Agrify Corp Files 8-K: Material Definitive Agreement

TL;DR

Agrify Corp filed an 8-K on 4/17/24 detailing a material definitive agreement.

AI Summary

On April 17, 2024, Agrify Corporation entered into a Material Definitive Agreement, the specifics of which are detailed in this 8-K filing. The company also reported on Other Events and filed Financial Statements and Exhibits.

Why It Matters

This filing indicates significant contractual developments for Agrify Corporation, which could impact its operations, partnerships, and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's future performance.

Key Players & Entities

• Agrify Corporation (company) — Registrant
• April 17, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share AGFY The Nasdaq Capital
• $500,000 — Nature's Miracle agreed to purchase (i) $500,000 of horticultural LED lighting goods fro
• $750,000 — ng of the Proposed Merger, a minimum of $750,000 of horticultural LED lighting goods fro
• $2.0 million — bt Purchase Term Sheet, CP will convert $2.0 million of the outstanding principal of a Senio
• $15.0 million — nding principal amount of approximately $15.0 million (the "Senior Note"). Nature's Miracle w
• $3.0 million — ion Senior Note from CP as follows: (i) $3.0 million of the Senior Note principal amount wil
• $10.1 million — r, and (ii) the remaining approximately $10.1 million of outstanding principal and interest u
• $7.0 million — r the Senior Note will be purchased for $7.0 million in cash due within twelve months of the
• $1.0 million — m Sheet, GIC will convert approximately $1.0 million of the outstanding principal of a Secon

Filing Documents

• ea0204304-8k_agrifycorp.htm (8-K) — 46KB
• ea020430401ex10-1_agrifycorp.htm (EX-10.1) — 52KB
• ea020430401ex10-2_agrifycorp.htm (EX-10.2) — 84KB
• ea020430401ex99-1_agrifycorp.htm (EX-99.1) — 20KB
• 0001213900-24-034983.txt ( ) — 401KB
• agfy-20240417.xsd (EX-101.SCH) — 3KB
• agfy-20240417_lab.xml (EX-101.LAB) — 33KB
• agfy-20240417_pre.xml (EX-101.PRE) — 22KB
• ea0204304-8k_agrifycorp_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. Merger Term Sheet On April 17, 2024, Agrify Corporation (the "Company") entered into a term sheet (the "Merger Term Sheet") with Nature's Miracle Holding Inc., a Delaware corporation and Nasdaq listed entity (NASDAQ: NMHI) ("Nature's Miracle"). Pursuant to the Merger Term Sheet, Nature's Miracle expects to acquire the Company through a reverse triangular merger or other similar structure (the "Proposed Merger"), of which, among other things, a merger subsidiary of Nature's Miracle (the "Merger Sub") will merge with and into the Company, with the Company being the surviving entity. Nature's Miracle, the Merger Sub, and the Company expect to enter into an Agreement and Plan of Merger (the "Merger Agreement") which, among other things, provides that Nature's Miracle will issue a certain number of shares of its common stock to the shareholders of the Company in exchange for 100% of the outstanding shares of common stock of the Company. Under the terms of the Merger Term Sheet, each shareholder of the Company would be expected to receive approximately 0.45 of a share of Nature's Miracle's common stock for each share of the Company's common stock, subject to customary adjustments. Upon closing of the Proposed Merger, Raymond Chang, Chief Executive Officer and Chairman of the Board of Directors of the Company, will assume the role as the President of the Agrify division of Nature's Miracle and will join the Board of Directors of Nature's Miracle. In addition to Mr. Chang, one other member of the Company's Board of Directors will join the Board of Directors of Nature's Miracle upon the closing of the Proposed Merger, who must qualify as an independent director pursuant to the Listing Rules of The Nasdaq Stock Market LLC ("Nasdaq"). The Proposed Merger is expected to close no later than six (6) months following the execution of the Merger Agreement, subject to the closing conditions described below. Pursuant to th

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: April 22, 2024 By: /s/ Raymond Nobu Chang Raymond Nobu Chang Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR