Application filed Canada 97/527128 29-Jul-2022 AWAKENED GRAINS Suspended United States 2207782 02-Sep-2022 FORCEGH+ Approved Canada 97/605026 23-Sep-2022 FORCEGH+ Suspended United States 2243222 02-Mar-2023 AWAKENED FLOUR TM Application filed Canada 1752858 01-Sep-2023 AWAKENED FLOUR Registered Madrid Protocol (TM) 97/824500 06-Mar-2023 AWAKENED FLOUR Suspended United States TMA1175334 24-Jan-2019 PLANET LOVE Registered Canada UK00801504091 24-Jul-2019 PLANET LOVE Registered United Kingdom 1504091 24-Jul-2019 PLANET LOVE Registered Madrid Protocol (TM) 6197554 24-Jul-2019 PLANET LOVE Registered United States UK00801494234 30-Aug-2019 CANIVATE Registered United Kingdom 1494234 30-Aug-2019 CANIVATE Registered Madrid Protocol (TM) 6191972 30-Aug-2019 CANIVATE Registered United States UK00801494231 30-Aug-2019 THE CANIVATE WAY Registered United Kingdom 1494231 30-Aug-2019 THE CANIVATE WAY Registered Madrid Protocol (TM) 6182017 30-Aug-2019 THE CANIVATE WAY Registered United States Competitor Comparison and Differentiation Solutions The Company believes that it has no direct competitors who provide a proprietary facility design and automated grow system as well as a system of operational processes designed to optimize the performance of the Company’s grow houses.
Online sales logistics and advertising materials were developed during the period to support the establishment of the direct-to-consumer sales channel which will be started once the Business to Business channel sales will ramp up. Lastly, the Company has developed an extensive number of recipes for the application of Awakened Flour™ product line for both customers and consumers.
Online sales logistics and advertising materials were developed during the period to support the establishment of the direct-to-consumer sales channel which will be started once the Business to Business channel sales ramp up. Lastly, the Company has developed an extensive number of recipes for the application of Awakened Flour™ product line for both customers and consumers.
BUSINESS PLAN 2024 ● Continue introduction into the Mexico market with our exclusive distributor ● Identify and set up exclusive distribution agreements for the EMEA region ● Start commercializing the Hydroxyl Devices into the US market of CEA and Food Manufacturing ● Launch full line up of Hydroxyl Devices : in-Duct HVAC unit, Portable Industrial QuadPro Unit, Small Rooms Wall-Mount unit 2025 ● Expand Distribution Network into Latin America and Asia.
BUSINESS PLAN 2024 ● Continue introduction into the Mexico market with our exclusive distributor ● Identify and set up exclusive distribution agreements for the EMEA region ● Start commercializing the Hydroxyl Devices into the US market of CEA and Food Manufacturing ● Launch full line up of Hydroxyl Devices : in-Duct HVAC unit, Portable Industrial QuadPro Unit, Small Rooms Wall-Mount unit 2025 ● Expand Distribution Network into Latin America, Europe and Asia.
We will remain an “emerging growth company” until the earliest of (a) the last day of our fiscal year following the fifth anniversary of the closing of this offering, (b) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion, (c) the last day of our fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, or Exchange Act (which would occur if the market value of our equity securities that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter), or (d) the date on which we have issued more than $1 billion in nonconvertible debt during the preceding three-year period. 15
We will remain an “emerging growth company” until the earliest of (a) the last day of our fiscal year following the fifth anniversary of the closing of this offering, (b) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion, (c) the last day of our fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, or Exchange Act (which would occur if the market value of our equity securities that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter), or (d) the date on which we have issued more than $1 billion in nonconvertible debt during the preceding three-year period. 16
Significant milestones during the three-year period ended December 31, 2023 are as follows: ● On February 18, 2022, the Company signed a license agreement with Radical Clean Solutions Ltd (“Radical”), a New York corporation that has developed a patent pending product line consisting of smart hydroxyl generation systems to eliminate 99.99+% of all pathogens, virus, mold, volatile organic compounds and allergy triggers, to commercialize the proprietary hydroxyl generating devices within the CEA and food manufacturing industries.
Significant milestones during the three-year period ended December 31, 2024 are as follows: ● On February 18, 2022, the Company signed a license agreement with Radical Clean Solutions Ltd (“Radical”), a New York corporation that has developed a patent pending product line consisting of smart hydroxyl generation systems to eliminate 99.99+% of all pathogens, virus, mold, volatile organic compounds and allergy triggers, to commercialize the proprietary hydroxyl generating devices within the CEA and food manufacturing industries.
These precision ecosystems should enable the Company to cost-effectively produce the cleanest, greenest and most flavorful produce, as well as consistent medical-grade plant-based nutraceuticals and pharmaceuticals, available. The Company believes that is has the rights to one of the world’s most effective and safe purification solutions via its license and ownership in Radical Clean Solutions.
These precision ecosystems should enable the Company to cost-effectively produce the cleanest, greenest and most flavorful produce, as well as consistent medical-grade plant-based nutraceuticals and pharmaceuticals, available. The Company believes that is has the rights to one of the world’s most effective and safe purification solutions via its ownership of Radical Clean Solutions.
On a broader basis, the competitive landscape includes greenhouse vendors, agriculture systems providers, automated grow system vendors, and system/solutions consultants. 13 The Company believes it has developed one of the world’s most technologically advanced indoor agriculture systems by focusing on competitive differentiators to deliver vastly improved results beyond conventional indoor approaches.
On a broader basis, the competitive landscape includes greenhouse vendors, agriculture systems providers, automated grow system vendors, and system/solutions consultants. 14 The Company believes it has developed one of the world’s most technologically advanced indoor agriculture systems by focusing on competitive differentiators to deliver vastly improved results beyond conventional indoor approaches.
The Debenture Warrants and Debentures each have down round provisions whereby the conversion and strike prices will be adjusted downward if the Company issues equity instruments at lower prices. On January 17, 2023, the Debenture Investors purchased additional tranches totaling $5,076,923 (the “Second Tranche Debentures”) and received 53,226 warrants (the “Second Tranche Debenture Warrants”).
The Debenture Warrants and Debentures each have down round provisions whereby the conversion and strike prices will be adjusted downward if the Company issues equity instruments at lower prices. On January 17, 2023, the Debenture Investors purchased additional tranches totaling $5,076,923 (the “Second Tranche Debentures”) and received 532 warrants (the “Second Tranche Debenture Warrants”).
During the year ended December 31, 2023, the Company has achieved milestones towards the commercialization of our UN(THINK) Awakened Flour™ flour, the Company’s first line of products to utilize the IP.
During the year ended December 31, 2024, the Company has achieved milestones towards the commercialization of our UN(THINK) Awakened Flour™ flour, the Company’s first line of products to utilize the IP.
The First, Second, Third, Fourth and Fifth Tranche Debentures (the “Debentures”) have an interest rate of 5% for the first 12 months, 6% for the subsequent 12 months, and 8% per annum thereafter.
The First, Second, Third, Fourth, Fifth, Sixth, and Seventh Tranche Debentures (the “Debentures”) have an interest rate of 5% for the first 12 months, 6% for the subsequent 12 months, and 8% per annum thereafter.
The issuance of the additional tranche further triggered the down round provision, adjusting the exercise prices of the First, Second and Third Tranche Debentures as well as the First, Second and Third Tranche Debenture Warrants to $0.90.
The issuance of the additional tranche further triggered the down round provision, adjusting the exercise prices of the First, Second and Third Tranche Debentures as well as the First, Second and Third Tranche Debenture Warrants to $90.00.
The Second Tranche Debentures and Debenture Warrants were issued with an exercise price of $62.00 and expire on July 17, 2025. The issuance of the additional tranches triggered the down round provision, adjusting the exercise prices of the First Tranche Debentures and the First Tranche Debenture Warrants to $62.00.
The Second Tranche Debentures and Debenture Warrants were issued with an exercise price of $6,200.00 and expire on July 17, 2025. The issuance of the additional tranches triggered the down round provision, adjusting the exercise prices of the First Tranche Debentures and the First Tranche Debenture Warrants to $6,200.00.
The Third Tranche Debentures and Debenture Warrants were issued with an exercise price of $2.62 and expire on April 18, 2027. The issuance of the additional tranche further triggered the down round provision, adjusting the exercise prices of the First and Second Tranche Debentures as well as the First and Second Tranche Debenture Warrants to $2.62.
The Third Tranche Debentures and Debenture Warrants were issued with an exercise price of $262.00 and expire on April 18, 2027. The issuance of the additional tranche further triggered the down round provision, adjusting the exercise prices of the First and Second Tranche Debentures as well as the First and Second Tranche Debenture Warrants to $262.00.
Our Business AgriFORCE™ is an “Ag-Tech” company with a primary focus to developing and utilizing our intellectual property assets for improvements dedicated to the agricultural industry.
Our Business AgriFORCE™ started as an “Ag-Tech” company with a primary focus to developing and utilizing our intellectual property assets for improvements dedicated to the agricultural industry.
The Company has also begun to advance its initiative to integrate blockchain in the development and implementation of FinTech systems for commercial farmers. 8 We have a worldwide license to commercialize the proprietary hydroxyl generating devices of Radical Clean Solutions, Inc. (“RCS”) for the CEA and food manufacturing industries.
The Company has also begun to advance its initiative to integrate blockchain in the development and implementation of FinTech systems for commercial farmers. 8 We own the Radical Clean Solutions, Inc. (“RCS”) technology to commercialize the proprietary hydroxyl generating devices of RCS for the CEA and food manufacturing industries.
The issuance of the additional tranche triggered the down round provision, adjusting the exercise prices of the First, Second, Third, and Fourth tranche of Debentures and the First, Second, Third, Fourth tranche of Debenture Warrants to $0.214.
The issuance of the additional tranche triggered the down round provision, adjusting the exercise prices of the First, Second, Third, and Fourth tranche of Debentures and the First, Second, Third, Fourth tranche of Debenture Warrants to $21.40.
On November 30, 2023, a Debenture Investor purchased an additional tranche totaling $2,750,000 in convertible debentures (the “Fourth Tranche Debentures”) and received 1,986,112 warrants (the “Fourth Tranche Debenture Warrants”). The Fourth Tranche Debentures and Debenture Warrants were issued with an exercise price of $0.90 and expire on May 30, 2027.
On November 30, 2023, a Debenture Investor purchased an additional tranche totaling $2,750,000 in convertible debentures (the “Fourth Tranche Debentures”) and received 19,861 warrants (the “Fourth Tranche Debenture Warrants”). The Fourth Tranche Debentures and Debenture Warrants were issued with an exercise price of $90.00 and expire on May 30, 2027.
Principal repayments will be made in 25 equal installments which began on September 1, 2022 for the First Tranche Debentures, July 1, 2023 for the Second Tranche Debentures, January 1, 2024 for the Third Tranche Debentures, May 1, 2024 for the Fourth Tranche Debentures and August 1, 2024 for the Fifth tranche Debentures.
Principal repayments will be made in 25 equal instalments which began on September 1, 2022 for the First Tranche Debentures, July 1, 2023 for the Second Tranche Debentures, January 1, 2024 for the Third Tranche Debentures, May 1, 2024 for the Fourth Tranche Debentures, August 1, 2024 for the Fifth tranche Debentures, October 1, 2024 for the Sixth Tranche Debentures and November 1, 2024 for the Seventh Tranche Debentures.
The issuance triggered the down round provision, adjusting the exercise prices of the First and Second Tranche Debentures as well as the First and Second Tranche Debenture Warrants to $5.50. On October 18, 2023, a Debenture Investor purchased an additional tranche totaling $2,750,000 in convertible debentures (the “Third Tranche Debentures”) and received 620,230 warrants (the “Third Tranche Debenture Warrants”).
The issuance triggered the down round provision, adjusting the exercise prices of the First and Second Tranche Debentures as well as the First and Second Tranche Debenture Warrants to $550.00. On October 18, 2023, a Debenture Investor purchased an additional tranche totaling $2,750,000 in convertible debentures (the “Third Tranche Debentures”) and received 6,202 warrants (the “Third Tranche Debenture Warrants”).
On June 20, 2023 the Company issued 20,000 common shares with 20,000 warrants via a private placement for consideration of $250,000. During the year ended December 31, 2023, the Company issued 124,652 common shares for cash under the ATM agreement for net proceeds of $939,695.
On June 20, 2023 the Company issued 200 common shares with 200 warrants via a private placement for consideration of $250,000. During the year ended December 31, 2023, the Company issued 1,247 common shares for cash under the ATM public offerings agreement for net proceeds of $939,695.
On February 21, 2024, a Convertible Debt Investor purchased an additional tranche of $1,100,000 in convertible debentures (the “Fifth Tranche Debentures”) and received 3,341,122 warrants (the “Fifth Tranche Debenture Warrants”). The Fifth Tranche Debentures and Debenture Warrants were issued with an exercise price of $0.214 and expire on August 21, 2027.
On February 21, 2024, a Convertible Debt Investor purchased an additional tranche of $1,100,000 in convertible debentures (the “Fifth Tranche Debentures”) and received 33,411 warrants (the “Fifth Tranche Debenture Warrants”). The Fifth Tranche Debentures and Debenture Warrants were issued with an exercise price of $21.40 and expire on August 21, 2027.
This refocused M&A strategy will ensure that proper personnel and economic resources are allocated to the Company’s ongoing businesses, while refocusing efforts on synergistic opportunities which work to enhance the Company’s existing assets.
The Company intends to focus any M&A activity on targets which are focused the bitcoin mining space. This refocused M&A strategy will ensure that proper personnel and economic resources are allocated to the Company’s ongoing businesses, while refocusing efforts on synergistic opportunities which work to enhance the Company’s existing assets.
The Debentures were convertible into common shares at $111.00 per share. The Convertible Debt Investors had the right to purchase additional tranches of $5,000,000 each, up to a total additional principal amount of $33,000,000. In addition, the Debenture Investors received 82,129 warrants at a strike price of $122.10, which expire on December 31, 2025 (the “First Tranche Debenture Warrants”).
The Convertible Debt Investors had the right to purchase additional tranches of $5,000,000 each, up to a total additional principal amount of $33,000,000. In addition, the Debenture Investors received 822 warrants at a strike price of $12,210.00 which expire on December 31, 2025 (the “First Tranche Debenture Warrants”).
Jolie Kahn shall report to David Welch, Chairman of the Board of Directors of the Company, who shall act as Executive Chairman until such time as a permanent Chief Executive Officer is appointed. On February 19, 2024, Margaret Honey resigned as a Director of (the “Company”) to pursue other interests.
On June 4, 2024, the Board Directors appointed Jolie Kahn as Chief Executive Officer. Jolie Kahn shall report to David Welch, Executive Chairman of the Board of Directors of the Company. On February 19, 2024, Margaret Honey resigned as a Director of (the “Company”) to pursue other interests. The resignation is not the result of any disagreement with the Company.
The license grants the rights to AgriFORCE™ in perpetuity as well as joint patent ownership rights for application in CEA. ● On May 18, 2022, the Company completed the acquisition of the food processing intellectual property of Manna Nutritional Group (Manna). ● On January 3, 2023, the Manna patent, which encompasses a process to naturally convert grain, pulses and root vegetables, resulting in low-starch, low-sugar, high-protein, fiber-rich baking flour as well as produces a natural sweetener juice, was approved by the US Patents Office and the title was transferred to the Company. ● On October 18, 2023, the Company delivered its first shipment of hydroxyl generating devices. 10 Financing On June 30, 2022, the Company entered into security purchase agreements with certain accredited investors (the “Debenture Investors”) for the purchase of $14,025,000 in convertible debentures (the “First Tranche Debentures”) due December 31, 2024.
The license grants the rights to AgriFORCE™ in perpetuity as well as joint patent ownership rights for application in CEA. ● On May 18, 2022, the Company completed the acquisition of the food processing intellectual property of Manna Nutritional Group (Manna). ● On January 3, 2023, the Manna patent, which encompasses a process to naturally convert grain, pulses and root vegetables, resulting in low-starch, low-sugar, high-protein, fiber-rich baking flour as well as produces a natural sweetener juice, was approved by the US Patents Office and the title was transferred to the Company. ● On October 18, 2023, the Company delivered its first shipment of hydroxyl generating devices. ● On February 16, 2024, the Company was granted a US patent titled “Structures for Growing Plants (to Generate Micro-Environment Conditions).
The Company is exploring opportunities to utilize its patented FORCEGH+™ structure and its related technologies in joint ventures and licensing. The Company is also studying the utilization of FORCEGH+ technologies in arctic, tropical and desert environments.
The Company is also studying the utilization of FORCEGH+ technologies in arctic, tropical and desert environments.
(8) Based on protein, fiber, and starch content figures from a nationally certified independent laboratory, as compared to standard all-purpose flour. Recent Developments Management Restructuring On July 18, 2023, the Company announced a restructuring of management. Ingo Mueller departed from his position as CEO and Chair of the Board.
(8) Based on protein, fiber, and starch content figures from a nationally certified independent laboratory, as compared to standard all-purpose flour. Recent Developments Management Restructuring On January 25, 2024, Troy McClellan , President of AgriFORCE Solutions, submitted a letter of resignation to the Company.
Operations The Company primary operating activities are in Idaho, USA and Saskatoon, Canada. The Company’s head office is located in Vancouver, Canada. Status as an Emerging Growth Company On April 5, 2012, the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, was enacted.
Status as an Emerging Growth Company On April 5, 2012, the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, was enacted.
The AgriFORCE Clean Solutions The Company’s Solutions division is charged with the commercialization of our FORCEGH+ technology and our RCS clean room systems.
In addition, the Company intends to generate immediate shareholder value through the generation of Bitcoins from the mining operation. The AgriFORCE Clean Solutions The Company’s Solutions division is charged with the commercialization of our FORCEGH+ technology and our RCS clean room systems.
The Company intends to continue development and license its technology to existing farmers in the plant based pharmaceutical, nutraceutical, and high value crop markets using its unique patented facility design and hydroponics based automated growing system that enable farmers to effectively grow crops in a sealed controlled environment (“FORCEGH+™”).
While Solutions’ legacy focus was to operate in the plant based pharmaceutical, nutraceutical, and other high value crop markets using its unique proprietary facility design and hydroponics based automated growing system that enable cultivators to effectively grow crops in a controlled environment (“FORCEGH+™”). it has changed its focus to broaden the use of its proprietary intellectual property across multiple industries.
(US) Delaware April 9, 2019 West Pender Holdings, Inc. Delaware September 1, 2018 AGI IP Co.
(US) Delaware April 9, 2019 West Pender Holdings, Inc. Delaware September 1, 2018 AGI IP Co. Nevada March 5, 2020 West Pender Consulting Company Nevada July 9, 2019 un(Think) Food Company Nevada June 20, 2022 un(Think) Food Company Canada Ltd.
Corporate Structure The Company currently has the following wholly-owned subsidiaries, which perform the following functions – AgriFORCE Investments holds the Company’s U.S. investments, West Pender Holdings retains real estate assets, West Pender Management is a management company, AGI IP holds the Company’s intellectual property in the U.S., un(Think) Food Company will manufacture food products in the U.S. and un(Think) Food Company Canada Ltd. manufactures food products in Canada: Name of Subsidiary Jurisdiction of Incorporation Date of Incorporation AgriFORCE Investments Inc.
Economic and Social Benefits The facility’s operations are expected to generate meaningful economic benefits for Ohio, including: ● Job Creation: The project will create new opportunities in advanced technology and sustainable agriculture, addressing workforce development needs in the region. ● Enhanced Food Security: By implementing agricultural practices that produce nutrient-rich crops, AgriFORCE will contribute to addressing food insecurity challenges in Ohio, where over 14% of households face such issues. 10 Corporate Structure The Company currently has the following wholly-owned subsidiaries, which perform the following functions – AgriFORCE Investments and its subsidiary, Radical Technologies, Ltd. holds the Company’s U.S. investments, West Pender Holdings retains real estate assets, West Pender Management is a management company, AGI IP holds the Company’s intellectual property in the U.S., un(Think) Food Company will manufacture food products in the U.S. and un(Think) Food Company Canada Ltd. manufactures food products in Canada: Name of Subsidiary Jurisdiction of Incorporation Date of Incorporation AgriFORCE Investments Inc.
The first products were delivered in October 2023 pursuant to purchase orders for the products. The Company will continue to expand sales into Mexico through its distributor, Commercializadora DESICO. Based on its sale into the poultry industry in Mexico, the Company is expanding its distribution of its Clean System solutions into other Latin American markets and the United States.
The first products were delivered in October 2023 pursuant to purchase orders for the products. During 2024, the Company completed delivery of its second generation AgriFORCE/RCS hydroxyl generating devices to the Mexican market through its distribution agreement. The Company will continue to expand sales into Mexico through its distributor, Commercializadora DESICO.
The Company will identify and establish exclusive distribution agreement for the EMEA region as well Expand Distribution Network into Latin America and Asia. The Company will also advance on the commercialization of our Hydroxyl clean room systems to greatly reduce the spread of pathogens, mold and disease at processing facilities worldwide.
The Company will also advance on the commercialization of our Hydroxyl clean room systems to greatly reduce the spread of pathogens, mold and disease at processing facilities worldwide. The Company is exploring opportunities to utilize its patented FORCEGH+™ structure and its related technologies in joint ventures and licensing.
AgriFORCE™ Brands UN(THINK)™ Foods The Company purchased Intellectual Property (“IP”) from Manna Nutritional Group, LLC (“Manna”), a privately held firm based in Boise, Idaho on September 10, 2021. The IP encompasses a granted patent to naturally process and convert grain, pulses and root vegetables, resulting in low-starch, low-sugar, high-protein, fiber-rich baking flour as well as produces a natural sweetener juice.
The IP encompasses a granted patent to naturally process and convert grain, pulses and root vegetables, resulting in low-starch, low-sugar, high-protein, fiber-rich baking flour as well as produces a natural sweetener juice. The core process is covered under Patent Nr. 11,540,538 in the U.S. and key international markets.
The Company continues to develop its solution for fruits and vegetables focusing on the integration of its current structure with a new form of vertical grow technology. BUSINESS PLAN The Company will launch a full line up of Hydroxyl Devices and start commercializing the Hydroxyl Devises into the US market of CEA and Food Manufacturing.
BUSINESS PLAN The Company will launch a full line up of Hydroxyl Devices and start commercializing the Hydroxyl Devises into international markets including the US market of CEA and Food Manufacturing. The Company will identify and establish exclusive distribution agreement for the EMEA region as well Expand Distribution Network into Latin America and Asia.
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We believe that this goal is best achieved by using our proprietary IP for solutions in the agricultural industry as well as seeking development of new IP to both enhance the technology which we already retain in house as well as development of new technologies which can increase our footprint in the Ag-Tech space with expansion into other areas which have ESG ramifications.
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Most recently, the Company has entered into the sustainable Bitcoin mining industry and has completed two acquisitions since late November 2024 pursuant to which the Company now owns and operates three Bitcoin mining facilities, one in Alberta, Canada and two in Ohio, for a total of 1120 BITMAIN Antminer S19j units.
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The core process is covered under Patent Nr. 11,540,538 in the U.S. and key international markets.
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The Company is an innovative sustainable technology focused company that strives to innovate and deliver sustainable technology solutions across a wide array of verticals utilization of our proprietary intellectual property to businesses and enterprises through our AgriFORCE™ Solutions division (“Solutions”) and deliver innovative flour products through our AgriFORCE™ Brands division (“Brands”).
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The Company has designed FORCEGH+™ facilities to produce crops in virtually any environmental condition and to optimize crop yields to as near their full genetic potential possible while substantially eliminating the need for the use of pesticides, fungicides and/or irradiation.
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To this end, we announce the next phase of our transition, highlighted by the intended integration of Bitcoin mining solutions and the ancillary environmental and power-generation benefits that result from engaging in that business.
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(8) BCI Labs, Gainesville Florida, February 2022; and various institutional studies.
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We recognize the potential of Bitcoin and other digital currencies in facilitating sustainable financial transactions and intend to utilize 10-20% of our future capital raised to purchase and hold Bitcoin.
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The Company intends to focus any M& A activity to targets which are focused in the Ag-Tech space with emphasis on businesses which can also increase our ESG footprint.
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In the third quarter of 2024, the Company bought the assets of the Radical Clean Solutions (“RCS”) business for which it had bought an exclusive license to the agricultural industry in 2023. During 2023, the Company launched its UN(THINK) Awakened Flour™, which is a nutritious flour that we believe provides health advantages over traditional flour.
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As a result of this refocus of the M&A strategy, the following formerly considered acquisition opportunities are no longer being considered by the Company: Delphy Groep BV Acquisition ● On February 10, 2022, the Company signed a definitive share purchase agreement (the “Delphy Agreement”) to acquire Delphy, a Netherlands-based Ag-Tech consultancy firm, for €23.5 million through a combination of cash and stock. ● On May 25, 2023, the parties mutually terminated the share purchase agreement after extensive due diligence, an evaluation of the historical and projected financial information, potential for impairment risk as well as current market conditions.
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For instance, the Company through its RCS purchase is not able to utilize that technology to deliver solutions across multiple industries, including not only agriculture, but other industries including hospitality, commercial applications, education institutions, residential real estate and transportation. Brands is focused on the development and commercialization of plant-based ingredients and products that deliver healthier and more nutritious solutions.
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Deroose Plants NV Binding Letter of Intent ● On February 23, 2022, the Company signed a binding letter of intent (the “Deroose LOI”) with Deroose Plants NV (“Deroose”). ● The Deroose LOI was subject to completion of standard due diligence and entry into a definitive purchase agreement. ● The Company is no longer pursuing this acquisition opportunity. 9 Stronghold Land Acquisition ● On August 30, 2022, the Company entered into a Purchase and Sale Agreement (“PSA”) with Stronghold Power Systems, Inc.
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We strive to market and commercialize both branded consumer product offerings and ingredient supply. AgriFORCE™ Brands UN(THINK)™ Foods The Company purchased Intellectual Property (“IP”) from Manna Nutritional Group, LLC (“Manna”), a privately held firm based in Boise, Idaho on September 10, 2021.
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(“Stronghold”) to purchase approximately 34 acres of land in Coachella California. ● As at March 31, 2023 the prefunded warrants issued were rescinded and the warrants were rendered null and void as the Company presented termination notice to Stronghold. ● On October 12, 2023, the Company was served a complaint filed in the Superior Court of California from Stronghold for breach of contract in relation to the PSA.
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The Company is pursuing a strategic shift towards the advancement of sustainable technology initiatives through the acquisition of Bitcoin mining facilities. The Company plans to reduce the environmental impact of the Bitcoin mining facilities while simultaneously producing revenue from high yield agricultural operations.
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The Company denies any liability, other than what is already recorded in the financial statements and will vigorously defend the claims made against the Company.
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By utilizing an integrated and automated onsite carbon sequestering agricultural operation to reuse the waste energy from the natural gas generators used in the Bitcoin mining operation, the Company aims to reduce carbon emissions while also contributing to local food security and economic growth.
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Berry People LLC Binding Letter of Intent ● On January 24, the Company announced it has entered a binding letter of intent (“BP LOI”) to acquire Berry People LLC, (“Berry People”). ● The Company is no longer pursuing this acquisition opportunity.
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On August 16, 2024, the Company completed the acquisition of 86% of the common shares of Radical Clean Solutions, Inc. (“RCS”), increasing its interest from 14% to 100%, and providing the Company control over RCS. RCS became a consolidated subsidiary of the Company on this date.
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Nevada March 5, 2020 West Pender Consulting Company* Nevada July 9, 2019 un(Think) Food Company Nevada June 20, 2022 un(Think) Food Company Canada Ltd.** British Columbia December 4, 2019 AgriFORCE Europe BV*** Belgium March 29, 2023 AgriFORCE Belgium BV*** Belgium March 29, 2023 GrowForce BV*** Belgium June 19, 2023 AgriFORCE (Barbados) Ltd.*** Barbados October 14, 2022 * West Pender Consulting Company changed its name from West Pender Management Co. on August 1, 2022. ** un(Think) Food Company Canada Ltd. changed its name from Daybreak AG Systems Ltd. on August 19, 2022. *** Entities have no activity and are in the process of being dissolved.
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Based on its sale into the poultry industry in Mexico, the Company is expanding its distribution of its Clean System solutions into other Latin American markets and the United States. (8) BCI Labs, Gainesville Florida, February 2022; and various institutional studies.
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Richard Wong was concurrently appointed as interim CEO, and David Welch and John Meekison each assumed the role of Co-Chair of the Board. Ingo Mueller served as a director of the Company until the shareholder meeting dated September 27, 2023 at which time he was not re-elected and ceased to serve as a director.
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As a result of this refocus of the M&A strategy, the following formerly considered acquisition opportunities are no longer being considered by the Company: Sustainable Bitcoin Mining As of the fourth quarter of 2024, the Company has entered into the sustainable Bitcoin mining industry and has completed two acquisitions since late November 2024 pursuant to which the Company now owns and operates three Bitcoin mining facilities, one in Alberta, Canada and two in Ohio, for a total of 1120 BITMAIN Antminer S19j units.
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On November 10, 2023, David Welch was appointed Board Chair. The Company is currently evaluating options regarding the appointment of a fulltime CEO. On January 25, 2024, Troy McClellan , President of AgriFORCE Solutions, submitted a letter of resignation to the Company.
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The facility is powered by sustainable energy, advancing AgriFORCE’s mission to integrate innovative technologies that promote environmental stewardship while generating significant financial returns. The Company is proud to announce the launch of sustainable agricultural operations at its newly acquired Bitcoin mining facility in Sturgeon County, Alberta, Canada.
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The resignation is not the result of any disagreement with the Company. 14 Employees As of April 1, 2024, the Company has seven (7) employees and three (3) consultants /contractors. The Company also relies on consultants and contractors to conduct its operations. The Company anticipates that it will be hiring additional employees to support its planned activities.
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By harnessing the excess heat and carbon emissions from Bitcoin mining, AgriFORCE is pioneering a novel approach to promote agricultural productivity while reducing environmental impact. 9 As we approach a key milestone in the progression of our growth strategy it is important to clarify how our adoption of an innovative combination of technologies will reduce the environmental impact of data centers while simultaneously producing revenue from high yield agricultural operations.
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Upon closing we intend to utilize our new data center to leverage energy generated from flare natural gas-powered operations to increase the environmental mitigation and revenue potential of our integrated cogeneration site.
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Located in Alberta, Canada, at the site of the intended acquisition, we will be testing an integrated and automated onsite carbon sequestering agricultural operation which will reuse the waste energy from the onsite natural gas generator. By adopting this integrated approach, we’re able to reduce our carbon emissions while also contributing to local food security and economic growth.
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While benefiting from Alberta’s strong incentive programs, i.e., the Alberta Carbon Capture Incentive Program, the Company hopes to reuse waste resources to produce profit from cryptocurrency mining, Alberta carbon credits for carbon sequestration and methane reduction, and the sale of premium crops.
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Upon completion of the acquisition, the Company’s process will capture natural gas flares to generate significant low-cost energy to operate the cryptocurrency mining rigs.
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The new facility, and any facilities that the Company may acquire moving forward, will capture and redirect heat from miners and the generator to warm an enclosure suitable for growing white-legged shrimp (Penaeus Vannamei), and controlled environment agriculture .
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The facility will then be utilized to produce a continuous supply of fresh shrimp, red seaweed and micro-greens for local markets and restaurants. Micro-greens are a fast-growing, nutrient-dense crop that requires relatively little space and water to produce commercial yields, while significantly reducing greenhouse gas emissions.
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The facility, powered by an on-site generator, utilizing flared gas, integrates carbon capture and heat reuse technologies to support the cultivation of premium crops and aquaculture. Targeted products include white-legged shrimp, nutrient-dense micro-greens, and high-demand red seaweed—key contributors to food security and economic development in the region.
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These sustainable practices are designed to offset the greenhouse gas emissions associated with high-energy Bitcoin mining, demonstrating a model for future growth. On November 28, 2024, AgriForce Growing Systems, Ltd. (the “Company”) entered into an agreement with Rivogenix Energy Corp. to acquire and consummated the acquisition of various assets which comprise a bitcoin mining facility in Sturgeon County, Alberta, Canada.
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The assets were acquired for $1.5 million in cash from the Company’s own available cashflow and are comprised of a data center and approximately 130 bitcoin miners. On January 17, 2025, AgriForce Growing Systems, Ltd. (the “Company”) purchased assets comprising a five MW Bitcoin mining facility (on two sites) in Columbiana County Ohio (the “Facility”) from Bald Eagle County, LLC.
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The asset purchase price (including purchase of an option to purchase the Facility) was $4.55 million.
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The assets purchased consist of following assets, inter alia : Nine hundred (900) S-19 J Pro BITMAIN Antminers, transformers necessary to operate the Facility, five (5) custom 40 ft Crypto Canman housing containers including 5 power distribution boxes, one Caterpillar trailer mounted standby generator, one Doosan trailer mounted generator set, eight shipping containers and five 1 MW natural gas generator power plants.
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The Company also received assignment of power purchase agreements to purchase gas at $0.04 per kWh and access leases to the realty underlying the Facility. This acquisition is a pivotal step in AgriFORCE’s commitment to integrating sustainable energy solutions, advanced data operations, and innovative agricultural initiatives to create long-term value for shareholders.
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Powered by 5 MW of natural gas energy, the facility is currently operational with over 900 bitcoin mining units and has the capacity to scale up to 1,200 units. Utilizing energy derived from flare natural gas, the facility not only generates consistent revenue but also minimizes its environmental footprint.
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Plans are in place to enhance operations by repurposing waste heat and implementing carbon capture technology, enabling diversified revenue streams through sustainable agricultural practices, such as premium crop cultivation and aquaculture systems. Currently all mined assets are held and we have no intention to sell unless the Company requires the cash for maintaining operations.
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The Company is in the process of developing a written policy to govern the cold-storage and liquidation process for selling and borrowing using our bitcoin assets. As of now, the Company holds all of its bitcoin in a BitGo wallet.
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There is limited risk in volatility at present in bitcoin pricing due to our policy of holding bitcoin for the long term. We have not sold any Bitcoin as of the date of this filing. We have an agreement with Bitgo to hold out Bitcoin in cold storage with instantaneous liquidity available. They will also act as our exchange.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

23 edited+119 added−2 removed159 unchanged
Biggest changeThere is no assurance that the revenue generated from its operations, and if those revenues, when and if generated, will be sufficient to sustain operations, nonetheless achieve profitability. There is no assurance that the Company’s FORCEGH+™ facilities will operate as intended. The Company’s initial state of its business operations will be to construct and deploy and license its initial FORCEGH+.
Biggest changeThe commercial or operating viability of the Company’s business plans have not been proven. There is no assurance that the revenue generated from its operations, and if those revenues, when and if generated, will be sufficient to sustain operations, nonetheless achieve profitability. There is no assurance that the Company’s FORCEGH+™ facilities will operate as intended.
The risks and uncertainties that we face with respect to intellectual property rights principally include the following: ● Provisional protection may not result in full patents being granted, and any full patent applications that we file may not result in issued patents or may take longer than expected to result in issued patents; ● we may be subject to interference proceedings; ● other companies may claim that patents applied for by, assigned or licensed to, us infringe upon their own intellectual property rights; ● we may be subject to trademark opposition proceedings in the U.S. and in foreign countries; 18 ● any patents that are issued to us may not provide meaningful protection; ● we may not be able to develop additional proprietary technologies that are patentable; ● other companies may challenge patents licensed or issued to us as invalid, unenforceable or not infringed; ● other companies may independently develop similar or alternative technologies, or duplicate our technologies; ● other companies may design around technologies that we have licensed or developed; ● any patents issued to us may expire and competitors may utilize the technology found in such patents to commercialize their own products; and ● enforcement of patents is complex, uncertain and expensive.
The risks and uncertainties that we face with respect to intellectual property rights principally include the following: ● Provisional protection may not result in full patents being granted, and any full patent applications that we file may not result in issued patents or may take longer than expected to result in issued patents; ● we may be subject to interference proceedings; ● other companies may claim that patents applied for by, assigned or licensed to, us infringe upon their own intellectual property rights; ● we may be subject to trademark opposition proceedings in the U.S. and in foreign countries; 27 ● any patents that are issued to us may not provide meaningful protection; ● we may not be able to develop additional proprietary technologies that are patentable; ● other companies may challenge patents licensed or issued to us as invalid, unenforceable or not infringed; ● other companies may independently develop similar or alternative technologies, or duplicate our technologies; ● other companies may design around technologies that we have licensed or developed; ● any patents issued to us may expire and competitors may utilize the technology found in such patents to commercialize their own products; and ● enforcement of patents is complex, uncertain and expensive.
Regardless of whether claims that we are infringing patents or other intellectual property rights have any merit, these claims are time-consuming and costly to evaluate and defend and could: ● adversely affect relationships with future clients; ● cause delays or stoppages in providing products; ● divert management’s attention and resources; ● require technology changes to our platform that would cause our Company to incur substantial cost; ● subject us to significant liabilities; and ● require us to cease some or all business activities. 19 In addition to liability for monetary damages, which may be tripled and may include attorneys’ fees, or, in some circumstances, damages against clients, we may be prohibited from developing, commercializing, or continuing to provide some or all of our products unless we obtain licenses from, and pay royalties to, the holders of the patents or other intellectual property rights, which may not be available on commercially favorable terms, or at all.
Regardless of whether claims that we are infringing patents or other intellectual property rights have any merit, these claims are time-consuming and costly to evaluate and defend and could: ● adversely affect relationships with future clients; ● cause delays or stoppages in providing products; ● divert management’s attention and resources; ● require technology changes to our platform that would cause our Company to incur substantial cost; ● subject us to significant liabilities; and ● require us to cease some or all business activities. 28 In addition to liability for monetary damages, which may be tripled and may include attorneys’ fees, or, in some circumstances, damages against clients, we may be prohibited from developing, commercializing, or continuing to provide some or all of our products unless we obtain licenses from, and pay royalties to, the holders of the patents or other intellectual property rights, which may not be available on commercially favorable terms, or at all.
Many of our competitions may have established brands, more experience and competency in the industry, larger fulfillment infrastructure, significantly more marketing and other financial resources, and larger customers bases than we do. These factors may allow our competitions to achieve greater net sales and profits.
Many of our competitions may have established brands, more experience and competency in the industry, larger fulfillment infrastructure, significantly more marketing and other financial resources, and larger customers bases than we do. These factors may allow our competitors to achieve greater net sales and profits.
Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common shares, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price. 27 If research analysts do not publish research about our business or if they issue unfavorable commentary or downgrade our common shares or Series A Warrants, our securities’ price and trading volume could decline.
Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common shares, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price. 36 If research analysts do not publish research about our business or if they issue unfavorable commentary or downgrade our common shares or Series A Warrants, our securities’ price and trading volume could decline.
Under the national security regime in the Investment Canada Act , the federal government may undertake a discretionary review of a broader range of investments by a non-Canadian to determine whether such an investment by a non-Canadian could be “injurious to national security.” Review on national security grounds is at the discretion of the federal government and may occur on a pre- or post-closing basis. 24 Furthermore, limitations on the ability to acquire and hold our common shares may be imposed by the Competition Act (Canada).
Under the national security regime in the Investment Canada Act , the federal government may undertake a discretionary review of a broader range of investments by a non-Canadian to determine whether such an investment by a non-Canadian could be “injurious to national security.” Review on national security grounds is at the discretion of the federal government and may occur on a pre- or post-closing basis. 33 Furthermore, limitations on the ability to acquire and hold our common shares may be imposed by the Competition Act (Canada).
This provision is likely enforceable as requirements regarding bringing securities claims have been met, but it may have the overall effect of discouraging litigation due to the circumstances described herein. 28 We do not currently intend to pay dividends on our common shares in the foreseeable future, and consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common shares.
This provision is likely enforceable as requirements regarding bringing securities claims have been met, but it may have the overall effect of discouraging litigation due to the circumstances described herein. 37 We do not currently intend to pay dividends on our common shares in the foreseeable future, and consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common shares.
These factors could also make it more difficult for us to attract and retain qualified members of our Board of Directors, particularly to serve on its audit committee and compensation committee, and qualified executive officers. 25 The market price of our common shares and Series A Warrants may be volatile, and you may not be able to resell your common shares and Series A Warrants at or above the acquisition price.
These factors could also make it more difficult for us to attract and retain qualified members of our Board of Directors, particularly to serve on its audit committee and compensation committee, and qualified executive officers. 34 The market price of our common shares and Series A Warrants may be volatile, and you may not be able to resell your common shares and Series A Warrants at or above the acquisition price.
Such litigation, if instituted, could result in substantial costs and diversion of management attention and resources, which could significantly harm our business operations and reputation. 26 As an “emerging growth company” under applicable law, we will be subject to lessened disclosure requirements, which could leave our shareholders without information or rights available to shareholders of more mature companies.
Such litigation, if instituted, could result in substantial costs and diversion of management attention and resources, which could significantly harm our business operations and reputation. 35 As an “emerging growth company” under applicable law, we will be subject to lessened disclosure requirements, which could leave our shareholders without information or rights available to shareholders of more mature companies.
However, there is no assurance that this financing will be available at favorable terms, if at all, when required, given the Company’s small asset base and current lack of revenue. The Company had negative cash flow for the year ended December 31, 2023. The Company had negative cash flows from operating activities for year ended December 31, 2023.
However, there is no assurance that this financing will be available at favorable terms, if at all, when required, given the Company’s small asset base and current lack of revenue. The Company had negative cash flow for the year ended December 31, 2024. The Company had negative cash flows from operating activities for year ended December 31, 2024.
If we decide to hedge our foreign currency exchange rate exposure, we may not be able to hedge effectively due to lack of experience, unreasonable costs or illiquid markets. 16 The Company will require additional financing and there is no assurance that additional financing will be available when required.
If we decide to hedge our foreign currency exchange rate exposure, we may not be able to hedge effectively due to lack of experience, unreasonable costs or illiquid markets. 25 The Company will require additional financing and there is no assurance that additional financing will be available when required.
These factors included: (i) a sustained decrease in our share price in 2023, which reduced our market capitalization below the book value of net assets; (ii) lack of financing raised during 2023 due to the economic environment (iii) delays in the launch of the sale of our UN(THINK) flour.
These factors included: (i) a sustained decrease in our share price in 2024, which reduced our market capitalization below the book value of net assets; (ii) lack of financing raised during 2024 due to the economic environment; (iii) delays in the launch of the sale of our UN(THINK) flour.
As cyber threats continue to evolve, the Company may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities. 23 The Company’s officers and directors may be engaged in a range of business activities resulting in conflicts of interest.
As cyber threats continue to evolve, the Company may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities. 32 The Company’s officers and directors may be engaged in a range of business activities resulting in conflicts of interest.
While there was no single determinative event or factor, the consideration in totality of several factors that developed during the fourth quarter of 2023 led us to conclude that it was possible that the fair value of our intangible asset was below their carrying amounts.
While there was no single determinative event or factor, the consideration in totality of several factors that developed during the fourth quarter of 2024 led us to conclude that it was possible that the fair value of our intangible asset was below their carrying amounts.
If the Company is unable to achieve and sustain profitability, the market price of our securities may significantly decrease. 17 There is no assurance the Company will be able to repatriate or distribute funds for investment from the United States to Canada or elsewhere.
If the Company is unable to achieve and sustain profitability, the market price of our securities may significantly decrease. 26 There is no assurance the Company will be able to repatriate or distribute funds for investment from the United States to Canada or elsewhere.
In addition, we may have to expend resources to protect our interests from possible infringement by others. 21 We have a limited operating history on which to judge our business prospects and management. Our company was incorporated and commenced operations in 2017.
In addition, we may have to expend resources to protect our interests from possible infringement by others. 30 We have a limited operating history on which to judge our business prospects and management. Our company was incorporated and commenced operations in 2017.
The Company does not maintain key person life insurance policies on any of the Company’s employees. 22 The size of the Company’s initial target market is difficult to quantify and investors will be reliant on their own estimates on the accuracy of market data.
The Company does not maintain key person life insurance policies on any of the Company’s employees. 31 The size of the Company’s initial target market is difficult to quantify and investors will be reliant on their own estimates on the accuracy of market data.
Failure to receive, inability to protect, or expiration of our patents would adversely affect our business and operations. 20 Patents issued or licensed to us may be infringed by the products or processes of others.
Failure to receive, inability to protect, or expiration of our patents would adversely affect our business and operations. 29 Patents issued or licensed to us may be infringed by the products or processes of others.
Specifically, commencing on the date of issuance, holders of the Series A Warrants may exercise their right to acquire the common shares and pay an exercise price of $300 per share (exercising 50 warrants at $6 per warrant to receive one common share), prior to three years from the date of issuance, after which date any unexercised Series A Warrants will expire and have no further value.
Specifically, commencing on the date of issuance, holders of the Series A Warrants may exercise their right to acquire the common shares and pay an exercise price of $30,000 per share (exercising 50 warrants at $600 per warrant to receive one common share), prior to three years from the date of issuance, after which date any unexercised Series A Warrants will expire and have no further value.
Item 1A. Risk Factors Risks Relating to the Company’s Business The Company is an early stage company with little operating history, a history of losses and the Company cannot assure profitability. The Company currently has little revenues and does not have any significant history of revenue generating operations.
Item 1A. Risk Factors Risks Relating to the Company’s Business The Company is an early stage company with little operating history, a history of losses and the Company cannot assure profitability. The Company currently has little revenues and does not have any significant history of revenue generating operations. The Company has experience recurring net losses since its inception.
Accordingly, this component of the Company’s business plan is subject to considerable risks, including: ● the quality of product from the co-manufacturing may not be sufficient. ● the cost from co-manufacturing may be greater than anticipated. ● the demand for the products may not be as high as predicted. ● the pricing of the products may deter potential buyers and may not cover the cost of production. ● the brand may not attract sufficient volume. ● the quality of product from the co-manufacturing may not be sufficient.
Accordingly, this component of the Company’s business plan is subject to considerable risks, including: ● the quality of product from the co-manufacturing may not be sufficient. ● the cost from co-manufacturing may be greater than anticipated. ● the demand for the products may not be as high as predicted. ● the pricing of the products may deter potential buyers and may not cover the cost of production. ● the brand may not attract sufficient volume. ● the quality of product from the co-manufacturing may not be sufficient. 17 There is no assurance that Bitcoin mining operations will operate as intended.
As reflected in the financial statements, the Company had an accumulated deficit of approximately $44.5 million at December 31, 2023, a net loss of approximately $11.7 million, and approximately $6.5 million of net cash used in operating activities for the year ended December 31, 2023.
As reflected in the financial statements, the Company had an accumulated deficit of approximately $60.8 million at December 31, 2024, a net loss of approximately $16.3 million, and approximately $5.3 million of net cash used in operating activities for the year ended December 31, 2024.
Impairments of the carrying amounts of intangible asset could negatively affect our financial condition and results of operations. Our intangible asset balance consists of our patented process to develop germinated whole grain wheat flour.
Impairments of the carrying amounts of intangible asset could negatively affect our financial condition and results of operations. Our intangible asset balance consists of our patented process to develop germinated whole grain wheat flour, and hydroxyl generation systems, including the associated R&D, trademark, brand logo, web domain, customer list, device firmware and software, and product blue prints.
Removed
The Company has been involved in the design and development of its CEA FORCEGH+™ facility, acquisition, the sales and development of Hydroxyl generating devices and advancement of the UN(THINK)™ foods IP, product base, and transacting with potential revenue generating acquirees.
Added
The Company’s initial state of its business operations will be to construct and deploy and license its initial FORCEGH+.
Removed
While the Company has invested considerably in these business plans, no FORCEGH+™ facility has been constructed to date, the Company has not generated revenue from UN(THINK)™, nor has the Company completed any acquisition of revenue generating companies. The commercial or operating viability of the Company’s business plans have not been proven.
Added
Bitcoin prices are highly volatile, which may affect our ability to effectively manage growth plans and our profitability. The price of bitcoin is extremely volatile.
Added
The cost to mine a bitcoin is independent of the then current price of bitcoin, so when prices are low, the cost per coin to mine may consume much of our available cash, which means that there is less capital with which to invest in future company growth.
Added
Similarly, when prices are low, our profitability is decreased on a dollar-for-dollar basis correlated to the then price of bitcoin. Given the volatility of bitcoin, these factors render us unable to accurately predict in advance what our growth plans may be and accurately forecast any revenue and profitability projections for any reporting period.
Added
The price of bitcoin may be influenced by regulatory, commercial, and technical factors that are highly uncertain. Bitcoin and other digital assets are relatively novel and are subject to various risks and uncertainties that may adversely impact their price.
Added
For example, the application of securities laws and other regulations to such assets is unclear in certain respects, and it is possible that regulators in the United States or foreign countries may create new regulations or interpret laws in a manner that adversely affects the price of bitcoin.
Added
The growth of the digital assets industry in general, and the use and acceptance of bitcoin in particular, may also impact the price of bitcoin and is subject to a high degree of uncertainty.
Added
The pace of worldwide growth in the adoption and use of bitcoin could depend on the following: ● public familiarity with digital assets; ● ease of buying and accessing bitcoin; ● institutional demand for bitcoin as an investment asset; ● consumer demand for bitcoin as a means of payment; and ● the availability and popularity of alternatives to bitcoin.
Added
Even if growth in bitcoin adoption occurs in the near or medium-term, there is no assurance that bitcoin usage will continue to grow over the long-term. Because bitcoin has no physical existence beyond the record of transactions on the Bitcoin blockchain, a variety of technical factors related to the Bitcoin blockchain could also impact the price of bitcoin.
Added
For example, malicious attacks by “miners” who validate bitcoin transactions, inadequate mining fees to incentivize validating of bitcoin transactions, “hard forks” of the Bitcoin blockchain, and advances in quantum computing could undercut the integrity of the Bitcoin blockchain and negatively affect the price of bitcoin.
Added
The liquidity of bitcoin may also be reduced and damage to the public perception of bitcoin may occur, if financial institutions were to deny banking services to businesses that hold bitcoin, provide bitcoin-related services or accept bitcoin as payment, which could also decrease the price of bitcoin.
Added
Fluctuations in the price of bitcoin may significantly influence the market price of our bitcoin holdings and therefore, the price of our common stock.
Added
To the extent investors view the value of our common stock as linked to the value or change in the value of our bitcoin, fluctuations in the price of bitcoin may significantly influence the market price of our common stock.
Added
If we fail to grow our hash rate, we may be unable to compete, and our results of operations could suffer.
Added
Generally, a bitcoin miner’s chance of solving a block on the Bitcoin blockchain and earning a bitcoin reward is a function of the miner’s hash rate (i.e., the amount of computing power devoted to supporting the Bitcoin blockchain), relative to the global network hash rate.
Added
As greater adoption of Bitcoin occurs, we expect the demand for Bitcoin will increase further, drawing more mining companies into the industry and thereby increasing the global network hash rate.
Added
As new and more powerful miners are deployed, the global network hash rate will continue to increase, meaning a miner’s chance of earning bitcoin rewards will decline unless it deploys additional hash rate at pace with the industry. 18 Accordingly, to maintain our chances of earning new bitcoin rewards and remaining competitive in our industry, we must seek to continually add new miners to grow our hash rate at pace with the growth in the Bitcoin global network hash rate.
Added
However, as demand has increased and scarcity in the supply of new miners has resulted, the price of new miners has increased sharply, and we expect this process to continue in the future as demand for bitcoin increases.
Added
Therefore, if the price of bitcoin is not sufficiently high to allow us to fund our hash rate growth through new miner acquisitions and if we are otherwise unable to access additional capital to acquire these miners, our hash rate may stagnate and we may fall behind our competitors.
Added
If this happens, our chances of earning new bitcoin rewards would decline and, as such, our results of operations and financial condition may suffer.
Added
Geopolitical or economic crises may create increased uncertainty and price changes, or motivate large-scale sales of digital assets, which could result in a reduction in some or all digital assets’ values and adversely affect an investment in our securities.
Added
As an alternative to fiat currencies that are backed by central governments, digital assets such as bitcoin, which are relatively new, are subject to supply and demand forces based upon the desirability of an alternative, decentralized means of buying and selling goods and services. It is unclear how such supply and demand will be impacted by geopolitical events.
Added
Nevertheless, geopolitical or economic crises may motivate large-scale acquisitions or sales of digital assets either globally or locally. Large-scale sales of digital assets would result in a reduction in their value and could adversely affect an investment in our securities. In addition, we are subject to price volatility and uncertainty due to geopolitical crises and economic downturns.
Added
Such geopolitical crises and global economic downturns may be a result of invasion, or possible invasion, by one nation of another, leading to increased inflation and supply chain volatility. Such crises, as well as inflation, will likely continue to have an effect on our ability to do business in a cost-effective manner.
Added
The sale of our digital assets to pay expenses at a time of low digital asset prices could adversely affect an investment in our securities. We may sell our digital assets to pay expenses on an as-needed basis, irrespective of then-current prices.
Added
Consequently, our digital assets may be sold at a time when the prices on the respective digital asset exchange market are low, which could adversely affect an investment in our securities.
Added
The development and acceptance of digital asset networks and other digital assets, which represent a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of digital asset systems may adversely affect an investment in our securities.
Added
Digital assets such as bitcoin, that may be used, among other things, to buy and sell goods and services are a new and rapidly evolving industry. The growth of the digital asset industry in general, and the digital asset networks of bitcoin in particular, are highly uncertain.
Added
The factors affecting the further development of the digital asset industry, as well as the digital asset networks, include: ● continued worldwide growth in the adoption and use of bitcoins and other digital assets; ● government and quasi-government regulation of bitcoins and other digital assets and their use, or restrictions on or regulation of access to and operation of the digital asset network or similar digital assets systems; ● the maintenance and development of the open-source software protocol of the Bitcoin network; ● changes in consumer demographics and public tastes and preferences; ● the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies; ● general economic conditions and the regulatory environment relating to digital assets; ● the impact of regulators focusing on digital assets and digital securities and the costs associated with such regulatory oversight; and ● a decline in the popularity or acceptance of the digital asset networks of bitcoin, or similar digital asset systems, could adversely affect an investment in our securities. 19 The open-source structure of the Bitcoin network protocol means the contributors to the protocol are generally not directly compensated for their contributions in maintaining and developing the protocol.
Added
A failure to properly monitor and upgrade the protocol could damage the Bitcoin network and an investment in our securities.
Added
Digital asset networks are open-source projects and, although there is an influential group of leaders in, for example, the Bitcoin network community known as the “Core Developers,” there is no official developer or group of developers that formally controls the Bitcoin network. As an open-source project, Bitcoin is not represented by an official organization or authority.
Added
The Bitcoin network protocol is not sold and contributors are generally not compensated for maintaining and updating the Bitcoin network protocol.
Added
The lack of guaranteed financial incentive for contributors to maintain or develop the Bitcoin network and the lack of guaranteed resources to adequately address emerging issues with the Bitcoin network may reduce incentives to address the issues adequately or in a timely manner.
Added
Changes to a digital asset network in which we are directing our mining efforts may adversely affect an investment in our securities.
Added
The acceptance of digital asset network software patches or upgrades by a significant, but not overwhelming, percentage of the users and miners in any digital asset network could result in a “fork” in the respective blockchain, resulting in the operation of two separate networks until such time as the forked blockchains are merged.
Added
The temporary or permanent existence of forked blockchains could adversely impact an investment in our securities. Due to Bitcoin’s open-source project, any individual can download the Bitcoin network software and make any desired modifications, which are proposed to users and miners on the Bitcoin network through software downloads and upgrades, and typically posted to the Bitcoin development forum on GitHub.com.
Added
A substantial majority of miners and Bitcoin users must consent to those software modifications by downloading the altered software or upgrade that implements the changes. If not, the changes do not become a part of the Bitcoin network.
Added
Since the Bitcoin network’s inception, changes to the Bitcoin network have been accepted by the vast majority of users and miners, ensuring that the Bitcoin network remains a coherent economic system.
Added
However, a developer or group of developers could potentially propose a modification to the Bitcoin network that is not accepted by a vast majority of miners and users, but that is nonetheless accepted by a substantial population of participants in the Bitcoin network.
Added
In such a case, and if the modification is material and/or not backwards compatible with the prior version of Bitcoin network software, a fork in the blockchain could develop and two separate Bitcoin networks could result with one running the pre-modification software program and the other running the modified version (i.e., a second “Bitcoin” network).
Added
Such a fork in the blockchain is typically addressed by community-led efforts to merge the forked blockchains, and several prior forks have been so merged. This kind of split in the Bitcoin network could materially and adversely impact an investment in our securities and harm the sustainability of the Bitcoin network’s economy.
Added
As the number of digital assets awarded for solving a block in the blockchain decreases, the incentive for miners to continue to contribute processing power to the respective digital asset network will transition from a set reward to transaction fees.
Added
Either the requirement from miners of higher transaction fees in exchange for recording transactions in the blockchain or a software upgrade that automatically charges fees for all transactions may decrease demand for digital assets and prevent the expansion of the digital asset networks to retail merchants and commercial businesses, resulting in a reduction in the price of digital assets that could adversely impact an investment in our securities.
Added
In order to incentivize miners to continue to contribute processing power to any digital asset network, such network may either formally or informally transition from a set reward to transaction fees earned upon solving for a block.
Added
This transition could be accomplished either by miners independently electing to record in the blocks they solve only those transactions that include payment of a transaction fee or by the digital asset network adopting software upgrades that require the payment of a minimum transaction fee for all transactions.
Added
If transaction fees paid for digital asset transactions become too high, the marketplace may be reluctant to accept digital assets as a means of payment and existing users may be motivated to switch from one digital asset to another digital asset or back to fiat currency.
Added
Decreased use and demand for bitcoins that we have accumulated may adversely affect its value and may adversely impact an investment in it. 20 To the extent that any miners cease to record transactions in solved blocks, transactions that do not include the payment of a transaction fee will not be recorded on the blockchain until a block is solved by a miner who does not require the payment of transaction fees.
Added
Any widespread delays in the recording of transactions could result in a loss of confidence in that digital asset network, which could adversely impact an investment in our securities. To the extent that any miners cease to record transaction in solved blocks, such transactions will not be recorded on the blockchain.
Added
Currently, there are no known incentives for miners to actively not record transactions in solved blocks.
Added
However, to the extent that any such incentives arise (e.g., a collective movement among miners or one or more mining pools forcing bitcoin users to pay transaction fees as a substitute for or in addition to the award of new bitcoins upon the solving of a block), actions of miners solving a significant number of blocks could delay the recording and confirmation of transactions on the blockchain.
Added
Any systemic delays in the recording and confirmation of transactions on the blockchain could result in greater exposure to double-spending transactions and a loss of confidence in certain or all digital asset networks, which could adversely impact an investment in our securities.
Added
If a malicious actor or botnet obtains control in excess of 50% of the processing power active on any digital asset network, including the Bitcoin network, it is possible that such actor or botnet could manipulate the blockchain in a manner that adversely affects an investment in our securities.
Added
If a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers) obtains a majority of the processing power dedicated to mining on any digital asset network, it may be able to alter the blockchain by constructing alternate blocks if it is able to solve for such blocks faster than the remainder of the miners on the blockchain can add valid blocks.
Added
Within the alternate blocks, the malicious actor or botnet could control, exclude or modify the ordering of transaction. However, it could not generate new digital assets or transactions using such control.
Added
Using alternate blocks, the malicious actor or botnet could “double-spend” its own digital assets (i.e., spend the same digital assets in more than one transaction) and prevent the confirmation of other users’ transactions for so long as it maintains control.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

1 edited+0 added−0 removed7 unchanged
Biggest changeOur cybersecurity policies, standards, processes, and practices are integrated across our operational departments. Cybersecurity Risk Management and Strategy As one of the elements of our overall risk management program, we focus on the following key areas: Technical Safeguards: We have commenced to implement technical safeguards, including by not limited to firewalls, anti-malware functionality and access controls.
Biggest changeOur cybersecurity policies, standards, processes, and practices are integrated across our operational departments. Cybersecurity Risk Management and Strategy As one of the elements of our overall risk management program, we focus on the following key areas: Technical Safeguards: We have commenced to implement technical safeguards, including but not limited to firewalls, anti-malware functionality and access controls.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed2 unchanged
Biggest changeItem 3. Legal Proceedings We are subject to the legal proceedings and claims described in detail in “Note 21. Commitments and Contingencies” to the audited financial statements included in this Annual Report on Form 10-K.
Biggest changeItem 3. Legal Proceedings We are subject to the legal proceedings and claims described in detail in “Note 22. Commitments and Contingencies” to the audited financial statements included in this Annual Report on Form 10-K.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

11 edited+4 added−2 removed5 unchanged
Biggest changeThe Company had the following sales of unregistered securities during the three months ended June 30, 2023: 30 250 common shares were issued to consultants. 10,208 common shares were issued upon conversion of prefunded warrants. 36,111 common shares upon conversion of convertible debt in lieu of repayment in cash. 20,000 common shares issued to a shareholder in a private placement.
Biggest changeThe Company had the following sales of unregistered securities during the three months ended December 31, 2024: 20,000 common shares were issued upon conversion of convertible debt. 376,863 common shares were issued under the Company’s at-the-market offering. 160,000 common shares were issued upon completion of a private placement. 40 The Company had the following sales of unregistered securities from January 1, 2025 to April 7, 2025: From January 1, 2025 through April 7, 2025, the Company issued 189,768 common shares upon conversion of convertible debt and conversion of convertible debt in lieu of repayment in cash (principal and interest of $385,269).
Purchases of Equity Securities by the Issuer or Affiliated Purchasers There were no repurchases of shares of common stock made during the year ended December 31, 2023.
Purchases of Equity Securities by the Issuer or Affiliated Purchasers There were no repurchases of shares of common stock made during the year ended December 31, 2024.
The Board of Directors review recommendations and approve changes. As of the date of this filling, the Company has 76,114 Options outstanding, and [2,129,652] Options available for future issuances. The Option Plan was approved by the shareholders of the Company on June 10, 2019.
The Board of Directors review recommendations and approve changes. As of the date of this filling, the Company has 545 Options outstanding, and 173,461 Options available for future issuances. The Option Plan was approved by the shareholders of the Company on June 10, 2019.
On February 21, 2024, a Convertible Debt Investor purchased an additional tranche of $1,100,000 in convertible debentures and received 3,341,122 warrants. The convertible Debentures and Debenture Warrants were issued with an exercise price of $0.214.
On February 21, 2024, a Convertible Debt Investor purchased an additional tranche of $1,100,000 in convertible debentures and received 33,411 warrants. The convertible Debentures and Debenture Warrants were issued with an exercise price of $21.40.
The following table provides information with respect to options outstanding under our Plan as at December 31, 2023: Plan category Number of securities to be issued upon exercise of outstanding options Weighted- average exercise price of outstanding options Number of securities remaining available for future issuance Equity compensation plans approved by security holders 76,114 $ 41.75 2,181,280 Equity compensation plans not approved by security holders - - - Total 76,114 $ 41.75 2,181,280 Recent Sales of Unregistered Securities The Company had the following sales of unregistered securities during the three months ended March 31, 2023: 300 common shares were issued to consultants. 32,742 common shares were issued upon conversion of prefunded warrants. 14,216 common shares were issued upon conversion of convertible debt. 3,118 common shares were issued as part of compensation to Company officers.
The following table provides information with respect to options outstanding under our Plan as at December 31, 2024: Plan category Number of securities to be issued upon exercise of outstanding options Weighted- average exercise price of outstanding options Number of securities remaining available for future issuance Equity compensation plans approved by security holders 545 $ 3,810 173,461 Equity compensation plans not approved by security holders - - - Total 545 $ 3,810 173,461 Recent Sales of Unregistered Securities The Company had the following sales of unregistered securities during the three months ended March 31, 2024: 164,937 common shares were issued upon conversion of convertible debt. 1,266 common shares were issued to consultants. 1,126 common shares were issued as part of compensation to Company officers.
The issuance of the additional tranche triggered the down round provision, adjusting the exercise prices of the First, Second, Third, and Fourth tranche of Debentures and the First, Second, Third, Fourth tranche of Debenture Warrants to $0.214.
The issuance of the additional tranche triggered the down round provision, adjusting the exercise prices of the First, Second, Third, Fourth Fifth, Sixth, Seventh, and January 2025 Tranche Debentures and the First, Second, Third, Fourth, Fifth, Sixth, Seventh, and January 2025 Tranche Warrants to $1.99.
On March 29, 2024, the closing price for our common stock as reported on the Nasdaq Capital Market was $0.18 per share. Securities outstanding and holders of record On April 1, 2024, there were approximately 5,467 shareholders of record for our common stock and 22,573,938 shares of our common stock issued and outstanding.
On April 4, 2025, the closing price for our common stock as reported on the Nasdaq Capital Market was $1.16 per share. Securities outstanding and holders of record On April 7, 2025, there were approximately 2,124 shareholders of record for our common stock and 1,740,064 shares of our common stock issued and outstanding.
The convertible Debentures and Debenture Warrants were issued with an exercise price of $0.90. The issuance of the additional tranche further triggered the down round provision, adjusting the exercise prices of the First and Second Tranche Debentures as well as the First and Second Tranche Debenture Warrants to $0.90.
The convertible debt and warrants were issued with an exercise price of $10.00 and $11.00, respectively. The issuance of the additional tranche triggered the down round provision, adjusting the exercise prices of the First, Second, Third, Fourth, Fifth and Sixth Tranche Debentures and the First, Second, Third, Fourth, Fifth and Sixth Tranche Warrants to $10.00.
The Company had the following sales of unregistered securities during the three months ended September 30, 2023: 350 common shares were issued to consultants. 59,660 common shares were issued upon conversion of prefunded warrants. 422,194 common shares upon conversion of convertible debt in lieu of repayment in cash. 31,889 common shares were issued as part of compensation to Company officers and employees.
The Company had the following sales of unregistered securities during the three months ended September 30, 2024: 95,000 common shares were issued upon conversion of convertible debt. 5,095 common shares were issued as part of compensation to Company officers and employees. 50,000 common shares were issued as consideration for a business combination.
The issuance of the additional tranche further triggered the down round provision, adjusting the exercise prices of the First and Second Tranche Debentures as well as the First and Second Tranche Debenture Warrants to $2.62. 31 On November 30, 2023, a Debenture Investor purchased an additional tranche totaling $2,750,000 in convertible debentures and received 1,986,112 warrants.
The issuance of the additional tranche triggered the down round provision, adjusting the exercise prices of the First, Second, Third, Fourth and Fifth Tranche Debentures and the First, Second, Third, Fourth and Fifth Tranche Warrants to $16.30. On May 22, 2024, an Investor purchased an additional tranche of $833,000.
On October 18, 2023, a Debenture Investor purchased an additional tranche totaling $2,750,000 in convertible debentures and received 620,230 warrants. The convertible Debentures and Debenture Warrants were issued with an exercise price of $2.62.
On April 11, 2024, an Investor purchased an additional tranche of $550,000. The convertible debt and warrants were issued with an exercise price of $16.30 and $18.00, respectively.
Removed
The Company had the following sales of unregistered securities during the three months ended December 31, 2023: 580,000 common shares were issued to consultants. 38,565 common shares were issued upon conversion of prefunded warrants. 2,694,611 common shares were issued upon conversion of convertible debt. 1,399,928 common shares upon conversion of convertible debt in lieu of repayment in cash.
Added
The issuance of the additional tranche triggered the down round provision, adjusting the exercise prices of the First, Second, Third, and Fourth tranche of Debentures and the First, Second, Third, Fourth tranche of Debenture Warrants to $21.40. 39 The Company had the following sales of unregistered securities during the three months ended June 30, 2024: 615,055 common shares were issued upon conversion of convertible debt. 2,323 common shares were issued as part of compensation to Company officers. 157 common shares were issued to consultants. 64 common shares were issued upon conversion of vested prefunded warrants.
Removed
The Company had the following sales of unregistered securities from January 1, 2024 to April 1, 2024: 10,622,392 common shares were issued upon conversion of convertible debt. 5,871,210 common shares upon conversion of convertible debt in lieu of repayment in cash. 112,645 common shares were issued as part of compensation to Company officers. 126,646 common shares were issued to consultants.
Added
On January 16, 2025, institutional investors purchased $7,700,000 of convertible debt and warrants were issued with an exercise price of $2.62 per share.
Added
The issuance of the additional tranche triggered the round down provision, adjusting the exercise price of the First, Second, Third, Fourth, Fifth, Sixth, and Seventh Tranche Debentures and First, Second, Third, Fourth, Fifth, Sixth, and Seventh Tranche Warrants to $2.62.
Added
On January 17, 2025, acquired a 5 MW bitcoin mining facility located in Columbiana County, Ohio for $4.5 million in cash. On March 21, 2025, an Investors purchased an additional tranche of $1,320,000. The convertible debt and warrants were issued with an exercise and strike price of $1.99.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

19 edited+16 added−6 removed25 unchanged
Biggest changeOperating expenses decreased in the year ended December 31, 2023 as compared to December 31, 2022 by $2,500,658 or 18% primarily due to the following: ● Professional fees and consulting decreased by $1,480,038 and $1,280,672, respectively due to a significant decrease in M&A spending during 2023 as a result of the Company focusing on organic growth of currently active ventures. ● Research and development decreased by $609,104 due to limited research services procured during 2023 as compared to expenditures paid to RCS in 2022 as well as design and construction fees that were only incurred in 2022. ● Investor and public relations expenses decreased by $459,711 due to more investor and public relations advisory services utilized in 2022 for communication. ● Wages and salaries decreased by $441,530 due to a reduction in staff head count in 2023. ● Office and administrative decreased by $286,012 due to overall cost cutting initiatives during 2023. ● Travel and entertainment decreased by $170,614 due to a reduction in travel for foreign business development. ● Sales and marketing decreased by $165,290 due to significant reductions in public relations agency work and social media contracted fees from cost cutting initiatives. ● Share based compensation decreased $99,864 due to a significant number of option forfeitures from lower staff head count. ● Shareholder and regulatory decreased $99,611 due to lower Rule 144 share releases in 2023. ● Lease expense decreased $28,945 due to the termination of the Company’s long term office lease in 2023.
Biggest changeOperating expenses decreased in the year ended December 31, 2024 as compared to December 31, 2023 by $774,813 or 6.95% primarily due to the following: ● Professional fees and consulting decreased by $533,953 and $857,736, respectively due to a significant decrease in M&A spending during 2024 as a result of the Company focusing on organic growth of currently active ventures and acquisition of crypto production assets. ● Investor and public relations expenses decreased by $174,233 due to fewer investor and public relations advisory services utilized in 2024 for communication. ● Wages and salaries decreased by $660,665 due to a reduction in staff head count in 2024. ● Travel and entertainment decreased by $42,357 due to a reduction in travel for foreign business development. ● Sales and marketing decreased by $80,201 due to significant reductions in sales and marketing.
Our future capital requirements will depend on many factors, including: ● the cost and timing of our regulatory activities, especially the process to obtain regulatory approval for our intellectual properties in the U.S. and foreign countries; ● the costs of R&D activities we undertake to further develop our technology; ● the costs of constructing our grow houses, including any impact of complications, delays, and other unknown events; ● the costs of commercialization activities, including sales, marketing and production; ● the costs of our mergers and acquisitions activity; ● the level of working capital required to support our growth; and ● our need for additional personnel, information technology or other operating infrastructure to support our growth and operations as a public company. 35 The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
Our future capital requirements will depend on many factors, including: ● the cost and timing of our regulatory activities, especially the process to obtain regulatory approval for our intellectual properties in the U.S. and foreign countries; ● the costs of R&D activities we undertake to further develop our technology; ● the costs of constructing our grow houses, including any impact of complications, delays, and other unknown events; ● the costs of commercialization activities, including sales, marketing and production; ● the costs of our mergers and acquisitions activity; ● the level of working capital required to support our growth; and ● our need for additional personnel, information technology or other operating infrastructure to support our growth and operations as a public company. 44 The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
The Company utilized the Monte Carlo option-pricing for valuing the convertible features. The First, Second, Third, Fourth, and Fifth Tranche of Debenture Warrants, collectively (the “Debenture Warrants”) are categorized as a Level 3 financial instrument. The Company utilized the Monte Carlo option-pricing model to value the Debenture Warrants.
The Company utilized the Monte Carlo option-pricing for valuing the convertible features. The First, Second, Third, Fourth, Fifth, Sixth, and Seventh Tranche of Debenture Warrants, collectively (the “Debenture Warrants”) are categorized as a Level 3 financial instrument. The Company utilized the Monte Carlo option-pricing model to value the Debenture Warrants.
We test our assets for impairment annually or more frequently if events or circumstances indicate it is more likely than not that the fair value of our intangible asset is less than its carrying amount.
We test our indefinite-lived intangible assets for impairment annually or more frequently if events or circumstances indicate it is more likely than not that the fair value of our indefinite-lived intangible asset is less than its carrying amount.
The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying value of the asset group. Fair value has been determined using a market approach. Fair value determinations of intangible assets require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors.
The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying value of the asset group. Fair value has been determined using an income approach. Fair value determinations of intangible assets require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors.
The Company recognizes any forfeitures as they occur. 34 Income Taxes Current tax expense is the expected tax payable on the taxable income for the period, using tax rates enacted at period-end.
The Company recognizes any forfeitures as they occur. 43 Income Taxes Current tax expense is the expected tax payable on the taxable income for the period, using tax rates enacted at period-end.
While there was no single determinative event or factor, the consideration in totality of several factors that developed during the fourth quarter of 2023 led us to conclude that it was possible that the fair value of our intangible asset was below their carrying amounts.
While there was no single determinative event or factor, the consideration in totality of several factors that developed during the third quarter of 2024 led us to conclude that it was possible that the fair value of our intangible asset was below their carrying amounts.
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Revenues During the year, the Company sold and delivered its first shipment of hydroxyl generating devices. The shipment consisted of 5 units for gross sales of $16,281. The Company sells its products directly to customers and indirectly to customers through sales brokers.
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 Revenues During the year, the Company sold and delivered its first shipment of hydroxyl generating devices. The shipment consisted of 5 units for gross sales of $40,845. The Company sells its products directly to customers and indirectly to customers through sales brokers.
These factors included: (i) a sustained decrease in our share price in 2023, which reduced our market capitalization below the book value of net assets; (ii) lack of financing raised during 2023 due to the economic environment (iii) delays in the launch of the sale of our UN(THINK) flour; Accordingly, we performed an impairment test on our intangible asset as of December 31, 2023 based on the asset’s fair value based on net assets.
These factors included: (i) a sustained decrease in our share price in 2024, which reduced our market capitalization below the book value of net assets; (ii) lack of financing raised during 2024 due to the economic environment (iii) delays in the launch of the sale of our UN(THINK) flour; Accordingly, we performed an impairment test on our intangible assets as of September 30, 2024 based on the asset’s fair value based discounted future cash flows.
Estimating the fair value of our intangible asset requires us to make assumptions and estimates regarding our future plans, as well as industry, economic, and regulatory conditions. These assumptions and estimates include estimated future annual net cash flows, discount rates, growth rates, contributory asset charges, and other market factors.
Estimating whether our long-lived assets are recoverable requires us to make assumptions and estimates regarding our future plans, as well as industry, economic, and regulatory conditions. These assumptions and estimates include estimated future annual net cash flows, discount rates, growth rates, contributory asset charges, and other market factors.
If current expectations of future growth rates and margins are not met, if market factors outside of our control, such as discount rates, change, or if management’s expectations or plans otherwise change, then our intangible might become impaired in the future. Our intangible asset balance consists of our patented process to develop germinated whole grain wheat flour.
If current expectations of future growth rates and margins are not met, if market factors outside of our control, such as discount rates, change, or if management’s expectations or plans otherwise change, then our intangible might become impaired in the future.
Cash Flows The net cash used by operating activities for the year ended December 31, 2023 was $6,505,072 compared to $12,079,359 for the year ended December 31, 2022.
Cash Flows The net cash used by operating activities for the year ended December 31, 2024 was $5,271,278 compared to $6,505,072 for the year ended December 31, 2023.
We recorded a net loss of $11,733,210 for the year ended December 31, 2023 compared to $12,873,102 for the year ended December 31, 2022; and recorded an accumulated deficit of $44,507,304 as of December 31, 2023 ($32,774,094 – as of December 31, 2022).
We recorded a net loss of $16,274,815 for the year ended December 31, 2024 compared to $11,733,210 for the year ended December 31, 2023; and recorded an accumulated deficit of $60,782,119 as of December 31, 2024 ($44,507,304 – as of December 31, 2023).
Net cash used in operating activities for the year ended December 31, 2023 was $6,505,072 compared to $12,079,359 for the year ended December 31, 2022. We had $3,878,578 in cash as at December 31, 2023 as compared to $2,269,320 as at December 31, 2022.
Net cash used in operating activities for the year ended December 31, 2024 was $5,271,278 compared to $6,505,072 for the year ended December 31, 2023. The Company had $489,868 in cash as at December 31, 2024 as compared to $3,878,578 as at December 31, 2023.
Net cash provided by financing activities for the year ended December 31, 2023, represents net proceeds from debentures of $9,615,385 as well as common shares issued for cash of $1,342,915. This was partially offset by repayments on convertible debentures of $2,143,091, financing costs of debentures of $387,917 and share issuance costs of $153,220.
This was offset by $1,331,467 paid for repayment of convertible debentures and $84,463 related to the financing costs of debentures held by the Company. Net cash provided by financing activities for the year ended December 31, 2023, represents net proceeds from debentures of $9,615,385 as well as common shares issued for cash of $1,342,915.
During the year ended December 31, 2023, net cash used in investing activities was for the purchase of an equity investment in RCS for $225,000.
During the year ended December 31, 2023, net cash used in investing activities was for the purchase of an equity investment in RCS for $225,000. Net cash provided by financing activities for the year ended December 31, 2024 represents net proceeds from debentures of $2,250,000, as well as proceeds from common shares issued for cash of $2,775,616.
Operating Expenses Operating expenses primarily consist of wages and salaries, professional fees, consulting, office and administration, investor and public relations, research and development, and share-based compensation.
During the fourth quarter of 2024, the Company generated $26,572 of digital assets from its crypto asset production operations. Operating Expenses Operating expenses primarily consist of wages and salaries, professional fees, consulting, office and administration, investor and public relations, research and development, and share-based compensation.
As a result of our impairment test, we determined that the intangible asset was not impaired as of December 31, 2023. Subsequent to December 31, 2023, our market capitalization continued to decrease indicating that the intangible asset may be impaired in the foreseeable future.
As a result of our impairment test, we determined that an intangible asset was impaired as of September 30, 2024. We recorded impairment on the intangible asset.
This was partially offset by the following: ● Change in fair value of derivative liabilities increased by $5,641,017 due to a significant decrease in the Company’s per share price of 99% during the period. ● All other items aggregate to $107,040. 33 Critical Accounting Estimates Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.
In 2024, other loss consisted only of the loss on disposal of fixed assets in the period. ● An decrease in other income of $57,148, which relates to interest income on cash held in bank accounts. 42 Critical Accounting Estimates Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.
Removed
This was partially offset by the following: ● Write down of construction in progress deposit of $1,963,304 due to the termination of an agreement with a construction contractor. ● Depreciation and amortization increased $657,431 due to the beginning of amortization of the intangible asset which became available for use in January 2023.
Added
During 2023 there funds were spent on website upgrades, social media campaigns, and market testing. Fewer similar expenditures were incurred in 2024. ● Share based compensation decreased by $453,991 due to a significant number of option forfeitures from lower staff head count. ● Lease expense decreased $229,793 due to the termination of the Company’s long term office lease in 2023.
Removed
Other Expenses / (Income) Other expense for the year ended December 31, 2023 increased due to the following: ● Accretion interest on debentures increased by $4,566,721 due to the issuance of three additional tranches of convertible debentures during the year. ● Loss on conversion of convertible debt increased by $1,284,703 (gain of $93,973 – 2022) from the conversions of $6,970,382 in principal and interest during the year ($150,000 of principal – 2022) of convertible debentures into the Company’s common shares at a loss. ● Loss on debt extinguishment increased by $680,935 (nil – 2022) as a result of the conversion of $1,489,974 of principal from the First Tranche Debentures into the Company’s common shares which triggered an extinguishment of debt due to the change of the fair value of the debt after the conversion. ● Foreign exchange loss increased by $365,088 due to a higher average cash balance during 2022 coupled with an increasing USD to CAD rate throughout versus a lower average cash balance during 2023 which saw several large decreases in USD to CAD rates throughout.
Added
The Company moved to a virtual office in 2024 to reduce costs. ● Office and administrative costs decreased by $372,415 due to a lower number of employees and contractors employed by the Company in 2024. ● Write down of construction in progress deposit decreased by $1,963,304, as no similar expense was recorded in 2024. ● Write off of inventory increased by $38,470 due to the write off of expired UnThink Inventory during 2024. ● Legal settlement expense increased by $111,196 during 2024 due to a settlement reached in one of the Company’s legal claims. ● Write off of deposit increased by $50,000 due to the write-off of a construction deposit for a facility construction project that the Company is no longer progressing.
Removed
The change of $5,574,287 was primarily due to the following: ● A decrease in net loss of $1,139,892 due to operating expenses noted above. ● An increase to amortization of debt issuance costs of $4,707,047 from the issuance of three additional tranches of convertible debentures during the year. ● Write down of construction in progress deposit of $1,963,304 due to the termination of an agreement with a construction contractor. ● A favorable change in working capital of $1,277,878 driven by the utilization of a prepaid retainer balance for investor relations services as well as amortization of deferred offering costs for usage of the Company’s “At The Market” financing facility in 2023 and by a delay in payment of trade payables as part of a cash savings initiative. ● An increase to the loss on debt conversions and debt extinguishment of $1,284,703 and $680,935, respectively due to significant debt conversions. ● An increase to depreciation and amortization $657,431 due to the beginning of amortization of the intangible asset which became available for use in January 2023.
Added
This was partially offset by the following: ● Impairment loss on intangible assets increased by $4,137,271 due to an impairment on the UN(THINK) intangible asset, none for 2023. ● Research and development increased by $204,765 increased funds spent on R&D for RCS product development after the acquisition of RCS in 2024. ● Shareholder and regulatory increased $44,307 due to increased AGM services obtained during the 2024 AGM. ● Repairs and maintenance expense increased by $20,610 due to the required repairs to the Company’s crypto production assets, none in 2023.
Removed
This was partially offset by the following: ● Non-cash change in the fair value of derivative liabilities of $5,641,017 due to decreased securities prices. ● A decrease of shares issued for compensation of $435,851 due to lower employee headcount during 2023. ● All other items in an aggregate amount of $60,035.
Added
Other Expenses / (Income) Other expense for the year ended December 31, 2024 increased due to the following: ● Change in fair value of derivative liabilities decreased by $7,968,356. The gain on changes in fair value of derivative liabilities has decreased significantly due to a larger decrease in the value of the Company’s warrants and convertible debt features from 2023.
Removed
The net cash used in investing activities for the year ended December 31, 2022 was related to the payment against acquisition of IP intangible asset of $500,000 and acquisition of equipment and leasehold improvements amounting to $104,986 due to increased staffing and office renovations, respectively. All other items aggregated to $35,028.
Added
The decrease in AGRI’s share price continued in 2024, resulting in an additional gain in 2024, however the decrease was less significant than in 2023. ● Loss on conversion of convertible debt increased by $437,128 as investors converted significant amounts of convertible debentures due to the first triggering of the down round feature in 2024, as well as the repayments in 2024 being entirely comprised of share issuance in lieu of cash.
Removed
Net cash used in financing activities for the year ended December 31, 2022 represents net proceeds from debentures of $12,750,000. This was partially offset by financing costs of debentures of $1,634,894 and repayments of $2,805,000 as well as payment of $750,000 for the acquisition of an intangible asset. Off Balance Sheet Arrangements None.
Added
These resulted in a net loss on conversion. ● Loss on debt extinguishment increased by $2,124,371 due to the down round triggers in 2024, a significant amount of convertible debentures were converted and resulted in a greater than 10% change in the present value of future cash flows.
Added
This resulted in recording a debt extinguishment. ● Change in fair value of long-term investment increased by $97,488. The investment in RCS decreased from 14% to Nil when RCS was fully acquired by the Company in Q3, 2024. RCS’s assets were fully acquired, accounting for a partial investment was no longer required.
Added
This was partially offset by the following: ● Accretion interest on debentures decreased by $4,984,577 due to the settlement of several tranches of convertible debentures during the year.
Added
The debenture balance decreased to $1,443,209 in December 2024 when compared to the outstanding balance of $4,084,643 in December 2023, due to significant conversions and extinguishments in the year, therefore significantly less accretion interest was recorded. ● The gain on extinguishment of warrant liability of $14,769 relates to the expiry of IPO warrants on July 16, 2024.
Added
No similar expiries occurred in 2023. ● Foreign exchange loss decreased by $279,229 due to a stronger USD during 2024, as cash is held primarily in USD, while expenses are incurred in CAD. ● A decrease of $101,432 in other loss.
Added
Our intangible asset balance consists of our patented process to develop germinated whole grain wheat flour and hydroxyl generation systems, including the associated R&D, trademark, brand logo, web domain, customer list, device firmware and software, and product blue prints.
Added
The change of $1,233,794 was primarily due to the following: ● An increase in impairment of intangible assets of $4,137,271 due to a significant decrease in the Company’s share price indicating that impairment testing of the asset was required. The enterprise valuation approach was utilized to determine the value of the impairment.
Added
No similar impairment was required in 2023. ● An increase to the loss on debt conversions and debt extinguishment of $437,128 and $2,124,371, respectively as a result of unscheduled conversions of debentures into the Company’s common shares which triggered extinguishments of debt due to the change of the fair value of the debt after the conversions. ● Non-cash change in fair value of derivative liabilities decreased by $7,968,356 due to (1) the draw down as well as the extinguishment of conversion feature derivatives as a result of significant conversions of several tranches of debentures, and (2) the Company’s stock price stabilizing during 2024, resulting in the smaller revaluation adjustment as at December 31, 2024.
Added
This was partially offset by the following: ● An increase in net loss of $4,541,605 due to operating expenses noted above. ● Write down of construction in progress deposit of $1,963,304 due to the termination of an agreement with a construction contractor. ● An decrease to amortization of debt issuance costs of $5,181,661 as the carrying value of the debentures were lower as at December 31, 2024 compared to December 31, 2023. ● An increase in prepaid expenses and other current assets used in operating activities of $599,869 due to utilization of consulting retainers and as well as additional prepayments made during the year ended December 31, 2024 for various services. ● A decrease of share-based compensation of $295,153 due to forfeiture of stock options by departed employees. ● A decrease of shares issued for compensation of $382,534 due to a lower employee headcount in 2024 than in 2023. ● A decrease of shares issued for consulting services of $296,687 due to fewer consultants engaged in 2024. ● All other items in an aggregate amount of $172,519.
Added
The net cash used in investing activities for the year ended December 31, 2024, was used for the purchase of the Redwater property, which consisted of $839,937 for a power plant and equipment; and $673,769 for a power generation agreement. In addition, $356,079 was paid as cash consideration for the RCS business combination, which was completed in the period.
Added
This was partially offset by repayments on convertible debentures of $2,143,091, financing costs of debentures of $387,917 and share issuance costs of $153,220. Off Balance Sheet Arrangements None.

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