Agrify Corp. Faces Delisting Notice, Enters New Agreement

TL;DR

Agrify's in hot water: delisting notice AND a new deal, plus unregistered stock sales.

AI Summary

On May 21, 2024, Agrify Corp. entered into a material definitive agreement, likely related to its financial obligations. The company also received a notice of delisting or failure to meet continued listing rules, indicating potential issues with its stock exchange status. Additionally, the filing details unregistered sales of equity securities and includes a Regulation FD disclosure.

Why It Matters

This filing signals potential financial distress and regulatory scrutiny for Agrify Corp., which could impact its stock price and operational stability.

Risk Assessment

Risk Level: high — The combination of a delisting notice, unregistered equity sales, and a material definitive agreement suggests significant financial and operational challenges for Agrify Corp.

Key Players & Entities

• Agrify Corp. (company) — Registrant
• May 21, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share AGFY Nasdaq Capital Marke
• $1.46 — unded Warrants will remain unchanged at $1.46. The Pre-Funded Warrants have an exerc
• $11.5 million — P Note Amendment, CP elected to convert $11.5 million of outstanding principal into a Pre-Fun
• $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
• $2.29 m — egate principal amount to approximately $2.29 million, extend the maturity date to Dece
• $0.31 — , in each case at a conversion price of $0.31. Immediately following the execution
• $2.5 million — listed companies maintain a minimum of $2.5 million in stockholders' equity. In response, t
• $2.5 million — it has stockholders' equity of at least $2.5 million as of the date of this filing, as requi

Filing Documents

• ea0206671-8k_agrifycorp.htm (8-K) — 58KB
• ea020667101ex4-1_agrifycorp.htm (EX-4.1) — 20KB
• ea020667101ex4-2_agrifycorp.htm (EX-4.2) — 101KB
• ea020667101ex4-3_agrifycorp.htm (EX-4.3) — 36KB
• ea020667101ex99-1_agrifycorp.htm (EX-99.1) — 8KB
• 0001213900-24-045718.txt ( ) — 442KB
• agfy-20240521.xsd (EX-101.SCH) — 3KB
• agfy-20240521_lab.xml (EX-101.LAB) — 33KB
• agfy-20240521_pre.xml (EX-101.PRE) — 22KB
• ea0206671-8k_agrifycorp_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. Amendment of Convertible Note As previously reported, on January 25, 2024, Agrify Corporation (the "Company") and CP Acquisitions, LLC ("CP"), an entity affiliated with and controlled by Raymond Chang, the Chief Executive Officer of the Company and a member of its Board of Directors (the "Board"), and I-Tseng Jenny Chan, a member of the Board, agreed to amend, restate and consolidate certain outstanding notes held by CP into a Senior Secured Amended, Restated and Consolidated Convertible Note (the "Convertible Note"). On May 21, 2024, the Company and CP entered into an amendment to the Convertible Note (the "CP Note Amendment"), pursuant to which CP may elect, in lieu of shares of common stock issuable upon conversion of the Convertible Note, to instead receive pre-funded warrants ("Pre-Funded Warrants"). The conversion price applicable to the Pre-Funded Warrants will remain unchanged at $1.46. The Pre-Funded Warrants have an exercise price of $0.001 per share, were exercisable upon issuance, will expire when the applicable warrant is exercised in full, and are exercisable on a cash basis or, if there is no effective registration statement registering the resale of the underlying shares of common stock, on a cashless exercise basis at CP's discretion. The Pre-Funded Warrants provide that each time the Company consummates any bona fide equity financing with the primary purpose of raising capital, then the number of shares of common stock underlying the Pre-Funded Warrants will be increased (the "Adjustment Provision") to an amount equal to (i) the amount of the Convertible Note that was originally converted into the applicable Pre-Funded Warrants divided by (ii) the purchase or conversion price in the equity financing transaction, subject to proportional adjustment in the event the Pre-Funded Warrant has been partially exercised. The Adjustment Provision will not be effective unless and until it is approv

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 22, 2024 By: /s/ Raymond Nobu Chang Raymond Nobu Chang Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR