Agrify Corp Files S-1 Registration Statement

TL;DR

Agrify just filed an S-1, looks like they're prepping for a stock offering.

AI Summary

Agrify Corporation filed an S-1 registration statement with the SEC on September 27, 2024. The filing indicates the company is seeking to register securities, though specific details on the number of shares or dollar amounts are not yet provided in this initial document. Agrify Corporation, headquartered in Troy, Michigan, operates in the agriculture services sector.

Why It Matters

This S-1 filing signals Agrify's intent to potentially raise capital or offer securities to the public, which could impact its stock price and future operations.

Risk Assessment

Risk Level: medium — S-1 filings are preliminary and indicate potential future events like stock offerings, which carry inherent market risks.

Key Numbers

• 0001800637 — Central Index Key (Unique identifier for Agrify Corp in SEC filings.)
• 30-0943453 — IRS Number (Agrify Corp's Employer Identification Number.)

Key Players & Entities

• Agrify Corporation (company) — Registrant
• Raymond Nobu Chang (person) — Chairman and Chief Executive Officer
• Blank Rome LLP (company) — Legal Counsel
• Sullivan & Worcester LLP (company) — Legal Counsel
• 333-282387 (dollar_amount) — SEC File Number

FAQ

Key Financial Figures

• $0.001 — of our common stock with a par value of $0.001 per share (the “Common Stock&rdqu
• $500,000 — nally to the notice amount if less than $500,000) issued and sold to Ionic (the “A
• $5,000,000 — issuable to Ionic if we sell less than $5,000,000 worth of shares of Common Stock, within
• $0.22 — ock on Nasdaq on September 26, 2024 was $0.22 per share. We are an “emerging g
• $15,000,000 — Ionic to purchase up to an aggregate of $15,000,000 of shares of our Common Stock, which sh
• $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
• $0.25 — rice of our Common Stock is at or below $0.25. We will control the timing and amount
• $300,000 — we must pay Ionic a termination fee of $300,000, which is payable, at our option, in ei

Filing Documents

• ea0215654-s1_agrify.htm (S-1) — 473KB
• ea021565401ex5-1_agrify.htm (EX-5.1) — 19KB
• ea021565401ex21-1_agrify.htm (EX-21.1) — 5KB
• ea021565401ex23-1_agrify.htm (EX-23.1) — 3KB
• ea021565401ex-fee_agrify.htm (EX-FILING FEES) — 16KB
• image_001.jpg (GRAPHIC) — 3KB
• ex5-1_001.jpg (GRAPHIC) — 2KB
• ex5-1_002.jpg (GRAPHIC) — 2KB
• 0001213900-24-082784.txt ( ) — 528KB

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 reference herein, including statements regarding our future results of operations and financial position, business strategy and plans and our objectives for future operations, are forward-looking “intend,” “expect” and similar expressions are intended to identify forward-looking statements. These forward-looking our market opportunity; the effects of increased competition as well as innovations by new and existing competitors in our market; our ability to retain our existing customers and to increase our number of customers; our ability to realize revenue from our customers pursuant to existing tot

View Full Filing

View this S-1 filing on SEC EDGAR