Agrify Corp Files S-1/A Amendment

TL;DR

Agrify filed an S-1/A amendment on 10/23/2024. Details on HQ and incorporation.

AI Summary

Agrify Corporation filed an S-1/A amendment on October 23, 2024, regarding its registration statement. The filing details its principal executive offices located at 2468 Industrial Row Drive, Troy, Michigan, and provides contact information. The company is incorporated in Nevada and operates within the Agriculture Services sector.

Why It Matters

This filing is an update to Agrify's registration statement, which is a crucial step for companies looking to issue securities or make significant changes to their public offering details.

Risk Assessment

Risk Level: medium — S-1/A filings are typically related to securities offerings or significant corporate changes, which inherently carry market and regulatory risks.

Key Numbers

• 333-282387 — SEC File Number (Identifies the specific registration statement)
• 0001800637 — Central Index Key (Unique identifier for the filer)

Key Players & Entities

• Agrify Corporation (company) — Registrant
• October 23, 2024 (date) — Filing Date
• 2468 Industrial Row Drive, Troy, Michigan 48084 (location) — Principal Executive Office
• Nevada (jurisdiction) — State of Incorporation
• Raymond Nobu Chang (person) — Chairman and Chief Executive Officer
• Blank Rome LLP (company) — Legal Counsel

FAQ

Key Financial Figures

• $0.001 — of our common stock with a par value of $0.001 per share (the “Common Stock&rdqu
• $15,000,000 — Ionic to purchase up to an aggregate of $15,000,000 of shares of our Common Stock over the
• $4.0056 — Stock on Nasdaq on October 18, 2024 was $4.0056 per share. We are an “emerging
• $0.474 — fective purchase price of approximately $0.474 per share of Common Stock, the number o
• $250,000 — ng Ionic to purchase any amount between $250,000 and $750,000 of our Common Stock per tr
• $750,000 — urchase any amount between $250,000 and $750,000 of our Common Stock per trading day, at
• $3.75 — rice of our Common Stock is at or below $3.75. We will control the timing and amount
• $5,000,000 — urchase Agreement having sold less than $5,000,000 worth of shares of Common Stock to Ioni
• $300,000 — we must pay Ionic a termination fee of $300,000, which is payable, at our option, in ei

Filing Documents

• ea0218099-s1a1_agrify.htm (S-1/A) — 490KB
• ea021809901ex5-1_agrify.htm (EX-5.1) — 19KB
• ea021809901ex23-1_agrify.htm (EX-23.1) — 2KB
• ea021809901ex-fee_agrify.htm (EX-FILING FEES) — 15KB
• image_001.jpg (GRAPHIC) — 3KB
• ex5-1_001.jpg (GRAPHIC) — 2KB
• ex5-1_002.jpg (GRAPHIC) — 1KB
• 0001213900-24-089964.txt ( ) — 537KB

RISK FACTORS

RISK FACTORS 5 THE IONIC TRANSACTIONS 27

USE OF PROCEEDS

USE OF PROCEEDS 31

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 32 SELLING STOCKHOLDER 34 MARKET INFORMATION FOR SECURITIES AND DIVIDEND POLICY 35

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 36 PLAN OF DISTRIBUTION 39 LEGAL MATTERS 40 EXPERTS 40 INFORMATION INCORPORATED BY REFERENCE 40 WHERE YOU CAN FIND MORE INFORMATION 41 The registration statement containing this prospectus, including the exhibits to the registration statement, provides additional information about us and the Common Stock offered under this prospectus. The registration statement, including the exhibits, can be read on our website and the website of the Securities and Exchange Commission. See “Where You Can Find More Information.” Information contained in, and that can be accessed through our web site, https://ir.agrify.com, shall not be deemed to be part of this prospectus or incorporated herein by reference and should not be relied upon by any prospective investors for the purposes of determining whether to purchase the Common Stock offered hereunder. Unless the context otherwise requires, the terms “we,” “us,” “our,” “the Company,” “Agrify” and “our business” refer to Agrify Corporation and “this offering” refers to the offering contemplated in this prospectus. We nor the Selling Stockholders have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under the circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of shares of our Common Stock. Our business, financial condition, results

Risk Factors

Risk Factors Investing in our shares of Common Stock involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 5 of this prospectus.

Use of Proceeds

Use of Proceeds All of the shares of Common Stock offered by this prospectus are being registered for the account of the selling stockholder. We will not receive any of the proceeds from the sale of these shares of Common Stock. We have agreed to pay all costs, expenses and fees relating to the registration of the shares of Common Stock covered by this prospectus. The selling stockholder will bear all commissions and discounts, if any, attributable to the sale of the shares of Common Stock. However, we may receive gross proceeds of up to $15,000,000 under the ELOC Purchase Agreement with Ionic. We intend to use the net proceeds from any sale of shares to Ionic under the ELOC Purchase Agreement for general corporate purposes, which may include repayment of debt, capital expenditures and payment of operational expenses. 3 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains, and the documents incorporated herein by reference contain, forward-looking statements and information relating to the Company. All statements other than statements of historical facts contained in this prospectus and the documents incorporated by ref

View Full Filing

View this S-1/A filing on SEC EDGAR