Agrify Corp Reports Material Agreement, New Debt, Equity Sales

TL;DR

**Agrify just took on new debt and sold more stock, watch for dilution and leverage.**

AI Summary

Agrify Corp filed an 8-K on January 25, 2024, reporting an event on January 22, 2024, related to entering a material definitive agreement, creating a direct financial obligation, and unregistered sales of equity securities. This indicates the company is likely raising capital through new debt or equity, which could dilute existing shareholders or increase financial leverage. Investors should be aware that such actions often precede significant operational changes or attempts to shore up liquidity.

Why It Matters

This filing signals Agrify Corp is undertaking significant financial maneuvers, potentially impacting its capital structure and future profitability, which directly affects shareholder value.

Risk Assessment

Risk Level: high — The combination of new financial obligations and unregistered equity sales often indicates a company is facing liquidity challenges or funding significant, potentially risky, initiatives.

Analyst Insight

A smart investor would investigate the details of the 'Material Definitive Agreement', the 'Direct Financial Obligation', and the 'Unregistered Sales of Equity Securities' to understand the terms, potential dilution, and impact on Agrify Corp's balance sheet and future cash flow before making any investment decisions.

Key Players & Entities

• Agrify Corp (company) — the registrant filing the 8-K
• January 22, 2024 (date) — date of earliest event reported
• January 25, 2024 (date) — date the 8-K was filed

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share AGFY The Nasdaq Stock Mar
• $4,000,000 — 3 to have a maximum principal amount of $4,000,000. Also as previously disclosed, on Jan
• $1.46 — things, reduce the conversion price to $1.46 per share, increase the beneficial owne
• $18.9 million — nding principal amount of approximately $18.9 million at the time of issuance of the Restated
• $3.9 million — iately elected to convert approximately $3.9 million of outstanding principal into an aggreg
• $15.0 million — an. Following the conversion, there was $15.0 million in principal amount outstanding under t
• $500,000 — te with an original principal amount of $500,000 in favor of GIC Acquisition, LLC ("GIC"
• $1.0 million — ease the principal amount thereunder to $1.0 million and to extend the maturity date until J

Filing Documents

• ea192155-8k_agrify.htm (8-K) — 56KB
• ea192155ex3-1_agrify.htm (EX-3.1) — 4KB
• ea192155ex4-1_agrify.htm (EX-4.1) — 223KB
• ea192155ex4-2_agrify.htm (EX-4.2) — 11KB
• ea192155ex99-1_agrify.htm (EX-99.1) — 13KB
• ex3-1_001.jpg (GRAPHIC) — 267KB
• ex3-1_002.jpg (GRAPHIC) — 230KB
• ex3-1_003.jpg (GRAPHIC) — 164KB
• ex3-1_004.jpg (GRAPHIC) — 54KB
• 0001213900-24-006275.txt ( ) — 1529KB
• agfy-20240122.xsd (EX-101.SCH) — 3KB
• agfy-20240122_lab.xml (EX-101.LAB) — 33KB
• agfy-20240122_pre.xml (EX-101.PRE) — 22KB
• ea192155-8k_agrify_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. Consolidation , Amendment and Restatement of Convertible Note As previously reported, on October 27, 2023, CP Acquisitions LLC (the "New Lender"), an entity affiliated with and controlled by Raymond Chang, the Chief Executive Officer of Agrify Corporation (the "Company") and a member of its Board of Directors (the "Board"), and I-Tseng Jenny Chan, a member of the Board, purchased from an institutional investor (the "Prior Lender") the Senior Secured Note issued by the Company to the Prior Lender on August 19, 2022 (the "Exchange Note") and the Senior Secured Convertible Note issued by the Company to the Prior Lender on March 10, 2023 (the "Convertible Note"). Concurrently with that transaction, the Company issued a junior secured promissory note (the "Junior Secured Note") to the New Lender, which was subsequently amended and restated on December 4, 2023 to have a maximum principal amount of $4,000,000. Also as previously disclosed, on January 8, 2024, the Company held its 2023 Annual Meeting of Stockholders (the "Annual Meeting"), at which the stockholders of the Company approved a proposal (the "Note Restatement Proposal") for the consolidation of the Junior Secured Note and the Exchange Note into the Convertible Note and the amendment and restatement of the Convertible Note to, among other things, reduce the conversion price to $1.46 per share, increase the beneficial ownership limitation to 49.99% with respect to each of Mr. Chang and Ms. Chan to the extent the right to receive shares is assigned by the New Lender to them or their affiliates, to increase the interest rate to 10%, and to extend the maturity date to December 31, 2025, as further described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on December 18, 2023 (the "Proxy Statement") . On January 25, 2024, the Company and the New Lender consolidated the outstanding principal and interest due und

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 25, 2024 By: /s/ Raymond Nobu Chang Raymond Nobu Chang Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR