SEC Form S-8 filed by Agrify Corporation

As filed with the Securities and Exchange Commission on November 25, 2024

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AGRIFY CORPORATION

(Exact name of registrant as specified in its charter)

Agrify Corporation 2022 Omnibus Equity Incentive Plan

(Full title of the plans)

Benjamin Kovler

Interim Chief Executive Officer

2468 Industrial Row Dr.

Troy, MI
(Name and address of agent for service)

(855) 420-0020
(Telephone number, including area code, of agent for service)

With a copy to:

Frank A. Segall, Esq.

Robert A. Petitt, Esq.

Blank Rome LLP

125 High Street

Boston, MA 02110

(617) 415-1200

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Agrify Corporation, a Nevada corporation (the “Company,” “we,” “us” or “our”), previously registered 1,765 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), available for issuance pursuant to the Agrify Corporation 2022 Omnibus Equity Incentive Plan (the “Plan”). The Company registered such shares of Common Stock under the Plan on Form S-8 Registration Statement filed with the Securities and Exchange Commission (“SEC”) on July 1, 2022 (Registration Number 333-265950), in accordance with the Securities Act of 1933, as amended.

On January 8, 2024, the Company’s shareholders approved an amendment to the Plan to increase the number of shares of Common Stock which may be issued pursuant to the Plan by an additional 16,666 shares, and on August 12, 2024, the Company’s shareholders approved an amendment to the Plan to increase the number of shares of Common Stock which may be issued pursuant to the Plan by an additional 166,666 shares. This Registration Statement on Form S-8 is being filed to register the additional 183,332 shares of Common Stock for issuance under the Plan pursuant to the amendments to the plan described above (the “Additional Shares”).

The share numbers set forth above retroactively reflect the 1-for-10 reverse stock split completed by the Company on October 18, 2022, the 1-for-20 reverse stock split completed by the Company on July 5, 2023, and the 1-for-15 reverse stock split completed by the Company on October 8, 2024, as applicable.

Pursuant to General Instruction E of Form S-8, the contents of the Form S-8 Registration Statement filed with the SEC on July 1, 2022 (Registration Number 333-265950) are incorporated herein by reference, except to the extent supplemented, amended or superseded by the information set forth herein.

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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The rules of the SEC allow us to incorporate by reference into this Registration Statement the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this Registration Statement, and information that we file later with the Commission will automatically update and supersede this information. This Registration Statement incorporates by reference the documents listed below (other than portions of these documents that are deemed furnished under applicable Commission rules rather than filed and exhibits furnished in connection with such items):

All documents that the registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than any such documents or portions thereof that are deemed to have been furnished and not filed in accordance with the rules of the SEC), prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the shares of common stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of the filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 8. Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Chicago, State of Illinois, on November 25, 2024.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Benjamin Kovler, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

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