Jolie Kahn
About Jolie Kahn
Jolie Kahn is Chief Executive Officer of AgriFORCE (Nasdaq: AGRI), serving since June 2024 and age 60 as disclosed in the company’s 2025 proxy . She has a BA from Cornell University and a J.D. magna cum laude from the Benjamin N. Cardozo School of Law, with a background in corporate finance and corporate and securities law; she has also served as U.S. securities counsel to the Company and held prior finance roles including Interim CFO at GlucoTrack, Inc. (2019–2023) and part‑time CFO at Ocean Biomedical, Inc. (Feb 2024–Jul 2025) . Under her leadership, shareholders overwhelmingly approved the Company’s strategic transformation to the Avalanche ecosystem via an approximately $300 million PIPE on October 27, 2025, with over 95% of voted shares in favor; the PIPE closed on November 5, 2025, and the Company initiated a name/ticker change to AVAX One to reflect its new focus [2]. The Company intends to continue substantive operation of its Bitcoin mining business alongside the Avalanche-focused treasury strategy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GlucoTrack, Inc. | Interim CFO | 2019–2023 | Led SEC reporting and corporate finance functions during public company audits and filings . |
| Ocean Biomedical, Inc. | CFO (part-time) | Feb 2024–Jul 2025 | Provided corporate finance leadership and financial reporting support . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jolie Kahn, Esq. | Proprietor | 2002–present | Corporate finance and corporate/securities law practice; serves as U.S. securities counsel to AGRI . |
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Base salary rate ($/yr) | $220,000 (cash) | $480,000 (consulting agreement, effective Nov 5, 2025) |
| RSU target ($/yr) | $220,000 (paid quarterly) | $0 (compensation to be paid solely in cash post‑PIPE) |
| Actual salary paid ($) | $312,611 (Summary Compensation Table) | Not disclosed in filings reviewed. |
Notes:
- Pre‑PIPE CEO compensation: cash $220,000 per annum (paid monthly, with an additional $9,166.67 per month accruing and paid at quarter‑ends) plus $220,000 per annum in RSUs; RSU quantity determined by grant dollar value / 30‑day trailing VWAP; RSU dollar value based on prior day Nasdaq closing price .
- Post‑PIPE: compensation paid solely in cash per proxy; subsequent 8‑K set CEO base compensation at $480,000 via a one‑year consulting agreement (terminable for cause; entitled to standard benefits) .
Performance Compensation
- No formal performance metrics (e.g., revenue growth, EBITDA, TSR, ESG) tied to the CEO’s compensation were disclosed; bonus eligibility is at the Compensation Committee’s discretion .
Equity awards and grants:
| Grant Date | Type | Shares / Amount | Vesting | Notes |
|---|---|---|---|---|
| Mar 11, 2024 | Stock award (unvested at FY end) | 140 shares; $2,986.20 market value at 12/31/2024 | Not specified | Outstanding unvested stock award as of FY 2024 year‑end; no options reported . |
| Sep 18, 2025 (approved Sep 17) | Restricted shares (prior services) | 46,413 shares | Subject to Jan 2025 lockup | Issued for compensation due for prior services . |
| Sep 18, 2025 (approved Sep 17) | Equity bonus | 105,485 restricted shares | Subject to Jan 2025 lockup | Equity bonus in recognition of prior services . |
Equity Ownership & Alignment
Beneficial ownership and dilution context:
| Metric | May 1, 2025 | Sep 19, 2025 |
|---|---|---|
| Common shares outstanding | 2,520,646 | 2,501,341 |
| Jolie Kahn beneficially owned shares | 142,555 | 167,738 |
| Ownership % | 5.7% | 6.7% |
Additional ownership and structure notes:
- Post‑PIPE share count: after closing on Nov 5, 2025, common shares outstanding were 93,112,148 (giving effect to PIPE shares; excludes pre‑funded warrants); this materially dilutes pre‑PIPE ownership percentages absent incremental CEO awards .
- Vested vs unvested (FY 2024 year‑end): 140 unvested stock awards; no options exercisable/unexercisable reported for Ms. Kahn .
- Anti‑hedging policy: the Board has not adopted specific policies restricting hedging transactions; individuals remain subject to the Insider Trading Policy .
- Lockup: shares issued to officers/directors in September 2025 were subject to lockup agreements entered in January 2025 .
- Pledging: no pledging disclosures identified in the reviewed filings .
Employment Terms
| Term | Detail |
|---|---|
| Role and start date | CEO since June 2024; age 60 . |
| Pre‑PIPE comp structure | $220,000 cash per annum plus $220,000 per annum in RSUs; RSUs determined by VWAP‑based formula; eligible for bonuses at Compensation Committee discretion; eligible for health benefits . |
| Post‑PIPE comp terms | Compensation to be paid solely in cash; 8‑K consulting agreement sets CEO base at $480,000; one‑year term; terminable for cause; benefits per policy . |
| Severance / change‑of‑control | No plans, agreements, or arrangements provide for payments upon termination or change in control for named executive officers beyond employment terms described . |
| Clawback policy | Nasdaq Rule 5608/Exchange Act 10D‑1 compliant clawback adopted; effective Dec 1, 2023; covers incentive‑based compensation for three prior fiscal years in case of restatements; prohibits indemnification; includes TSR/stock‑price recovery methodology . |
| Insider trading / hedging | No specific anti‑hedging practices adopted; Insider Trading Policy applies . |
| Lockups | Officer/director share issuances subject to Jan 2025 lockup agreements . |
Related Party Transactions (Governance Red Flags)
- In FY 2024, the Company incurred $67,500 of legal fees to Jolie Kahn, with $49,151 owed as of year‑end (the Company also incurred $51,588 to Enso Law, a corporation controlled by a director) .
Performance & Track Record
- Strategic transformation: shareholder approval on Oct 27, 2025 to become the first Nasdaq‑listed Avalanche‑focused company; PIPE expected to close by Oct 30 (closed Nov 5); name/ticker change to AVAX One announced subsequently [2].
- Business continuity: intends to continue Bitcoin mining operations while establishing Avalanche‑focused treasury strategy .
Investment Implications
- Alignment: Ms. Kahn held 6.7% of common shares pre‑PIPE as of Sep 19, 2025, reflecting meaningful alignment; however, the post‑PIPE increase to 93.1 million shares outstanding likely dilutes pre‑PIPE percentages absent additional awards, reducing relative ownership alignment until updated holdings are disclosed .
- Pay structure and retention: the step‑up to a $480,000 cash consulting agreement with a one‑year term post‑PIPE suggests an emphasis on stability during the strategic pivot; absence of severance/change‑of‑control protections reduces potential “golden parachute” risks but may raise retention sensitivity to external offers .
- Selling pressure: recent restricted share and equity bonus issuances to the CEO, coupled with officer/director lockups entered in Jan 2025, may temper near‑term insider selling pressure until lockup restrictions lapse .
- Governance risks: absence of an anti‑hedging policy and related‑party legal fees to the CEO are noteworthy governance flags; clawback policy adoption mitigates restatement‑related incentive risk but no enforcement history is disclosed .
- Strategic execution risk/catalyst: overwhelming shareholder approval and PIPE closing underpin the Avalanche treasury strategy; successful execution and AVAX accumulation discipline will be critical to value creation under the new AVAX One identity [2].