Item 1.01 Entry Into a Material Definitive Agreement
On January 27, 2021, Agrify Corporation (the "Company") entered into an
Underwriting Agreement dated as of January 27, 2021 (the "Underwriting
Agreement") with Maxim Group LLC, as representative of the underwriters named
therein (collectively, the "Underwriters"), in connection with its initial
public offering. The Company previously filed the form of underwriting agreement
as an exhibit to its Registration Statement on Form S-1 (File No. 333-251616).
On January 27, 2021, the Company announced the pricing of its initial public
offering of 5,400,000 shares of common stock for a price of $10.00 per share,
less certain underwriting discounts and commissions. The Company also granted
the Underwriters a 45-day option to purchase up to 810,000 additional shares of
the Company's common stock on the same terms and conditions for the purpose of
covering any over-allotments in connection with the initial public offering.
The initial public offering closed on February 1, 2021 and 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 (the "Securities
Act"), 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.
The net proceeds to the Company from its initial public offering are
approximately $49.4 million, after deducting underwriting commissions and
offering expenses, and assuming no exercise of the over-allotment option. The
Company intends to use the net proceeds from its initial public offering for
research and development for future generations of its products and software,
sales and marketing activities, hiring of additional personnel, its equipment
financing plan to provide limited credit to our customers and working capital
and other general corporate purposes.
This Current Report on Form 8-K contains forward-looking statements that involve
risks and uncertainties, such as statements related to the use of proceeds from
the initial public offering, as well as other risks detailed from time to time
in the Company's filings with the SEC.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current
Report on Form 8-K and is incorporated herein by reference. The foregoing
description of the Underwriting Agreement does not purport to be complete and is
qualified in its entirety by reference to the complete text of the Underwriting
Agreement.
Item 8.01 Other Events
On January 27, 2021, the Company issued a press release announcing the pricing
of the initial public offering. A copy of this press release is attached as
Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
1.1 Underwriting Agreement dated January 27, 2021 by and between the
Registrant and Maxim Group LLC
99.1 Press Release dated January 27, 2021
1© Edgar Online, source Glimpses
AGRIFY CORPORATION 
