Agrify Corp Files 8-K: Agreements, Equity Sales, Officer Changes

TL;DR

Agrify filed an 8-K detailing new agreements, equity sales, and exec/director shakeups.

AI Summary

On November 19, 2024, Agrify Corporation entered into a material definitive agreement, likely related to its operations or financing. The company also reported on unregistered sales of equity securities and changes in its board and officer composition, including director departures and elections, as well as the appointment of new officers and compensatory arrangements. These events are detailed in their 8-K filing.

Why It Matters

This filing indicates significant corporate actions at Agrify, including potential new agreements, equity transactions, and leadership changes, which could impact the company's strategic direction and financial health.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, unregistered equity sales, and changes in corporate leadership, all of which can carry inherent risks and signal potential shifts in the company's operations or financial standing.

Key Players & Entities

• Agrify Corporation (company) — Registrant
• November 19, 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
• $22.30 — ng. The purchase price for one Share is $22.30 and the purchase price for one Pre-Fund
• $22 — ase price for one Pre-Funded Warrant is $22.2999, which is equal to the purchase pr
• $0.0001 — of Common Stock at a price per share of $0.0001 (as adjusted from time to time in accor
• $38.76 — nvestors except for a purchase price of $38.76 pursuant to applicable Nasdaq listing r
• $25.9 m — cement are expected to be approximately $25.9 million, before deducting offering expens
• $1 — to receive annual cash compensation of $1 and is eligible to receive equity award

Filing Documents

• ea0222062-8k_agrify.htm (8-K) — 41KB
• ea022206201ex4-1_agrify.htm (EX-4.1) — 90KB
• ea022206201ex10-1_agrify.htm (EX-10.1) — 183KB
• ea022206201ex10-2_agrify.htm (EX-10.2) — 76KB
• ea022206201ex99-1_agrify.htm (EX-99.1) — 9KB
• 0001213900-24-100715.txt ( ) — 669KB
• agfy-20241119.xsd (EX-101.SCH) — 3KB
• agfy-20241119_lab.xml (EX-101.LAB) — 33KB
• agfy-20241119_pre.xml (EX-101.PRE) — 22KB
• ea0222062-8k_agrify_htm.xml (XML) — 4KB

02. Departure of Directors

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 19, 2024, the Board of Directors of the Company (the "Board"), upon the recommendation of the Compensation Committee of the Board, agreed to the compensation of Benjamin Kovler for his service as the Corporation's Interim Chief Executive Officer. Pursuant to the Board approval, Mr. Kovler will be entitled to receive annual cash compensation of $1 and is eligible to receive equity awards under the Company's 2022 Omnibus Equity Incentive Plan, as amended (the "Plan"). On November 19, 2024, the Board approved a grant of 50,000 restricted stock units to Mr. Kovler (the "RSUs"), all of which will vest on the one-year anniversary of issuance, subject to Mr. Kovler's continued service to the Company as Interim Chief Executive Officer, any other officer position or as executive chairman through the vesting date, and further subject to the approval by the Company's stockholders of an increase to the numbers of shares available for issuance under the Plan that is sufficient to permit the issuance of all of the shares of common stock underlying the RSUs. Item 8.01. Other Events. On November 21, 2024, the Company issued a press release announcing the signing of the Purchase Agreements. The full text of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

01 Financial

Item 9.01 Financial (d) Exhibits. The Company hereby files or furnishes, as applicable, the following exhibits: Exhibit No. Description 4.1 Form of Pre-Funded Warrant 10.1* Form of Securities Purchase Agreement 10.2 Form of Registration Rights Agreement 99.1** Press Release of the registrant dated November 21, 2024 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. ** 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: November 21, 2024 By: /s/ Benjamin Kovler Benjamin Kovler Chairman and Interim Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR