AVAX ONE TECHNOLOGY Ltd. Amends Debentures, Repays Investors

What Happened

• AVAX ONE TECHNOLOGY LTD. (formerly AgriFORCE Growing Systems, Ltd.) announced on its 8-K that it executed repayment and waiver agreements with two institutional investors and an amendment with a third investor relating to debentures issued under a January 16, 2025 Securities Purchase Agreement.
• On July 31, 2026 the company agreed to cancel unfunded portions and, in exchange for waivers and releases, paid each of two "Exiting Investors" the “Full Payoff Amount” (110% of outstanding funded principal plus accrued interest). Those Debentures were fully satisfied and cancelled as of August 3, 2026.
• On August 5, 2026 the company entered an amendment with the remaining investor that (i) increases that investor’s principal from $7.7 million to $8.47 million, and (ii) provides for a partial repayment of $1.05 million plus accrued interest (the company expected to deliver that partial payoff on August 6, 2026). The amendment also modifies certain negative covenants, including a “key person” provision and raising the required cash/Bitcoin balance from $100,000 to $3,500,000.

Key Details

• Original SPA (Jan 16, 2025) contemplated $7.7M initial debentures and up to $42.3M additional debentures and warrants.
• Exiting Investors received 110% of their funded principal plus accrued interest; their debentures were satisfied on Aug 3, 2026.
• Remaining Investor’s principal increased to $8.47M; company agreed to a $1.05M partial repayment plus accrued interest (expected delivery Aug 6, 2026).
• Amendment raises required cash/Bitcoin minimum from $100,000 to $3,500,000 and waives certain negative covenants (including a key-person clause).

Why It Matters

• These actions materially change the company’s debt relationships: two institutional debentures were fully paid off, reducing outstanding obligations to those specific investors, while the remaining investor’s note was amended and partially repaid.
• The cash payments and the new $3.5M minimum cash/Bitcoin requirement affect the company’s near-term liquidity profile—investors should note the cash outflows for payoffs and the higher reserve/custody threshold now required by the amended debenture.
• The waivers of negative covenants (including key-person restrictions) alter contractual constraints the company had with these investors, which may affect governance or operational flexibility under those specific debentures.

Exhibits filed with the 8-K include the Repayment and Waiver Agreement, the Amendment, and a press release (Exhibits 10.1, 10.2, and 99.1).