AGRIFORCE GROWING SYSTEMS LTD

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Company had the following sales of unregistered securities during the three months ended March 31, 2024:

16,493,602 common shares were issued upon conversion of convertible debt.

126,646 common shares were issued to consultants.

112,645 common shares were issued as part of compensation to Company officers.

On February 21, 2024, a Convertible Debt Investor purchased an additional tranche of $1,100,000 in convertible debentures and received 3,341,122 warrants. The convertible Debentures and Debenture Warrants were issued with an exercise price of $0.214. The issuance of the additional tranche triggered the down round provision, adjusting the exercise prices of the First, Second, Third, and Fourth tranche of Debentures and the First, Second, Third, Fourth tranche of Debenture Warrants to $0.214.

The Company had the following sales of unregistered securities from April 1, 2024 to May 15, 2024:

3,440,489 common shares were issued upon conversion of convertible debt.

15,644 common shares were issued to consultants.

6,425 common shares were issued upon conversion of prefunded warrants.

On April 11, 2024, an Investor purchased an additional tranche of $550,000. The convertible debt and warrants were issued with an exercise price of $0.163 and $0.18, respectively. The issuance of the additional tranche triggered the down round provision, adjusting the exercise prices of the First, Second, Third, Fourth and Fifth Tranche Debentures and the First, Second, Third, Fourth and Fifth Tranche Warrants to $0.163.