SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Griffith Amy

(Last)

(First)

(Middle)

718 OLD LANCASTER ROAD

(Street)

BRYN MAWR,

19010

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AGRIFORCE GROWING SYSTEMS LTD. [ AGRI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	09/18/2025		A		21,097⁽¹⁾	A	$2.37⁽²⁾	21,097	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$4,050⁽³⁾	09/12/2023		A		3⁽⁴⁾⁽⁵⁾		⁽⁶⁾	09/12/2028	Common Shares	3⁽⁴⁾⁽⁵⁾	$0	5	D
Stock Options	$51,300⁽⁷⁾							⁽⁸⁾	11/18/2027	Common Shares	1⁽⁴⁾⁽⁹⁾		5	D
Stock Options	$315,000⁽¹⁰⁾							⁽¹¹⁾	09/30/2026	Common Shares	1⁽⁴⁾⁽¹²⁾		5	D

Explanation of Responses:

1. Represents Common Shares granted to the Reporting Person that are restricted and subject to a lockup agreement entered into by the Reporting Person in January 2025. Pursuant to the lockup agreement, the Reporting Person may not sell any Common Shares owned by the Reporting Person for one year from January 16, 2025 (subject to the ability to sell shares received by each as the result of an employment agreement at any time).

2. Equals the per share closing price on September 17, 2025.

3. As adjusted for the following: (i) a 1 for 50 reverse split that occurred on October 12, 2023, (ii) a 1 for 100 reverse split that occurred on December 6, 2024, and (iii) a 1 for 9 reverse split that occurred on July 30, 2025. The original exercise price was $0.09.

4. If permitted by the policies of any stock exchange on which the Issuer may be listed from time to time, the stock option may be exercised by means of a "cashless exercise", in which event the Issuer shall issue to the holder the net number of common shares determined based on the formula presented in the exhibit to the stock option certificate.

5. As adjusted for the following: (i) a 1 for 50 reverse split that occurred on October 12, 2023, (ii) a 1 for 100 reverse split that occurred on December 6, 2024, and (iii) a 1 for 9 reverse split that occurred on July 30, 2025. The original grant was 156,876 Stock Options.

6. The shares subject to such option vest and become exercisable annually in substantially equal installments over a three-year period, with the first tranche to be vested on the three-month anniversary of date of grant of September 12, 2023, subject to the Reporting Person's continuous service to the Issuer on each such date.

7. As adjusted for the following: (i) a 1 for 50 reverse split that occurred on October 12, 2023, (ii) a 1 for 100 reverse split that occurred on December 6, 2024, and (iii) a 1 for 9 reverse split that occurred on July 30, 2025. The original exercise price was $1.14.

8. The shares subject to such option vest and become exercisable annually in substantially equal installments over a three-year period, with the first tranche to be vested on the three-month anniversary of date of grant of November 18, 2022, subject to the Reporting Person's continuous service to the Issuer on each such date.

9. As adjusted for the following: (i) a 1 for 50 reverse split that occurred on October 12, 2023, (ii) a 1 for 100 reverse split that occurred on December 6, 2024, and (iii) a 1 for 9 reverse split that occurred on July 30, 2025. The original grant was 33,498 Stock Options.

10. As adjusted for the following: (i) a 1 for 50 reverse split that occurred on October 12, 2023, (ii) a 1 for 100 reverse split that occurred on December 6, 2024, and (iii) a 1 for 9 reverse split that occurred on July 30, 2025. The original exercise price was $7.00.

11. The shares subject to such option vest and become exercisable annually in substantially equal installments over a three-year period, with the first tranche to be vested on the three-month anniversary of date of grant of September 30, 2021, subject to the Reporting Person's continuous service to the Issuer on each such date.

12. As adjusted for the following: (i) a 1 for 50 reverse split that occurred on October 12, 2023, (ii) a 1 for 100 reverse split that occurred on December 6, 2024, and (iii) a 1 for 9 reverse split that occurred on July 30, 2025. The original grant was 24,642 Stock Options.

	/s/ Amy Griffith	10/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Director Griffith Amy was granted 21,097 shares (SEC Form 4)