Other Information
−Removed: Merger Agreement, dated as of February 1, 2022, among the Registrant, LS Holdings Corp., Lab Society NewCo, LLC, Michael S.
−Removed: as Owner Representative, and each of the Owners named therein (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 2, 2022).
−Removed: Form of Pre-Funded Warrant dated January 28, 2022 (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 January 26, 2022).
−Removed: Form of Common Stock Purchase Warrant dated January 28, 2022 (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 January 26, 2022).
−Removed: Form of Common Stock Purchase Warrant (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 March 18, 2022) .
−Removed: Form of Senior Secured 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 March 18, 2022).
−Removed: Form of Securities Purchase Agreement, dated as of January 25, 2022, between the Registrant and the Purchasers party thereto (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 January 26, 2022.
−Removed: Form of Registration Rights Agreement, dated as of January 25, 2022, between the Registrant and the Purchasers party thereto (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 January 26, 2022.
−Removed: Form of Securities Purchase Agreement, dated as of March 14, 2022, between the Registrant and High Trail Special Situations 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 March 18, 2022).
+Added: Certificate of Amendment to Articles of Incorporation
+Added: of Agrify Corporation, filed January 22, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on
+Added: Form 8-K filed with the Securities and Exchange Commission on January 25, 2024).
+Added: Senior Secured Amended, Restated and Consolidated
+Added: Convertible Note dated January 25, 2024 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K
+Added: filed with the Securities and Exchange Commission on January 25, 2024).
+Added: Form of Pre-Funded Warrant (incorporated by
+Added: reference to Exhibit 4.21 to Amendment No.
+Added: 1 to the Company’s Registration Statement on Form S-1 filed with the Securities
+Added: and Exchange Commission on February 8, 2024).
+Added: Form of Placement Agent Warrant (incorporated
+Added: by reference to Exhibit 4.22 to Amendment No.
+Added: 2 to the Company’s Registration Statement on Form S-1 filed with the Securities
+Added: and Exchange Commission on February 14, 2024).
+Added: Agrify 2022 Omnibus Equity Incentive Plan, as
+Added: amended (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the
+Added: Securities and Exchange Commission on December 18, 2023).
+Added: Term Sheet between Nature’s Miracle Holding
+Added: and Agrify Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with
+Added: the Securities and Exchange Commission on April 22, 2024).
+Added: Term Sheet between Nature’s Miracle Holding
+Added: Inc., CP Acquisitions LLC and GIC Acquisition, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report
+Added: on Form 8-K filed with the Securities and Exchange Commission on April 22, 2024).
Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer and principal financial and accounting officer
2 unchanged sentences
Inline XBRL Taxonomy Extension Schema Document.
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document.
−Removed: Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
+Added: Inline XBRL Taxonomy Extension Calculation Linkbase
+Added: Inline XBRL Taxonomy Extension Definition Linkbase
+Added: Inline XBRL Taxonomy Extension Label Linkbase
+Added: Inline XBRL Taxonomy Extension Presentation
+Added: Linkbase Document.
+Added: Cover Page Interactive Data File (formatted
+Added: as Inline XBRL and contained in Exhibit 101).
* Filed herewith.
−Removed: Furnished herewith in accordance with Item 601 (b)(32) of Regulation S-K.
−Removed: Certain information has been omitted from this exhibit in reliance upon Item 601(a)(5) of Regulation S-K.
−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.
−Removed: AGRIFY CORPORATION
−Removed: /s/ Raymond Chang
+Added: ** Furnished herewith in accordance
+Added: with Item 601 (b)(32) of Regulation S-K.
+Added: † Certain confidential portions
+Added: of this exhibit were omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K because the identified confidential portions (i) are not
+Added: material and (ii) are customarily and actually treated as private or confidential by the Company.
+Added: † † Schedules and exhibits
+Added: have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
+Added: The registrant hereby undertakes to furnish copies of any of the omitted
+Added: schedules and exhibits upon request by the U.S.
+Added: Securities and Exchange Commission.
+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.
Raymond Chang
+Added: Raymond Chang
Chief Executive Officer
−Removed: (Principal Executive Officer and
+Added: (Principal Executive Officer
Principal Financial and Accounting Officer)
−Removed: October 2, 2023
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.