Forafric Global PLC 20-F for FY2025

Forafric Global PLC (AFRI)

20-F 2026-05-15 For: 2025-12-31

Added on May 17, 2026

About this 20-F

Forafric Global PLC filed this 20-F on May 15, 2026, covering the fiscal year ended December 31, 2025 (FY2025).

Headline figures

Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $176.49M; down 35.6% from $274.22M a year earlier
Net loss: $14.89M; compared with a net loss of $24.33M a year earlier

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Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Ordinary Shares, par value $0.001	AFRI	The Nasdaq Stock Market LLC

Warrants, each warrant exercisable for one ordinary share at an exercise price of $11.50 per share	AFRIW	The Nasdaq Stock Market LLC

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer	☒
		Emerging growth company	☐

PART I		1
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	1
ITEM 3.	KEY INFORMATION	1
ITEM 4.	INFORMATION ON THE COMPANY	17
ITEM 4A.	UNRESOLVED STAFF COMMENTS	25
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	25
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	35
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	43
ITEM 8.	FINANCIAL INFORMATION	44
ITEM 9.	THE OFFER AND LISTING	45
ITEM 10.	ADDITIONAL INFORMATION	45
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	54
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	55

PART II		56
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	56
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	56
ITEM 15.	CONTROLS AND PROCEDURES	56
ITEM 16	[RESERVED]	56
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	56
ITEM 16B.	CODE OF ETHICS	56
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	57
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	57
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	57
ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	57
ITEM 16G.	CORPORATE GOVERNANCE	57
ITEM 16H.	MINE SAFETY DISCLOSURE	58
ITEM 16I.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	58
ITEM 16J	INSIDER TRADING POLICIES	58
ITEM 16K	CYBERSECURITY	59

PART III		59
ITEM 17.	FINANCIAL STATEMENTS	59
ITEM 18.	FINANCIAL STATEMENTS	59
ITEM 19.	EXHIBITS	60
SIGNATURES		61

	●	our goals and strategies;

	●	our future business development, financial conditions, funding plans and results of operations, including our ability to continue as a going concern;

	●	the success of acquisitions and dispositions;

	●	our expectations regarding demand for and market acceptance of our products once available;

	●	our expectations regarding our development and commercialization of our products;

	●	competition in our industry; and

	●	relevant government policies and regulations relating to our industry.

	●	Our business is subject to fluctuations in agricultural commodity and other raw material prices, transportation costs, energy prices, interest rates and foreign currency exchange rates, in each case caused by factors outside of our control that could adversely affect our operating results.

	●	Our business is dependent upon our ability to obtain quality raw materials.

	●	Our business may be adversely affected by disruptions in its distribution and logistical systems.

	●	Our business is vulnerable to the effects of supply and demand imbalances in our industries.

	●	We are subject to global and regional economic downturns and related risks.

	●	We are subject to currency exchange rate fluctuations which may have an adverse effect on our business.

	●	We are subject to economic, political and other risks of doing business globally and in emerging markets.

	●	A natural disaster, economic depression or other adverse events affecting Morocco, where most of our facilities and customers are located, could adversely affect our business.

	●	Severe adverse weather conditions, such as hurricanes or severe storms, or the effects of global warming, may also result in extensive property damage, extended business interruption, personal injuries and other loss and damage to us.

	●	We are dependent upon a small group of key executives and employees - If we fail to retain and motivate members of our management team and other key employees or fail to attract, train and retain additional employees to support our operations, our business and future growth prospects would be harmed.

	●	Risks relating to our disclosure controls and procedures and internal financial reporting controls.

	●	We may not be able to retain existing customers, attract new customers, expand product offerings, and increase processed volumes and revenue from both new and existing customers.

	●	Effective December 31, 2025, we no longer qualify as an “emerging growth company” and the reduced disclosure requirements applicable to emerging growth companies no longer apply, which will increase our costs and demands on management.

	●	We face significant competition in highly competitive global commodity markets.

	●	Our business and operations would suffer in the event of information technology (“IT”) system failures, cybersecurity attacks, data breaches, or vulnerabilities in our or our third-party vendors’ information security program or defenses.

	●	We have incurred and will continue to incur significant costs and devote substantial management time as a result of operating as a public company.

	●	We qualify as a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.

	●	There is substantial doubt about our ability to continue as a going concern.

	●	We are a capital intensive business and depend on cash provided by our operations as well as access to external financing to operate and expand our business.

	●	Raising additional capital may cause dilution to our shareholders.

	●	The proposed sale of a controlling interest in Forafric Maroc SA to Cap Holding is subject to regulatory and other approvals and may not be completed on the anticipated terms or timeline, or at all.

	●	Our proposed strategic expansion into defense, food security and energy may not achieve its intended benefits and exposes us to new and heightened risks.

	●	Our risk management strategies may not be effective.

	●	We may not realize the anticipated benefits of acquisitions or joint ventures.

	●	Government regulation of agricultural commodities, including extensive regulation of the Moroccan market, could adversely affect our business and results of operations.

	●	Legal claims, government investigations or other regulatory enforcement actions could subject us to civil and criminal penalties.

	●	Litigation or legal proceedings could expose us to significant liabilities and have a negative impact on our reputation or business.

	●	Issuances by us of additional securities could affect ownership and voting rights over us.

	●	Our warrants are exercisable for our ordinary shares, which increases the number of shares eligible for future resale in the public market and results in dilution to our shareholders.

	●	Future resales of our ordinary shares issued to our shareholders and other significant shareholders may cause the market price of our ordinary shares to drop significantly, even if our business is doing well.

	●	There is no guarantee that the warrants will be in the money, and they may expire worthless.

	●	A market for our ordinary shares may not be sustained, which would adversely affect the liquidity and price of our ordinary shares.

	●	The Warrant Agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of the warrants, which could limit the ability of Warrant holders to obtain a favorable judicial forum for disputes with us in connection with such warrants.

	●	If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our ordinary shares may be delisted and the price of our ordinary shares and our ability to access the capital markets could be negatively impacted.

	●	We qualify as a “controlled company” within the meaning of the rules of The Nasdaq Stock Market (“Nasdaq”) and, as a result, we may rely on exemptions from certain corporate governance requirements.

	●	You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under the laws of Gibraltar, and we conduct substantially all of our operations, and a majority of our directors and executive officers reside, outside of the United States.

	●	We do not anticipate paying dividends for the foreseeable future.

	●	We may be classified as a passive foreign investment company, which could have adverse U.S. federal income tax consequences for U.S. investors.

	●	changes in laws and regulations or their interpretation or enforcement in the countries where we operate, such as tax laws,

	●	sovereign risk;

	●	exchange controls or other currency restrictions and limitations on the movement of funds, such as on the remittance of dividends by subsidiaries;

	●	challenges in maintaining an effective internal control environment with operations in multiple international locations, including language differences, varying levels of U.S. Generally Accepted Accounting Principles (“GAAP”) expertise in international locations;

	●	labor disruptions, civil unrest, significant political instability, wars or other armed conflict or acts of terrorism;

	●	adverse trade policies or trade barriers on agricultural commodities and commodity products, sanctions and export controls, including as a result of the current conflicts in the Middle East and Eastern Europe;

	●	inflation and hyperinflationary economic conditions and adverse economic effects resulting from governmental attempts to control inflation, such as imposition of wage and price controls and higher interest rates;

	●	difficulties in enforcing agreements or judgments and collecting receivables in foreign jurisdictions; and

	●	government intervention, including through expropriation, or regulation of the economy or natural resources, including restrictions on foreign ownership of land or other assets.

	●	the majority of our directors or executive officers are U.S. citizens or residents;

	●	more than 50% of our assets are located in the United States; or

	●	our business is administered principally in the United States.

	●	Soft wheat cannot be freely imported during the calendar year. All our soft wheat must be imported before end of April and from beginning of September or October depending on the harvests of local wheat in Morocco. This is designed to protect local Moroccan producers of wheat by enabling them to sell their production on the local market. For an industrial producer, the quality of local wheat is not high enough to ensure a good quality of finished products.

	●	Part of the flour on the Moroccan market is subsidized by the government. This mechanism is to disappear in the next few months which may change the competition on the market.

	●	All soft wheat imported to Morocco must be certificated for import by the National Office for Food Safety in Morocco (Office National de Securité Sanitaire des Produits Alimentaires, or “ONSSA”). Our subsidiaries have generally been successful in obtaining ONSSA certification of the export of wheat to Morocco. Any failure or delay in our ability to obtain ONSSA certification in the future could have a material adverse effect on our business.

	●	changes in the sectors in which we operate;

	●	changes in our projected operating and financial results;

	●	changes in laws and regulations affecting our business;

	●	ability to continue to innovate and bring products to market in a timely manner;

	●	changes in our senior management team, our board of directors or key personnel;

	●	our involvement in litigation or investigations;

	●	negative publicity about us or our products;

	●	the volume of ordinary shares available for public sale;

	●	announcements of significant business developments, acquisitions, or new offerings;

	●	general economic, political, regulatory, industry, and market conditions; and

	●	natural disasters or major catastrophic events.

	●	the requirement that a majority of the board of directors consist of independent directors;

	●	the requirement that our nominating and corporate governance committee be composed entirely of independent directors; and

	●	the requirement that our compensation committee be composed entirely of independent directors.

	●	we are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company;

	●	for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies;

	●	we are not required to provide the same level of disclosure on certain issues, such as executive compensation;

	●	we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;

	●	we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and

	●	our principal shareholders are exempt from reporting under Section 16(a) of the Exchange Act and our directors, officers and principal shareholders are exempt from the short-swing profit recovery provisions contained in Section 16(b) of the Exchange Act.

	●	Pastry flour - Soft wheat flour comes from the heart of the grain (the wheat kernel), the extraction of which is milled to produce a flour powder.

	●	Extra white - Used mainly by pastry and bakery professionals, MayMouna extra white flour is very fluid. Guaranteed lump-free, it offers an excellent hold for all kinds of food preparation.

	●	The Baker - This flour suitable for breadmaking is intended exclusively for the baking industry.

	●	We also sell products in Morocco under the AMBRE and BRIO brands, which include LA AMBRA, AL DENTE Flour, AMBRA Flour, AMBRE Flour, ASSALA, BRIO and BRIO, MLAOUI, BAGHRIR for pasta and couscous. BRIO is also used for export to Europe.

	●	Whole meal Flour - Naturally rich in fiber, MayMouna Whole meal flour has the particularity of giving a whole hard wheat bread with recognized digestive and dietary virtues.

	●	Finot - A flagship product of the entire range, this very fine semolina is ideal for delicate preparations, for golden and well-leavened homemade bread. MayMouna Finot also makes it possible to achieve flaky and crispy msemens, a traditional Moroccan type of pancake.

	●	Fine semolina - This semolina is used mainly by industrial manufacturers of couscous and pasta. It is also used by households and bakers for light and golden baghrirs, which is a traditional Moroccan type of pancake or crepe, various semolina cakes, and harcha, a Moroccan pan-fried bread.

	●	Course semolina - MayMouna Semoule Grosse is mainly intended for the preparation of artisan couscous. With a regular grain size, this semolina is ideal to be worked by hand, in the traditional manner.

	●	Finette - It is an exclusive product of MayMouna, specially created to offer the consumer a flour suitable for the preparation of homemade bread. Recognized for its baking qualities, Finette is very fluid.

	●	Net sales: Total consolidated sales;

	●	Cost of sales: includes cost of raw materials, cost of freight, depreciation expense, cost of foreign exchange and cost of improvements used in the production; and

	●	Gross profit: the difference between net sales and cost of goods sold.

	●	Price of raw materials, which is affected by many factors, including global and regional supply, which in turn is impacted by factors such as weather conditions, local planting decisions, crop failure, reduced harvests, governmental policies (including both tariffs and subsidies), and other agricultural conditions, as well as local, regional, and international demand.

	●	Cost of freight, which is impacted by shipping availability, international demand, labor shortages, strikes, regional conflicts, inadequate or obsolete port infrastructure and other factors.

	●	Foreign exchange rates, which are continually fluctuating due to the relative economic strengths or governmental policies of different countries.

	●	Human resources productivity, which may be impacted by the training and skills of the available workforce, the nature of tools and facilities in place, financial incentives and other factors over which we do not have any control.

	●	Power consumption and costs, which may be affected by governmental policies, including green energy initiatives and the age and efficiency of existing and newly acquired facilities.

	●	Our Results of Operations depends primarily on the cost of raw materials and on our industrial cost.

	●	All long-term assets belonging to a durum wheat mill with a capacity of 240 tons per day, located in Casablanca.
	●	A wholly owned subsidiary operating in logistic activities.

	For the Years Ended December 31,
In thousands of USD	2025			2024			$ Change
Revenues	$	176,488		$	274,223		$	(97,735	)
Cost of sales		158,091			246,891			(88,800	)
Gross profit		18,397			27,332			(8,935	)
Operating expenses:
Selling, general and administrative expenses		21,952			35,093			(13,141	)
Total operating expenses		21,952			35,093			(13,141	)
Operating loss from continuing operations		(3,555	)		(7,761	)		4,206
Other expense (income):
Interest income		(52	)		(31	)		(21	)
Interest expense		14,319			12,815			1,504
Change in fair value of derivatives and contingent consideration		222			(1,442	)		1,664
Foreign exchange (gain) loss		(1,619	)		33			(1,652	)
Gain on sale of subsidiary		(6,603	)		-			(6,603	)
Other non-operating expenses		900			2,546			(1,646	)
Total other expense		7,167			13,921			(6,754	)
Loss before taxes from continuing operations		(10,722	)		(21,682	)		10,960
Income tax expense		1,383			1,651			(268	)
Loss from continuing operations		(12,105	)		(23,333	)		11,228
Discontinued operations:
Profit (Loss) before taxes from discontinued operations		(1,647	)		33			(1,680	)
Income tax expense		38			55			(17	)
Loss from discontinued operations		(1,685	)		(22	)		(1,663	)
Net loss	$	(13,790	)	$	(23,355	)	$	9,565

Assets		Useful Lives
Buildings		39 years
Machinery and equipment (technical installations)		30-50 years
Other assets		5-30 years

Assets		Useful Lives
Trademarks		Indefinite
Customer relationships		20 years
Patents and licenses		5-10 years
Computer software		5-10 years
Other intangible assets		3-10 years

Name	Age	Position(s)
Khalid Assari	63	CEO and Chairman of the Board
Julien Benitah	44	CFO
Mustapha Ghazali	55	CTO
Oury Marciano	42	VP Business Development

	●	selecting a qualified firm to serve as the independent registered public accounting firm to audit the Company’s financial statements;

	●	helping to ensure the independence and performance of the independent registered public accounting firm;

	●	discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and the independent registered public accounting firm, the Company’s interim and year-end financial statements;

	●	developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

	●	reviewing and overseeing the Company’s policies on risk assessment and risk management, including enterprise risk management;

	●	reviewing the adequacy and effectiveness of internal control policies and procedures and the Company’s disclosure controls and procedures; and

	●	approving or, as required, pre-approving, all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

	●	reviewing, approving and determining compensation and benefits, including equity awards, to directors for service on the Board or any committee thereof;

	●	administering the Company’s equity compensation plans;

	●	reviewing, approving and making recommendations to the Board regarding incentive compensation and equity compensation plans; and

	●	establishing and reviewing general policies relating to compensation and benefits of the Company’s employees.

	●	any person who is, or at any time during the applicable period was, one of the Company’s officers or one of the Company’s directors;

	●	any person who is known by the Company to be the beneficial owner of more than five percent (5%) of its voting stock;

	●	any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, officer or a beneficial owner of more than five percent (5%) of its voting stock, and any person (other than a tenant or employee) sharing the household of such director, officer or beneficial owner of more than five percent (5%) of its voting stock; and

	●	any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a ten percent (10%) or greater beneficial ownership interest.

	●	appointing officers and determining the term of office of the officers;

	●	authorizing the payment of donations to religious, charitable, public or other bodies, clubs, funds or associations as deemed advisable;

	●	exercising the borrowing powers of the company and mortgaging the property of the company;

	●	executing checks, promissory notes and other negotiable instruments on behalf of the company; and

	●	maintaining or registering a register of mortgages, charges or other encumbrances of the company.

	●	each of our directors and executive officers who beneficially own our ordinary shares; and

	●	each person known to us to own beneficially more than 5.0% of our ordinary shares.

Name of Beneficial Owners	Number of Ordinary Share Beneficially Owned			Percentage of Outstanding Ordinary Share
5% Stockholders:
Lighthouse Settlement		19,250,483	⁽¹⁾		71.39	%
Paul Packer		2,671,184	⁽²⁾		9.91	%
Executive Officers and Directors:

Johann Elbaz		-			-
Oury Marciano		18,487			*
Khalid Assari		-			-
Julien Benitah		27,731			*
Franco Cassar		10,319			*
Ira Greenstein		10,319			*
Rachel Bitan		10,319			*
Mustapha Ghazali		-			-
All directors and executive officers as a group (8 individuals)		77,175			*

	●	banks, insurance companies, and certain other financial institutions;

	●	regulated investment companies and real estate investment trusts;

	●	brokers, dealers, or traders in securities;

	●	traders in securities that elect to mark to market;

	●	tax-exempt organizations or governmental organizations;

	●	U.S. expatriates and former citizens or long-term residents of the U.S.;

	●	persons holding the ordinary shares and/or warrants, as the case may be, as part of a hedge, straddle, constructive sale, or other risk reduction strategy or as part of a conversion transaction or other integrated or similar transaction;

	●	persons subject to special tax accounting rules as a result of any item of gross income with respect to the ordinary shares and/or warrants, as the case may be, being taken into account in an applicable financial statement;

	●	persons that actually or constructively own 5% or more (by vote or value) of the outstanding ordinary shares;

	●	founders, sponsors, officers or directors of the Company or holders of Private Placement Warrants;

	●	“controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax (and their shareholders);

	●	S corporations, partnerships, or other entities or arrangements treated as partnerships or other flow-through entities for U.S. federal income tax purposes (and investors therein);

	●	U.S. Holders having a functional currency other than the U.S. dollar;

	●	persons who hold or received the ordinary shares and/or warrants, as the case may be, pursuant to the exercise of any employee stock option or otherwise as compensation; and

	●	tax-qualified retirement plans.

	●	an individual who is a citizen or resident of the U.S.;

	●	a corporation (or other entity taxable as a corporation) created or organized in, or under the laws of, the U.S., any state thereof, or the District of Columbia;

	●	an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

	●	a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.