AGRIFY CORP: Amendments to the articles of association or regulations; Change of Fiscal Year, Submission of Matters for Security Holder Voting, Other Events, Financial Statements and Exhibits (Form 8-K)

Item 5.03. modification of the articles of incorporation or regulations; Change of fiscal year.

On October 14, 2022, Agrify Corporation (the “Company”) filed with the Secretary of State of the state of nevada a certificate of amendment to the Articles of Association of the Company (the “Amendment Certificate”), which was approved by the shareholders of the Company at a special meeting of the shareholders of the Company held on October 14, 2022 (the “Special Meeting”) and by the board of directors of the Company.

The certificate of amendment effects a stock consolidation of 1 for 10 of the common shares of the company, par value $0.001 per share (the “Common Shares”), in which ten (10) common shares issued and outstanding at 12:01 a.m. Pacific Time on October 18, 2022 (the effective time of the reverse stock split) will be combined and converted into one common share. Although the Share Consolidation will reduce the number of Common Shares outstanding, it will not change the aggregate number of Common Shares authorized to be issued by the Company, nor will it change the par value of the Common Shares. The reverse stock split is primarily intended to bring the Company into compliance with the minimum offer price requirement to maintain its listing on the Nasdaq Capital Market.

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 October 18, 2022 under the new CUSIP number 00853E206. There will be no change to the trading symbol for the Common Shares, “AGFY”, as part of the Share Consolidation.

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

On October 14, 2022the Company held the Extraordinary Meeting virtually, as of 10:00 a.m. Eastern Time. Of the 26,678,477 ordinary shares of the Company issued and outstanding and giving the right to vote on the date of registration of September 6, 2022a quorum of 14,894,954 shares, or approximately 55.83% of the eligible shares, were represented at the virtual Special Meeting in person or by proxy.

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 Security and Exchange Commission on September 19, 2022 (the “Proxy Statement”). The matters to be voted on at the Special Meeting and the final results of that vote are set out below:


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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
August 2022, and the reduction of the exercise price of certain of these warrants in certain circumstances, has been approved. The results of the vote were as follows:



Votes For   Votes Against   Votes Abstained   Broker Non-Votes
6,772,215      660,444          52,681           7,409,614



Proposal 2 – Approval of Authorization to consolidate shares

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.


On October 17, 2022, the Company has issued a press release announcing the effective date of the reverse stock split. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

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).




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