Agrify Corp Files 8-K on Asset Deal

TL;DR

Agrify Corp filed an 8-K on Dec 31, 2024, for a material definitive agreement on asset acquisition/disposition.

AI Summary

On December 31, 2024, Agrify Corporation entered into a material definitive agreement related to the completion of an acquisition or disposition of assets. The company, incorporated in Nevada with its principal executive offices in Troy, MI, filed this 8-K report on January 6, 2025, detailing these significant corporate events.

Why It Matters

This filing indicates a significant corporate transaction for Agrify Corporation, potentially impacting its business structure, assets, and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and asset acquisitions/dispositions can introduce significant financial and operational risks.

Key Numbers

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

Key Players & Entities

• Agrify Corporation (company) — Registrant
• December 31, 2024 (date) — Date of earliest event reported
• January 6, 2025 (date) — Filing date
• 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
• $7 m — l and accrued interest of approximately $7 million, and (ii) certain other liabiliti

Filing Documents

• ea0226802-8k_agrify.htm (8-K) — 38KB
• ea022680201ex2-1_agrify.htm (EX-2.1) — 169KB
• ea022680201ex99-1_agrify.htm (EX-99.1) — 9KB
• ea022680201ex99-2_agrify.htm (EX-99.2) — 126KB
• ex99-1_001.jpg (GRAPHIC) — 2KB
• 0001213900-25-000939.txt ( ) — 571KB
• agfy-20241231.xsd (EX-101.SCH) — 3KB
• agfy-20241231_lab.xml (EX-101.LAB) — 33KB
• agfy-20241231_pre.xml (EX-101.PRE) — 22KB
• ea0226802-8k_agrify_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 31, 2024, Agrify Corporation (the "Company") entered into an Asset Purchase Agreement (the "Purchase Agreement") with CP Acquisitions, LLC ("CP"), an entity affiliated with Raymond Chang, the Company's former Chairman and Chief Executive Officer. Under the Purchase Agreement, CP acquired assets from the Company relating to the Company's Vertical Farming Units ("VFUs"), including the related Agrify total-turnkey ("TTK") solution assets and Agrify Insights TM software solutions (collectively the "Cultivation Business"). The sale of the Cultivation Business occurred following signing on December 31, 2024. The aggregate consideration received by the Company for the sale of the Cultivation Business consisted of the assumption by CP of (i) all of the Company's obligations pursuant secured indebtedness currently held by CP with an aggregate amount of principal and accrued interest of approximately $7 million, and (ii) certain other liabilities relating to the Cultivation Business. The Purchase Agreement includes customary representations and warranties and covenants of the parties. Subject to certain limitations, (i) the Company will indemnify CP and its affiliates, officers, directors and employees against certain losses related to, among other things, breaches of the Company's representations, warranties or covenants, any liabilities other than those assumed by CP under the Purchase Agreement, and liabilities relating to assets that are not part of the Cultivation Business, and (ii) CP will indemnify the Company and its affiliates, officers, directors and employees against certain losses related to breaches of CP's representations, warranties or covenants, and any losses related to any asset of the Cultivation Business acquired by CP or any liability assumed by CP under the Purchase Agreement. The Purchase Agreement has been included as an exhibit hereto to provide investors with information regarding

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 sale of the Cultivation Business is incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 6, 2025, the Company issued a press release announcing the sale of the Cultivation 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. 1

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (b) Pro forma financial information. The unaudited pro forma condensed consolidated financial information of the Company, giving effect to the disposition of the assets in the sale of the Cultivation Business, which includes the unaudited pro forma condensed consolidated balance sheet as of September 30, 2024 and the unaudited pro forma condensed consolidated statements of income for the year ended December 31, 2023 and for the nine months ended September 30, 2024 and the related notes, are incorporated herein by reference as Exhibit 99.2 hereto. The sale of assets is considered a significant disposition for purposes of Item 2.01 of Form 8-K. Accordingly, the Company has prepared the accompanying unaudited pro forma condensed consolidated financial information in accordance with Article 11 of Regulation S-K. The accompanying unaudited pro forma condensed consolidated balance sheet gives effect to the sale of assets under the Purchase Agreement as if it had occurred on September 30, 2024, the date of the Company's most recently filed balance sheet. The accompanying unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2023 and the nine months ended September 30, 2024 gives effect to the sale of assets under the Purchase Agreement as if it had occurred on January 1, 2023. The unaudited pro forma condensed consolidated financial information should be read in conjunction with: (i) the audited consolidated financial statements and notes as of and for the year ended December 31, 2023 and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in the Company's Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (the "SEC") on April 15, 2024 and (ii) the Company's unaudited condensed consolidated financial statements and notes as of and for the period ended September 30, 2024 and "Management's

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: January 6, 2025 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