Agrify Corporation filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 is incorporated herein by reference.
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 3, 2024, Agrify Corporation (the “Company”) filed Articles of Amendment (the “Charter Amendment”) to its Articles of Incorporation with the Secretary of State of the State of Nevada to effect a 1-for-15 reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in which each fifteen (15) shares of Common Stock issued and outstanding will be combined and converted into one share of Common Stock (the “Reverse Stock Split”). The Reverse Stock Split will be effective as of 12:01 a.m. Eastern Time on October 8, 2024 (the “Effective Date”). The Charter Amendment was approved by holders of a majority of the Company’s outstanding Common Stock on September 3, 2024, and by the Company’s Board of Directors.
Reason for the Reverse Stock Split
The Company is effecting the Reverse Stock Split to satisfy the $1.00 minimum bid price requirement (the “Minimum Bid Requirement”), as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Rule”), for continued listing on The Nasdaq Capital Market. As previously disclosed, on March 5, 2024, the Company received a letter from the staff of the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that for the previous 30 consecutive business days, the closing bid price of the Company’s Common Stock had been below $1.00 per share, the minimum closing bid price required by the Rule for continued listing on the Nasdaq. Also, as previously disclosed, the staff of Nasdaq determined that the Company was eligible for a 180-day period to attempt to regain compliance with the Rule, which will expire on March 3, 2025. To regain compliance with the Rule, the closing bid price of the Company’s Common Stock must be at least $1.00 per share for a minimum 10 consecutive business days, unless Nasdaq staff exercises its discretion to extend this period pursuant to Nasdaq Listing Rule 5810(c)(3)(H).
Effects of the Reverse Stock Split
Effective Date; Symbol; CUSIP Number. The Reverse Stock Split will become effective with Nasdaq, and the Common Stock will begin trading on a split-adjusted basis, at the opening of business on the Effective Date. In connection with the Reverse Stock Split, the CUSIP number for the Common Stock will change to 00853E404. The trading symbol for the Common Stock will remain “AGFY.”
Split Adjustment; Treatment of Fractional Shares. On the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company will be converted automatically into the number of shares of Common Stock equal to: (i) the number of issued and outstanding shares of Common Stock held by each such record holder immediately prior to the Reverse Stock Split divided by (ii) fifteen (15). No fractional shares will be issued in connection with the Reverse Stock Split. Instead, each stockholder will be entitled to receive a cash payment in lieu of such fractional share. The cash payment to be paid will be equal to the fraction of a share to which such holder would otherwise be entitled multiplied by the most recent closing price per share of common stock at the effective time of the Reverse Stock Split (as adjusted to give effect to the Reverse Stock Split).
Book-Entry Shares. When the Reverse Stock Split is effected, stockholders who hold uncertificated shares (i.e., shares held in book-entry form and not represented by a physical stock certificate), either as direct or beneficial owners, will have their holdings electronically adjusted automatically by our transfer agent (and, for beneficial owners, by their brokers or banks that hold in “street name” for their benefit, as the case may be) to give effect to the Reverse Stock Split. Stockholders who hold uncertificated shares as direct owners will be sent a statement of holding from the Company’s transfer agent that indicates the number of post-reverse stock split shares of Common Stock owned in book-entry form.
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Certificated Shares. As soon as practicable after the effective time of the Reverse Stock Split, stockholders will be notified that the Reverse Stock Split has been effected. The Company’s transfer agent, Broadridge Corporate Issuer Solutions, LLC, will act as exchange agent for purposes of implementing the exchange of stock certificates. Holders of pre-split shares will be asked to surrender to the exchange agent certificates representing pre-split shares in exchange for certificates representing post-split shares in accordance with the procedures to be set forth in a letter of transmittal to be sent by us or our exchange agent. No new certificates will be issued to a stockholder until such stockholder has surrendered such stockholder’s outstanding certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent. Any pre-split shares submitted for transfer, whether pursuant to a sale or other disposition, or otherwise, will automatically be exchanged for post-split shares. Stockholders should not destroy any stock certificate(s) and should not submit any certificate(s) until requested to do so.
Treatment of Convertible Securities and Equity Awards. On the Effective Date, all options and other convertible securities of the Company outstanding immediately prior to the Reverse Stock Split will be adjusted by dividing the number of shares of Common Stock into which the options and other convertible securities are exercisable or convertible by fifteen (15) and multiplying the exercise or conversion price thereof by fifteen (15), as applicable, all in accordance with the terms of the plans, agreements or arrangements governing such options and other convertible securities and subject to rounding to the nearest whole share. Such proportional adjustments will also be made to the number of shares and restricted stock units issued and issuable under the Company’s equity compensation plan.
Charter Amendment. The Company is effecting the Reverse Stock Split pursuant to the Company’s filing of the Charter Amendment with the Nevada Secretary of State on October 3, 2024. The Charter Amendment will become effective at 12:01 a.m. Eastern Time on the Effective Date. This summary of the Charter Amendment is qualified in its entirety by reference to the Charter Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated by reference herein.
Capitalization. While the reverse stock split will decrease the number of outstanding shares of Common Stock, it will not change the total number of shares of Common Stock authorized for issuance by the Company, nor will it change the par value of the Common Stock. Immediately after the Reverse Stock Split, each stockholder’s relative ownership interest in the Company and proportional voting power will remain unchanged except for minor changes and adjustments that will result from rounding fractional shares into whole shares.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Title | |
| 3.1 | Articles of Amendment to Articles of Incorporation of Agrify Corporation, filed October 3, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| AGRIFY CORPORATION | ||
| Date: October 4, 2024 | By: | /s/ Raymond Nobu Chang |
| Raymond Nobu Chang | ||
| Chief Executive Officer | ||
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