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Pursuant to Section 13 OR 15(d) 

of The Securities Exchange Act of 1934


Date of report (Date of earliest event reported): July 12, 2023



(Exact name of registrant as specified in its charter)


Nevada   001-39946   30-0943453

(State or other jurisdiction of incorporation)


  (Commission File Number)   (IRS Employer Identification No.)

76 Treble Cove Rd.

Building 3

Billerica, MA 01862

(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code: (617) 896-5243


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  Trading symbol(s)  Name of each exchange on which registered
Common Stock, par value $0.001 per share  AGFY  The Nasdaq Stock Market LLC


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 1.01 Entry into a Material Definitive Agreement.

On July 12, 2023, the Board of Directors of Agrify Corporation (the “Company”) approved the issuance of an unsecured promissory note (the “Note”) in favor of GIC Acquisition, LLC (the “Investor”), an entity that is owned and managed by Raymond Chang, the Company’s Chairman and Chief Executive Officer. Pursuant to the Note, the Investor will lend up to $500,000 to the Company. The Note bears interest at a rate of 10% per annum, will mature in full on August 6, 2023, and may be prepaid without any fee or penalty. The Note ranks junior to all existing secured indebtedness of the Company.


Item 2.03. Creation of a Direct Financial Obligation.

The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Note is incorporated herein by reference into this Item 2.03.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.


The Company hereby files or furnishes, as applicable, the following exhibits:


Exhibit No.   Description
4.1   Promissory Note
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)







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.


 Date: July 14, 2023 By: /s/ Raymond Nobu Chang
    Raymond Nobu Chang
    Chief Executive Officer



Exhibit 4.1


promissory NOTE

$500,000.00 July 12, 2023
  Boston, Massachusetts


FOR VALUE RECEIVED, AGRIFY CORPORATION, a Nevada corporation (“Maker”), promises to pay to the order of GIC ACQUISITION, LLC, a Delaware limited liability company with an office at 675 VFW Parkway, Suite 152, Chestnut Hill, Massachusetts 02467-3656 (“Holder”), the principal sum advanced to Maker from time to time up to a maximum of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) in lawful money of the United States of America, under the terms and at the times stated herein.

The principal and interest due under this Note shall be payable in full on August 6, 2023.

This Note may be prepaid, in whole or in part, at any time without any penalty, fee, or premium of any kind.

The principal balance outstanding under this Note from time to time shall bear interest at the rate of ten percent (10%) per annum computed on the basis of a 360 day year.

Upon the occurrence a payment default, and at all times thereafter until this Note is paid in full, the principal balance of this Note shall bear interest at the default rate of eighteen percent (18%) per annum computed on the basis of a 360 day year.

Maker waives presentment, demand, notice, protest, and delay in connection with the delivery, acceptance, performance, collection, and enforcement of this Note.

No delay or omission on the part of Holder in exercising any right hereunder shall operate as a waiver of such right or of any other right under this Note. A waiver on anyone occasion shall not be construed as a bar to or a waiver of any such right and/or remedy on any future occasion.

Holder shall be entitled to an award of its reasonable costs and expenses, including, but not limited to, reasonable attorney’s fees, incurred in enforcing and collecting the amounts due under this Note.

This Note shall be governed by the laws of the Commonwealth of Massachusetts.

IN WITNESS WHEREOF, Maker has executed this Note as a sealed instrument as of the date first hereinabove written.


/s/ Josh Savitz

    Name: Josh Savitz
    Title: General Counsel