Other Information
−Removed: Certificate of Amendment to the Articles of Incorporation of the Registrant, filed July 11, 2022 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2022).
−Removed: Certified of Amendment to the Articles of Incorporation of the Registrant, filed October 17, 2022 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 17, 2022).
−Removed: Form of Senior Secured Note (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 19, 2022).
−Removed: Form of Warrant Exchange Note (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 19, 2022).
−Removed: Form of Note Exchange Note (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 19, 2022).
−Removed: Separation Agreement of Thomas Massie, dated as of July 8, 2022 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2022).
−Removed: Employment Agreement, dated as of July 14, 2022, between the Registrant and Stuart Wilcox (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2022).
−Removed: Exchange Agreement, dated as of August 18, 2022, between Agrify Corporation and the investor listed therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 19, 2022).
−Removed: Equity Distribution Agreement, dated as of October 18, 2022, between the Registrant and Canaccord Genuity LLC (incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 18, 2022).
+Added: Promissory Note, dated July 12, 2023, issued by Agrify Corporation to GIC Acquisition, LLC (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2023).
+Added: Exchange Warrant, dated October 27, 2023, issued by Agrify Corporation to High Trail Special Situations LLC (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 30, 2023).
+Added: Abeyance Warrant, dated October 27, 2023, issued by Agrify Corporation to High Trail Special Situations LLC (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 30, 2023).
+Added: Common Stock Purchase Warrant, dated October 18, 2023, issued by Agrify Corporation to Mack Molding Company, Inc.
+Added: (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 30, 2023).
+Added: Amended and Restated Junior Secured Promissory Note, dated October 27, 2023, issued by Agrify Corporation to GIC Acquisition, LLC (incorporated by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 30, 2023).
+Added: Junior Secured Promissory Note, dated October 27, 2023, issued by Agrify Corporation to CP Acquisitions, LLC (incorporated by reference to Exhibit 4.5 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 30, 2023).
+Added: Amendment to Junior Secured Promissory Note, dated December 4, 2023, between Agrify Corporation and CP Acquisitions, LLC (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 6, 2023).
+Added: Company and Investor Acknowledgment and Release, dated October 27, 2023, between Agrify Corporation and CP Acquisitions LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 30, 2023).
+Added: Letter Agreement, dated October 27, 2023, between Agrify Corporation and High Trail Special Situations LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 30, 2023).
+Added: Modification Agreement, effective October 18, 2023, between Agrify Corporation and Mack Molding Company (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 30, 2023).
Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer and principal financial and accounting officer
9 unchanged sentences
Furnished herewith in accordance with Item 601 (b)(32) of Regulation S-K.
−Removed: Indicates a management contract, compensatory plan, or arrangement.
+Added: Certain confidential portions of this exhibit
+Added: were omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K because the identified confidential portions (i) are not material and (ii)
+Added: are customarily and actually treated as private or confidential by the Company.
Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
1 unchanged sentence
Securities and Exchange Commission.
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934,
−Removed: the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
+Added: Pursuant to the requirements of the Securities
+Added: Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
AGRIFY CORPORATION
2 unchanged sentences
Chief Executive Officer
−Removed: (Principal Executive Officer and Principal Financial and Accounting Officer)
−Removed: December 11, 2023
+Added: (Principal Executive Officer and
+Added: Principal Financial and Accounting
+Added: January 3, 2024
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.