Agrify Corp Files 8-K with Material Agreement

TL;DR

Agrify Corp filed an 8-K on 6/30/24, reporting a material definitive agreement and financial exhibits.

AI Summary

On June 30, 2024, Agrify Corporation entered into a Material Definitive Agreement. The filing also includes financial statements and exhibits. The company is incorporated in Nevada and its principal executive offices are located in Troy, Michigan.

Why It Matters

This 8-K filing indicates a significant event for Agrify Corporation, potentially impacting its operations and financial standing.

Risk Assessment

Risk Level: medium — Material Definitive Agreements can introduce new risks or opportunities that require careful evaluation.

Key Numbers

• 001-39946 — SEC File Number (Identifies the company's filing with the SEC)
• 30-0943453 — IRS Employer Identification No. (Company's tax identification number)

Key Players & Entities

• Agrify Corporation (company) — Registrant
• June 30, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• Troy, MI (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share AGFY Nasdaq Capital Marke
• $1.46 — e-Funded Warrants remained unchanged at $1.46. The Pre-Funded Warrants have an exer
• $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 of

Filing Documents

• ea0208883-8k_agrify.htm (8-K) — 34KB
• ea020888301ex4-1_agrify.htm (EX-4.1) — 24KB
• ea020888301ex4-2_agrify.htm (EX-4.2) — 22KB
• 0001213900-24-058789.txt ( ) — 264KB
• agfy-20240630.xsd (EX-101.SCH) — 3KB
• agfy-20240630_lab.xml (EX-101.LAB) — 33KB
• agfy-20240630_pre.xml (EX-101.PRE) — 22KB
• ea0208883-8k_agrify_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Amendment of Pre-Funded Warrants for CP Acquisitions, LLC 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"). As previously reported, 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. The conversion price applicable to the Pre-Funded Warrants remained unchanged at $1.46. The Pre-Funded Warrants have an exercise price of $0.001 per share, became 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. Immediately following the execution of the CP Note Amendment, CP elected to convert $11.5 million of outstanding principal into a pre-funded warrant (the "CP Warrant") exercisable at issuance for up to 7,876,712 shares of common stock. On June 30, 2024, the Company and CP entered into an amendment to the CP Warrant (the "CP Warrant Amendment"). Prior to the CP Warrant Amendment, the CP Warrant provided that each time the Company consummated any bona fide equity financing with the primary purpose of raising capital, then the number of shares of common stock underlying the CP Warrant would be increased (the "Adjustment Provision") t

01. Financial Statement and Exhibits

Item 9.01. Financial Statement and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Amendment to Pre-Funded Comon Stock Purchase Warrant between Agrify Corporation and CP Acquisitions, LLC dated as of June 30, 2024 4.2 Amendment to Pre-Funded Comon Stock Purchase Warrant between Agrify Corporation and GIC Acquisitions, LLC dated as of June 30, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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: July 3, 2024 By: /s/ Raymond Nobu Chang Raymond Nobu Chang Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR