AVAX ONE TECHNOLOGY LTD.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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FY2025 · Filed Mar 31, 2026
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Item 15. Exhibits, Financial Statement Schedules
Financial Statements
The following Consolidated Financial Statements of the Company and the Report of Independent Registered Public Accounting Firm (PCAOB ID: 199) included in Part II, Item 8:
Consolidated Balance Sheets as of December 31, 2025 and 2024
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2025 and 2024
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024
Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024
Financial Statement Schedules
All schedules have been omitted because they are not required or because the required information is given in the Consolidated Financial Statements or Notes thereto set forth under Item 8.
Exhibits
The exhibits listed below are filed or incorporated by reference as part of this Annual Report on Form 10-K.
| Exhibit No. | Description |
| 1.1 | Form of Sales Agreement (incorporated herein by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 23, 2025). |
| 3.1 | Articles of Incorporation and Bylaws of AVAX One Operations * |
| 3.2 | Articles of Incorporation and Bylaws of AgriFORCE Growing Systems, Ltd. (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on December 16, 2020). |
| 3.3 | Certificate of Change of Name (incorporated herein by reference to Exhibit 99.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on November 13, 2025). |
| 4.1 | Form of Series A Warrant and Representatives Warrant (incorporated herein by reference to Exhibit 4.1 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on March 3, 2021). |
| 4.2 | Amended and Restated Stock Option Plan (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on December 16, 2020). |
| 4.3 | Form of Broker Compensation Warrant Certificate (incorporated herein by reference to Exhibit 4.5 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on December 16, 2020). |
| 10.1 | Form of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K file with the Commission on January 16, 2025). |
| 10.2 | Form of Debenture (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K file with the Commission on January 16, 2025). |
| 10.3 | Form of Warrant (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K file with the Commission on January 16, 2025). |
| 10.4 | Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K file with the Commission on January 16, 2025). |
| 10.5 | Form of Subsidiary Guaranty (incorporated herein by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K file with the Commission on January 16, 2025). |
| 10.6 | Form of Security Agreement (incorporated herein by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K file with the Commission on January 16, 2025). |
| 10.7 | Form of Subscription Agreement (cash/Stablecoin subscription), dated as of September 22, 2025, between the Registrant and each Subscriber (as defined therein) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on September 22, 2025). |
| 10.8 | Form of Subscription Agreement (AVAX subscription), dated as of September 22, 2025, between the Registrant and each Subscriber (as defined therein) (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on September 22, 2025). |
| 10.9 | Asset Management Agreement, dated as of September 22, 2025, between the Registrant and Hivemind Capital Partners, LLC (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on September 22, 2025). |
| 10.10 | Form of Strategic Advisory Agreement (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on November 6, 2025). |
| 10.11 | Form of Registration Rights Agreement between the Registrant and Cohen (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on November 6, 2025). |
| 10.12 | Form of Indemnification Agreement between directors and the Registrant (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on November 6, 2025). |
| 10.13 | AVAX Token Sale Agreement between Avalanche (BVI), Inc., and the Registrant * |
| 14.1 | Code of Ethics* |
| 16.1 | Letter from Marcum, LLP, dated May 1, 2025 (incorporated by reference to Exhibit 16.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 1, 2025). |
| 19.1 | Insider Trading Policy (included in Exhibit 14.1). |
| 21.1 | List of Subsidiaries* |
| 23.1 | Consent of CBIZ CPAs P.C.* |
| 23.2 | Consent of Marcum, LLP* |
| 31.1 | Certification of Principal Executive Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
| 31.2 | Certification of Principal Financial Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
| 32.1 | Certification by Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
| 32.2 | Certification by Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
| 97 | Policy for the Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97 to the Registrant’s Annual Report on Form 10-K filed with the Commission on April 7, 2025). |
| 101.INS | Inline XBRL Instance Document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
- Filed herewith
The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act of the Exchange Act.
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