AgriFORCE Growing Systems Ltd美股招股说明书(2025-10-22版)

Common Stock Up to$3,457,461 We have entered into a Sales Agreement, or sales agreement, with Yorkville Securities, LLC and Cohen & Company Capital Markets,a division of Cohen & Company Securities, LLC (the “Sales Agents”) relating to shares of our common stock offered by thisprospectus supplement and the accompanying prospectus. In accordance with the terms of the sales agreement, we may offer and sellshares of our common stock having an aggregate offering price of up to $3,457,461 from time to time through or to the Sales Agents,acting as our sales agents or principals pursuant to this prospectus supplement and the accompanying prospectus. Our common stock is traded on the Nasdaq Capital Market, or Nasdaq, under the symbol “AGRI.” The last reported sale price of ourcommon stock on October 20, 2025 was $3.67 per share. On August 28, 2025, we effected a 1 for 9 reverse split of our issued andoutstanding common shares (the “Reverse Split”). All share numbers in this prospectus supplement reflect share numbers post ReverseSplit unless indicated otherwise. We are currently subject to General Instruction I.B.6 of Form S-3, which limits the amounts of securities that we may sell under theregistration statement of which the prospectus supplement and the accompanying prospectus form a part. The aggregate market valueof our outstanding common stock held by non-affiliates pursuant to General Instruction I.B.6 of Form S-3, or public float, is$20,684,818, which is based on 3,609,916 shares of our outstanding common stock held by non-affiliates as of the date of thisprospectus supplement, at a price of $5.73 per share, which was the closing sale price of one share of our common stock on Nasdaq onSeptember 22, 2025. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell shares pursuant to this prospectussupplement with a value of more than one-third of the aggregate market value of our common stock held by non-affiliates in any 12-month period. We have not offered any securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12 calendar monthperiod, except for $2,116,741 pursuant to a sales agreement with Maxim Group, LLC in November 2024 and $1,320,737pursuant to asales agreement with Maxim Group, LLC in August and September 2025 . Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made by any methodpermitted that is deemed an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended, or theSecurities Act, including sales made directly on or through Nasdaq or any other existing trading market in the United States for ourcommon stock, directly to the Sales Agents, as principals, and/or in any other method permitted by law. If we and the Sales Agentsagree on any method of distribution other than sales of shares of our common stock on or through Nasdaq or another existing tradingmarket in the United States at market prices, we will file a further prospectus supplement providing all information about such offeringas required by Rule 424(b) under the Securities Act. The Sales Agents are not required to sell any specific number or dollar amount ofsecurities, but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices.There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The Sales Agents will be entitled to compensation at a commission rate equal to up to 3.0% of the gross sales price per share sold. Inconnection with the sale of the common stock on our behalf, the Sales Agents will be deemed to be “underwriters” within the meaningof the Securities Act and the compensation of the Sales Agents will be deemed to be underwriting commissions or discounts. We havealso agreed to provide indemnification and contribution to the Sales Agents with respect to certain liabilities, including liabilities underthe Securities Act or the Exchange Act of 1934, as amended, or the Exchange Act. Investing in our common stock involves significant risks. Please read the information contained in or incorporated byreference under the heading “Risk Factors” beginning on page S-4 of this prospectus supplement and page 23 of theaccompanying prospectus, and under similar headings in other documents filed after the date hereof and incorporated byreference into this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities, or determined if this prospectus supplement is accurate or complete. Any representation to the contrary is acriminal offense. Cohen & Company Capital Markets Yorkville Securities The date of this prospectus supplement is October 21, 2025. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTiiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-2CAU