Item 5.03. modification of the articles of incorporation or regulations; Change of fiscal year.
The certificate of amendment effects a stock consolidation of 1 for 10 of the common shares of the company, par value
No fractional Common Shares will be issued in connection with the Share Consolidation. Instead, shareholders who would otherwise hold a fractional common share will receive a whole share in lieu thereof.
This summary of the Certificate of Amendment is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
The Company expects the equity-adjusted shares of its common stock to begin trading on the Nasdaq Capital Market at the market open on
As part of the reverse stock split, proportional adjustments will be made to (i) the number of common shares underlying the Company’s outstanding stock options and warrants, (ii) the price exercise or conversion price (as applicable) of the Company’s outstanding shares, stock options and warrants, and (iii) the number of shares reserved for issuance under the plan incentive scheme in shares of the Company.
Section 5.07 Submission of Matters to a Vote of Securityholders
A description of each matter to be voted on at the Special Meeting is set out in detail in the Company’s definitive proxy statement filed with the
Proposal 1 – Approval of issuance of shares upon exercise of warrants
The issuance of up to 21,108,751 common shares upon the exercise of warrants of the Company (the “Warrants”) issued pursuant to the issuance of a senior secured note and from the exchange of subscription warrants previously issued in
Votes For Votes Against Votes Abstained Broker Non-Votes 6,772,215 660,444 52,681 7,409,614
Proposal 2 – Approval of
An amendment to the company’s articles of association to effect a reverse stock split of the common shares of the company in a ratio of not less than 1 to 2 and not more than 1 to 10, with the exact ratio of, the effective time and the decision to implement the reverse stock split, to be determined by the Board of Directors, was approved. The results of the vote were as follows:
Votes For Votes Against Votes Abstained 13,985,128 773,798 136,028
Proposal 3 – Adjournment of the special meeting
The adjournment of the special meeting in order to solicit additional proxies if there are not enough shares to vote in favor of any of the above proposals at the time of the special meeting, has been approved , although no adjournment was necessary due to the approval of Proposals 1 and 2. The results of the vote are as follows:
Votes For Votes Against Votes Abstained 13,549,277 1,187,352 158,325 Item 8.01. Other Events.
Section 9.01. Financial statements and supporting documents.
(d) Exhibits. Exhibit Number Title 3.1 Certificate of Amendment to Articles of Incorporation of
Agrify Corporation, filed October 14, 2022. 99.1 Press Release of Agrify Corporation, dated as of October 17, 2022. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2
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