Item 1.01 Entry into a Material Definitive Agreement

Reference is made to Section 2.4 of that certain June 30, 2022 Securities Purchase Agreement between AgriForce Growing Systems Ltd. (the "Company") and Pioneer Capital Anstalt ("Pioneer"), . Pioneer provided notice today to purchase an additional Debenture and warrants in the amount of $3,000,000. The parties waived the $5,000,000 minimum tranche set forth therein.

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