Agrify Files 8-K on Officer Changes, Shareholder Votes

TL;DR

**Agrify just filed an 8-K about potential leadership changes and shareholder votes, keep an eye on governance.**

AI Summary

Agrify Corporation filed an 8-K on January 8, 2024, indicating a current report pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934. The filing covers items such as the departure or election of directors/officers, compensatory arrangements, submission of matters to a security holder vote, and Regulation FD disclosure. This matters to investors because changes in leadership, compensation, or shareholder voting matters can signal shifts in company strategy, financial health, or governance, potentially impacting stock performance.

Why It Matters

This filing signals potential changes in Agrify's leadership, executive compensation, or significant matters requiring shareholder approval, all of which can influence the company's future direction and financial stability.

Risk Assessment

Risk Level: medium — Changes in leadership and executive compensation can introduce uncertainty regarding future company performance and strategic direction, warranting a medium risk level.

Analyst Insight

A smart investor would monitor subsequent Agrify filings for specific details on the officer changes, compensatory arrangements, and the nature of matters submitted to a shareholder vote, as these will provide concrete insights into the company's future direction and potential impact on stock value.

Key Numbers

• January 8, 2024 — Date of earliest event reported (This is the date the events described in the 8-K occurred or were determined.)
• 001-39946 — Commission File Number (This unique identifier is used by the SEC for Agrify Corporation's filings.)

Key Players & Entities

• Agrify Corporation (company) — the registrant filing the 8-K
• Nevada (company) — state of incorporation for Agrify Corporation
• 001-39946 (dollar_amount) — Commission File Number for Agrify Corporation
• 30-0943453 (dollar_amount) — IRS Employer Identification No. for Agrify Corporation
• 76 Treble Cove Rd. Building 3 Billerica, MA 01862 (company) — principal executive offices address for Agrify Corporation
• (617) 896-5243 (dollar_amount) — registrant's telephone number

Forward-Looking Statements

• Agrify Corporation will announce specific details regarding officer changes or new compensatory arrangements within the next quarter. (Agrify Corporation) — medium confidence, target: 2024-04-08
• The company will hold a shareholder vote on significant matters, as indicated by the 'Submission of Matters to a Vote of Security Holders' item. (Agrify Corporation) — medium confidence, target: 2024-07-08

FAQ

Key Financial Figures

• $0.001 — ; registered Common Stock , par value $0.001 per share   AGFY   The
• $1.46 — ease the conversion price thereunder to $1.46 per share of Common Stock and to increa

Filing Documents

• agfy20240108_8k.htm (8-K) — 77KB
• ex_613088.htm (EX-99.1) — 15KB
• 0001437749-24-000875.txt ( ) — 238KB
• agfy-20240108.xsd (EX-101.SCH) — 3KB
• agfy-20240108_def.xml (EX-101.DEF) — 12KB
• agfy-20240108_lab.xml (EX-101.LAB) — 16KB
• agfy-20240108_pre.xml (EX-101.PRE) — 12KB
• agfy20240108_8k_htm.xml (XML) — 3KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.   As reported below in Item 5.07, on January 8, 2024,the shareholders of Agrify Corporation (the "Company") approved an amendment to the Company's 2022 Omnibus Equity Incentive Plan (the "2022 Plan") to increase the number of shares of Common Stock available for issuance thereunder by 250,000 shares and to revise the minimum vesting provision (the "Plan Amendment"). The Plan Amendment was included as Proposal 6 in the Company's the Company's definitive proxy statement filed with the Securities and Exchange Commission on December 18, 2023 , as supplemented on January 4, 2024 (the "Proxy Statement"). A copy of the 2022 Plan, as amended to reflect the Plan Amendment, is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.  

07

Item 5.07 Submission of Matters to a Vote of Security Holders   On January 8, 2024, the Company held its 2023 Annual Meeting of Stockholders (the "Annual Meeting") virtually, commencing at 10:00 a.m. Eastern Time.  Of the Company's 1,701,243 shares of common stock issued and outstanding and eligible to vote as of the record date of December 6, 2023, a quorum of 860,486 shares, or approximately 50.57% of the eligible shares, were represented at the virtual Annual Meeting either in person or by proxy.      A description of each matter voted upon at the Annual Meeting is described in detail in the Proxy Statement. The matters voted upon at the Annual Meeting and the final results of such voting are set forth below:  

- Election of Directors

Item 1 - Election of Directors   Each of the director nominees listed below were elected as directors for a one-year term, such term to continue until the annual meeting of stockholders in 2024 and until such directors' successors are duly elected and qualified. Due to the plurality election, votes could only be cast in favor of or withheld from the nominee and thus votes against were not applicable. The results of the election were as follows:   Name     Votes   For     Votes Withheld     Broker Non-Votes   Raymond Chang   450,141   6,184   404,161 I-Tseng Jenny Chan   449,806   6,519   404,161 Timothy Mahoney   433,836   22,489   404,161 Max Holtzman   449,319   7,006   404,161 Leonard J. Sokolow   433,503   22,822   404,161 Krishnan Varier   433,523   22,802   404,161  

– Ratification of Appointment of Marcum LLP

Item 2 – Ratification of Appointment of Marcum LLP   The appointment of Marcum LLP as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2023 was ratified. The results of the vote were as follows:     Votes For     Votes Against     Votes Abstained   814,313   44,094   2,079        

– Amendment to Articles of Incorporation

Item 3 – Amendment to Articles of Incorporation   There were not sufficient affirmative votes to approve amendment to the Company's Articles of Incorporation to increase the number of authorized shares of common stock from 10,000,000 to 35,000,000, and to correspondingly increase the total authorized shares of stock from 13,000,000 to 38,000,000, which required the affirmative vote of a majority of the Company's outstanding common stock as of the record date. As further described below, pursuant to Item 7, the Company will adjourn the Annual Meeting solely with respect to Item 3 to give time to solicit additional votes. The results of the vote were as follows:     Votes For     Votes Against     Votes Abstained   773,080   82,995   4,411    

– Approval of Increase in Number of Shares Underlying Warrants

Item 4 – Approval of Increase in Number of Shares Underlying Warrants   The proposal, as required by Nasdaq Listing Rule 5635(d), the increase in the number of shares of Common Stock underlying the warrant issued by the Company on October 27, 2023 upon the occurrence of certain equity issuances or conversions, was approved. The results of the vote were as follows:     Votes For   Votes Against   Votes Abstained   Broker Non-Votes 439,027   15,946   1,352   404,161  

– Approval of Amendment to Senior Secured Convertible Note

Item 5 – Approval of Amendment to Senior Secured Convertible Note   The proposal, as required by Nasdaq Listing Rule 5635, the amendment of the Senior Secured Convertible Note held by CP Acquisitions LLC, an affiliate of Raymond Chang and I-Tseng Jenny Chan ("CP Acquisitions"), to, among other things, consolidate a Senior Secured Note and a certain promissory note held by CP Acquisitions with the convertible note, decrease the conversion price thereunder to $1.46 per share of Common Stock and to increase the beneficial ownership limitation to 49.99%, was approved. The results of the vote were as follows:     Votes For   Votes Against   Votes Abstained   Broker Non-Votes 418,561   36,101   1,663   404,161  

– Approval of Amendment to 2022 Omnibus Equity Incentive Plan

Item 6 – Approval of Amendment to 2022 Omnibus Equity Incentive Plan   The amendment to the Agrify Corporation 2022 Omnibus Equity Incentive Plan to increase the number of shares of Common Stock available for issuance thereunder by 250,000 shares and to revise the minimum vesting provision was approved. The results of the vote were as follows:     Votes For   Votes Against   Votes Abstained   Broker Non-Votes 441,419   13,659   1,247   404,161        

– Approval of Adjournment of Annual Meeting

Item 7 – Approval of Adjournment of Annual Meeting   The proposal to adjourn the Annual Meeting in order to solicit additional proxies if there are not sufficient shares to be voted in favor of any of the foregoing proposals at the time of the Annual Meeting was approved. The results of the vote were as follows:     Votes For   Votes Against   Votes Abstained 822,278   36,397   1,811   Pursuant to the approval of Item 7, and due to Item 3 not receiving sufficient votes for approval at the Annual Meeting, the Company adjourned the Annual Meeting solely with respect to Item 3. During the period of the adjournment, the Company will continue to solicit votes from its shareholders with respect to Item 3.   Shareholders will be able to attend the reconvened Annual Meeting virtually at at  www.virtualshareholdermeeting.com/AGFY2023  on Monday, January 22, 2024 at 10:00 a.m. Eastern Time. Shareholders who have already submitted their proxy do not need to resubmit their proxy. Proxies previously submitted in respect of Item 3 for the Annual Meeting will be voted at the reconvened Annual Meeting as indicated therein, unless properly revoked in accordance with the procedures described in the Proxy Statement. The record date for determining shareholders eligible to vote at the reconvened Annual Meeting will remain the close of business on December 6, 2023.   No changes have been made in the proposal contained in Item 3. The Company strongly encourages all of its stockholders to read the Proxy Statement and other proxy materials relating to the Annual Meeting, which are available free of charge on the SEC's website at www.sec.gov .  

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure.   On January 8, 2024, the Company issued a press release disclosing the results of the Annual Meeting and the adjournment with respect to Item 3 as described above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.   The information furnished herein, including Exhibit 99.1, is not deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This information will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates them by reference.        

01.   Financial Statements and Exhibits

Item 9.01.   Financial Statements and Exhibits.   (d) Exhibits.   The Company hereby files or furnishes, as applicable, the following exhibits:   Exhibit   No.   Description       10.1   Agrify 2022 Omnibus Equity Incentive Plan, as amended (incorporated by reference to Appendix A to the Company' s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 18, 2023).       99.1*   Press Release of Agrify Corporation dated January 8, 2024       104   Cover Page Interactive Data File (embedded within the Inline XBRL document)   * Furnished but not filed.        

SIGNATURES

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 hereunto duly authorized.     AGRIFY CORPORATION       Date: January 8, 2024 By: /s/ Raymond Nobu Chang     Raymond Nobu Chang     Chief Executive Officer    

View Full Filing

View this 8-K filing on SEC EDGAR