Agrify Corp Files 8-K on Security Holder Rights

TL;DR

Agrify filed an 8-K, watch for changes to shareholder rights and bylaws.

AI Summary

Agrify Corporation filed an 8-K on October 4, 2024, reporting on events that occurred on October 3, 2024. The filing indicates material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. It also includes financial statements and exhibits.

Why It Matters

This filing signals potential changes affecting Agrify's shareholders and corporate structure, requiring investors to review the details of the modifications and amendments.

Risk Assessment

Risk Level: medium — Filings related to modifications of security holder rights and amendments to corporate bylaws can indicate significant changes that may impact the company's operations and stock value.

Key Players & Entities

• Agrify Corporation (company) — Registrant
• October 3, 2024 (date) — Earliest event reported
• October 4, 2024 (date) — Date of report
• Nevada (jurisdiction) — State of incorporation
• Troy, MI (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share AGFY Nasdaq Capital Marke
• $1.00 m — the Reverse Stock Split to satisfy the $1.00 minimum bid price requirement (the "Minim
• $1.00 — e Company's Common Stock had been below $1.00 per share, the minimum closing bid pric

Filing Documents

• ea0216705-8k_agrify.htm (8-K) — 36KB
• ea021670501ex3-1_agrify.htm (EX-3.1) — 3KB
• ex3-1_001.jpg (GRAPHIC) — 1038KB
• ex3-1_002.jpg (GRAPHIC) — 811KB
• ex3-1_003.jpg (GRAPHIC) — 477KB
• ex3-1_004.jpg (GRAPHIC) — 905KB
• 0001213900-24-085199.txt ( ) — 4662KB
• agfy-20241003.xsd (EX-101.SCH) — 3KB
• agfy-20241003_lab.xml (EX-101.LAB) — 33KB
• agfy-20241003_pre.xml (EX-101.PRE) — 22KB
• ea0216705-8k_agrify_htm.xml (XML) — 4KB

03. Material Modification

Item 3.03. Material Modification to Rights of Security Holders. The information set forth in Item 5.03 is incorporated herein by reference.

03. Amendment to Articles of Incorporation

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. On October 3, 2024, Agrify Corporation (the "Company") filed Articles of Amendment (the "Charter Amendment") to its Articles of Incorporation with the Secretary of State of the State of Nevada to effect a 1-for-15 reverse stock split of the Company's common stock, par value $0.001 per share (the "Common Stock"), in which each fifteen (15) shares of Common Stock issued and outstanding will be combined and converted into one share of Common Stock (the "Reverse Stock Split"). The Reverse Stock Split will be effective as of 12:01 a.m. Eastern Time on October 8, 2024 (the "Effective Date"). The Charter Amendment was approved by holders of a majority of the Company's outstanding Common Stock on September 3, 2024, and by the Company's Board of Directors. Reason for the Reverse Stock Split The Company is effecting the Reverse Stock Split to satisfy the $1.00 minimum bid price requirement (the "Minimum Bid Requirement"), as set forth in Nasdaq Listing Rule 5550(a)(2) (the "Rule"), for continued listing on The Nasdaq Capital Market. As previously disclosed, on March 5, 2024, the Company received a letter from the staff of the Listing Qualifications Department of The Nasdaq Stock Market ("Nasdaq") indicating that for the previous 30 consecutive business days, the closing bid price of the Company's Common Stock had been below $1.00 per share, the minimum closing bid price required by the Rule for continued listing on the Nasdaq. Also, as previously disclosed, the staff of Nasdaq determined that the Company was eligible for a 180-day period to attempt to regain compliance with the Rule, which will expire on March 3, 2025. To regain compliance with the Rule, the closing bid price of the Company's Common Stock must be at least $1.00 per share for a minimum 10 consecutive business days, unless Nasdaq staff exercises its discretion to extend this period pursuant to Nasdaq Listing Rule 5810(c)(3)

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Title 3.1 Articles of Amendment to Articles of Incorporation of Agrify Corporation, filed October 3, 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: October 4, 2024 By: /s/ Raymond Nobu Chang Raymond Nobu Chang Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR