SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

_________________

Filed by the Registrant		☒
Filed by a Party other than the Registrant		☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to §240.14a-12

Agrify Corporation
(Name of Registrant as Specified In Its Charter)

_______________________________________________________________

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of Filing Fee (check the appropriate box):

☒		No fee required
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11.

AGRIFY CORPORATION

ANNUAL MEETING OF STOCKHOLDERS

________________

June 8, 2022

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NOTICE AND PROXY STATEMENT

April 29, 2022

Dear Agrify Corporation Stockholder:

On behalf of the Board of Directors, I am pleased to invite you to attend the Agrify Corporation (“Agrify” or the “Company”) 2022 Virtual Annual Meeting of Stockholders to be Wednesday, June 8, 2022, at 10:00 a.m. local time. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/AGFY2022, you must enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting.

At the meeting, you and the other stockholders will be asked to vote upon the following:

• To elect seven directors, each for a one-year term;

• To approve the Agrify Corporation 2022 Omnibus Equity Incentive Plan;

• To approve the Agrify Corporation 2022 Employee Stock Purchase Plan;

• To approve an Amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of Common Stock from 50,000,000 to 100,000,000, and to correspondingly increase the total authorized shares of stock from 53,000,000 to 103,000,000; and

• To ratify the appointment of Marcum, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

As of April 11, 2022, the Company had 26,549,220 shares of Common Stock outstanding. Only shareholders of record as of the close of business on April 11, 2022 are entitled to receive notice of, to attend, and to vote at, the Annual Meeting.

The Company is pleased to take advantage of the Securities and Exchange Commission rules that allow issuers to furnish proxy materials to their shareholders on the Internet. The Company believes these rules allow it to provide you with the information you need while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting.

Whether or not you can attend the meeting, please read the attached proxy statement. When you have done so, please mark your vote on the proxy card, sign and date the proxy card, and return it to us. Alternatively, you may cast your vote by telephone, or through the Internet. Instructions for voting by telephone or through the Internet are included with your proxy. Your vote is important. Please act promptly by voting your shares by telephone, via the Internet, or by signing, dating and returning the proxy card.

Thank you for your continued interest in Agrify. We look forward to seeing you at the meeting.

Sincerely,

Raymond Chang

Chairman and Chief Executive Officer

76 Treble Cove Road, Building No. 3 • Billerica, MA 01862 • Tel: 617-896-5343
agrify@icrinc.com • www.agrify.com

Agrify Corporation
76 Treble Cove Road, Building 3
Billerica, Massachusetts 01862

________________________

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 8, 2022

________________________

To the Stockholders:

Agrify Corporation (“Agrify”) will hold its Virtual Annual Meeting of Stockholders on June 8, 2022 at 10:00 a.m., Eastern Time. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/AGFY2022, you must enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting.

We are holding this meeting for the following purposes:

• To elect seven directors to serve until the 2023 Annual Meeting of Stockholders or until their successors are duly elected and qualified;

• To approve the Agrify Corporation 2022 Omnibus Equity Incentive Plan;

• To approve the Agrify Corporation 2022 Employee Stock Purchase Plan;

• To approve an Amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of Common Stock from 50,000,000 to 100,000,000, and to correspondingly increase the total authorized shares of stock from 53,000,000 to 103,000,000;

• To ratify the appointment of Marcum, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and

• To transact any other business that may properly come before the Annual Meeting or any adjournment thereof.

The Board of Directors selected April 11, 2022 as the record date for determining stockholders entitled to vote at the Annual Meeting. As of April 11, 2022, Agrify had 26,549,220 shares of Common Stock outstanding. A list of stockholders on that date will be available for inspection at Agrify’s corporate headquarters, 76 Treble Cove Road, Building No. 3, Billerica, Massachusetts, 01862, during normal business hours for the ten-day period prior to the Annual Meeting. Only holders of our Common Stock as of the close of business on April 11, 2022 are entitled to vote at the Annual Meeting or any adjournment thereof.

On or about April 29, 2022, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement, proxy and 2021 Annual Report on Form 10-K and how to vote.

By Order of the Board of Directors,

Raymond Chang

Corporate Secretary

Billerica, Massachusetts
April 29, 2022

Important Notice Regarding Availability of Proxy Materials for the Virtual Stockholders Meeting to be Held on June 8, 2022: This proxy statement and our 2021 Annual Report on Form 10-K are available at www.proxyvote.com.

76 Treble Cove Road, Building No. 3 • Billerica, MA 01862 • Tel: 617-896-5343
agrify@icrinc.com • www.agrify.com

IMPORTANT

Whether or not you expect to attend the virtual annual meeting, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares by telephone, via the Internet, or by signing, dating, and returning the enclosed proxy card will save the Company the expense and extra work of additional solicitation. An addressed envelope, for which no postage is required if mailed in the United States, is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so, as your proxy is revocable at your option.

AGRIFY CORPORATION
PROXY STATEMENT
TABLE OF CONTENTS

		Page
GENERAL INFORMATION		1
Annual Meeting Information		1
ITEM 1 — ELECTION OF DIRECTORS		5
Vote Required		5
Recommendation of the Board		5
Nominees for Election		5
CORPORATE GOVERNANCE		9
Board and Board Committee Matters		9
Number of Meetings of the Board of Directors and Attendance in 2021		10
Compensation Committee Interlocks and Insider Participation		10
Director Nomination Process		11
Board Diversity Matrix		12
Director Qualifications		12
Leadership Structure		13
Board of Directors’ Oversight Risk		13
Compensation of Outside Directors		14
Outside Directors Compensation Table for 2021		15
Stockholder Communications with the Board		16
Annual Meeting Attendance		16
Code of Ethics and Business Conduct		16
ITEM 2 — APPROVAL OF THE 2022 OMNIBUS EQUITY INCENTIVE PLAN		17
General		17
2022 Omnibus Plan Highlights		17
Description of the 2022 Omnibus Plan		18
Vote Required		23
Recommendation of the Board		23
ITEM 3 — APPROVAL OF THE 2022 EMPLOYEE STOCK PURCHASE PLAN		24
General		24
Summary Description of the 2022 ESPP		24
Federal Income Tax Consequences of the 2022 ESPP

SEC Form DEF 14A filed by Agrify Corporation