Other Information
−Removed: 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
−Removed: trading arrangement as defined in item 408 of Regulation S-K, during the three months ended June 30, 2025.
−Removed: 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).
−Removed: 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).
−Removed: 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).
−Removed: 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).
−Removed: 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).
−Removed: 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).
−Removed: 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).
−Removed: 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).
−Removed: 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).
−Removed: 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).
−Removed: 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).
−Removed: Amended and Restated Purchase Agreement, dated June 30, 2025, by and between Agrify Corporation and VCP IP Holdings, LLC.
+Added: No officers or directors,
+Added: 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
+Added: as defined in item 408 of Regulation S-K, during the three months ended September 30, 2025.
+Added: Certificate of Amendment to Articles of Incorporated dated August 27, 2025 (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 August 27, 2025).
+Added: Third Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 27, 2025).
+Added: Form of Secured Convertible Note dated August 25, 2025 (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 August 27, 2025).
+Added: Form of Pre-Funded Common Stock Purchase Warrant (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 August 27, 2025).
+Added: Third Amendment, August 25, 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 August 27, 2025).
+Added: First Amendment, August 25, 2025, to Secured Convertible Notes issued on May 22, 2025 (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 27, 2025).
+Added: Purchase Agreement, dated August 27, 2025, by and between VCP23, LLC and the 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 August 27, 2025).
+Added: Trademark and Recipe License Agreement, dated August 27, 2025, by and between VCP IP Holdings, 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 August 27, 2025).
+Added: Amended and Restated Trademark and Recipe License Agreement, dated August 27, 2025, by and between MC Brands LLC and GTI Core, 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 27, 2025).
Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer
10 unchanged sentences
Filed herewith.
−Removed: Furnished herewith in accordance
−Removed: with Item 601 (b)(32) of Regulation S-K.
−Removed: Schedules and exhibits
−Removed: have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
−Removed: The registrant hereby undertakes to furnish copies of any of the
−Removed: omitted schedules and exhibits upon request by the U.S.
+Added: Furnished herewith in accordance with Item 601-(b)(32) of Regulation S-K.
+Added: Schedules and exhibits 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 schedules and exhibits upon request by the U.S.
Securities and Exchange Commission.
2 unchanged sentences
duly authorized.
−Removed: August 8, 2025
−Removed: Benjamin Kovler
+Added: November 7, 2025
+Added: /s/ Benjamin Kovler
Benjamin Kovler
−Removed: Chairman and Interim Chief
−Removed: Executive Officer
+Added: Chairman and Interim Chief Executive Officer
(Principal Executive Officer)
−Removed: August 8, 2025
+Added: November 7, 2025
+Added: /s/ Brad Asher
Chief Financial Officer
−Removed: (Principal Financial and
−Removed: Accounting Officer)
+Added: (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.