Agrify Corp Files 8-K: Material Agreement, Acquisition, Equity Sales

TL;DR

Agrify Corp just filed an 8-K detailing a new material agreement, an acquisition, and equity sales. Big moves happening.

AI Summary

On December 12, 2024, Agrify Corporation entered into a material definitive agreement and completed an acquisition. The company also reported on unregistered sales of equity securities and provided a Regulation FD disclosure. Specific details regarding the acquisition and equity sales were filed with the SEC.

Why It Matters

This filing indicates significant corporate activity for Agrify Corp, including a new agreement and an acquisition, which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement, acquisition, and unregistered equity sales, which can introduce complexities and potential risks for the company and its investors.

Key Players & Entities

• Agrify Corporation (company) — Registrant
• December 12, 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

Filing Documents

• ea0224847-8k_agrify.htm (8-K) — 38KB
• ea022484701ex2-1_agrify.htm (EX-2.1) — 196KB
• ea022484701ex4-1_agrify.htm (EX-4.1) — 98KB
• ea022484701ex99-1_agrify.htm (EX-99.1) — 16KB
• ex99-1_001.jpg (GRAPHIC) — 2KB
• 0001213900-24-109028.txt ( ) — 604KB
• agfy-20241212.xsd (EX-101.SCH) — 3KB
• agfy-20241212_lab.xml (EX-101.LAB) — 33KB
• agfy-20241212_pre.xml (EX-101.PRE) — 22KB
• ea0224847-8k_agrify_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. During November 2024, Agrify Corporation (the "Company") entered into a non-binding letter of intent (the "LOI") with Double or Nothing LLC ("Double or Nothing") regarding a proposed acquisition by the Company of substantially all of the assets of Double or Nothing in connection with its Seorita brand of beverages containing cannabinoids. On December 12, 2024, pursuant to the terms of the LOI, the Company entered into an Asset Purchase Agreement (the "Purchase Agreement") with Joel Gott and Charles Bieler (the "Owners") and Double or Nothing. Under the Purchase Agreement, the Company acquired the Seorita brand of beverages and related assets from Double or Nothing relating to the portions of its business operating in compliance with Canadian law and under the 2018 Farm Bill and applicable The aggregate consideration issued to Double or Nothing for the acquisition of the Acquired Business consisted of 97,300 shares (the "Shares") of the Company's common stock, par value $0.001 per share ("Common Stock") and pre-funded warrants (the "Pre-Funded Warrants") to acquire up to 432,700 shares of Common Stock (the "Warrant Shares"). Subject to certain exceptions, the Purchase Agreement restricts the ability of Double or Nothing to sell, assign, or otherwise transfer one-half of the aggregate number of Shares and Warrant Shares for a period of six months and the remainder of the Shares and Warrant Shares for a period of two years. Each Pre-Funded Warrant is exercisable upon issuance into one share of Common Stock at an exercise price per share of $0.001 (as adjusted from time to time in accordance with the terms thereof) and will expire when such Pre-Funded Warrant is fully exercised. The Pre-Funded Warrants may not be exercised to the extent that the holder, together with its affiliates, would beneficially own more than 4.99% of the number of shares of common stock outstanding im

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth in Item 1.01 above concerning the acquisition of the Acquired Business is incorporated herein by reference.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02 in its entirety. The Shares, the Pre-Funded Warrants and the Warrant Shares were and will be sold and issued without registration under the Securities Act of 1933 (the "Securities Act") in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 16, 2024, the Company issued a press release announcing the acquisition of the Acquired Business. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished herein, including Exhibit 99.1, is not deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This information will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates them by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a)

Financial Statements of Business Acquired

Financial Statements of Business Acquired. Any financial statements required by Item 9.01(a) will be filed by amendment as soon as practicable, but no later than 71 calendar days after the date on which this initial Current Report on Form 8-K was required to be filed. (b) Pro Forma Financial Information. Any pro forma financial information required by Item 9.01(b) will be filed by amendment as soon as practicable, but no later than 71 calendar days after the date on which this initial Current Report on Form 8-K was required to be filed. (d) Exhibits. The Company hereby files or furnishes, as applicable, the following exhibits: Exhibit No. Description 2.1* Asset Purchase Agreement, dated as of December 12, 2024, among the registrant, Double or North LLC, Joel Gott, and Charles Bieler. 4.1 Pre-Funded Warrant dated December 12, 2024. 99.1** Press Release of the registrant dated December 16, 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. Certain confidential portions of this exhibit were omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K because the identified confidential portions (i) are not material and (ii) are customarily and actually treated as private or confidential by the Company. 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: December 16, 2024 By: /s/ Benjamin Kovler Benjamin Kovler Chairman and Interim Chief Executive Officer 3

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View this 8-K filing on SEC EDGAR