Agrify Corp Files 8-K: Material Agreement & Equity Sales

TL;DR

Agrify Corp filed an 8-K on Aug 28 for a material agreement and equity sales. Details pending.

AI Summary

On August 28, 2024, Agrify Corporation entered into a Material Definitive Agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. Specific details regarding the agreement and sales were not provided in this excerpt.

Why It Matters

This filing indicates significant corporate actions by Agrify Corp, including a new definitive agreement and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing indicates material agreements and equity sales, which can introduce financial and operational risks if not managed effectively.

Key Players & Entities

• Agrify Corporation (company) — Registrant
• August 28, 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
• $15.0 million — itted to purchase up to an aggregate of $15.0 million of the Company's common stock, par valu
• $250,000 — Ionic, direct Ionic to purchase between $250,000 and $750,000 of shares of Common Stock
• $750,000 — Ionic to purchase between $250,000 and $750,000 of shares of Common Stock on such busin
• $400,000 — eliver an exemption purchase notice for $400,000 on the date of signing, with the shares
• $0.25 — sing price of the Common Stock is below $0.25. The net proceeds under the Purchase Ag
• $0.25668 — he Purchase Agreement equals or exceeds $0.25668 per share (representing the average off
• $5 million — mination the Company has sold less than $5 million in Common Stock to Ionic under the Purc
• $300,000 — all pay an additional commitment fee of $300,000, which may be paid either in cash or in
• $0.1406 — fective purchase price of approximately $0.1406 per share of Common Stock, the number o

Filing Documents

• ea0212771-8k_agrify.htm (8-K) — 45KB
• ea021277101ex10-1_agrify.htm (EX-10.1) — 263KB
• ea021277101ex10-2_agrify.htm (EX-10.2) — 82KB
• ea021277101ex10-3_agrify.htm (EX-10.3) — 13KB
• ea021277101ex10-4_agrify.htm (EX-10.4) — 14KB
• 0001213900-24-073911.txt ( ) — 687KB
• agfy-20240828.xsd (EX-101.SCH) — 3KB
• agfy-20240828_lab.xml (EX-101.LAB) — 33KB
• agfy-20240828_pre.xml (EX-101.PRE) — 22KB
• ea0212771-8k_agrify_htm.xml (XML) — 4KB

01. Entry Into

Item 1.01. Entry Into a Material Definitive Agreement. Purchase Agreement On August 28, 2023, Agrify Corporation (the "Company") entered into a purchase agreement (the "Purchase Agreement") and a registration rights agreement (the "Registration Rights Agreement"), with Ionic Ventures, LLC ("Ionic"), pursuant to which Ionic has committed to purchase up to an aggregate of $15.0 million of the Company's common stock, par value $0.001 per share ("Common Stock"), subject to certain limitations, from time to time and at the Company's sole discretion over the term of the Purchase Agreement. Under the terms and subject to the conditions of the Purchase Agreement, the Company has the right, but not the obligation, to sell to Ionic, and Ionic is obligated to purchase up to $15.0 million of the Company's Common Stock. Such sales of Common Stock by the Company, if any, will be subject to certain limitations set forth in the Purchase Agreement, and may occur from time to time, at the Company's sole discretion, over the 36-month period commencing on the date of the Purchase Agreement, including that a registration statement covering the resale by Ionic of shares of Common Stock that have been and may be issued to Ionic under the Purchase Agreement, which the Company agreed to file with the Securities and Exchange Commission (the "SEC") pursuant to the Registration Rights Agreement, is declared effective by the SEC and a final prospectus relating thereto is filed with the SEC (the date on which all of such conditions are satisfied, the "Commencement Date"). From and after the Commencement Date, the Company may from time to time on any business day, by written notice delivered by the Company to Ionic, direct Ionic to purchase between $250,000 and $750,000 of shares of Common Stock on such business day, at a purchase price per share that will be equal to 93% (or 80% if the Common Stock is not then trading on the Nasdaq Capital Market) of the lowest daily VWAP over a specified

02. Unregistered

Item 3.02. Unregistered Sales of Equity Securities The disclosure set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

01. Financial

Item 9.01. Financial (d) Exhibits. Exhibit Number Title 10.1* Purchase Agreement, dated as of August 28, 2024, by and between Agrify Corporation and Ionic Ventures, LLC 10.2 Registration Rights Agreement, dated as of August 28, 2024, by and between Agrify Corporation and Ionic Ventures, LLC 10.3 Amendment to Pre-Funded Common Stock Purchase Warrant, dated as of August 28, 2024, by and between Agrify Corporation and CP Acquisitions, LLC 10.4 Amendment to Pre-Funded Common Stock Purchase Warrant, dated as of August 28, 2024, by and between Agrify Corporation and GIC Acquisition LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission. 3

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: August 29, 2024 By: /s/ Raymond Nobu Chang Raymond Nobu Chang Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR