UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  February 4, 2021

 

AGRIFY CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada		001-39946		30-0943453
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

101 Middlesex Turnpike Suite 6, PMB 326 Burlington, MA		01803
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code:		(617) 896-5243

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Ticker symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		AGFY		The NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. £

 

 

Item 8.01 Other Events

 

As previously disclosed on a Current Report on Form 8-K dated February 2, 2021, Agrify Corporation (the “Company”), on February 1, 2021, consummated its initial public offering (“IPO”) of 5,400,000 shares of common stock for a price of $10.00 per share, less certain underwriting discounts and commissions. Pursuant to an Underwriting Agreement, dated as of January 27, 2021, by and between the Company and Maxim Group LLC, as representative of the underwriters named therein (the “Underwriters”), the Company granted the Underwriters a 45-day option to purchase up to 810,000 additional shares of its common stock on the same terms and conditions for the purpose of covering any over-allotments.

 

Subsequently, the underwriters exercised the over-allotment option, and on February 4, 2021, the Company closed on the sale of an additional 810,000 shares of common stock for a price of $10.00 per share, less a 7% underwriting commission. The exercise of the over-allotment option brings the total number of shares of common stock sold by the Company in connection with the IPO to 6,210,000 shares and the total net proceeds received in connection with the offering to approximately $57 million, after deducting underwriting discounts and estimated offering expenses.

 

The offering was made pursuant to the Company’s registration statement on Form S-1 (File No. 333- 251616), which was declared effective by the Securities and Exchange Commission (the “SEC”) on January 27, 2021 under the Securities Act of 1933, as amended, and the Company’s Registration Statement on Form S-1MEF (File No. 333-252490). A final prospectus describing the terms of the offering was filed with the SEC on January 29, 2021 and is available on the SEC’s website located at http://www.sec.gov.

 

 

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 hereunto duly authorized.

 

		AGRIFY CORPORATION
Date:  February 4, 2021		By:	/s/ Niv Krikov
		Name:	Niv Krikov
		Title:	Chief Financial Officer