What changed in this filing

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Item 5. Other Information

2025-08-08 compared with 2025-05-09 · 27 added, 36 removed, 20 unchanged (76% of the section changed)

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.

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).

officers or directors, as defined in Rule 16a-1(f), adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1

trading arrangement as defined in item 408 of Regulation S-K, during the three months ended June 30, 2025.

Amendment and Waiver to Secured Convertible Note, dated as of May 8, 2025 (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2025).

Pre-Funded Common Stock Purchase Warrant, dated as of May 8, 2025 (incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2025).

Form of Pre-Funded Common Stock Purchase Warrant (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 May 22, 2025).

Form of Secured Convertible Note dated May 22, 2025 (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 May 22, 2025).

Second Amendment, dated May 22, 2025, to Secured Convertible Note issued on November 5, 2024 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 22, 2025).

Purchase Agreement, dated May 20, 2025, by and between VCP IP Holdings, 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 May 22, 2025).

Trademark and Recipe License Agreement, dated May 20, 2025, by and between MC Brands LLC and GTI Core, 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 May 22, 2025).

Trademark and Recipe License Agreement, dated May 20, 2025, by and between For Success Holding Company and Core Growth, 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 May 22, 2025).

Trademark and Recipe License Agreement, dated May 20, 2025, by and between VCP IP Holdings, LLC and Core Growth, 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 May 22, 2025).

Amended and Restated Shared Services Agreement, dated May 20, 2025, by and between Vision Management Services, LLC and Agrify Corporation (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 22, 2025).

Agrify 2022 Omnibus Equity Incentive Plan, (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2025).

Amended and Restated Purchase Agreement, dated June 30, 2025, by and between Agrify Corporation and VCP IP Holdings, LLC.

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

10 unchanged sentences

Filed herewith.

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

Furnished herewith in accordance

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

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.

2 unchanged sentences

duly authorized.

AGRIFY CORPORATION

/s/ Benjamin Kovler

August 8, 2025

Benjamin Kovler

Chairman and Interim Chief Executive Officer

Benjamin Kovler

Chairman and Interim Chief

Executive Officer

(Principal Executive Officer)

/s/ Brad Asher

August 8, 2025

Chief Financial Officer

(Principal Financial and Accounting Officer)

(Principal Financial and

Accounting Officer)

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