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):  January 27, 2021

AGRIFY CORPORATION

(Exact name of registrant as specified in its charter)

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

(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:

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

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 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.

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.

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