Agrify Corp Terminates Agreement, Officers Depart

TL;DR

Agrify's ditching a big deal and some execs are out. Big changes coming.

AI Summary

Agrify Corporation announced on May 17, 2024, the termination of a material definitive agreement and the departure of certain officers. The company also reported on compensatory arrangements for its officers and other events. Specific details regarding the terminated agreement and officer departures were not provided in this filing excerpt.

Why It Matters

This filing indicates significant corporate changes, including the end of a key agreement and potential leadership shifts, which could impact the company's operations and future strategy.

Risk Assessment

Risk Level: medium — The termination of a material definitive agreement and departure of officers suggest potential instability or strategic shifts within the company.

Key Players & Entities

• Agrify Corporation (company) — Registrant
• May 17, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 2468 Industrial Row Dr. Troy, MI 48084 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share AGFY Nasdaq Capital Marke

Filing Documents

• ea0206523-8k_agrify.htm (8-K) — 34KB
• ea020652301ex10-1_agrify.htm (EX-10.1) — 31KB
• ea020652301ex10-2_agrify.htm (EX-10.2) — 22KB
• ea020652301ex99-1_agrify.htm (EX-99.1) — 7KB
• 0001213900-24-044908.txt ( ) — 281KB
• agfy-20240517.xsd (EX-101.SCH) — 3KB
• agfy-20240517_lab.xml (EX-101.LAB) — 33KB
• agfy-20240517_pre.xml (EX-101.PRE) — 22KB
• ea0206523-8k_agrify_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Merger Agreement As previously reported, on May 16, 2024, Agrify Corporation, a Nevada corporation (the "Company") entered into the Agreement and Plan of Merger (the "Merger Agreement") with Nature's Miracle Holding Inc. (the "Nature's Miracle") (NASDAQ: NMHI) and NMHI Merger Sub, Inc., a wholly owned subsidiary of Nature's Miracle ("Merger Sub", and the Company, Nature's Miracle and Merger Sub collectively, the "Parties"). On May 19, 2024, the Parties entered into a mutual termination and release agreement (the "Termination Agreement"). Pursuant to the Termination Agreement, the Parties agreed to mutually terminate the Merger Agreement, subject to the representations, warranties, conditions and covenants set forth in the Termination Agreement. The Termination Agreement contains mutual releases by all Parties thereto, for all claims foreseen or unforeseen, relating to and arising out of, or relating to the Merger Agreement. The foregoing description of the Termination Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein. Debt Purchase Agreement As previously reported, on May 16, 2024, Nature's Miracle entered into the Debt Purchase Agreement (the "Debt Purchase Agreement") with CP Acquisitions, LLC ("CP") and GIC Acquisition LLC ("GIC"). GIC is owned by Raymond N. Chang, the current Chief Executive Officer of the Company, and CP is owned by Mr. Chang and by I-Tseng Jenny Chan, a current director of the Company. Nature's Miracle, CP, GIC, Mr. Chang and Ms. Chan are collectively referred to as the "Debt Purchase Agreement Parties". On May 19, 2024, the Debt Purchase Agreement Parties entered into a mutual termination and release agreement (the "Debt Purchase Termination Agreement"). Pursuant to the Debt Purchase Termination Agreement, the D

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement. The information contained in Item 1.01 of this Current Report on Form 8-K with respect to the termination of the Merger Agreement and the Debt Purchase Agreement is incorporated by reference herein and made a part hereof. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 17, 2024 (the "Effective Date"), Leonard Sokolow notified the Board of Directors (the "Board") of the Company that he will resign as a member of the Board and its committees, effective as of the Effective Date, to focus his efforts on his other professional commitments. Mr. Sokolow's resignation did not result from any disagreement regarding the Company's operations, policies or practices.

01. Other Events

Item 8.01. Other Events. On May 20, 2024, the Company issued a press release announcing the termination of the Merger Agreement. The full text 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 in this Item 8.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 8.01 shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

01. Financial Statement and Exhibits

Item 9.01. Financial Statement and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Termination Agreement, dated as of May 19, 2024, by and among Nature's Miracle Holding Inc., NMHI Merger Sub, Inc. and Agrify Corporation. 10.2 Debt Purchase Termination Agreement, dated as of May 19, 2024, by and among Nature's Miracle Holding Inc., NMHI Merger Sub, Inc. and Agrify Corporation. 99.1* Press Release dated as of May 20, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Furnished but not filed. 2

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: May 20, 2024 By: /s/ Raymond Nobu Chang Raymond Nobu Chang Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR