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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
February 27, 2024
AGRIFY CORPORATION
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-39946 |
|
30-0943453 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
|
2468 Industrial Row Dr.
Troy, MI |
|
48084 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (617) 896-5243
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
|
AGFY |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive
Agreement.
On February 27, 2024, Agrify Corporation (the
“Company”) entered into a placement agency agreement (the “Agency Agreement”) with Alexander Capital, LP as placement
agent (the “Placement Agent”), pursuant to which the Company agreed to issue and sell an aggregate of 2,760,000 shares of
its common stock, and, in lieu of common stock to certain investors that so chose, pre-funded warrants (the “Pre-Funded Warrants”)
to purchase 3,963,684 shares of its common stock (the “Offering”). The public offering price for each share of common stock
is $0.38, and the offering price for each Pre-Funded Warrant is $0.379, which equals the public offering price per share of the common
stock, less the $0.001 per share exercise price of each Pre-Funded Warrant. The Offering was made pursuant to a registration statement
on Form S-1 (File No. 333-276724) that was filed by the Company with the Securities and Exchange Commission (“SEC”)
on January 26, 2024 and declared effective by the SEC on February 14, 2024. Raymond Chang, the Chairman and Chief Executive Officer of
the Company, participated in the offering on the same terms as other investors.
The Pre-Funded Warrants are exercisable
at any time. A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together with its affiliates, would
beneficially own more than 4.99% (or such other percentage, up to 9.99%, as may be required by the investor) of the number of shares of
common stock outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease
this percentage, but not in excess of 9.99%, by providing at least 61 days’ prior notice to the Company.
Pursuant to the terms of the Agency Agreement,
the Company will pay the Placement Agent a cash transaction fee equal to 7.0% of the aggregate gross proceeds to us from the sale of the
securities in the Offering. In addition, the Company will reimburse the Placement Agent for a certain amount of its accountable expenses,
including the fees and disbursements of the Placement Agent’s counsel, not to exceed $100,000 in the aggregate. Additionally, at
closing the Company will issue to the Placement Agent common stock purchase warrants (the “Placement Agent Warrants”) covering
a number of securities equal to one percent (1.0%) of the total number of securities being sold and/or issued in the Offering. The
Placement Agent Warrants will be non-exercisable for one hundred eighty (180) days beginning on the date of commencement of sales of the
securities being offered in this offering. Following this one hundred eighty (180) day period, the Placement Agent Warrants will be exercisable
until the fifth (5th) year anniversary of commencement of sales of the securities being offering in this offering. The Placement
Agent Warrants will be exercisable at a price per share of $0.38, which is equal to 100% of the price of the securities paid by the purchasers
in connection with this offering. The Placement Agent Warrants will not be redeemable. The Placement Agent Warrants (and the underlying
securities) may not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative,
put, or call transaction that would result in the effective economic disposition of the Placement Agent Warrants (or the underlying securities)
for a period of one hundred eighty (180) days beginning on the date of commencement of sales of the securities being offered in the offering.
The Placement Agent Warrants, however, may be assigned, in whole or in part, to any successor, officer or member of the Placement Agent
(or to officers or partners of any such successor or member) pursuant to FINRA Rule 5110(e)(2). There are no registration rights
associated with the Placement Agent Warrants. Additionally, the Company granted a six-month right of first refusal for certain financings
to the Placement Agent.
The Company estimates that the net proceeds
from the Offering will be approximately $2.2 million, after deducting estimated Placement Agent fees and commissions and estimated expenses.
The Company intends to use the net proceeds from the Offering for working capital and general corporate
purposes, which may include capital expenditures and repayment of debt. The Company expects the Offering to close on February 28,
2024, subject to customary closing conditions.
The Agency Agreement, the form of Pre-Funded
Warrant, and the form of Placement Agent Warrant are filed as Exhibits 1.1, 4.1 and 4.2, respectively, to this Current Report on
Form 8-K, and the foregoing descriptions of the terms of the Agency Agreement, the form of Pre-Funded Warrant, and the form
of Placement Agent Warrant are qualified in their entirety by reference to such exhibits.
The
Agency Agreement contains representations and warranties that the parties made to, and solely
for the benefit of, the other in the context of all of the terms and conditions of that agreement and in the context of the specific relationship
between the parties. The provisions of the Agency Agreement, including the representations
and warranties contained therein, are not for the benefit of any party other than the parties to such agreement and is not intended as
a document for investors and the public to obtain factual information about the current state of affairs of the parties to such agreement.
Rather, investors and the public should look to other disclosures contained in the Company’s filings with the Securities and Exchange
Commission.
Item 8.01 Other Events.
On February 28, 2024, the Company issued a
press release announcing the pricing of the Offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial
Statements and Exhibits.
The Company hereby files or furnishes, as
applicable, the following exhibits:
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: February 28, 2024 |
By: |
/s/ Raymond Nobu Chang |
| |
|
Raymond Nobu Chang |
| |
|
Chief Executive Officer |
3
Exhibit 1.1
February 27, 2024
Agrify Corporation
2468 Industrial Row Drive
Troy, Michigan 48084
Attn: Raymond Nobu Chang
Chairman and Chief Executive Officer
This letter (the “Agreement”)
constitutes the agreement between Alexander Capital, L.P. (the “Placement Agent”) and Agrify Corporation, a Nevada
corporation (the “Company”), that the Placement Agent shall serve as the exclusive placement agent for the Company,
on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) to certain
purchasers (the “Purchasers”) of up to an aggregate of (i) 2,760,000 shares
(each a “Share” and collectively, the “Shares”) of the Company’s common stock, par value $0.001
per share (the “Common Stock”) and (ii) 3,963,684 pre-funded warrants (each a “Pre-Funded Warrant”
and collectively, the “Pre-Funded Warrants”), with each Pre-Funded Warrant exercisable to purchase one share of Common
Stock (the “Pre-Funded Warrant Shares”) at an exercise price of $0.001 per share. The Shares, the Pre-Funded Warrants,
and the Pre-Funded Warrant Shares are referred to herein as the “Securities.” The terms of the Placement shall be mutually
agreed upon by the Company and the Purchasers, and nothing herein constitutes that the Placement Agent would have the power or authority
to bind the Company or any Purchaser, or an obligation for the Company to issue any Securities or complete the Placement. The purchase
price to the Purchasers for each Share is $0.38 and the purchase price to the Purchasers for each Pre-Funded Warrant is $0.379. The Placement
Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Placement; provided,
however, that the Company shall first approve any such sub-agents. The sale of Securities to any Purchaser will be evidenced by subscription
agreements (the “Subscription Agreements”) between the Company and each Purchaser, in a form reasonably acceptable
to the Company and the Purchaser. Prior to the signing of any Subscription Agreement, officers of the Company will be available to answer
inquiries from prospective Purchasers.
SECTION 1. REPRESENTATIONS AND WARRANTIES OF THE
COMPANY; COVENANTS OF THE COMPANY.
A. Representations of the Company. The
Company represents and warrants that there are no affiliations with any FINRA member firm among the Company’s officers, directors or,
to the knowledge of the Company, any five percent (5%) or greater securityholder of the Company.
The Company has filed with the Securities and
Exchange Commission (the “Commission”) a registration statement on Form S-1 under the Securities Act of 1933, as amended
(the “Securities Act”), on January 26, 2024 (File No. 333-276724), as amended on February 7, 2024 and February 14,
2024, and declared effective on February 14, 2024 for the registration of the Securities under the Securities Act. Following the determination
of pricing among the Company and the prospective Purchasers introduced to the Company by Placement Agent, the Company will file with the
Commission pursuant to Rules 430A and 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”)
of the Commission promulgated thereunder, a final prospectus relating to the placement of the Securities, their respective pricings and
the plan of distribution thereof and will advise the Placement Agent of all further information (financial and other) with respect to
the Company required to be set forth therein. Such registration statement, at any given time, including the exhibits thereto filed at
such time, as amended at such time (and including any registration statement prepared and filed by the Company in accordance with Rule
462(b) pursuant to the Securities Act), is hereinafter called the “Registration Statement”; such prospectus in the
form in which it, appears in the Registration Statement at the time of effectiveness, is hereinafter called the “Preliminary
Prospectus”; and the final prospectus, in the form in which it will be filed with the Commission pursuant to Rules 430A and/or
424(b) (including the Preliminary Prospectus as it may be amended or supplemented) is hereinafter called the “Final Prospectus.”
The Registration Statement at the time it originally became effective is hereinafter called the “Original Registration Statement.”
Any reference in this Agreement to the Registration Statement, the Original Registration Statement, the Preliminary Prospectus or the
Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”),
if any, which were or are filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at any
given time, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement”
with respect to the Registration Statement, the Original Registration Statement, the Preliminary Prospectus or the Final Prospectus shall
be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date
of the Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. All references
in this Agreement to financial statements and schedules and other information which is “contained,” “included,”
“described,” “referenced,” “set forth” or “stated” in the Registration Statement, the
Preliminary Prospectus or the Final Prospectus (and all other references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement,
the Preliminary Prospectus or the Final Prospectus, as the case may be. As used in this paragraph and elsewhere in this Agreement, “Time
of Sale Disclosure Package” means the Preliminary Prospectus, the final terms of the Offering provided to the Purchasers (orally
or in writing), and any issuer free writing prospectus as defined in Rule 433 of the Act (each, an “Issuer Free Writing Prospectus”),
if any, that the parties hereto shall hereafter expressly agree in writing to treat as part of the Time of Sale Disclosure Package. The
term “any Prospectus” shall mean, as the context requires, the Preliminary Prospectus, the Final Prospectus and any
supplement to either thereof. The Company has not received any notice that the Commission has issued or intends to issue a stop order
suspending the effectiveness of the Registration Statement or the use of the Preliminary Prospectus or the Final Prospectus or intends
to commence a proceeding for any such purpose.
The Original Registration Statement, as amended,
(and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each
of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects
with the Securities Act and the applicable Rules and Regulations and did not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Final Prospectus,
as of its date, complied or will comply in all material respects with the Securities Act and the applicable Rules and Regulations. The
Final Prospectus, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were
made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date
thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be
filed with the Commission. Except for this Agreement and the Subscription Agreements, there are no documents required to be filed with
the Commission in connection with the transaction contemplated hereby that (i) have not been filed as required pursuant to the Securities
Act or (ii) will not be filed within the requisite time period under the Rules and Regulations. Except for this Agreement and the Subscription
Agreements, there are no contracts or other documents required to be described in the Final Prospectus, or to be filed as exhibits or
schedules to the Registration Statement, which have not been described or filed as required. The foregoing shall not apply to statements
in, or omissions from, any such document made in reliance upon, and in conformity with, information furnished to the Company by the Placement
Agent specifically for use in the preparation thereof.
Neither the Company nor any of its directors and
officers has distributed and none of them will distribute, prior to the Closing Date, any offering material in connection with the offering
and sale of the Securities other than the Time of Sale Disclosure Package.
No forward-looking statement (within the meaning
of Section 27A of the Securities Act and Section 21E of the Exchange Act (“Forward-Looking Statement”) contained
in the Time of Sale Disclosure Package has been made or reaffirmed without a reasonable basis or has been disclosed other than in good
faith.
B. Covenants of the Company. The Company
covenants and agrees to use commercially reasonable efforts in order to continue to retain (i) a firm of independent Public Company Accounting
Oversight Board (PCAOB) registered public accountants for a period of at least five (5) years after the Closing Date and (ii) a competent
transfer agent with respect to the Common Stock for a period of five (5) years after the Closing Date. From the date hereof until 180
days after the Closing Date, without the prior written consent of the Placement Agent, neither the Company nor any Subsidiary shall issue,
enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or any securities of the
Company that would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred
stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise
entitles the holder thereof to receive, Common Stock. Notwithstanding the foregoing, this Section 1.B shall not apply in respect of any
issuance of (a) shares of Common Stock, restricted stock units or options, including the shares of Common Stock underlying the restricted
stock units or options, to employees, officers, consultants or directors of the Company pursuant to any stock or option plan or arrangement
duly adopted for such purpose by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee
of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange
of or conversion of any Securities issued under the Subscription Agreements and/or other securities exercisable or exchangeable for or
convertible into shares of Common Stock issued and outstanding on the date of this Agreement, and (c) securities pursuant to merger, acquisition
or strategic transactions approved by a majority of the disinterested directors of the Company.
C. Registration Statement Matters. The
Company will advise the Placement Agent promptly after it receives notice thereof of the time when any amendment to the Registration Statement
has been filed or becomes effective or any supplement to the Final Prospectus has been filed and will furnish the Placement Agent with
copies thereof. The Company will file promptly all reports and any definitive proxy or information statements required to be filed by
the Company with the Commission pursuant to Section 13(a), 14 or 15(d) of the Exchange Act subsequent to the date of any Prospectus and
for so long as the delivery of a prospectus is required in connection with the Offering. The Company will advise the Placement Agent,
promptly after it receives notice thereof (i) of any request by the Commission to amend the Registration Statement or to amend or supplement
any Prospectus or for additional information, and (ii) of the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement or any post-effective amendment thereto or any order directed at any Incorporated Document, if any, or any
amendment or supplement thereto or any order preventing or suspending the use of the Preliminary Prospectus or the Final Prospectus or
any prospectus supplement or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, of the
suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the institution or threatened institution
of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement
or a Prospectus or for additional information. The Company shall use its best efforts to prevent the issuance of any such stop order or
prevention or suspension of such use. If the Commission shall enter any such stop order or order or notice of prevention or suspension
at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment, or will file a
new registration statement and use its best efforts to have such new registration statement declared effective as soon as practicable.
Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b), 430A, 430B and 430C, as applicable, under the
Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that
any filings made by the Company under such Rule 424(b) are received in a timely manner by the Commission.
D. Amendments and Other Matters. The Company
will comply with the Securities Act and the Exchange Act, and the rules and regulations of the Commission thereunder, so as to permit
the completion of the distribution of the Securities as contemplated in this Agreement, the Incorporated Documents and any Prospectus.
If during the period in which a prospectus is required by law to be delivered in connection with the distribution of Securities contemplated
by the Incorporated Documents or any Prospectus (the “Prospectus Delivery Period”), any event shall occur as a result
of which, in the judgment of the Company or in the opinion of the Placement Agent or counsel for the Placement Agent, it becomes necessary
to amend or supplement the Incorporated Documents or any Prospectus in order to make the statements therein, in light of the circumstances
under which they were made, as the case may be, not misleading, or if it is necessary at any time to amend or supplement the Incorporated
Documents or any Prospectus or to file under the Exchange Act any Incorporated Document to comply with any law, the Company will promptly
prepare and file with the Commission, and furnish at its own expense to the Placement Agent and to dealers, an appropriate amendment to
the Registration Statement or supplement to the Registration Statement, the Incorporated Documents or any Prospectus that is necessary
in order to make the statements in the Incorporated Documents and any Prospectus as so amended or supplemented, in light of the circumstances
under which they were made, as the case may be, not misleading, or so that the Registration Statement, the Incorporated Documents or any
Prospectus, as so amended or supplemented, will comply with law. Before amending the Registration Statement or supplementing the Incorporated
Documents or any Prospectus in connection with the Offering, the Company will furnish the Placement Agent with a copy of such proposed
amendment or supplement and will not file any such amendment or supplement to which the Placement Agent reasonably objects.
E. Copies. The Company will furnish the
Placement Agent, without charge, during the period beginning on the date hereof and ending on the Closing Date, as many copies of any
Prospectus or prospectus supplement and any amendments and supplements thereto, as the Placement Agent may reasonably request.
F. No Manipulation. The Company will not
take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute,
the stabilization or manipulation of the price of any securities of the Company.
SECTION 2. REPRESENTATIONS OF THE PLACEMENT AGENT.
The Placement Agent represents and warrants that it (i) is a member in good standing of FINRA, (ii) is registered as a broker/dealer under
the Exchange Act, (iii) is licensed as a broker/dealer under the laws of the United States of America, applicable to the offers and sales
of the Securities by the Placement Agent, (iv) is and will be a corporate body validly existing under the laws of its place of incorporation,
and (v) has full power and authority to enter into and perform its obligations under this Agreement. The Placement Agent will immediately
notify the Company in writing of any change in its status with respect to subsections (i) through (v) above. The Placement Agent covenants
that it will use its reasonable best efforts to conduct the Placement hereunder in compliance with the provisions of this Agreement and
the requirements of applicable law.
SECTION 3. AGREEMENT TO ACT AS PLACEMENT AGENT;
COMPENSATION.
A. On the basis of the representations, warranties
and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Placement Agent shall
be the exclusive placement agent in connection with the offering and sale by the Company of the Securities pursuant to the Registration
Statement, with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations between
the Company, the Placement Agent and the prospective Purchasers. The Placement Agent will act on a reasonable best efforts basis and the
Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the
prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below) be obligated
to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act
solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect
to any prospective offer to purchase the Securities and the Company shall have the sole right to accept offers to purchase the Securities
and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and
delivery of, the Securities shall be made at the closing (the “Closing” and the date on which the Closing occurs, the
“Closing Date”). Unless otherwise requested by a Purchaser, on the Closing Date, the Company shall issue the Shares
directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement Agent shall electronically deliver
such Shares to the applicable Purchaser and payment shall be made by the Placement Agent (or its clearing firm) by wire transfer to the
Company, and delivery of the Pre-Funded Warrants shall be made to the applicable Purchaser.
B. In consideration of the services to be
provided for hereunder, the Company shall pay to the Placement Agent and/or their respective designees a cash fee of seven percent
(7.0%) of the aggregate gross proceeds raised from the sale of the Securities at the Closing (the “Cash Fee”).
The Cash Fee shall be paid on the Closing Date. The Company will reimburse the Placement Agent for a certain amount of its
accountable expenses including actual accountable road show expenses for the Offering; the cost associated with the Placement
Agent’s use of book-building and compliance software for the Offering, reasonable and documented fees and disbursements of the
Placement Agent’s counsel up to an amount of $75,000 (which maximum shall apply solely to such fees and disbursements of counsel and
not to other fees and expenses provided for in this paragraph); background checks of the Company’s officers and directors;
preparation of bound volumes and Lucite cube mementos in such quantities as the Placement Agent may reasonably request; provided
that these actual accountable expenses of the underwriter shall not exceed $100,000, including the fees and disbursements of the
Placement Agent’s counsel. The Placement Agent acknowledges it received $25,000 as an advance to be applied towards the accountable
expenses (the “Advance”). In the event the Offering is terminated, the Advance received against reasonable
out-of-pocket expenses incurred in connection with the Offering will be returned to the issuer to the extent not actually incurred
in accordance with FINRA Rule 5110(f)(2)(C).The Placement Agent reserves the right to reduce any item of compensation or adjust the
terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the Placement
Agent’s aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment.
C. The Company shall, at the Closing, grant to Alexander Capital, L.P
(or such other recipient as designated by Placement Agent) securities purchase warrants (the “Placement Agent Warrants”)
covering a number of Securities equal to one percent (1.0%) of the total number of Securities being sold and/or issued in the Placement.
The form of the Placement Agent Warrants is set forth as Addendum A hereto. The Placement Agent Warrants will be non-exercisable
for one hundred eighty (180) days beginning on the date of commencement of sales of the securities being offering in the Offering. Following
this (180) day period, the Placement Agent Warrants will be exercisable until the fifth (5th) year anniversary of commencement of sales
of the securities being offering in the Offering. The Placement Agent Warrants will be exercisable at a price per share equal to 100%
of the price of the Securities paid by the Purchasers in connection with the Placement. The Placement Agent Warrants shall not be redeemable.
The Placement Agent Warrants (and the underlying securities) may not be sold, transferred, assigned, pledged, or hypothecated, or be the
subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the
Placement Agent Warrants (or the underlying securities) for a period of one hundred eighty (180) days beginning on the date of commencement
of sales of the securities being offering in the Offering. The Placement Agent Warrants, however, may be assigned, in whole or in part,
to any successor, officer or member of the Placement Agent (or to officers or partners of any such successor or member) pursuant to FINRA
Rule 5110(e)(2). There are no registration rights associated with the Placement Agent Warrants. The Placement Agent Warrants may be exercised
in whole or in part, shall provide for “cashless” exercise, and shall provide for customary anti-dilution and price protection.
SECTION 4. INDEMNIFICATION.
A. To the extent permitted by law, with respect
to the Securities, the Company will indemnify each Placement Agent and its affiliates, directors, officers, employees, members and controlling
persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against all losses, claims, damages,
expenses and liabilities, as the same are incurred (including the reasonable fees and expenses of counsel), relating to or arising out
of its activities hereunder or pursuant to this Agreement, except to the extent that any losses, claims, damages, expenses or liabilities
(or actions in respect thereof) are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and
directly from any Placement Agent’s willful misconduct, bad faith or gross negligence in performing the services described herein.
B. Promptly after receipt by a Placement Agent
of notice of any claim or the commencement of any action or proceeding with respect to which such Placement Agent is entitled to indemnity
hereunder, the Placement Agent will notify the Company in writing of such claim or of the commencement of such action or proceeding, but
failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent
such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company so elects or is requested by
a Placement Agent, the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to
such Placement Agent and will pay the reasonable fees and expenses of such counsel. Notwithstanding the preceding sentence, any Placement
Agent will be entitled to employ counsel separate from counsel for the Company and from any other party in such action if counsel for
the Placement Agent reasonably determines that it would be conflict of interest under the applicable rules of professional responsibility
for the same counsel to represent both the Company and the Placement Agent. In such event, the reasonable fees and disbursements of no
more than one such separate counsel will be paid by the Company, in addition to fees of local counsel. The Company will have the right
to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written
consent of the Placement Agent, which will not be unreasonably withheld. The Company shall not be liable for any settlement of any action
effected without its written consent, which will not be unreasonably withheld.
C. The Company agrees to notify the Placement
Agent promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to
a transaction contemplated by this Agreement.
D. If for any reason the foregoing indemnity is
unavailable to the Placement Agent or insufficient to hold the Placement Agent harmless, then the Company shall contribute to the amount
paid or payable by the Placement Agent as a result of such losses, claims, damages or liabilities in such proportion as is appropriate
to reflect not only the relative benefits received by the Company on the one hand and the Placement Agent on the other, but also the relative
fault of the Company on the one hand and the Placement Agent on the other that resulted in such losses, claims, damages or liabilities,
as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities
referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or
other action or claim. Notwithstanding the provisions hereof, a Placement Agent’s share of the liability hereunder shall not be
in excess of the amount of fees actually received, or to be received, by such Placement Agent under this Agreement (excluding any amounts
received as reimbursement of expenses incurred by the Placement Agent).
E. These indemnification provisions shall remain
in full force and effect whether or not the transaction contemplated by this Agreement is completed and shall survive the termination
of this Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party under this
Agreement or otherwise.
SECTION 5. ENGAGEMENT TERM. The Placement Agent’s
engagement hereunder will be until the earlier of (i) sixty (60) days and (ii) the Closing Date. The date of termination of this Agreement
is referred to herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s
performance of due diligence it deems it necessary to terminate the engagement with respect to itself, such Placement Agent may do so
prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date
but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees with respect to the Securities if sold in the
Placement. Notwithstanding anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay
any fees actually earned pursuant to Section 3 hereof, to pay expenses pursuant to Section 3 hereof, and the provisions concerning confidentiality,
indemnification and contribution, and no fiduciary relationship and governing law (including the waiver of the right to trial by jury)
contained herein will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion
of the Placement, all fees and expenses due to the Placement Agent shall be paid by the Company to the Placement Agent on or before the
Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential
information concerning the Company provided to such Placement Agent by the Company for any purposes other than those contemplated under
this Agreement.
SECTION 6. PLACEMENT AGENT’S INFORMATION.
The Company agrees that any information or advice rendered by the Placement Agent in connection with this engagement is for the confidential
use of the Company only in their evaluation of the Placement and, except as otherwise required by law, the Company will not disclose or
otherwise refer to the advice or information in any manner without the Placement Agent’s prior written consent.
SECTION 7. NO FIDUCIARY RELATIONSHIP. This Agreement
does not create, and shall not be construed as creating rights enforceable by any person or entity not a party hereto, except those entitled
hereto by virtue of the indemnification provisions hereof. The Company acknowledges and agrees that the Placement Agent is not and shall
not be construed as a fiduciary of the Company and shall have no duties or liabilities to the equity holders or the creditors of the Company
or any other person by virtue of this Agreement or the retention of the Placement Agent hereunder, all of which are hereby expressly waived.
SECTION 8. CLOSING. The obligations of the Placement
Agent, and the closing of the sale of the Securities hereunder are subject to the accuracy, when made and on the Closing Date, of the
representations and warranties on the part of the Company contained herein, to the performance by the Company of its obligations hereunder
and in the Subscription Agreements, and to each of the following additional terms and conditions, except as otherwise disclosed to and
acknowledged and waived by the Placement Agent:
A. All corporate proceedings and other legal matters
incident to the authorization, form, execution, delivery and validity of each of this Agreement, the Securities, and all other legal matters
relating to this Agreement and the transactions contemplated hereby with respect to the Securities shall be reasonably satisfactory in
all material respects to the Placement Agent.
B. The Placement Agent shall have received from
outside U.S. corporate counsel to the Company, each such counsel’s written opinion and a negative assurance letter, addressed to
the Placement Agent and dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent.
C. The Placement Agent shall have received a certificate
of the Company’s secretary certifying that (i) the Company’s charter documents are true and complete, have not been modified
and are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Placement are in
full force and effect and have not been modified; and (iii) as to the incumbency of the officers of the Company.
D. The Placement Agent shall have received an
executed FINRA questionnaire from each of the Company and the Company’s executive officers, directors and holders of at least ten
percent (10%) of the Company’s common stock.
E. The Common Stock shall be registered under
the Exchange Act and, as of the Closing Date, the Common Stock shall be listed and admitted and authorized for trading on The Nasdaq Capital
Market (or any nationally recognized successor thereto) (the “Trading Market”) or other applicable U.S. national exchange
and reasonably satisfactory evidence of such action shall have been provided to the Placement Agent. The Company shall have taken no action
designed to, or likely to have the effect of terminating the registration of the Common Stock under the Exchange Act or delisting or suspending
from trading the Common Stock from the Trading Market or other applicable U.S. national exchange, nor has the Company received any information
suggesting that the Commission or the Trading Market or other U.S. applicable national exchange is contemplating terminating such registration
or listing.
F. No action shall have been taken and no statute,
rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would, as of the Closing
Date, prevent the issuance or sale of the Securities or materially and adversely affect or potentially and adversely affect the business
or operations of the Company; and no injunction, restraining order or order of any other nature by any federal or state court of competent
jurisdiction shall have been issued as of the Closing Date which would prevent the issuance or sale of the Securities or materially and
adversely affect or potentially and adversely affect the business or operations of the Company.
G. The Company shall have entered into a Subscription
Agreement with each of the several Purchasers of the Securities and such agreements shall be in full force and effect and shall contain
representations, warranties and covenants of the Company as agreed upon between the Company and the Purchasers.
H. FINRA shall have raised no objection to the
fairness and reasonableness of the terms and arrangements of this Agreement. In addition, the Company shall, if requested by the Placement
Agent, make or authorize Placement Agent’s counsel to make on the Company’s behalf, any filing with the FINRA Corporate Financing
Department pursuant to FINRA Rule 2710 with respect to the Placement and pay all filing fees required in connection therewith.
I. The Placement Agent shall have received
Lock-up Agreements, in form and substance reasonably acceptable to the Placement Agent, executed by each officer and director of the Company.
J. At the pricing of the Offering and the Closing,
the Placement Agent shall have received, and the Company shall have caused to be delivered to the Placement Agent, a cold “comfort
letter” and a bring-down “comfort letter”, respectively, from the current independent registered public accounting firm
of the Company, addressed to the Placement Agent, dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement
Agent. The letter shall not disclose any change in the condition (financial or other), earnings, operations, business or prospects of
the Company from that set forth in the Incorporated Documents or the applicable Prospectus or prospectus supplement, which, in the Placement
Agent’s sole judgment, is material and adverse and that makes it, in the Placement Agent’s sole judgment, impracticable or
inadvisable to proceed with the Offering of the Securities as contemplated by such Prospectus.
K. On the date of this Agreement and on the Closing
Date, the Placement Agent shall have received a certificate of the Chief Financial Officer of the Company addressed to the Placement Agent
and in form and substance reasonably satisfactory to the Placement Agent and Placement Agent’s counsel.
L. Prior to the Closing Date, the Company shall
have furnished to the Placement Agent such further information, certificates and documents as the Placement Agent may reasonably request.
If any of the conditions specified in this Section
8 shall not have been fulfilled when and as required by this Agreement, all obligations of the Placement Agent hereunder may be cancelled
by the Placement Agent at, or at any time prior to, the Closing Date. Notice of such cancellation shall be given to the Company in writing
or orally. Any such oral notice shall be confirmed promptly thereafter in writing.
SECTION 9. GOVERNING LAW. This Agreement will
be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made and to be performed
entirely in such State. This Agreement may not be assigned by either party without the prior written consent of the other party. This
Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns.
Any right to trial by jury with respect to any dispute arising under this Agreement or any transaction or conduct in connection herewith
is waived. Any dispute arising under this Agreement may be brought into the courts of the State of New York or into the Federal Court
located in New York, New York and, by execution and delivery of this Agreement, the Company hereby accepts for itself and in respect of
its property, generally and unconditionally, the jurisdiction of aforesaid courts. Each party hereto hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by delivering a copy thereof via overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such
service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit
in any way any right to serve process in any manner permitted by law. If either party shall commence an action or proceeding to enforce
any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its
attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
SECTION 10. ENTIRE AGREEMENT/MISCELLANEOUS. This
Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings,
relating to the subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect,
such determination will not affect such provision in any other respect or any other provision of this Agreement, which will remain in
full force and effect. This Agreement may not be amended or otherwise modified or waived except by an instrument in writing signed by
the Placement Agent and the Company. The representations, warranties, agreements and covenants contained herein shall survive the Closing
Date of the Placement and delivery of the Securities. This Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and
delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature
is delivered by facsimile transmission or a .pdf format file, such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf signature page were
an original thereof.
SECTION 11. NOTICES. Any and all notices or other
communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective
on the earliest of (a) the date of transmission, if such notice or communication is sent to the email address specified on the signature
pages attached hereto prior to 6:30 p.m. (New York City time) on a business day, (b) the next business day after the date of transmission,
if such notice or communication is sent to the email address on the signature pages attached hereto on a day that is not a business day
or later than 6:30 p.m. (New York City time) on any business day, (c) the third business day following the date of mailing, if sent by
U.S. internationally recognized air courier service, or (d) upon actual receipt by the party to whom such notice is required to be given.
The address for such notices and communications shall be as set forth on the signature pages hereto.
SECTION 12. PRESS ANNOUNCEMENTS. The Company agrees
that the Placement Agent shall, on and after the Closing Date, have the right to reference the Placement and the Placement Agent’s
role in connection therewith in the Placement Agent’s marketing materials and on its website and to place advertisements in financial
and other newspapers and journals, in each case at its own expense.
[The remainder of this page has been intentionally
left blank.]
Please confirm that the foregoing correctly sets
forth our agreement by signing and returning to the Placement Agent the enclosed copy of this Agreement.
| Very truly yours, |
|
| |
|
|
| ALEXANDER CAPITAL, L.P. |
|
| |
|
|
| By: |
/s/ Jonathan Gazdak |
|
| |
Name: |
Jonathan Gazdak |
|
| |
Title: |
Managing Director |
|
|
Accepted and Agreed to as of
the date first written above: |
|
| |
|
|
| AGRIFY CORPORATION |
|
| |
|
|
| By: |
/s/ Raymond Nobu Chang |
|
| |
Name: |
Raymond Nobu Chang |
|
| |
Title: |
Chief Executive Officer |
|
| |
|
|
| |
Address for notice: |
|
| |
Agrify Corporation |
|
| |
2468 Industrial Row Drive |
|
| |
Troy, Michigan 48084 |
|
| |
Attn: Raymond Nobu Chang |
|
[Signature Page to Placement Agency Agreement]
9
Exhibit 99.1
Agrify Corporation Announces Pricing
of $2.6 Million Public Offering
Troy, MI, Feb. 28, 2024 – Agrify
Corporation (Nasdaq: AGFY) (“Agrify” or the “Company”), a leading provider of innovative cultivation and extraction
solutions for the cannabis industry, today announced the pricing of its public offering of 6,723,684 shares of common stock (or
pre-funded warrants in lieu thereof) at a public offering price of $0.38 per share. Gross proceeds, before deducting placement
agent fees and other offering expenses, are expected to be approximately $2.6 million.
The Company
intends to use the net proceeds for working capital and general corporate purposes, which may include capital expenditures and repayment
of debt.
The offering is expected to close on February
28, 2024, subject to customary closing conditions.
Advisor Details
Alexander Capital L.P.
is acting as sole placement agent for the offering. Burns & Levinson LLP served as counsel to the Company. Lucosky Brookman LLP served
as counsel to the placement agent.
The securities described
above are being offered by Agrify pursuant to a registration statement on Form S-1, as amended (File No. 333-276724) that was declared
effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 14, 2024. The offering is being made only
by means of a prospectus forming a part of the effective registration statement. A copy of the final prospectus related to the offering,
when available, may be obtained from Alexander Capital L.P., 10 Drs James Parker Boulevard #202, Red Bank, NJ 07701, Attention: Equity
Capital Markets, or by calling (212) 687-5650 or emailing info@alexandercapitallp.com or by logging on to the SEC’s website at www.sec.gov.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy these securities, and shall not constitute an offer, solicitation or sale in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of that state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance
with the registration requirements of the Securities Act of 1933, as amended.
Agrify Corporation
Agrify is a leading provider of innovative
cultivation and extraction solutions for the cannabis industry, bringing data, science, and technology to the forefront of the market.
Our proprietary micro-environment-controlled Vertical Farming Units (VFUs), enable cultivators to produce the highest quality products
with unmatched consistency, yield, and ROI (return on investment) at scale. Our comprehensive extraction product line, which includes
hydrocarbon, ethanol, solventless extraction, post-processing, and lab equipment, empowers producers to maximize the quantity and quality
of extract required for premium concentrates. For more information, please visit our website at http://www.agrify.com.
Forward-Looking Statements
This press release includes statements
that may be deemed to be “forward-looking statements” under federal securities laws, and we intend that such forward-looking
statements be subject to the safe-harbor created thereby. To the extent that the information presented in this press release discusses
financial projections, information, or expectations about our business plans, results of operations, products or markets, or otherwise
makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use
of words such as “should”, “may,” “intends,” “anticipates,” “believes,” “estimates,”
“projects,” “forecasts,” “expects,” “plans,” and “proposes.” Specific forward-looking
statements in this press release include, among others, statements regarding the expected trading of our shares on The Nasdaq Capital
Market, the expected closing of the offering, and the intended use of the net proceeds of the offering. Although we believe that the expectations
reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that
could cause actual results to differ materially and adversely from such forward-looking statements. You are urged to carefully review
and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors”
in the prospectus included in the Registration Statement and elsewhere in documents that we file from time to time with the SEC. Forward-looking
statements speak only as of the date of the document in which they are contained, and Agrify does not undertake any duty to update any
forward-looking statements except as may be required by law. References and links to websites have been provided as a convenience, and
the information contained on such websites is not incorporated by reference into this press release.
For more information, contact: IR@agrify.com
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