UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): September 14, 2021
AGRIFY CORPORATION
(Exact name of registrant as specified in its charter)
| Nevada | | 001-39946 | | 30-0943453 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
76 Treble Cove Rd. Building 3 Billerica, MA 01862 | | 01862 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (617) 896-5243
(Former name or former address, if changed since last report.)
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 | | Ticker 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.
As previously disclosed, on January 27, 2021, Agrify Corporation (the “Company”) entered into an Underwriting Agreement dated as of January 27, 2021 (the “Underwriting Agreement”) with Maxim Group LLC, as representative of the underwriters named therein (“Maxim”), in connection with its initial public offering. On September 14, 2021, the Company entered into a Letter Agreement and Waiver dated September 14, 2021 (the “Letter Agreement”), to amend the terms of the Underwriting Agreement.
Pursuant to the Letter Agreement, Maxim agreed to waive the right of first refusal included in the Underwriting Agreement in consideration of (i) a cash payment to Maxim of $2.4 million to be paid via wire transfer within three (3) business days of the execution of the Letter Agreement; and (ii) the right to participate as a co-manager with ten percent (10%) of the economics with respect to the Company’s next public offering of securities, payable in cash upon the closing of such offering. Except as specifically modified or amended by the terms of the Letter Agreement, the Underwriting Agreement and all provisions contained therein remain in full force and effect.
The foregoing description of the Letter Agreement is not complete and is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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: September 20, 2021 | By: | /s/ Niv Krikov |
| | Name: | Niv Krikov |
| | Title: | Chief Financial Officer |
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