6-K
Above Food Ingredients Inc. (ABVEF)
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 April 2025
Commission File Number 333-275005
ABOVE FOOD INGREDIENTS INC.
(Exact name of Registrant as specified in itscharter)
N/A
(Translation of Registrant’s name)
2305 Victoria Avenue #001
Regina, Saskatchewan, S4P 0S7
(306) 779-2268
(Address and telephone number of registrant’sprincipal 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 x Form 40-F ¨
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On April 28, 2025, Above Food Ingredients Inc. (the “Company”) issued a press release. A copy of the press release is furnished herewith as Exhibit 99.1.
Investors should monitor the Company’s investor relations website, in addition to press releases, public filings, conference calls and webcasts.
DOCUMENTS INCLUDED AS PART OF THIS REPORT
| Exhibit | |
|---|---|
| 99.1 | Press Release, dated April 28, 2025 |
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.
| Above Food Ingredients Inc. | |||
|---|---|---|---|
| Date: April 29, 2025 | By: | /s/ Lionel Kambeitz | |
| Name: | Lionel Kambeitz | ||
| Title: | Chief Executive Officer |
Exhibit 99.1
AboveFood Ingredients Inc. Files Financial Results for the Six-month Period Ended July 31, 2024
Regina, Saskatchewan –– April 28, 2025 –– Above Food Ingredients Inc. (Nasdaq: ABVE) (“Above Food” and the “Company”) today released its financial results for the six-month period ended July 31, 2024, thereby bringing it back into compliance with Listing Rule 5250(c)(2) of the Nasdaq regulatory listing requirements.
The Company notes that the six-month financial results filed today with the SEC primarily reflect operations of businesses that have since been discontinued and are not representative of the Company's business model moving forward. Revenue for the six months ended July 31, 2024 was US$65.2 million (CAD$90.0 million), with a net loss of US$25.9 million (CAD $35.8 million), which included US$14.1 million (CAD$19.4 million) of non-recurring business combination transaction costs on the merger with Bite Acquisition Corp. completed June 28, 2024.
Subsequent to the six-month period ended July 31, 2024, the Company strategically refocused its revenue base toward higher margin opportunities following its August 2024 acquisition of Stricks Ag LLC (”Stricks”), a Montana-based specialty ingredient subsidiary, which continues to exceed expectations. In addition to this, the Company signed a Letter of Intent in February 2025 to acquire Palm Global Technologies Ltd. ("Palm Global"). These transactions represent a significant strategic shift toward higher-margin, value-added products that require less working capital investment compared to the Company's former commoditized agricultural operations, which have since been discontinued.
The Company’s current ongoing operations not reflected in these financial results include the Stricks business, which generated US$164 million in revenue for fiscal year 2023 and averaged approximately US$5.3 million in annual Adjusted EBITDA during fiscal years 2021-2023. Following management’s efforts to deemphasize its commoditized agricultural operations, the Company is now moving towards break-even net income and generating positive adjusted EBITDA.
Building on this momentum, the Company's acquisition of Palm Global is expected to have a significant positive impact, presenting numerous opportunities for the Company to continue to strengthen its current revenue run-rate of approximately US$145 million (CAD$200 million) and substantially enhancing profitability. As a next-generation innovator in technology, sustainability, and global food markets, Palm Global leverages its cutting-edge technology platforms and frontline super-apps. This strategic acquisition is enabling Above Food to expand its reach into transformative sectors, including advanced AgriTech, FinTech, EdTech, and Asset Tokenization while also strengthening its presence in key global markets, including Latin America, Africa, and Asia.
Through these substantial corporate transformations, the Company has greatly strengthened its financial position by eliminating the majority of its corporate indebtedness and successfully transitioned its continuing operations towards profitability.
With the filing of the financial results for the period ended July 31, 2024, the remaining outstanding deficiency with the Nasdaq exchange pertains to the closing bid price of the Company's listed securities, which are below the $1 per share threshold. The Company is actively executing its plans to resolve this promptly, in advance of the May 22, 2025 hearing.
Internal
About Above Food Ingredients Inc.
Above Food Ingredients Inc. (Nasdaq: ABVE ) is an ingredient company that delivers products made with real, nutritious, flavorful ingredients produced with transparency. The Company’s vision is to create a healthier world — one seed, one field, and one bite at a time. With a robust chain of custody of plant proteins, enabled by scaled operations and infrastructure in primary agriculture and processing, and proprietary seed development capabilities that leverage the power of artificial intelligence-driven genomics and agronomy, the Company delivers nutritious foods to businesses and consumers with traceability and sustainability.
About Palm Global
Palm Global is a next-generation innovator in financial inclusion, agri-tech, and sustainability, operating out of San Francisco, Dubai, Hong Kong, and Singapore. Utilizing AI, blockchain, and decentralized finance (“DeFi”) technologies. Palm Global delivers scalable solutions that drive economic empowerment and financial access for millions of farmers across Africa, Southeast Asia, and the Americas. By facilitating access to credit, insurance, and advanced agricultural technologies, through its platforms and super-apps, Palm Global supports sustainable growth and food security at scale. Through strategic partnerships with governments, global institutions, and NGOs, Palm Global is accelerating the adoption of digital solutions that transform global agriculture and strengthen financial resilience in underserved markets. The Palm Global website is available at www.palmglobal.ai
Cautionary Statement Regarding Forward-LookingStatements
This press release may contain “forward-looking information” within the meaning of the United States federal securities laws and applicable Canadian securities laws. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” future,” “opportunity,” “plan,” “may,” “should,” “will,” “could,” “will be,” will continue,” and similar expressions and include, without limitation, statements about the ability of or expectations regarding the future performance of our business and operations.
Forward-looking statements are based on the current expectations of the Company's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. You should carefully consider all of the risks and uncertainties described in the documents filed by the Company with the United States Securities and Exchange Commission, which is available on EDGAR at www.sec.gov/edgar.shtml. There may be additional risks that the Company presently does not know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in forward-looking statements. In addition, forward-looking statements provide the Company’s expectations, plans or forecasts of future events and views as of the date of this communication. The Company anticipates that subsequent events and developments will cause the Company’s assessments to change. However, while the Company may elect to update these forward-looking statements in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this communication. Nothing herein should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results in such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein.
Contacts
Media:
Investors:
ABOVEFOOD CORP.
Condensed Consolidated Financial Statements (Unaudited)
For the Six Month Period Ended July 31, 2024
Internal
Consolidated Balance Sheets
(Unaudited) (Expressed in Canadian dollars)
| As at | July 31, 2024 | January 31, 2024 | ||
|---|---|---|---|---|
| ASSETS | ||||
| Current Assets: | ||||
| Cash | $ | 664,430 | $ | 952,280 |
| Accounts receivable, net | 11,225,102 | 24,028,576 | ||
| Loans receivable | 650,830 | 671,500 | ||
| Inventory | 8,838,243 | 26,009,438 | ||
| Commodity forward contracts | 15,544,025 | 15,187,459 | ||
| Foreign exchange forward contracts | 110,568 | 359,973 | ||
| Other assets | 1,578,318 | 1,227,012 | ||
| 38,611,516 | 68,436,238 | |||
| Investment in affiliate | 5,431,514 | 5,873,574 | ||
| Property, plant and equipment, net | 26,512,814 | 27,249,328 | ||
| Intangible assets, net | 2,733,607 | 2,448,489 | ||
| Operating lease right-of-use assets | 6,165,492 | 6,745,324 | ||
| Finance lease Right-of-use assets | 31,098,448 | 31,552,824 | ||
| Goodwill | 876,734 | 871,174 | ||
| Due from related parties | - | - | ||
| Other assets | 923,267 | 711,004 | ||
| Total Assets | $ | 112,353,392 | $ | 143,887,955 |
| LIABILITIES AND EQUITY | ||||
| Current Liabilities: | ||||
| Accounts payable and accrued liabilities | $ | 51,790,641 | $ | 53,101,833 |
| Customer deposit | 12,010,751 | 8,676,662 | ||
| Short-term debt and credit facilities | 34,500,000 | 36,000,000 | ||
| Bank indebtedness | 4,372,635 | 12,304,272 | ||
| Long-term debt, current portion | 32,230,424 | 30,783,203 | ||
| Due to related parties | 2,415,798 | 6,017,600 | ||
| Operating lease liabilities, current portion | 1,200,851 | 1,179,839 | ||
| Finance lease liabilities, current portion | 1,187,817 | 1,190,708 | ||
| Commodity forward contracts | 3,128,031 | 3,250,260 | ||
| Foreign exchange forward contracts | 23,531,001 | 1,346,133 | ||
| Total current liabilities | 166,367,949 | 153,850,510 | ||
| Long-term debt | 25,682,987 | 186,104 | ||
| Deferred tax liability | 842,890 | 247,073 | ||
| Operating lease liabilities | 4,829,398 | 5,434,482 | ||
| Finance lease liabilities | 29,835,754 | 30,428,018 | ||
| Commitments and contingencies | ||||
| Total liabilities | 227,558,978 | 190,146,187 |
Consolidated Balance Sheets (continued)
(Unaudited) (Expressed in Canadian dollars)
| As at | July 31, 2024 | January 31, 2024 | ||||
|---|---|---|---|---|---|---|
| Shareholders’ equity: | ||||||
| Share capital | 24,743,742 | 45,778,255 | ||||
| Warrants | - | 11,676,046 | ||||
| Retained deficit | (140,289,883 | ) | (103,832,322 | ) | ||
| Accumulated other comprehensive income | 340,555 | 119,788 | ||||
| Total shareholders’ equity | (115,205,586 | ) | (46,258,232 | ) | ||
| Total liabilities and shareholders’ equity | $ | 112,353,392 | $ | 143,887,955 |
Consolidated Statements of Operations
(Unaudited) (Expressed in Canadian dollars)
| Six Months Ended July 31 | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Revenue | $ | 90,062,387 | $ | 163,646,137 | ||
| Cost of sales | 94,467,929 | 166,293,205 | ||||
| Gross loss | (4,405,542 | ) | 6,838,902 | |||
| Expenses | ||||||
| Selling, general and administrative | 8,563,503 | 15,682,170 | ||||
| Research and development | 19,316 | 39,867 | ||||
| Business combination transaction costs | 7,952,804 | - | ||||
| Discontinued operational costs | 7,576,174 | - | ||||
| One-time Legal Fees | 3,884,220 | - | ||||
| Impairment of goodwill and other intangible assets | - | - | ||||
| 27,996,017 | 15,722,037 | |||||
| Loss from operations | (32,401,559 | ) | (18,369,105 | ) | ||
| Interest revenue | 41,135 | 79,326 | ||||
| Interest expense | (3,434,313 | ) | (2,156,546 | ) | ||
| Net loss before income taxes | (35,794,737 | ) | (20,446,325 | ) | ||
| Income tax recovery | ||||||
| Current | - | - | ||||
| Deferred | - | - | ||||
| Income tax recovery | - | - | ||||
| Equity method investment loss | 614,889 | 406,545 | ||||
| Net loss for the period | $ | (36,409,626 | ) | $ | (20,852,870 | ) |
Consolidated Statements of Cash Flows
(Unaudited) (Express in Canadian dollars)
| Six months ended July 31 | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Cash flows from operating activities: | ||||||
| Net (loss) income | $ | (36,409,626 | ) | $ | (20,852,870 | ) |
| Items not affecting cash: | ||||||
| Depreciation and amortization | 1,904,336 | 2,905,241 | ||||
| Stock compensation expense | 3,241,535 | 2,189,362 | ||||
| Deferred taxes | - | 78,681 | ||||
| Impairment of goodwill and other intangible assets | - | - | ||||
| Non-cash interest expense | 1,992,598 | 800,143 | ||||
| Non-cash lease expense | 2,321,028 | 770,230 | ||||
| Equity method investment loss | 614,889 | 382,850 | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | 12,789,795 | 15,544,860 | ||||
| Inventory | 22,184,278 | 18,428,009 | ||||
| Commodity forward contracts | (20,322,012 | ) | 6,029,196 | |||
| Foreign exchange forward contracts | 22,434,273 | (3,977,856 | ) | |||
| Corporate tax receivable | - | - | ||||
| Other assets | (373,581 | ) | 225,301 | |||
| Operating lease liabilities | (767,899 | ) | (181,956 | ) | ||
| Accounts payable and accrued liabilities | (12,609,725 | ) | (3,106,711 | ) | ||
| Deposits | 3,334,089 | (2,671,068 | ) | |||
| 333,978 | 16,563,412 | |||||
| Cash flows from investing activities: | ||||||
| Loans issued | 20,670 | (226,557 | ) | |||
| Business acquisitions, net of cash acquired | 2,735,355 | (1,590,913 | ) | |||
| Purchase of intangible assets | (505,770 | ) | (30,348 | ) | ||
| Proceeds from sale of assets | - | - | ||||
| Purchase of property, plant and equipment | (454,353 | ) | (995,981 | ) | ||
| 1,795,902 | (2,843,799 | ) | ||||
| Cash flows from financing activities: | ||||||
| Short-term debt and credit facilities | (9,431,637 | ) | (7,987,855 | ) | ||
| Proceeds from issuance of long-term debt | 13,041,721 | 2,250,000 | ||||
| Repayment of long-term debt | (756,315 | ) | (614,275 | ) | ||
| Repayment of amounts due to related parties | (4,118,975 | ) | (8,092,988 | ) | ||
| Repayment of finance lease liabilities | (1,152,524 | ) | (591,764 | ) | ||
| (2,417,730 | ) | (15,036,882 | ) | |||
| Decrease in cash during the period | (287,850 | ) | (1,317,269 | ) | ||
| Cash – beginning of period | 952,280 | 2,327,797 | ||||
| Cash – end of period | $ | 664,430 | $ | 1,010,528 |