United States securities and exchange commission logo
February 1, 2021
Ingo Mueller
Chief Executive Officer
Agriforce Growing Systems, Ltd.
777 Hornby Street, Suite 600
Vancouver, BC V6Z 1S4
Canada
Re: Agriforce Growing
Systems, Ltd.
Amendment No. 1 to
Registration Statement on Form S-1
Filed January 20,
2021
File No. 333-251380
Dear Mr. Mueller:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
December 22, 2020 letter.
Registration Statement on Form S-1 filed January 20, 2021
Prospectus Cover Page, page i
1. If you offer the Series
A Warrants and common shares together, then you must register
them as units in your
offering, even if the common shares and Series A Warrants are
immediately separable
following the offering. If you plan to offer units, please revise the
registration statement
fee table and prospectus cover page to identify the units as securities
in the offering,
identifying the components of the units. Please clarify that each unit
contains one common
share and one Series A Warrant to purchase one common share.
Ingo Mueller
FirstName LastNameIngo Mueller
Agriforce Growing Systems, Ltd.
Comapany1,NameAgriforce
February 2021 Growing Systems, Ltd.
February
Page 2 1, 2021 Page 2
FirstName LastName
Series A Preferred Share, page 56
2. We note your response to comment three in our letter dated December
22, 2020. We also
note Section 29.7 of your Business Corporation Act Articles filed as
exhibit 3.2. You
disclose that the holders of preferred shares will be entitled to one
vote on each matter that
Series A preferred shareholders are exclusively entitled to vote.
Please disclose when
Series A preferred shareholders are exclusively entitled to vote.
Form of Series A Warrant - Exhibit 4.1, page 100
3. Section 11 of Exhibit 4.1 stipulates that an investor must submit to
the exclusive
jurisdiction of state and federal courts located in the City of New
York for all legal
proceedings arising out of or relating to the Series A warrant. Revise
the disclosure in the
section captioned "Risk Factors" and in the prospectus to make clear
whether this
provision applies to actions arising under the Securities Act or the
Exchange Act. We note
that Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all suits
brought to enforce any duty or liability created by the Exchange Act
or its rules and
regulations and Section 22 of the Securities Act creates concurrent
jurisdiction for federal
and state courts over all suits brought to enforce any duty or
liability created by the
Securities Act or its rules and regulations. If this provision applies
to Securities Act
claims, revise the disclosure in the prospectus to state that there is
uncertainty on whether
a court would enforce the provision and that investors cannot waive
compliance with the
federal securities laws and their rules and regulations. If this
provision does not apply to
actions arising under the Securities Act or the Exchange Act, ensure
that the provision and
the disclosure in the prospectus both state this clearly.
Recent Sales of Unregistered Securities, page II-2
4. We note your response to comment five in our letter dated December 22,
2020. Please name the persons or identify the class of persons to whom
the securities
were sold, indicate the section of the Securities Act or the rule of
the Commission under
which exemption from registration was claimed, and state briefly the
facts relied upon to
make the exemption available for all the transactions disclosed here.
Ingo Mueller
Agriforce Growing Systems, Ltd.
February 1, 2021
Page 3
You may contact Mindy Hooker, Staff Accountant at (202) 551-3732 or
Martin James,
Senior Advisor at (202) 551-3671 if you have questions regarding comments on
the financial
statements and related matters. Please contact Sherry Haywood, Staff Attorney
at (202) 551-
3345 or Geoffrey Kruczek, Staff Attorney at (202) 551-3641 with any other
questions.
Sincerely,
FirstName LastNameIngo Mueller
Division of
Corporation Finance
Comapany NameAgriforce Growing Systems, Ltd.
Office of
Manufacturing
February 1, 2021 Page 3
cc: Jolie Kahn
FirstName LastName