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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2023
Commission File Number: 001-41416
Forafric Global PLC
Unit 5.3, Madison Building, Midtown
Queensway, Gibraltar GX11 1AA
011 350 20072505
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
On July 26, 2023, the Company acquired 90% of Société Industrielle de Minoterie du Sud (“SIMS”), a soft wheat milling company with primary operations in Marrakesh, for a little over one million dollars and the assumption of SIMS’ outstanding debt. Although this acquisition is in the ordinary course of the Company’s business, the Company is voluntarily disclosing it via this Current Report on Form 6-K.
On July 31, 2023, the Company issued a press release about the acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Neither this report nor the exhibits constitute an offer to sell, or the solicitation of an offer to buy our securities, nor shall there be any sale of our securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
The information in this Form 6-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
This Form 6-K is hereby incorporated by reference into the registration statements of the Company on Form S-8 (Registration Number 333-268837) and into each prospectus outstanding under the foregoing registration statements, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated July 31, 2023 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Forafric Global PLC | ||
| Date: July 31, 2023 | By: | /s/ Saad Bendidi |
| Name: | Saad Bendidi | |
| Title: | Chairman and Director | |
| (Principal Executive Officer) | ||
Exhibit 99.1
Forafric Acquires SIMS mill in Marrakesh
Increasing Crushing Capacity to More Than 300 Tons per Day
CASABLANCA, MOROCCO, July 31, 2023 – Forafric Global PLC (Nasdaq: AFRI, or “Forafric”), a vertically integrated agribusiness serving Africa, today announced as part of its strategy to double crushing capacity in Morocco over that next two years, that it has acquired 90% of Société Industrielle de Minoterie du Sud (“SIMS”), a soft wheat milling company with primary operations in Marrakesh.
“We believe this acquisition will enable us to expand our crushing capacity rapidly by more than 300 tons per day with minimal capital investment,” said Saad Bendidi, Chairman of Forafric. “SIMS has recently been operating at less than 50% capacity due to capital constraints. We are preparing to launch activity during August. Furthermore, this transaction represents a significant milestone towards our stated objective of doubling our crushing capacity over the next two years.”
Forafric is acquiring SIMS in an all-cash transaction that includes the assumption of SIMS’ outstanding debt, which is scheduled to mature in yearly tranches over the next 8 years. Forafric anticipates that debt service will be covered by future cash flows from operations. The transaction closed on July 26th, 2023 and has received all regulatory approvals.
About Forafric
Forafric is a leading agribusiness player in Africa with activities in Morocco and Sub-Saharan Africa. It is the milling industry leader with a complete range of flour and semolina, and secondary processing products such as pasta and couscous. The Group operates 12 industrial units, and 2 logistics platforms. Forafric exports its products to more than 45 countries around the world. Forafric intends to continue expanding both in Morocco and in Africa and contributing to growing Africa food security.
Forward-Looking Statements
This press release contains “forward-looking statements.” Such statements may be preceded by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential,” or similar words. Forward-looking statements are not guarantees of future performance, are based on certain assumptions, and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control, and cannot be predicted or quantified, and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. None of the outcomes expressed herein are guaranteed. Such risks and uncertainties include, without limitation, risks and uncertainties associated with (i) our ability to obtain quality raw materials; (ii) difficulties in obtaining financing on commercially reasonable terms; (iii) changes in the size and nature of our competition; (iv) loss of one or more key executives or scientists; and (v) difficulties in securing regulatory approval for our materials and products. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (SEC), including the Company’s Annual Report on Form 20-F. Investors are urged to read these documents free of charge on the SEC’s website at http://www.sec.gov. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise.
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Contact:
Hayden IR
Brett Maas
(646) 536-7331
brett@haydenir.com