NATURE OF OPERATIONS |
6 Months Ended |
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Jun. 30, 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. The Company is currently in the process of selling the Manna business and anticipates closing on the transaction during the fourth quarter of 2026.
AVAX One is a digital infrastructure company accelerating the transition to an onchain financial economy. The Company maintains a strategic Avalanche digital asset treasury, accumulating AVAX tokens and generating onchain yield through native staking and ecosystem participation. In addition, the Company operates Bitcoin Mining facilities in Alberta and Ohio and is developing modular data centers. Together, these three pillars give public market investors exposure to both the onchain economy and the digital infrastructure layer.
The Company is developing power-first, modular data centers in energy-advantaged regions — leveraging behind-the-meter generation and microgrid design to deliver reliable, cost-efficient compute capacity for artificial intelligence and high-performance computing workloads. The Company’s powered land model eliminates grid dependency and delivers pre-energized, Tier 3-ready sites on accelerated timelines unavailable through traditional utility-connected development.
Principles 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 June 30, 2026, include Avalanche Protocol and Bitcoin Mining. All other activities, including financing, are carried out through the corporate segment. At June 30, 2026, Bitcoin Mining operations were 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 June 15, 2026, the Company effected a one-for-twelve reverse stock split of the Company’s issued and outstanding common shares (the “2026 Reverse Split”). As a result of the 2026 Reverse Split, every 12 common shares in the capital of the Company then outstanding were converted into one common share in the capital of the Company. Fractional shares resulting from the 2026 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 2026 Reverse Split automatically and proportionately adjusted all of the Company’s issued and outstanding common shares, as well as convertible debentures, convertible features, prefunded warrants, stock options and warrants outstanding at the time of the date of the 2026 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 2026 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 June 15, 2026 have been adjusted to reflect the 2026 Reverse Split on a retroactive basis.
On July 28, 2025, the Company effected a one-for-nine reverse stock split of the Company’s issued and outstanding common shares (the “2025 Reverse Split”). As a result of the 2025 Reverse Split, every 9 shares of the Company’s then outstanding common shares were converted into one common share in the capital of the Company. Fractional shares resulting from the 2025 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 2025 Reverse Split automatically and proportionately adjusted all of the Company’s issued and outstanding common shares, as well as convertible debentures, convertible features, prefunded warrants, stock options and warrants outstanding at the time of the date of the 2025 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 2025 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 2025 Reverse Split on a retroactive basis.
Nasdaq Compliance
On March 13, 2026, the Company received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) that it no longer complied with Rule 5550(a)(2) of Nasdaq’s Listing Rules, which requires listed securities to maintain a minimum bid price of $ 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 (“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 $ per share for a minimum of 10 consecutive trading days on or before July 6, 2026.
On July 8, 2026, the Company received formal notice from Nasdaq confirming the Company has regained compliance with Nasdaq’s Listing Rule 5550(a)(2). According to the notification, Nasdaq determined that, for the ten consecutive trading days from June 15, 2026 through June 29, 2026, the closing bid price of AVAX One’s common shares was at or above the required minimum of $ per share. As a result, Nasdaq concluded that the Company satisfied the minimum bid price requirement, and the matter is now closed.
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