Item 5. Other Information
Item 5. Other Information
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. The
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.
36
Item 6. Exhibits
Exhibit No.
Description
2.1†#
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).
4.1*
Amendment and Waiver to Secured Convertible Note, dated as of May 8, 2025
4.2*
Pre-Funded Common Stock Purchase Warrant, dated as of May 8, 2025
10.1
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).
31.1*
Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer
31.2*
Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial and accounting officer
32.1*
Section 1350 Certification of principal executive officer
32.2*
Section 1350 Certification of principal financial and accounting officer
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*
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. Securities and Exchange Commission.
37
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 thereunto
duly authorized.
AGRIFY CORPORATION
Date: May 9, 2025
By:
/s/ Benjamin Kovler
Benjamin Kovler
Chairman and Interim Chief Executive Officer
(Principal Executive Officer)
Date: May 9, 2025
By:
/s/ Brad Asher
Brad Asher
Chief Financial Officer
(Principal Financial and Accounting Officer)
38
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.