Item 8.01 Other Events

As previously disclosed, on February 19, 2021, Agrify Corporation (the "Company") consummated an underwritten public offering (the "Offering") of 5,555,555 shares of its common stock for a price of $13.50 per share, less certain underwriting discounts and commissions. Pursuant to an Underwriting Agreement, dated as of February 16, 2021 (the "Underwriting Agreement"), between the Company and Maxim Group LLC, as representative of the underwriters named therein (collectively, the "Underwriters"), the Company granted the Underwriters a 45-day option to purchase up to 833,333 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 Offering.

Subsequently, the Underwriters exercised the over-allotment option, and on March 22, 2021, the Company closed on the sale of an additional 833,333 shares of common stock for a price of $13.50 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 Offering to 6,388,888 shares and the total net proceeds received in connection with the Offering to approximately $80 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. 333-253005), which was declared effective by the Securities and Exchange Commission (the "SEC") on February 16, 2021 under the Securities Act of 1933, as amended. A final prospectus describing the terms of the Offering was filed with the SEC and is available on the SEC's website located at http://www.sec.gov.







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