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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): May 29, 2026

 

AVAX ONE TECHNOLOGY, LTD.

(Exact Name of Registrant as Specified in Charter)

 

British Columbia   001-40578    
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

800-525 West 8th Avenue    
Vancouver, BC, Canada   V5Z 1C6
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (604) 757-0952

 

 

(Former name or former address, if changed since last report)

 

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:

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Shares   AVX   The Nasdaq Capital Market

 

 

 

 

 

 

FORWARD-LOOKING STATEMENTS

 

This Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively, the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, Registrant’s management as well as estimates and assumptions made by Registrant’s management. When used in the Filings the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan” or the negative of these terms and similar expressions as they relate to Registrant or Registrant’s management identify forward-looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to Registrant’s industry, Registrant’s operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

 

Although Registrant believes that the expectations reflected in the forward-looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Item 5.07 Submission of Matters to a Vote of Securityholders

 

AVAX One Technology, Ltd. (the “Company”) held its Annual Meeting of Shareholders on Friday, May 29, 2026; wherein holders of the common stock, as of the record date of April 17, 2026, were entitled to receive notice and vote at the meeting, held at the Company’s principal offices at 800-525 West 8th Avenue, Vancouver, BC, Canada V5Z 1C6 at 9:00 a.m. Pacific Time (PDT). The Inspector of Elections certified that as of the record date, there were 92,335,380 common shares entitled to vote; and that the total number of shares voted in person or by proxy were 48,737,869- 52.784%, which were cast as follows:

 

1.Election of the Company’s directors and to set the number of directors for the ensuing year at 5.

 

   For   Withhold   Broker Non-Vote 
Matt Zhang   31,285,151    540,974    16,911,744 
Young Chi Cho   31,735,727    90,398    16,911,744 
Amy Griffith   31,299,893    526,232    16,911,744 
Daniel Mendes   31,749,745    76,380    16,911,744 
Xiao-Xiao Jichua Zhu   31,735,514    90,611    16,911,744 

 

2.The ratification of the appointment of CBIZ CPAs P.C. as the Company’s independent registered certified public accountant for the fiscal year ending December 31, 2026.

 

For   Against   Abstain 
 47,725,597   927,158   85,114 

 

3.Approval of a reverse split of the Company’s common shares in a ratio of 1:2 to 1:12.

 

For   Against   Abstain 
 46,903,966   1,786,289   47,614 

 

4.The approval, on an advisory basis, of the 2025 compensation of the Company’s named executive officers.

 

For   Against   Abstain   Broker Non-Vote 
 31,341,982   435,293   48,850   16,911,744 

 

Item 9.01 Exhibit

 

Item 104 Inline XBRL

 

 

 

 

SIGNATURES

 

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 thereunto duly authorized.

 

Date: May 29, 2026

 

AGRIFORCE GROWING SYSTEMS, LTD.  
     
By: /s/ Jolie Kahn  
Name: Jolie Kahn, CEO