UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July ~~April~~17, 52017 (July 14, 2017)

Agritech Worldwide, Inc.

(Exact name of Registrant as specified in its charter)

Nevada	001-32134	36-4197173
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

~~1101~~1120 ~~Campus~~Avenue ~~Drive~~of the Americas, Suite 1514

~~Mundelein~~New York, ~~Illinois 60060~~NY 10036

(Address of principal executive offices)

Registrant’s telephone number, including area code: (847) 549-6002

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Indicate 1by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.~~01.~~405 ~~Entry~~of ~~into~~this achapter) ~~Material~~or ~~Definitive~~Rule ~~Agreement~~12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

OnEmerging ~~April~~growth ~~5, 2017,~~company Agritech Worldwide, Inc. (the “Company”) and GKS Funding LLC, as administrative agent under the Loan Agreement (as defined below) (“GKS Funding”) entered into a Cooperation Agreement (the “Cooperation Agreement”) in connection with a loan (the “Loan”) made to the Company pursuant to that certain Loan and Security Agreement, dated as of February 1, 2017 (as amended and in effect from time to time, the “Loan Agreement”), between the Company, the Lenders party thereto and GKS Funding. As previously reported, on March 31, 2017, the Company received a notice of default from GKS Funding stating that the Company was in default of the Loan for failure to make a scheduled interest payment on the Loan that was due on March 31, 2017. If such failure described above was not cured within the 15-day cure period, which was April 15, 2017, the Lenders (through GKS Funding, as administrative agent under the Loan Agreement) intended to exercise all rights and remedies available to them under the Loan Agreement, related note and applicable law, which included foreclosing on the collateral under the Loan Agreement.o

AsIf ofan ~~the~~emerging ~~date of~~growth ~~the Cooperation Agreement~~company, ~~the~~indicate ~~outstanding~~by ~~balance~~check ofmark ~~the~~if ~~Company’s obligations under~~ the ~~Loan Agreement was approximately~~registrant ~~$1,011,800, plus accrued and accruing legal fees and expenses. Over the past several months, the Company~~ has ~~experienced~~elected ~~significant operating~~not ~~losses and has been unable~~ to ~~raise~~use ~~additional capital in order to pay~~ the ~~expenses~~extended ~~necessary~~transition toperiod ~~continue~~for tocomplying ~~operate its~~with ~~business.~~any ~~For~~new ~~the~~or ~~same~~revised ~~reason,~~financial ~~the~~accounting ~~Company~~standards ~~was~~provided pursuant ~~unable~~ to ~~pay~~Section ~~interest~~13(a) onof the ~~Loan~~Exchange ~~on March 31, 2017 (the “Existing Default”)~~Act. o

AsItem a5.02 ~~result of~~Departure ~~the foregoing, and after considering all options, the Board~~ of Directors ~~of the Company determined that the Company will not have sufficient funds to cure the Existing Default on~~ or ~~before~~Certain ~~April~~Officers; ~~15,~~Election ~~2017.~~of InDirectors; ~~addition,~~Appointment given the inability to raise additional capital to fund ongoing operations, the Company also determined that it would be unable continue to operate as a going concern. Thus, the Company determined that it was in the best interests of ~~all~~Certain ~~constituents~~Officers; ~~and~~Compensatory ~~the~~Arrangements ~~Company to cooperate with GKS Funding and its exercise~~ of ~~remedies~~Certain Officers.

~~Pursuant~~Resignation ~~to the Cooperation Agreement, the Company and GKS Funding agreed as follows: (i) the Company waived the 15-day cure period with respect to the Existing Default immediately upon execution~~ of ~~the~~Director ~~Cooperation Letter~~ and GKS Funding has the right to exercise its remedies under the Loan Agreement and applicable law with respect to such event of default, including, without limitation, by scheduling and conducting a sale of all of the collateral under the Loan Agreement on or about April 17, 2017 (the “UCC Sale”); (ii) GKS Funding agreed to fund loans to the Company up to the date of the UCC Sale to permit the Company to pay the Budgeted Expenses (as defined in the Cooperation Agreement) as and when due with this new loan, which is (a) secured by a first priority security interest in all of the real and personal assets, property, fixtures, rights and interests of the Company, (b) shall have priority in payment over the Loan made pursuant to the Loan Agreement; and (c) shall be repaid, before any other payments are made by the Company, out of the first cash proceeds of the collateral received by the Company; and (iii) the Company consented to fully cooperate with GKS Funding in connection with the UCC Sale, as well as the exercise by GKS Funding of any of its other right and remedies in connection therewithOfficer.

~~The~~On ~~foregoing~~July 14, 2017, Mr. Edward B. Smith tendered ~~description~~his ofresignation ~~the~~as ~~Cooperation~~a ~~Agreement~~Director, isacting ~~qualified~~Chief inExecutive ~~its~~Officer, ~~entirety~~principal byexecutive ~~reference~~officer toand aprincipal ~~copy~~financial officer of ~~such~~Agritech Worldwide, ~~agreement~~Inc. (the “Company”), ~~which~~effective isimmediately. ~~attached~~Mr. Smith’s resignation was in connection with the winding ~~hereto~~down asof ~~Exhibit~~the ~~10.1~~Company’s operations and ~~which~~winding isup ~~incorporated~~of bythe ~~reference~~Company’s ~~herein~~business affairs, and not a result of any disagreement with the Company.

~~Item~~Election ~~2.04.~~of ~~Triggering~~Director ~~Events~~and ~~That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement~~Officer.

~~The~~On ~~information contained~~July in14, ~~Item~~2017, 1the Company’s sole Director elected Craig R.01 ofJalbert, ~~this~~age ~~Current~~55, ~~Report~~as ona ~~Form~~director, ~~8-K~~effective isimmediately. ~~incorporated~~In byaddition, ~~reference~~the inCompany’s ~~this~~sole ~~Item~~Director 2appointed Mr.04 Jalbert as acting Chief Executive Officer, principal executive officer and ~~made~~principal afinancial ~~part~~officer ~~hereof~~of the Company.

~~Item~~Mr. 9Jalbert will serve as a director with a term expiring at the Company’s next annual meeting of stockholders and until his successor has been duly elected and qualified.01 Mr. ~~Financial~~Jalbert ~~Statements~~is an independent director pursuant to those rules and ~~Exhibits~~regulations issued pursuant to the Securities Exchange Act of 1934, as amended. Mr. Jalbert will serve as an officer of the Company with a term expiring at the Company’s next annual meeting of stockholders and until his successors have been duly elected and qualified.

~~(d)~~Mr. ~~Exhibits~~Jalbert has served as a principal of the Foxboro, Massachusetts accounting firm of Verdolino & Lowey, P.C. since 1987. For over 25 years he has focused his practice in distressed businesses and has served, and continues to serve, in the capacities of officer and director for numerous firms in their wind-down phases. For the past 15 years, he has been frequently appointed as both a federal and state court receiver and also as a confirmed Chapter 11 bankruptcy post-effective date fiduciary of companies in numerous matters. Mr. Jalbert also regularly consults with distressed business and their advisors.

Exhibit No.		Description
10.1		Cooperation Agreement by and between Agritech Worldwide, Inc. and GKS Funding LLC, dated April 5, 2017

There are no arrangements or understandings between Mr. Jalbert and any other persons pursuant to which Mr. Jalbert was named a director of the Company. Mr. Jalbert has no direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K or Item 5.02(d) of Form 8-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 7, 2017	Agritech Worldwide, Inc.
Dated: July 17, 2017	Agritech Worldwide, Inc.
	By: /s/ Edward B. Smith
	By: /s/ Craig R. Jalbert
	Name: Edward B. Smith
	Name: Craig R. Jalbert
	Title: Director

Filing Compare · Agritech Worldwide, Inc.