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Item 5. Other Information

2025-05-09 compared with 2024-11-14 · 41 added, 30 removed, 15 unchanged (83% of the section changed)

Other Information

Articles of Amendment to Articles of Incorporation of Agrify Corporation, filed October 3, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 4, 2024).

Amendment No.

1 to Junior Secured Convertible Promissory Note, dated as of October 18, 2024 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 22, 2024).

Secured Convertible Note (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 5, 2024).

Amendment to Pre-Funded Comon Stock Purchase Warrant between Agrify Corporation and CP Acquisitions, LLC dated as of June 30, 2024 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 3, 2024)

Amendment to Pre-Funded Comon Stock Purchase Warrant between Agrify Corporation and GIC Acquisitions, LLC dated as of June 30, 2024 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 3, 2024)

Purchase Agreement between Ionic Ventures, LLC and Agrify Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 29, 2024).

Registration Rights Agreement between Ionic Ventures, LLC and Agrify Corporation (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 29, 2024).

Amendment to Pre-Funded Common Stock Purchase Warrant, dated as of August 28, 2024, by and between Agrify Corporation and CP Acquisitions, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 29, 2024).

Amendment to Pre-Funded Common Stock Purchase Warrant, dated as of August 28, 2024, by and between Agrify Corporation and GIC Acquisition LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 29, 2024).

First Amendment to Modification and Settlement Agreement, dated as of August 30, 2024, by and between Agrify Corporation and Mack Molding Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 4, 2024).

Amendment to Pre-Funded Common Stock Purchase Warrant, dated as of September 27, 2024, by and between Agrify Corporation and CP Acquisitions, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 1, 2024).

Amendment to Pre-Funded Common Stock Purchase Warrant, dated as of September 27, 2024, by and between Agrify Corporation and GIC Acquisition LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 1, 2024).

Severance Agreement, dated November 5, 2024, between Agrify Corporation and Raymond Chang (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 5, 2024).

Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer and principal financial and accounting officer

Section 1350 Certification of principal executive officer and principal financial and accounting officer

The Green Thumb Note was amended

on May 8, 2025 to issue pre-funded warrants in lieu of cash interest with 18,614 pre-funded warrants issued on May 8, 2025 and an additional

11,373 pre-funded warrants to be issued on September 1, 2025, replacing the previously defined cash interest payment dates.

number of pre-funded warrants is equal to the cash interest amount otherwise payable on the Green Thumb Note divided by the closing share

price on May 8, 2025, which is the effective date of the amendment.

No changes were made to the conversion price of the principal amount

of the Green Thumb Note.

The pre-funded warrants have an exercise price of $0.001 per share, will be exercisable upon issuance,

will expire when the applicable warrant is exercised in full, and are exercisable on a cash basis or, if there is no effective registration

statement registering the resale of the underlying shares of common stock, on a cashless exercise basis at the holder’s discretion.

The pre-funded warrants and the shares of common stock underlying the pre-funded warrants (collectively, the “Securities”)

were, and will be, offered and sold in transactions exempt from registration under the Securities Act in reliance on Section 4(a)(2)

thereof and Rule 506(b) of Regulation D thereunder.

The holder of the pre-funded warrants is an “accredited investor,” as

defined in Regulation D, and is acquiring the Securities for investment only and not with a view towards, or for resale in connection

with, the public sale or distribution thereof.

Accordingly, the Securities will not be registered under the Securities Act and the Securities

may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any

applicable state securities laws.

Asset Purchase Agreement, dated as of December 31, 2024, among the registrant and CP Acquisitions, LLC.

(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2025).

Amendment and Waiver to Secured Convertible Note, dated as of May 8, 2025

Pre-Funded Common Stock Purchase Warrant, dated as of May 8, 2025

Shared Services Agreement, dated March 21, 2025 with Vision Management Services, LLC for Chief Financial Officer Services (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 21, 2025).

Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer

Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial and accounting officer

Section 1350 Certification of principal executive officer

Section 1350 Certification of principal financial and accounting officer

Inline XBRL Instance Document

6 unchanged sentences

Filed herewith.

** Furnished herewith in accordance

with Item 601 (b)(32) of Regulation S-K.

# Certain confidential portions

of this exhibit were omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K because the identified confidential portions (i) are not

material and (ii) 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.

The registrant hereby undertakes to furnish copies of any of the omitted schedules

and exhibits upon request by the U.S.

Furnished herewith in accordance with Item 601 (b)(32) of Regulation

Certain confidential portions of this exhibit were omitted pursuant

to Item 601(b)(2)(ii) of Regulation S-K because the identified confidential portions (i) are not material and (ii) 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.

The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by

Securities and Exchange Commission.

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 thereunto duly authorized.

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 thereunto

duly authorized.

AGRIFY CORPORATION

2 unchanged sentences

Chairman and Interim Chief Executive Officer

(Principal Executive Officer and

(Principal Executive Officer)

/s/ Brad Asher

Chief Financial Officer

(Principal Financial and Accounting Officer)

November 14, 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.

What changed 10-Q

Item 5. Other Information