Agrify Corporation announced private placement of 2,450,350 common shares, pre-paid warrants and warrants for gross proceeds of approximately $27,300,000 on January 25, 2022. The company has entered into a securities purchase agreement with the investors for the transaction. The transaction will involve participation from an institutional investor and other accredited investors.

The transaction will also involve participation from Raymond Chang, Chairman and Chief Executive Officer of the Company, and Stuart Wilcox, a member of the company's Board of Directors, participated in the transaction on the same terms as other investors except for a combined purchase price of $6.90. The pre-paid warrants to purchase up to an aggregate of 1,570,644 shares of common share and warrants to purchase up to an aggregate of 3,015,745 shares of Common Stock. The combined purchase price for one share of common stock (or one pre-funded warrant) and accompanying fraction of a common warrant is $6.80.

Each common warrant is exercisable into one share of common stock at a price per share of $7.48 and will expire on the fifth anniversary of the initial exercise date. The closing of the sales of the transaction is expected to occur on or about January 28, 2022, subject to the satisfaction of customary closing conditions. The shares, the warrants and the shares of common stock issuable upon the exercise of the warrants will be sold and issued without registration under the Securities Act of 1933 (the “Securities Act”) in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.