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NATURE OF OPERATIONS
3 Months Ended
Mar. 31, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
NATURE OF OPERATIONS

1. NATURE OF OPERATIONS

 

Business Overview

 

The Company was incorporated under the name AgriForce Growing Systems, Ltd. as a private company by Articles of Incorporation issued pursuant to the provisions of the Business Corporations Act (British Columbia) on December 22, 2017. The Company’s registered and records office address is at 800 – 525 West 8th Avenue, Vancouver, BC, Canada, V5Z 1C6. Effective as of November 13, 2025, the Company changed its name to AVAX One Technology Ltd. (“AVAX One,” “AVX,” “AgriFORCE,” the “Company,” “we” and “our”).

 

AgriFORCE ceased its legacy “ag-tech” operations in early 2025 except that it maintained its Manna business involving the deployment of certain patented technologies, which business the Company is currently in the process of liquidating.

 

The Company operates several Bitcoin mining facilities in Alberta, Canada and Ohio. In the third quarter of 2025, the Company announced that its main business focus would be to establish and maintain a digital asset strategy and ancillary operations focused around the Avalanche coin. It closed a private placement on November 5, 2025 and formally launched its Avalanche-centric activities.

 

Additionally, on April 6, 2026, the Company announced the execution of a Front End Engineering & Design (“FEED”) proposal for the development of a 10 megawatt (MW) artificial intelligence / high performance compute (“AI/HPC”) Micro-Grid Data Center at the 4-31 Battery site in Alberta, Canada. On April 20, 2026, the Company executed a letter of intent with BlueFlare Energy Solutions Inc. (“BlueFlare”), an Alberta-based infrastructure developer, for the development of powered land capable of supporting a 10 MW AI/HPC micro-grid data center in Alberta, Canada. The Company also engaged BlueFlare as the infrastructure development partner for the project, and on May 6, 2026, ASCENT Consulting Ltd. was selected to lead engineering and design services for the Alberta site. See Note 17, “Subsequent Events,” for additional information.

 

Principal of Consolidation

 

Our consolidated financial statements include the accounts of our wholly owned subsidiaries. Although we have none at the present time, we consolidate variable interest entities when we have variable interests and are the primary beneficiary.

 

Use of Estimates

 

The preparation of our financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. Significant estimates reflected in these financial statements include, but are not limited to, accounting for share-based compensation, valuation of derivative liabilities, valuation of warrants and convertible debt at issuance, business combination, impairment as well as depreciation method. Actual results could differ from these estimates, and those differences could be material.

 

Reclassifications

 

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications have no effect on the reported financial position, results of operations, or cash flows. The impact of such reclassifications on any prior period disclosures were immaterial.

 

Segment Information

 

Operating segments are defined as components of an enterprise about which separate financial information is available and is evaluated regularly by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and assess performance. The Company’s CODM group is composed of the Chief Executive Officer and Chief Financial Officer.

 

The Company has chosen to organize its operating segments based on products or services offered. Each operating segment is also a reportable segment (i.e., operating segments have not been aggregated). The Company’s operating and reportable segments at March 31, 2026, include Avalanche Protocol and Bitcoin Mining. All other activities, including financing, are carried out through the corporate entity. At March 31, 2026, Bitcoin Mining operations are conducted at several locations in Alberta, Canada, and the Bald Eagle Property in Ohio, USA, which reflects the manner in which the Company’s CODM reviews and assesses the performance of the business and allocates resources. Additionally, the Company’s CODM regularly reviews the Company’s expenses on a consolidated basis. The financial metrics used by the CODM help make key operating decisions, such as determination of digital asset purchases and significant acquisitions and allocation of budget between operating costs, general and administrative expenses and research and development expenses. See Note 16, “Segment Information” for further details.

 

Reverse Stock Split

 

On July 28, 2025, the Company effected a one-for-nine reverse stock split of the Company’s issued and outstanding common shares (the “Reverse Split”). As a result of the Reverse Split, every 9 shares of the Company’s old common shares were converted into one share of the Company’s new common shares. Fractional shares resulting from the Reverse Split were sold at the then prevailing price on the open market, with the proceeds being distributed on a pro-rata basis to the impacted stockholders. The Reverse Split automatically and proportionately adjusted all issued and outstanding shares of the Company’s common shares, as well as convertible debentures, convertible features, prefunded warrants, stock options and warrants outstanding at the time of the date of the Reverse Split. The exercise price on outstanding equity-based grants was proportionately increased, while the number of shares available under the Company’s equity-based plans was proportionately reduced. Share and per share data (except par value) for the periods presented reflect the effects of the Reverse Split. References to numbers of common shares and per share data in the accompanying financial statements and notes thereto for periods ended prior to July 28, 2025 have been adjusted to reflect the Reverse Split on a retroactive basis.

 

 

NASDAQ Compliance

 

On March 13, 2026, the Company received a letter from Nasdaq that it no longer complies with Rule 5550(a)(2) of Nasdaq’s Listing Rules which require listed securities to maintain a minimum bid price of $1 per share. Based upon the closing bid price for the last 30 consecutive business days (January 29, 2026 to March 12, 2026), the Company no longer met this requirement.

 

The Company presented its appeal to the Hearing Panel (the “Panel”), and the hearing was held on April 21, 2026.  On May 8, 2026, the Company received from the Panel an exception to cure its listing deficiencies and provides for the continued listing on The Nasdaq Stock Market subject to certain conditions.  The conditions include, among other things, that the Company must demonstrate compliance with the minimum bid price of $1 per share for a minimum of 10 consecutive trading days on or before July 6, 2026.  The Company plans to complete a reverse stock split (the “RSS”) to cure the deficiency and will seek approval for the RSS at the annual shareholder meeting on May 29, 2026.