AGFY / RYTHM, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

TRADEMARK AND RECIPE LICENSE AGREEMENT

Exhibit 10.2 Execution Version TRADEMARK AND RECIPE LICENSE AGREEMENT This Trademark and Recipe License Agreement (“Agreement”) is made as of August 27, 2025 (the “Effective Date”) by and between VCP IP Holdings, LLC, a Delaware limited liability company (“Licensor”), and GTI Core, LLC, a Delaware limited liability company (“Licensee” and, together with Licensor, the “Parties,” or each, individual

Name of entity as on file with the Nevada Secretary of State : AGRIFY CORPORATION Entity or Nevada Business Identification Number (NVID) : NV20161331161 1. Entity information Certificate to Accompany Restated Articles or Amended and Restated Articles

Exhibit 3.1 Name of entity as on file with the Nevada Secretary of State : AGRIFY CORPORATION Entity or Nevada Business Identification Number (NVID) : NV20161331161 1. Entity information Certificate to Accompany Restated Articles or Amended and Restated Articles Restated Articles - No amendments; articles are restated only and are signed by an officer of the corporation who has been authorized to

AMENDED AND RESTATED TRADEMARK AND RECIPE LICENSE AGREEMENT

Exhibit 10.3 Execution Version AMENDED AND RESTATED TRADEMARK AND RECIPE LICENSE AGREEMENT This AMENDED AND RESTATED TRADEMARK AND RECIPE LICENSE AGREEMENT (this “Agreement”) is made as of August 27, 2025 (the “Effective Date”), by and between MC BRANDS LLC, a Colorado limited liability company (“Licensor”), and GTI CORE, LLC, a Delaware limited liability company (“Licensee” and, together with Lic

THIRD AMENDMENT TO SECURED CONVERTIBLE NOTE

Exhibit 4.3 THIRD AMENDMENT TO SECURED CONVERTIBLE NOTE This THIRD AMENDMENT TO SECURED CONVERTIBLE NOTE (this “Amendment”) is made as of August 25, 2025 (the “Amendment Effective Date”), by and between Agrify Corporation, a Nevada corporation (the “Company”) and RSLGH, LLC, a Delaware limited liability company (the “Holder”), with reference to the following facts: RECITALS A. The Company issued t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 25, 2025 AGRIFY CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 25, 2025 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.

PURCHASE AGREEMENT By and Between VCP23, LLC AGRIFY CORPORATION Dated August 27, 2025 PURCHASE AGREEMENT

Exhibit 10.1 Execution Version PURCHASE AGREEMENT By and Between VCP23, LLC and AGRIFY CORPORATION Dated August 27, 2025 PURCHASE AGREEMENT This PURCHASE AGREEMENT (this “Agreement”), dated August 27, 2025, is made by and between VCP23, LLC, a Delaware limited liability company (“Seller”), and AGRIFY CORPORATION, a Nevada corporation (“Purchaser”). Seller and Purchaser are sometimes referred to in

RYTHM, INC. THIRD AMENDED AND RESTATED ARTICLE I

Exhibit 3.2 RYTHM, INC. THIRD AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Section 1. The registered office of the corporation in Nevada shall be that of its registered agent most recently appointed in the articles of incorporation, or as evidenced by a certificate of acceptance executed by a registered agent and filed with the Secretary of State of Nevada in the manner prescribed by the Nevada R

FIRST AMENDMENT TO SECURED CONVERTIBLE NOTES

Exhibit 4.4 FIRST AMENDMENT TO SECURED CONVERTIBLE NOTES This FIRST AMENDMENT TO SECURED CONVERTIBLE NOTES (this “Amendment”) is made as of August 25, 2025 (the “Amendment Effective Date”), by and among Agrify Corporation, a Nevada corporation (the “Company”) and RSLGH, LLC, a Delaware limited liability company (“RSLGH”), with reference to the following facts: RECITALS A. The Company issued to RSL

PRE-FUNDED COMMON STOCK PURCHASE WARRANT agrify corporation

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Agrify Corporation Secured Convertible Note due 2027

Exhibit 4.1 Agrify Corporation Secured Convertible Note due 2027 THE ISSUANCE AND SALE OF NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES THAT MAY BE ISSUABLE PURSUANT TO THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. UNTIL THE DATE THAT IS SIX (6) MONTHS AFTER AUGUST 25, 2025, THE S

Agrify Corporation to Change Its Name to RYTHM, Inc. Following Brand Portfolio Acquisition

Exhibit 99.1 Agrify Corporation to Change Its Name to RYTHM, Inc. Following Brand Portfolio Acquisition ● Acquires brand portfolio including RYTHM, Dogwalkers, and Beboe from Green Thumb Industries ● Enters into licensing agreement permitting Green Thumb to manufacture and distribute brands ● Under the new name, RYTHM, Inc. will assume the Nasdaq ticker symbol “RYM” starting September 2, 2025 ROLL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39946 AGRIFY CORPORATION (E

Amended and Restated Purchase Agreement, dated June 30, 2025, by and between Agrify Corporation and VCP IP Holdings, LLC.

Exhibit 10.7 Execution Copy AMENDED AND RESTATED PURCHASE AGREEMENT By and Between VCP IP HOLDINGS, LLC and AGRIFY CORPORATION Dated June 30, 2025 AMENDED AND RESTATED PURCHASE AGREEMENT This AMENDED AND RESTATED PURCHASE AGREEMENT (this “Agreement”), dated June 30, 2025, is made by and between VCP IP HOLDINGS, LLC, a Delaware limited liability company (“Seller”), and AGRIFY CORPORATION, a Nevada

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 11, 2025 AGRIFY CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 11, 2025 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File Num

Calculation of Filing Fees Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-8 - (Form Type) AGRIFY CORPORATION - (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee(1) Newly Registered Securities Fees to Be Paid Equity Common stock, par value $0.

As filed with the Securities and Exchange Commission on June 12, 2025

As filed with the Securities and Exchange Commission on June 12, 2025 Registration No.

Form of Pre-Funded Common Stock Purchase Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Secured Convertible Note dated May 22, 2025

Exhibit 4.2 Agrify Corporation Secured Convertible Note due 2026 THE ISSUANCE AND SALE OF NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES THAT MAY BE ISSUABLE PURSUANT TO THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. UNTIL THE DATE THAT IS SIX (6) MONTHS AFTER MAY 22, 2025, THE SECU

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 20, 2025 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.

Amended and Restated Shared Services Agreement, dated May 20, 2025, by and between Vision Management Services, LLC and Agrify Corporation

Exhibit 10.5 AMENDED AND RESTATED SHARED SERVICES AGREEMENT Among the Parties Signatory Hereto Dated as of May 20, 2025 TABLE OF CONTENTS Page 1. AGREEMENT TO PROVIDE SERVICES 1 2. SERVICE FEES 2 3. REPORTING; TIMING OF PAYMENTS 3 4. STANDARDS FOR PERFORMANCE OF SERVICE 3 5. ACCESS TO EMPLOYEES AND INFORMATION 3 6. FORCE MAJEURE 3 7. INDEMNIFICATION 4 8. NEW SERVICE RECIPIENTS 4 9. TERM AND TERMIN

Purchase Agreement, dated May 20, 2025, by and between VCP IP Holdings, LLC and Agrify Corporation

Exhibit 10.1 PURCHASE AGREEMENT By and Between VCP IP HOLDINGS, LLC and AGRIFY CORPORATION Dated May 20, 2025 PURCHASE AGREEMENT This PURCHASE AGREEMENT (this “Agreement”), dated May 20, 2025, is made by and between VCP IP HOLDINGS, LLC, a Delaware limited liability company (“Seller”), and AGRIFY CORPORATION, a Nevada corporation (“Purchaser”). Seller and Purchaser are sometimes referred to indivi

Trademark and Recipe License Agreement, dated May 20, 2025, by and between For Success Holding Company and Core Growth, LLC

Exhibit 10.3 TRADEMARK AND RECIPE LICENSE AGREEMENT This Trademark and Recipe License Agreement (“Agreement”) is made as of May 20, 2025 (the “Effective Date”) by and between For Success Holding Company, a Delaware corporation (“Licensor”), and Core Growth, LLC, a Delaware limited liability company (“Licensee”, and, together with Licensor, the “Parties,” or each, individually, a “Party”). WHEREAS,

Second Amendment, dated May 22, 2025, to Secured Convertible Note issued on November 5, 2024

Exhibit 4.3 SECOND AMENDMENT TO SECURED CONVERTIBLE NOTE This SECOND AMENDMENT TO SECURED CONVERTIBLE NOTE (this “Amendment”) is made as of May 22, 2025 (the “Amendment Effective Date”), by and between Agrify Corporation, a Nevada corporation (the “Company”) and RSLGH, LLC, a Delaware limited liability company (the “Holder”), with reference to the following facts: RECITALS A. The Company issued to

Trademark and Recipe License Agreement, dated May 20, 2025, by and between MC Brands LLC and GTI Core, LLC

Exhibit 10.2 TRADEMARK AND RECIPE LICENSE AGREEMENT This Trademark and Recipe License Agreement (“Agreement”) is made as of May 20, 2025 (the “Effective Date”) by and between MC BRANDS LLC, a Colorado limited liability company (“Licensor”), and GTI CORE, LLC, a Delaware limited liability company (“Licensee” and, together with Licensor, the “Parties,” or each, individually, a “Party”). WHEREAS, Lic

Trademark and Recipe License Agreement, dated May 20, 2025, by and between VCP IP Holdings, LLC and Core Growth, LLC

Exhibit 10.4 TRADEMARK AND RECIPE LICENSE AGREEMENT This Trademark and Recipe License Agreement (“Agreement”) is made as of May 20, 2025 (the “Effective Date”) by and between VCP IP Holdings, LLC, a Delaware limited liability company (“Licensor”), and Core Growth, LLC, a Delaware limited liability company (“Licensee”, and, together with Licensor, the “Parties,” or each, individually, a “Party”). W

Amendment and Waiver to Secured Convertible Note, dated as of May 8, 2025

Exhibit 4.1 AMENDMENT AND WAIVER TO SECURED CONVERTIBLE NOTE This AMENDMENT AND WAIVER TO SECURED CONVERTIBLE NOTE (this “Amendment”) is made as of May 8, 2025 (the “Amendment Effective Date”), by and between Agrify Corporation, a Nevada corporation (the “Company”) and RSLGH, LLC, a Delaware limited liability company (the “Holder”), with reference to the following facts: RECITALS A. The Company is

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39946 AGRIFY CORPORATION (

Pre-Funded Common Stock Purchase Warrant, dated as of May 8, 2025

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

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

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.

Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 30, 2025 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39946 AGRIF

Insider Trading Policy

EX-19.1 2 ea023440201ex19-1agrify.htm INSIDER TRADING POLICY Exhibit 19.1 AGRIFY CORPORATION INSIDER TRADING POLICY and Guidelines with Respect to Certain Transactions in Company Securities Adopted: December 18, 2020 In order to take an active role in the prevention of insider trading violations by its directors, officers and other employees, as well as by other related individuals, Agrify Corpora

Agrify Corporation Reports Fourth Quarter and Full Year 2024 Results

Exhibit 99.1 Agrify Corporation Reports Fourth Quarter and Full Year 2024 Results TROY, Mich., March 21, 2025 (GLOBE NEWSWIRE) - Agrify Corporation (Nasdaq:AGFY) (“Agrify” or the “Company”), a leading provider of branded innovative solutions for the cannabis and hemp industries, today announced financial results for the quarter and the fiscal year ended December 31, 2024. Fourth Quarter 2024 Finan

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Entity Name Jurisdiction of Organization Percent of Ownership (direct or indirect) TriGrow Systems LLC Nevada 100 % AGM Service Company LLC Delaware 100 % Ariafy Finance, LLC Massachusetts 100 % Agxion, LLC Nevada 100 % Harbor Mountain Holdings, LLC Georgia 100 % Cascade Sciences, LLC Delaware 100 % Precision Extraction NewCo, LLC Michigan 100 % PurePres

Shared Services Agreement, dated March 21, 2025 with Vision Management Services, LLC for Chief Financial Officer Services

Exhibit 10.1 SHARED SERVICES AGREEMENT This SHARED SERVICES AGREEMENT (this “Agreement”) is made and entered into as of March 21, 2025, by and among Vision Management Services, LLC, a Delaware limited liability company (“Service Provider” or “VMS”) and Agrify Corporation, a Nevada corporation, and all its subsidiaries and affiliates (collectively, the “Service Recipients”). The Service Provider an

Financial Statements and Exhibits, Results of Operations and Financial Condition, Entry into a Material Definitive Agreement, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 19, 2025 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39946 AGRIFY CORPORATION (Exact

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF AGRIFY AND DOUBLE OR NOTHING

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF AGRIFY AND DOUBLE OR NOTHING On December 12, 2024, Agrify Corporation (“Agrify”) completed its acquisition of substantially all of the assets of Double or Nothing, LLC (“Double or Nothing”) pursuant to an Asset Purchase Agreement (the “Purchase Agreement”) and (the “Transaction”). Pursuant to the terms of the Purchase Agr

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

DOUBLE OR NOTHING, LLC FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 DOUBLE OR NOTHING, LLC FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 TABLE OF CONTENTS

Exhibit 99.1 DOUBLE OR NOTHING, LLC FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 DOUBLE OR NOTHING, LLC FINANCIAL STATEMENTS DECEMBER 31, 2023 AND 2022 TABLE OF CONTENTS INDEPENDENT AUDITOR’S REPORT 1-2 FINANCIAL STATEMENTS BALANCE SHEETS 3 STATEMENTS OF OPERATIONS 4 STATEMENTS OF CHANGES IN MEMBERS’ EQUITY 5 STATEMENTS OF CASH FLOWS 6 NOTES TO THE FINANCIAL STATEMENTS 7-8 i CERTIFIED PUBLIC AC

DOUBLE OR NOTHING, LLC INTERIM FINANCIAL STATEMENTS SEPTEMBER 30, 2024 AND 2023 DOUBLE OR NOTHING, LLC INTERIM FINANCIAL STATEMENTS SEPTEMBER 30, 2024 AND 2023 TABLE OF CONTENTS

Exhibit 99.2 DOUBLE OR NOTHING, LLC INTERIM FINANCIAL STATEMENTS SEPTEMBER 30, 2024 AND 2023 DOUBLE OR NOTHING, LLC INTERIM FINANCIAL STATEMENTS SEPTEMBER 30, 2024 AND 2023 TABLE OF CONTENTS INDEPENDENT ACCOUNTANT’S REVIEW REPORT 1 FINANCIAL STATEMENTS BALANCE SHEETS 2 STATEMENTS OF OPERATIONS 3 STATEMENTS OF CHANGES IN MEMBERS’ EQUITY 4 STATEMENTS OF CASH FLOWS 5 NOTES TO THE FINANCIAL STATEMENTS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 31, 2025 AGRIFY CORPORATI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 31, 2025 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File

Agrify Announces Appointment of Peter Shapiro and Sanjay Tolia to Board of Directors Richard Drexler Departs from Board

Exhibit 99.1 Agrify Announces Appointment of Peter Shapiro and Sanjay Tolia to Board of Directors Richard Drexler Departs from Board TROY, Mich., February 5, 2025 (GLOBE NEWSWIRE) – Agrify Corporation (Nasdaq:  AGFY) (“Agrify” or the “Company”), a leading provider of branded innovative solutions for the cannabis and hemp industries, today announced that Peter Shapiro and Sanjay Tolia have been app

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 31, 2024 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Agrify Closes Sale of its Cultivation Business Move Further Simplifies the Company’s Business Model and Balance Sheet

Exhibit 99.1 Agrify Closes Sale of its Cultivation Business Move Further Simplifies the Company’s Business Model and Balance Sheet TROY, Mich., January 6, 2025 (GLOBE NEWSWIRE) – Agrify Corporation (Nasdaq: AGFY) (“Agrify” or the “Company”), a leading provider of branded innovative solutions for the cannabis and hemp industries, today announced the Company has signed an agreement for and closed th

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 31, 2024 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Agrify Corporation Pro Forma Condensed Consolidated Statements of Operations (In thousands, except share amounts)

Exhibit 99.2 Agrify Corporation Pro Forma Condensed Consolidated Statements of Operations (Unaudited) (In thousands, except share amounts) Year Ended December 31, 2023 Historical Agrify (as reported) Discontinued Operations of Cultivation Business (F) Pro Forma Adjustments (G) Notes Pro Forma Agrify Revenue $ 16,868 $ (1,726 ) - $ 15,142 Cost of goods sold 11,590 (466 ) - 11,124 Gross profit 5,278

Asset Purchase Agreement, dated as of December 31, 2024, among the registrant and CP Acquisitions, LLC.

Exhibit 2.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL TO THE REGISTRANT AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS SUCH INFORMATION AS PRIVATE OR CONFIDENTIAL. REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY [***]. Asset Purchase Agreement by and among CP Acquisitions, LLC, as Buyer, and Agrify Corporation, as Seller, Dated

Agrify Corporation Closes on Acquisition of Señorita

Exhibit 99.1 Agrify Corporation Closes on Acquisition of Señorita TROY, Mich., Dec. 16, 2024 (GLOBE NEWSWIRE) – Agrify Corporation (Nasdaq: AGFY) (“Agrify” or the “Company”), a leading provider of branded innovative solutions for the cannabis and hemp industries, has closed on its previously announced acquisition of certain assets from Double or Nothing LLC, the owner and creator of the Señorita b

Asset Purchase Agreement, dated as of December 12, 2024, among the registrant, Double or North LLC, Joel Gott, and Charles Bieler (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 16, 2024)

Exhibit 2.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL TO THE REGISTRANT AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS SUCH INFORMATION AS PRIVATE OR CONFIDENTIAL. REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY [***]. ASSET PURCHASE AGREEMENT By and Among DOUBLE OR NOTHING LLC JOEL GOTT CHARLES BIELER and AGRIFY CORPORATION Dat

Pre-Funded Warrant dated December 12, 2024 (incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 16, 2024).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

PURCHASE AGREEMENT

Exhibit 99.4 PURCHASE AGREEMENT This Purchase Agreement (this “Agreement”), dated as of December 12, 2024, is by and between Double or Nothing LLC, a California limited liability company (“Seller”), and RSLGH, LLC a Delaware limited liability company (“Buyer”). WHEREAS, Seller will hold and possess pre-funded warrants (the “Purchased Warrants”) to purchase One Hundred Eighty-Five Thousand Five Hun

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 12, 2024 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 3, 2024 AGRIFY CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 3, 2024 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

AGFY / Agrify Corporation / Chang Raymond Nobu - AMENDMENT NO. 11 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea0222554-13da11changagrify.htm AMENDMENT NO. 11 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11) Agrify Corporation (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 00853E 404 (CUSIP Number) Raymond Chang c/o McCarter & English, LLP 265 Franklin

PURCHASE AGREEMENT

EX-99.1 2 ea022255401ex99-1agrify.htm PURCHASE AGREEMENT, DATED AS OF NOVEMBER 5, 2024, BY AND AMONG RSLGH, LLC, RAYMOND N. CHANG, CHINWEI WANG, I-TSENG JENNY CHAN, CP ACQUISITIONS, LLC, GIC ACQUISITION LLC, RTC3 2020 IRREVOCABLE TRUST, M ZION CAPITAL, LLC, M OLIVET CAPITAL, LLC Exhibit 1 PURCHASE AGREEMENT This Purchase Agreement (this “Agreement”), dated as of November 5, 2024, is by and between

Purchase Agreement, dated as of November 5, 2024, by and among RSLGH, LLC, Raymond N. Chang, Chinwei Wang, I-Tseng Jenny Chan, CP Acquisitions, LLC, GIC Acquisition LLC, RTC3 2020 Irrevocable Trust, M Zion Capital, LLC, M Olivet Capital, LLC and M Cannan Capital, LLC – Filed Herewith

EX-99.1 2 ea022255402ex99-1agrify.htm PURCHASE AGREEMENT, DATED AS OF NOVEMBER 5, 2024, BY AND AMONG RSLGH, LLC, RAYMOND N. CHANG, CHINWEI WANG, I-TSENG JENNY CHAN, CP ACQUISITIONS, LLC, GIC ACQUISITION LLC, RTC3 2020 IRREVOCABLE TRUST, M ZION CAPITAL, LLC, M OLIVET CAPITAL, LLC Exhibit 1 PURCHASE AGREEMENT This Purchase Agreement (this “Agreement”), dated as of November 5, 2024, is by and between

AGFY / Agrify Corporation / Chan I-Tseng Jenny - AMENDMENT NO.7 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea0222554-13da7chanagri.htm AMENDMENT NO.7 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) Agrify Corporation (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 00853E 404 (CUSIP Number) I-Tseng Jenny Chan c/o McCarter & English, LLP 265 Franklin S

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

As filed with the Securities and Exchange Commission on November 25, 2024 Registration No.

Calculation of Filing Fees Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-8 - (Form Type) AGRIFY CORPORATION - (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee(1) Newly Registered Securities Fees to Be Paid Equity Common stock, par value $0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 19, 2024 AGRIFY CORPORATIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 19, 2024 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 21, 2024)

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 20, 2024, between Agrify Corporation, a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Holder” and, collectively, the “Holders”). This Agreement is made pursuant to the Securities Purchase Agreemen

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 21, 2024)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 20, 2024, between Agrify Corporation, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions se

Agrify Announces $25.9 Million Non-Brokered Private Placement

Exhibit 99.1 Agrify Announces $25.9 Million Non-Brokered Private Placement TROY, Mich., Nov. 21, 2024 (GLOBE NEWSWIRE) – Agrify Corporation (Nasdaq: AGFY) (“Agrify” or the “Company”), a leading provider of branded innovative solutions for the cannabis and hemp industries, today announced the Company has entered into securities purchase agreements with institutional and accredited investors in a no

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 21, 2024).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39946 AGRIFY CORPORATI

Agrify Corporation Announces Results for Third Quarter 2024

Exhibit 99.1 Agrify Corporation Announces Results for Third Quarter 2024 TROY, Michigan, November 14, 2024 - Agrify Corporation (Nasdaq:AGFY) (“Agrify” or the “Company”), a leading provider of branded innovative solutions for the cannabis and hemp industries, today announced financial results for the quarter ended September 30, 2024. Third Quarter 2024 Financial Results Summary ● Revenue was $1.9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 14, 2024 AGRIFY CORPORAT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 14, 2024 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File

AGFY / Agrify Corporation / RSLGH, LLC - SCHEDULE 13D Activist Investment

SC 13D 1 ea0221005-13drslghagrify.htm SCHEDULE 13D UNITED STATES Securities and exchange commission Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Agrify Corporation (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 00853E 305 (CUSIP Number) Bret Kravitz 325 West Huron Street Suite 700 Chicago, Illinois 60654 (312) 471-6720 (Nam

Purchase Agreement, dated November 5, 2024 – Filed Herewith.

Exhibit 99.2 PURCHASE AGREEMENT This Purchase Agreement (this “Agreement”), dated as of November 5, 2024, is by and between CP Acquisitions, LLC (“CP Acquisitions”), GIC Acquisition LLC (“GIC Acquisition”), M Cannan Capital, LLC, M Olivet Capital, LLC, M Zion Capital, LLC, RTC3 2020 Irrevocable Trust, Chinwei Wang, Raymond N. Chang (“Mr. Chang”) and I-Tseng Jenny Chan (“Ms. Chan”) (collectively, t

Joint Filing Agreement – Filed Herewith.

EX-99.1 2 ea022100501ex99-1agrify.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Schedule 13D (including any and all amendments thereto) with respect to the common stock, $0.001 par value per share, of Agrify Corporation an

AGFY / Agrify Corporation / Chan I-Tseng Jenny - AMENDMENT NO. 6 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea0220448-13da6chanagrify.htm AMENDMENT NO. 6 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) Agrify Corporation (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 00853E 305 (CUSIP Number) Raymond Chang c/o Agrify Corporation 2468 Industrial Drive

AGFY / Agrify Corporation / Chang Raymond Nobu - AMENDMENT NO. 10 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea0220448-13da10changagrify.htm AMENDMENT NO. 10 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10) Agrify Corporation (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 00853E 305 (CUSIP Number) Raymond Chang c/o Agrify Corporation 2468 Industrial D

Agrify Secures Financing from Green Thumb Industries and Announces New Leadership

Exhibit 99.1 Agrify Secures Financing from Green Thumb Industries and Announces New Leadership TROY, Mich., Nov. 05, 2024 (GLOBE NEWSWIRE) - Agrify Corporation (Nasdaq: AGFY) (“Agrify” or the “Company”), a leading provider of innovative cultivation and extraction solutions for the cannabis industry, today announced that its Board of Directors has approved a $20 million convertible secured note (th

Severance Agreement, dated November 5, 2024, between Agrify Corporation and Raymond Chang (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 5, 2024)

Exhibit 10.1 CONFIDENTIAL SEVERANCE AGREEMENT AND FULL AND GENERAL RELEASE The purpose of this Confidential Severance Agreement and Full and General Release (this “Agreement”) is to set forth the terms and conditions of your separation from employment with Agrify Corporation, a Nevada corporation (“Agrify” or the “Company”). For good and valuable consideration, the receipt and sufficient of which

Secured Amended, Restated and Consolidated Convertible Note (incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 5, 2024).

Exhibit 4.1 Agrify Corporation Secured Convertible Note due 2026 THE ISSUANCE AND SALE OF NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES THAT MAY BE ISSUABLE PURSUANT TO THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. UNTIL THE DATE THAT IS SIX (6) MONTHS AFTER NOVEMBER 5, 2024, THE

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 5, 2024 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File

313,333 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) PROSPECTUS File No. 333-282387 313,333 Shares of Common Stock This prospectus relates to the proposed resale by the selling stockholder named in this prospectus or its permitted assigns of up to and aggregate of 313,333 shares of our common stock with a par value of $0.001 per share (the “Common Stock”), which may be issued pursuant to a purchase agreement dated as

Agrify Corporation 2468 Industrial Row Drive Troy, Michigan 48084

Agrify Corporation 2468 Industrial Row Drive Troy, Michigan 48084 October 31, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F.

AGRIFY CORPORATION 2468 Industrial Row Drive Troy, Michigan 48084

AGRIFY CORPORATION 2468 Industrial Row Drive Troy, Michigan 48084 October 29, 2024 VIA EDGAR U.

AGFY / Agrify Corporation / Chang Raymond Nobu - AMENDMENT NO. 9 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea0218598-13da9changagrify.htm AMENDMENT NO. 9 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9) Agrify Corporation (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 00853E 305 (CUSIP Number) Raymond Chang c/o Agrify Corporation 2468 Industrial Driv

AGFY / Agrify Corporation / Chan I-Tseng Jenny - AMENDMENT NO. 5 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea0218598-13da5chanagrify.htm AMENDMENT NO. 5 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) Agrify Corporation (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 00853E 305 (CUSIP Number) Raymond Chang c/o Agrify Corporation 2468 Industrial Drive

Calculation of Registration Fee

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) AGRIFY CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit(1) Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee(1) Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0.

AGRIFY CORPORATION 2468 Industrial Row Drive Troy, Michigan 48084

AGRIFY CORPORATION 2468 Industrial Row Drive Troy, Michigan 48084 October 23, 2024 VIA EDGAR U.

As filed with the Securities and Exchange Commission on October 23, 2024

As filed with the Securities and Exchange Commission on October 23, 2024 Registration No.

Amendment No. 1 to Junior Secured Convertible Promissory Note, dated as of October 18, 2024, by and between Agrify Corporation and CP Acquisitions, LLC (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K, filed with the SEC on October 22, 2024).

Exhibit 4.1 AMENDMENT NO. 1 TO JUNIOR SECURED CONVERTIBLE PROMISSORY NOTE This AMENDMENT NO. 1 TO JUNIOR SECURED CONVERTIBLE PROMISSORY NOTE, dated as of October 18, 2024 (this “Amendment”), is entered into by and among Agrify Corporation, a Nevada corporation (the “Company”) and CP Acquisitions, LLC, a Delaware limited liability company (“Holder”). RECITALS WHEREAS, the Company issued to Holder a

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 18, 2024 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File

Articles of Amendment to Articles of Incorporation of Agrify Corporation, filed October 3, 2024 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 4, 2024).

Exhibit 3.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 3, 2024 AGRIFY CORPORATIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 3, 2024 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File N

Amendment to Pre-Funded Common Stock Purchase Warrant, dated as of September 27, 2024, by and between Agrify Corporation and GIC Acquisition LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 1, 2024)

Exhibit 10.2 AMENDMENT TO PRE-FUNDED COMMON STOCK PURCHASE WARRANT This AMENDMENT TO PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “Amendment”), effective as of September 27, 2024 (the “Amendment Effective Date”), is by and between GIC Acquisition LLC or its assigns (“Holder”) and Agrify Corporation, a Nevada corporation (the “Company”), and amends that certain Pre-Funded Common Stock Purchase Wa

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 27, 2024 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission Fil

Amendment to Pre-Funded Common Stock Purchase Warrant, dated as of September 27, 2024, by and between Agrify Corporation and CP Acquisitions, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 1, 2024)

Exhibit 10.1 AMENDMENT TO PRE-FUNDED COMMON STOCK PURCHASE WARRANT This AMENDMENT TO PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “Amendment”), effective as of September 27, 2024 (the “Amendment Effective Date”), is by and between CP Acquisitions, LLC or its assigns (“Holder”) and Agrify Corporation, a Nevada corporation (the “Company”), and amends that certain Pre-Funded Common Stock Purchase W

Calculation of Registration Fee

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 - (Form Type) AGRIFY CORPORATION - (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit(1) Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee(1) Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0.

As filed with the Securities and Exchange Commission on September 27, 2024

As filed with the Securities and Exchange Commission on September 27, 2024 Registration No.

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Entity Name Jurisdiction of Organization Percent of Ownership (direct or indirect) TriGrow Systems LLC Nevada 100 % AGM Service Company LLC Delaware 100 % Ariafy Finance, LLC Massachusetts 100 % Agxion, LLC Nevada 100 % Harbor Mountain Holdings, LLC Georgia 100 % Cascade Sciences, LLC Delaware 100 % Precision Extraction NewCo, LLC Michigan 100 % PurePres

Schedule 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement Agrify Corporation (Name of Reg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement Agrify Corporation (Name of Reg

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 4, 2024 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File

AGFY / Agrify Corporation / Chang Raymond Nobu - AMENDMENT NO. 8 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea0213542-13da8changagrify.htm AMENDMENT NO. 8 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8) Agrify Corporation (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 00853E 305 (CUSIP Number) Raymond Chang c/o Agrify Corporation 2468 Industrial Driv

AGFY / Agrify Corporation / Chan I-Tseng Jenny - AMENDMENT NO.4 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea0213542-13da4chanagrify.htm AMENDMENT NO.4 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) Agrify Corporation (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 00853E 305 (CUSIP Number) Raymond Chang c/o Agrify Corporation 2468 Industrial Drive

First Amendment to Modification and Settlement Agreement, dated as of August 30, 2024, by and between Agrify Corporation and Mack Molding Company (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 4, 2024)

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL TO THE REGISTRANT AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS SUCH INFORMATION AS PRIVATE OR CONFIDENTIAL. REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY [***]. FIRST AMENDMENT TO MODIFICATION AND SETTLEMENT AGREEMENT This First Amendment to Modification and Settlement A

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 30, 2024 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 28, 2024 AGRIFY CORPORATIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 28, 2024 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File N

Purchase Agreement, dated as of August 28, 2024, by and between Agrify Corporation and Ionic Ventures, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 29, 2024)

Exhibit 10.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Purchase Agreement”), dated as of August 28, 2024, by and between Agrify Corporation, a Nevada corporation (the “Company”), and the undersigned signatory hereto (the “Investor”). WHEREAS: Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes to buy from the

Registration Rights Agreement, dated as of August 28, 2024, by and between Agrify Corporation and Ionic Ventures, LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 29, 2024)

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 28, 2024 (the “Signing Date”), by and between Agrify Corporation, a Nevada corporation (the “Company”), and the undersigned signatory hereto (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meaning

Amendment to Pre-Funded Common Stock Purchase Warrant, dated as of August 28, 2024, by and between Agrify Corporation and GIC Acquisition LLC (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 29, 2024)

Exhibit 10.4 AMENDMENT TO PRE-FUNDED COMMON STOCK PURCHASE WARRANT This AMENDMENT TO PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “Amendment”), effective as of August 28, 2024 (the “Amendment Effective Date”), is by and between GIC Acquisition LLC or its assigns (“Holder”) and Agrify Corporation, a Nevada corporation (the “Company”), and amends that certain Pre-Funded Common Stock Purchase Warra

Amendment to Pre-Funded Common Stock Purchase Warrant, dated as of August 28, 2024, by and between Agrify Corporation and CP Acquisitions, LLC (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 29, 2024)

Exhibit 10.3 AMENDMENT TO PRE-FUNDED COMMON STOCK PURCHASE WARRANT This AMENDMENT TO PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “Amendment”), effective as of August 28, 2024 (the “Amendment Effective Date”), is by and between CP Acquisitions, LLC or its assigns (“Holder”) and Agrify Corporation, a Nevada corporation (the “Company”), and amends that certain Pre-Funded Common Stock Purchase Warr

AGFY / Agrify Corporation / Chan I-Tseng Jenny - AMENDMENT NO. 3 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Agrify Corporation (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 00853E 305 (CUSIP Number) Raymond Chang c/o Agrify Corporation 2468 Industrial Drive Troy, MI 48084 (617) 896-5243 (Name, Address and Telephone Number of Per

AGFY / Agrify Corporation / Chang Raymond Nobu - AMENDMENT NO. 7 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) Agrify Corporation (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 00853E 305 (CUSIP Number) Raymond Chang c/o Agrify Corporation 2468 Industrial Drive Troy, MI 48084 (617) 896-5243 (Name, Address and Telephone Number of Per

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 14, 2024 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File N

Junior Secured Convertible Promissory Note dated as of August 14, 2024 (incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2024).

Exhibit 4.1 JUNIOR SECURED CONVERTIBLE PROMISSORY NOTE $1,500,000.00 August 14, 2024 Boston, Massachusetts FOR VALUE RECEIVED, AGRIFY CORPORATION, a Nevada corporation (“Maker”), promises to pay to the order of CP ACQUISITIONS, LLC, a Delaware limited liability company with an office at 675 VFW Parkway, Suite 152, Chestnut Hill, Massachusetts 02467-3656 (“Holder”), the principal sum advanced to Ma

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39946 AGRIFY CORPORATION (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39946 AGRIFY CORPORATION

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 12, 2024 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File N

Agrify Corporation Announces Results from Annual Meeting of Stockholders

Exhibit 99.1 Agrify Corporation Announces Results from Annual Meeting of Stockholders TROY, Mich., Aug. 13, 2024 (GLOBE NEWSWIRE) - Agrify Corporation (Nasdaq: AGFY) (“Agrify” or the “Company”), a leading provider of innovative cultivation and extraction solutions for the cannabis industry, today announced voting results from the Company’s Annual Meeting of Stockholders on August 12, 2024. At the

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 9, 2024 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File Nu

Second Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 9, 2024).

Exhibit 3.1 AGRIFY CORPORATION SECOND AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Section 1. The registered office of the corporation in Nevada shall be that of its registered agent most recently appointed in the articles of incorporation, or as evidenced by a certificate of acceptance executed by a registered agent and filed with the Secretary of State of Nevada in the manner prescribed by the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A INFORMATION REQUIRED IN PROXY STATEMENT 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

AGFY / Agrify Corporation / Chang Raymond Nobu - AMENDMENT NO. 6 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) Agrify Corporation (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 00853E 305 (CUSIP Number) Raymond Chang c/o Agrify Corporation 2468 Industrial Drive Troy, MI 48084 (617) 896-5243 (Name, Address and Telephone Number of Per

AGFY / Agrify Corporation / Chan I-Tseng Jenny - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea0210718-13da2chanagrify.htm AMENDMENT NO. 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Agrify Corporation (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 00853E 305 (CUSIP Number) Raymond Chang c/o Agrify Corporation 2468 Industrial Drive

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

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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 19, 2024 AGRIFY CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 19, 2024 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File Num

Letter from MATSUURA regarding change in certifying accountant (incorporated by reference to Exhibit 16.1 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 22, 2024).

Exhibit 16.1 July 19, 2024 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Dear Ladies and Gentlemen: We are the former independent registered public accounting firm for Agrify Corporation (the “Company”). We have read the Company’s disclosure set forth in Item 4.01 “Changes in Registrant’s Certifying Accountant” of the Company’s Current Report on Form 8-K dated July 19, 2

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

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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 30, 2024 AGRIFY CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 30, 2024 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File Num

Amendment to GIC Pre-Funded Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 3, 2024).

Exhibit 4.2 AMENDMENT TO PRE-FUNDED COMMON STOCK PURCHASE WARRANT This AMENDMENT TO PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “Amendment”), effective as of June 30, 2024 (the “Amendment Effective Date”), is by and between GIC Acquisition LLC or its assigns (“Holder”) and Agrify Corporation, a Nevada corporation (the “Company”), and amends that certain Pre-Funded Common Stock Purchase Warrant,

Amendment to CP Pre-Funded Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 3, 2024).

Exhibit 4.1 AMENDMENT TO PRE-FUNDED COMMON STOCK PURCHASE WARRANT This AMENDMENT TO PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “Amendment”), effective as of June 30, 2024 (the “Amendment Effective Date”), is by and between CP Acquisitions, LLC or its assigns (“Holder”) and Agrify Corporation, a Nevada corporation (the “Company”), and amends that certain Pre-Funded Common Stock Purchase Warrant

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 20, 2024 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File Num

Letter from Marcum LLP regarding change in certifying accountant

Exhibit 16.1 June 24, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Agrify Corporation under Item 4.01 of its Form 8-K dated June 21, 2024. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Agrify Corporation and Subsidiaries c

Agrify Corporation Regains Compliance with Nasdaq Stockholders’ Equity Requirement

Exhibit 99.1 Agrify Corporation Regains Compliance with Nasdaq Stockholders’ Equity Requirement TROY, Mich., May 28, 2024 (GLOBE NEWSWIRE) - Agrify Corporation (Nasdaq:AGFY) (“Agrify” or the “Company”), a leading provider of innovative cultivation and extraction solutions for the cannabis industry, today announced that after the recent $13.8 million debt-to-equity conversions by CP Acquisitions, L

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 28, 2024 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File Numb

Joint Filing Agreement, dated as of May 23, 2024, by and between Raymond Nobu Chang, RTC3 2020 Irrevocable Trust, NXT3J Capital, LLC, CP Acquisitions, LLC, GIC Acquisition LLC, Raymond Chang, Jr and Chinwei Wang.

EX-99.1 2 ea020680403ex99-1agrify.htm JOINT FILING AGREEMENT, DATED AS OF MAY 23, 2024, BY AND BETWEEN RAYMOND NOBU CHANG, RTC3 2020 IRREVOCABLE TRUST, NXT3J CAPITAL, LLC, CP ACQUISITIONS, LLC, GIC ACQUISITION LLC, RAYMOND CHANG, JR AND CHINWEI WANG Exhibit 1 Joint Filing Agreement May 21, 2024 The undersigned hereby agree, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as

AGFY / Agrify Corporation / Chan I-Tseng Jenny - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Agrify Corporation (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 00853E 305 (CUSIP Number) Raymond Chang c/o Agrify Corporation 2468 Industrial Drive Troy, MI 48084 (617) 896-5243 (Name, Address and Telephone Number of Per

AGFY / Agrify Corporation / Chang Raymond Nobu - AMENDMENT NO. 5 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea0206804-13da5changagrify.htm AMENDMENT NO. 5 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) Agrify Corporation (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 00853E 305 (CUSIP Number) Raymond Chang c/o Agrify Corporation 2468 Industrial Driv

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 22, 2024).

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Amendment No. 1 to Senior Secured Amended, Restated and Consolidated Convertible Note between Agrify Corporation and CP Acquisitions, LLC (incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 22, 2024).

Exhibit 4.1 AMENDMENT NO. 1 TO SENIOR SECURED AMENDED, RESTATED AND CONSOLIDATED CONVERTIBLE NOTE This AMENDMENT NO. 1 TO SENIOR SECURED AMENDED, RESTATED AND CONSOLIDATED CONVERTIBLE NOTE, dated as of May 21, 2024 (this “Amendment”), is entered into by and among Agrify Corporation, a Nevada corporation (the “Company”) and CP Acquisitions, LLC, a Delaware limited liability company (“Holder”). RECI

Agrify Corporation Announces Approximately $13.8 Million Debt-to-Equity Conversion Company Expects to Regain Compliance with Nasdaq Shareholders’ Equity Requirement

Exhibit 99.1 Agrify Corporation Announces Approximately $13.8 Million Debt-to-Equity Conversion Company Expects to Regain Compliance with Nasdaq Shareholders’ Equity Requirement TROY, Michigan, May 22, 2024 - Agrify Corporation (Nasdaq: AGFY) (“Agrify” or the “Company”), a leading provider of innovative cultivation and extraction solutions for the cannabis industry, today announced an approximatel

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 21, 2024 AGRIFY CORPORATION (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 21, 2024 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Third Amended and Restated Junior Secured Convertible Promissory Note dated as of May 21, 2024 (incorporated by reference to Exhibit 4.3 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 22, 2024).

Exhibit 4.3 THIRD AMENDED AND RESTATED JUNIOR SECURED CONVERTIBLE PROMISSORY NOTE $2,288,746.45 May 21, 2024 Boston, Massachusetts FOR VALUE RECEIVED, AGRIFY CORPORATION, a Nevada corporation (“Maker”), promises to pay to the order of GIC ACQUISITION LLC, a Delaware limited liability company with an office at 675 VFW Parkway, Suite 152, Chestnut Hill, Massachusetts 02467-3656 (“Holder”), the princ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39946 AGRIFY CORPORATION (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 17, 2024 AGRIFY CORPORATION (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 17, 2024 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Agrify Corporation Mutually Agrees to Terminate Plan to Merge with Nature’s Miracle

Exhibit 99.1 Agrify Corporation Mutually Agrees to Terminate Plan to Merge with Nature’s Miracle TROY, Michigan, May 20, 2024 - Agrify Corporation (Nasdaq:AGFY) (“Agrify” or the “Company”), a leading provider of innovative cultivation and extraction solutions for the cannabis industry, today announced that Agrify Corporation and Nature’s Miracle Holdings Inc. (NASDAQ: NHMI) (“Nature’s Miracle) hav

Debt Purchase Termination Agreement, dated as of May 19, 2024, by and among Nature’s Miracle Holding Inc., NMHI Merger Sub, Inc. and Agrify Corporation.

Exhibit 10.2 MUTUAL TERMINATION AND RELEASE AGREEMENT This MUTUAL TERMINATION AND RELEASE AGREEMENT (this “Agreement”) is entered into and made effective as of May 19, 2024 (the “Effective Date”), and is by and between: (1) CP ACQUISITIONS, LLC, a Delaware limited liability company (the “CP”), and (2) GIC ACQUISITION LLC, a Delaware limited liability company (the “GIC”), on the one hand, and (3) N

Termination Agreement, dated as of May 19, 2024, by and among Nature’s Miracle Holding Inc., NMHI Merger Sub, Inc. and Agrify Corporation.

Exhibit 10.1 MUTUAL TERMINATION AND RELEASE AGREEMENT This MUTUAL TERMINATION AND RELEASE AGREEMENT (this “Agreement”) is made and entered into as of May 19, 2024, by and between NATURE’S MIRACLE HOLDING INC., a Delaware corporation (the “Parent”), NMHI MERGER SUB, INC., a Nevada corporation and a wholly owned subsidiary of the Parent (the “Merger Sub”), and AGRIFY CORPORATION, a Nevada corporatio

Nature’s Miracle and Agrify Corporation Announce Signing of the Definitive Merger Agreement Transaction Expected to Close in the Second Half of 2024

Exhibit 99.1 Nature’s Miracle and Agrify Corporation Announce Signing of the Definitive Merger Agreement Transaction Expected to Close in the Second Half of 2024 Ontario, CA, May 16, 2024 - Nature’s Miracle Holding Inc. (NASDAQ: NMHI; NMHIW) (“Nature’s Miracle” or the “Company”), a leader in vertical farming technology and infrastructure, and Agrify Corporation (NASDAQ: AGFY) (“Agrify”), announced

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 001-39946 FORM 12b-25 CUSIP Number 00853E305 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit

Agreement and Plan of Merger, dated as of May 16, 2024, by and among Nature’s Miracle Holding Inc., NMHI Merger Sub, Inc. and Agrify Corporation.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND BETWEEN NATURE’S MIRACLE HOLDING INC., NMHI MERGER SUB Inc., AND AGRIFY CORPORATION DATED AS OF MAY 16, 2024 TABLE OF CONTENTS Article I DEFINITIONS 1 Article II THE MERGER; CLOSING 14 2.1 The Merger 14 2.2 Closing and Merger Effective Time 14 2.3 Organizational Documents of the Merger Surviving Entity 14 2.4 Directors and Officers of the Merger Surv

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 16, 2024 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File Numb

Debt Purchase Agreement, dated as of May 16, 2024, by and among CP Acquisitions, LLC, GIC Acquisition LLC and Nature’s Miracle Holding Inc.

Exhibit 10.1 DEBT PURCHASE AGREEMENT BY AND BETWEEN CP ACQUISITIONS, LLC, GIC ACQUISITION LLC, AND NATURE’S MIRACLE HOLDING INC. DATED AS OF MAY 16, 2024 DEBT PURCHASE AGREEMENT THIS DEBT PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of May 16, 2024 (the “Effective Date”), and is by and between: (1) CP ACQUISITIONS, LLC, a Delaware limited liability company (the “CP”)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39946 AGRIF

Term Sheet between Nature’s Miracle Holding Inc. and Agrify Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2024).

Exhibit 10.1 Term Sheet This term sheet (this “Term Sheet”) dated as of April 17, 2024 (the “Effective Date”) sets forth the terms and conditions pursuant to which Nature’s Miracle Holding Inc., a Delaware corporation (the “Acquirer” or “NMHI”), or any of its affiliates shall Agrify Corporation, a Nevada corporation (the “Acquiree” or “AGFY”), or any of its affiliates. The execution of the Merger

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 17, 2024 AGRIFY CORPORATION (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 17, 2024 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Term Sheet between Nature’s Miracle Holding Inc., CP Acquisitions LLC and GIC Acquisition, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2024).

Exhibit 10.2 Agrify Debt Purchase Binding Term Sheet - CONFIDENTIAL This binding term sheet (this “Term Sheet”), dated as of April 17, 2024 (the “Effective Date”), is a binding and enforceable agreement among the parties hereto whereby Nature’s Miracle Holding Inc., a Delaware corporation (the “Purchaser” or “NMHI”), or any of its affiliates, shall purchase or otherwise acquire the Notes (as defin

Nature’s Miracle Holding Inc. and Agrify Corporation Agree to Merge

Exhibit 99.1 Nature’s Miracle Holding Inc. and Agrify Corporation Agree to Merge ● Combined Entity is Expected to Become the Leading Provider of CEA Products and Solution ● AGRIFY Brings Industry-Leading Cultivation and Extraction Solution Service ● Immediately Realizable Financial and Operational Synergies Upland, CA, April 17, 2024 - Nature’s Miracle Holding Inc. (NASDAQ: NMHI) (“Nature’s Miracl

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Entity Name Jurisdiction of Organization Percent of Ownership (direct or indirect) TriGrow Systems LLC Nevada 100 % AGM Service Company LLC Delaware 100 % Ariafy Finance, LLC Massachusetts 100 % Agxion, LLC Nevada 100 % Harbor Mountain Holdings, LLC Georgia 100 % Cascade Sciences, LLC Delaware 100 % Precision Extraction NewCo, LLC Michigan 100 % PurePres

Agrify Corporation Clawback policy (incorporated by reference to Exhibit 97.1 to the Registration’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 4, 2024, as amended on April 29, 2024)

Exhibit 97.1 AGRIFY CORPORATION CLAWBACK POLICY 1. Introduction The Board of Directors (the “Board”) of Agrify Corporation (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore ad

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39946 AGRIFY CORPORATION (Exact

SEC File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 001-39946 FORM 12b-25 CUSIP Number 00853E305 NOTIFICATION OF LATE FILING (Check One) x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Tran

Joint Filing Agreement, dated as of March 29, 2024, by and between Raymond Nobu Chang, RTC3 2020 Irrevocable Trust, NXT3J Capital, LLC, CP Acquisitions, LLC, Raymond Chang, Jr and Chinwei Wang.

EX-99.1 2 ea020286203ex99-1agrify.htm JOINT FILING AGREEMENT, DATED AS OF MARCH 29, 2024, BY AND BETWEEN RAYMOND NOBU CHANG, RTC3 2020 IRREVOCABLE TRUST, NXT3J CAPITAL, LLC, CP ACQUISITIONS, LLC, RAYMOND CHANG, JR AND CHINWEI WANG Exhibit 1 Joint Filing Agreement March 29, 2024 The undersigned hereby agree, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Ac

AGFY / Agrify Corporation / Chang Raymond Nobu - AMENDMENT NO. 4 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea0202862-13da4changagrify.htm AMENDMENT NO. 4 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) Agrify Corporation (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 00853E 305 (CUSIP Number) Raymond Chang c/o Agrify Corporation 2468 Industrial Driv

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 5, 2024 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

AGFY / Agrify Corporation / Chang Raymond Nobu - AMENDMENT NO. 3 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea0201055-13da3changagrify.htm AMENDMENT NO. 3 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Agrify Corporation (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 00853E 305 (CUSIP Number) Raymond Chang c/o Agrify Corporation 2468 Industrial Driv

Placement Agency Agreement between the Company and Alexander Capital, LP, dated February 27, 2024

Exhibit 1.1 February 27, 2024 Agrify Corporation 2468 Industrial Row Drive Troy, Michigan 48084 Attn: Raymond Nobu Chang Chairman and Chief Executive Officer This letter (the “Agreement”) constitutes the agreement between Alexander Capital, L.P. (the “Placement Agent”) and Agrify Corporation, a Nevada corporation (the “Company”), that the Placement Agent shall serve as the exclusive placement agen

2,760,000 Shares of Common Stock and Pre-Funded Warrants to Purchase 3,963,684 Shares of Common Stock

PROSPECTUS Filed Pursuant to Rule 424(b)(1) Registration No. 333-276724 2,760,000 Shares of Common Stock and Pre-Funded Warrants to Purchase 3,963,684 Shares of Common Stock We are offering up to 6,723,684 shares of common stock, including shares of common stock underlying Pre-Funded Warrants that we may issue as described below, at a purchase price of $0.38 per share of common stock pursuant to t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 27, 2024 AGRIFY CORPORATIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 27, 2024 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Agrify Corporation Announces Pricing of $2.6 Million Public Offering

Exhibit 99.1 Agrify Corporation Announces Pricing of $2.6 Million Public Offering Troy, MI, Feb. 28, 2024 – Agrify Corporation (Nasdaq: AGFY) (“Agrify” or the “Company”), a leading provider of innovative cultivation and extraction solutions for the cannabis industry, today announced the pricing of its public offering of 6,723,684 shares of common stock (or pre-funded warrants in lieu thereof) at a

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 21, 2024 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

This information supplements the preliminary prospectus of Agrify Corporation dated February 14, 2024 and should not be read in isolation. Investors must carefully review the accompanying prospectus, including “Risk Factors” therein, prior to making

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No.

Agrify Corporation Announces Preliminary Unaudited Financial Results for Q4 2023 and Update on Customer Project Expects to Achieve the Lowest Record Net Loss and Cash Burn in Company History

Exhibit 99.1 Agrify Corporation Announces Preliminary Unaudited Financial Results for Q4 2023 and Update on Customer Project Expects to Achieve the Lowest Record Net Loss and Cash Burn in Company History TROY, Michigan, February 21, 2024 – Agrify Corporation (Nasdaq: AGFY) (“Agrify” or the “Company”), a leading provider of innovative cultivation and extraction solutions for the cannabis industry,

AGFY / Agrify Corporation / Alyeska Investment Group, L.P. Passive Investment

SC 13G/A 1 alyeska-agfy123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* AGRIFY CORPORATION (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 00853E206 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the a

Agrify Corporation 2468 Industrial Row Drive Troy, Michigan 48084

Agrify Corporation 2468 Industrial Row Drive Troy, Michigan 48084 February 14, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F.

As filed with the Securities and Exchange Commission on February 14, 2024

As filed with the Securities and Exchange Commission on February 14, 2024 Registration No.

17 State Street, 5th Floor New York, New York 10004

17 State Street, 5th Floor New York, New York 10004 February 14, 2024 VIA EDGAR U.

Form of Placement Agency Agreement between the Registrant and Alexander Capital, L.P.

Exhibit 1.1 February , 2024 Agrify Corporation 2468 Industrial Row Drive Troy, Michigan 48084 Attn: Raymond Nobu Chang Chairman and Chief Executive Officer This letter (the “Agreement”) constitutes the agreement between Alexander Capital, L.P. (the “Placement Agent”) and Agrify Corporation, a Nevada corporation (the “Company”), that the Placement Agent shall serve as the exclusive placement agent

Calculation of Registration Fee

Exhibit 107 Calculation of Filing Fee Tables FORM S-1/A - (Form Type) AGRIFY CORPORATION - (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Newly Registered Securities Fees Previously Paid Equity Common Stock, par value $0.

Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.22 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on February 14, 2024).

Exhibit 4.22 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT agrify corporation Warrant Shares: Issue Date: February , 2024 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alexander Capital, L.P. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any t

Calculation of Registration Fee

Exhibit 107 Calculation of Filing Fee Tables FORM S-1/A - (Form Type) AGRIFY CORPORATION - (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Newly Registered Securities Fees Previously Paid Equity Common Stock, par value $0.

Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 28, 2024).

Exhibit 4.22 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT agrify corporation Warrant Shares: Issue Date: February , 2024 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alexander Capital, L.P. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any t

As filed with the Securities and Exchange Commission on February 7, 2024

As filed with the Securities and Exchange Commission on February 7, 2024 Registration No.

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 28, 2024).

Exhibit 4.21 PRE-FUNDED COMMON STOCK PURCHASE WARRANT agrify corporation Warrant Shares: Issue Date: February , 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date set

Form of Subscription Agreement

Exhibit 10.25 SUBSCRIPTION AGREEMENT Common Stock and/or Pre-Funded Warrants of Agrify Corporation This Subscription Agreement (this “Subscription Agreement”) relates to my agreement to purchase shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”) and/or pre-funded warrants (the “Pre-Funded Warrants” and, collectively with the Shares, the “Securities”) of Agrify C

Form of Placement Agency Agreement between the Registrant and Alexander Capital, L.P.

Exhibit 1.1 February , 2024 Agrify Corporation 2468 Industrial Row Drive Troy, Michigan 48084 Attn: Raymond Nobu Chang Chairman and Chief Executive Officer This letter (the “Agreement”) constitutes the agreement between Alexander Capital, L.P. (the “Placement Agent”) and Agrify Corporation, a Nevada corporation (the “Company”), that the Placement Agent shall serve as the exclusive placement agent

Agrify Receives Positive Nasdaq Listing Determination

Exhibit 99.1 Agrify Receives Positive Nasdaq Listing Determination TROY, Michigan, Jan. 30, 2024 (GLOBE NEWSWIRE) - Agrify Corporation (Nasdaq: AGFY) (“Agrify” or the “Company”), a leading provider of innovative cultivation and extraction solutions for the cannabis industry, today announced that the Company has received formal notification that the Nasdaq Hearings Panel (the “Panel”) has granted t

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 30, 2024 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

US00853E3053 / Agrify Corp. / Chang Raymond Nobu - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea192366-13da2changagrify.htm AMENDMENT NO. 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Agrify Corporation (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 00853E 305 (CUSIP Number) Raymond Chang c/o Agrify Corporation 2468 Industrial Drive

US00853E3053 / Agrify Corp. / Chan I-Tseng Jenny - SCHEDULE 13D Activist Investment

SC 13D 1 ea192367-13dchanagrify.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Agrify Corporation (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 00853E 305 (CUSIP Number) Raymond Chang c/o Agrify Corporation 2468 Industrial Drive Troy, MI 48084 (617) 896-5243 (Name, Addr

As filed with the Securities and Exchange Commission on January 26, 2024

As filed with the Securities and Exchange Commission on January 26, 2024 Registration No.

Calculation of Registration Fee

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 - (Form Type) AGRIFY CORPORATION - (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) (2) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price (1) (2) Fee Rate Amount of Registration Fee(3) Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0.

Certificate of Amendment to the Articles of Incorporation of the Registrant, filed January 22, 2024 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 25, 2024).

Exhibit 3.1

Senior Secured Amended, Restated and Consolidated Convertible Promissory Note dated January 25, 2024 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 25, 2024).

Exhibit 4.1 Agrify Corporation Senior Secured Amended, Restated and Consolidated Convertible Note due 2025 THE ISSUANCE AND SALE OF NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES THAT MAY BE ISSUABLE PURSUANT TO THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. UNTIL THE DATE THAT IS O

Agrify Announces the Result of its Reconvened Annual Meeting, At Premium $3.9 Million Debt Conversion, and the Exercise of a Majority of Previously Issued Warrants

Exhibit 99.1 Agrify Announces the Result of its Reconvened Annual Meeting, At Premium $3.9 Million Debt Conversion, and the Exercise of a Majority of Previously Issued Warrants TROY, Michigan, January 25, 2024 – Agrify Corporation (Nasdaq: AGFY) (“Agrify” or the “Company”), a leading provider of innovative cultivation and extraction solutions for the cannabis industry, today announced that the sha

Second Amended and Restated Junior Secured Promissory Note dated January 25, 2024 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 25, 2024).

Exhibit 4.2 SECOND AMENDED AND RESTATED JUNIOR SECURED PROMISSORY NOTE $1,000,000.00 January 25, 2024 Boston, Massachusetts FOR VALUE RECEIVED, AGRIFY CORPORATION, a Nevada corporation (“Maker”), promises to pay to the order of GIC ACQUISITION LLC, a Delaware limited liability company with an office at 675 VFW Parkway, Suite 152, Chestnut Hill, Massachusetts 02467-3656 (“Holder”), the principal su

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 22, 2024 AGRIFY CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 22, 2024 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 8, 2024 AGRIFY CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 8, 2024 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Agrify Corporation Announces Results from Annual Meeting of Stockholders Meeting adjourned only with respect to charter amendment proposal until January 22, 2024

Exhibit 99.1 Agrify Corporation Announces Results from Annual Meeting of Stockholders Meeting adjourned only with respect to charter amendment proposal until January 22, 2024 TROY, Michigan, January 8, 2024 – Agrify Corporation (Nasdaq: AGFY) (“Agrify” or the “Company”), a leading provider of innovative cultivation and extraction solutions for the cannabis industry, today announced voting results

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

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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39946 AGRIFY CORPORATI

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

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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39946 AGRIFY CORPORATION (E

Amendment to Junior Secured Promissory Note, dated December 4, 2023, between Agrify Corporation and CP Acquisitions, LLC (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 6, 2023).

Exhibit 4.1 AMENDMENT TO JUNIOR SECURED PROMISSORY NOTE This Amendment (this “Amendment”) to the Junior Secured Promissory Note, dated October 27, 2023 (the “Note”), is made by and between Agrify Corporation, a Nevada corporation (“Maker”), and CP Acquisitions LLC, a Delaware limited liability company (“Holder”), is effective as of December 4, 2023 (“Amendment Effective Date”). Collectively, both

Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 1, 2023 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-39946 30-0943453 (Commission File Number) (IRS Employer Identification No.

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

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.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 28, 2023 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-39946 30-0943453 (Commission File Number) (IRS Employer Identification No.

Subsidiaries of the Registrant (previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K filed on November 28, 2023 and incorporated by reference thereto).

Exhibit 21.1 Subsidiaries of the Registrant Entity Name Jurisdiction of Organization Percent of Ownership (direct or indirect) TriGrow Systems LLC Nevada 100 % AGM Service Company LLC Delaware 100 % Ariafy Finance, LLC Massachusetts 100 % Agxion, LLC Nevada 100 % Harbor Mountain Holdings, LLC Georgia 100 % Cascade Sciences, LLC Delaware 100 % Precision Extraction NewCo, LLC Michigan 100 % PurePres

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39946 AGRIFY CORPORATION (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39946 AGRIFY CORPORA

Agrify Receives Nasdaq Notification of Non-Compliance with Listing Rule 5250(c)(1)

Exhibit 99.1 Agrify Receives Nasdaq Notification of Non-Compliance with Listing Rule 5250(c)(1) TROY, Mich., Nov. 22, 2023 (GLOBE NEWSWIRE) - Agrify Corporation (Nasdaq: AGFY) (“Agrify” or the “Company”), a leading provider of innovative cultivation and extraction solutions for the cannabis industry, today announced that on November 16, 2023, it received a letter from the Listing Qualifications De

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 16, 2023 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-39946 30-0943453 (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 001-39946 FORM 12b-25 CUSIP Number 00853E305 NOTIFICATION OF LATE FILING (Check One) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 6, 2023 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-39946 30-0943453 (Commission File Number) (IRS Employer Identification No.

Agrify Receives Extended Stay of Suspension from Nasdaq

Exhibit 99.1 Agrify Receives Extended Stay of Suspension from Nasdaq TROY, Mich., November 8, 2023 (GLOBE NEWSWIRE) - Agrify Corporation (Nasdaq: AGFY) (“Agrify”), a leading provider of innovative cultivation and extraction solutions for the cannabis industry, today announced that on November 6, 2023 it received a letter from the Hearings Panel (the “Panel”) of The Nasdaq Stock Market LLC (“Nasdaq

US00853E3053 / Agrify Corp. / Chang Raymond Nobu - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea187544-13da1changagrify.htm AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Agrify Corporation (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 00853E 305 (CUSIP Number) Raymond Chang c/o Agrify Corporation 2468 Industrial Drive

Common Stock Purchase Warrant, dated October 27, 2023 (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 30, 2023)

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Amended and Restated Junior Secured Promissory Note (incorporated by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 30, 2023)

Exhibit 4.4 AMENDED AND RESTATED JUNIOR SECURED promissory NOTE $500,000.00 October 27, 2023 Boston, Massachusetts FOR VALUE RECEIVED, AGRIFY CORPORATION, a Nevada corporation (“Maker”), promises to pay to the order of GIC ACQUISITION LLC, a Delaware limited liability company with an office at 675 VFW Parkway, Suite 152, Chestnut Hill, Massachusetts 02467-3656 (“Holder”), the principal sum advance

Letter Agreement, dated as of October 27, 2023

Exhibit 10.2 HIGH TRAIL CAPITAL LP 80 River Street, Suite 4C Hoboken, NJ 07030 October 27, 2023 To: Agrify Corporation 76 Treble Cove Road, Building 3 Billerica, MA 01862 Attention: Joshua Savitz, Esq., General Counsel Email: [email protected] Re: Partial Debt Conversion To the addressee listed above: Reference is made to that certain Senior Secured Note due 2025 (as amended by that certain A

Exchange Warrant

Exhibit 4.1 AGRIFY CORPORATION WARRANT TO PURCHASE COMMON STOCK Warrant No.: HTCS-4 Number of Shares of Common Stock: 2,809,669 Date of Issuance: October 27, 2023 (“Issuance Date”) Agrify Corporation, a corporation organized under the laws of Nevada (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, High Trail

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 27, 2023 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Company and Investor Acknowledgment, dated as of October 27, 2023, between the Registrant and CP acquisitions LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 30, 2023)

Exhibit 10.1 COMPANY AND INVESTOR ACKNOWLEDGMENT AND RELEASE For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Agrify Corporation, on behalf of itself and the other Borrowers (“Agrify”), hereby acknowledges and agrees to the Note Purchase and Sale Agreement, dated as of October 27, 2023, by and between CP Acquisitions LLC, as Investor (the “Investor

Letter Agreement, dated as of October 27, 2023, between the Registrant and High Trail Special Situations LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 30, 2023)

Exhibit 10.2 HIGH TRAIL CAPITAL LP 80 River Street, Suite 4C Hoboken, NJ 07030 October 27, 2023 To: Agrify Corporation 76 Treble Cove Road, Building 3 Billerica, MA 01862 Attention: Joshua Savitz, Esq., General Counsel Email: [email protected] Re: Partial Debt Conversion To the addressee listed above: Reference is made to that certain Senior Secured Note due 2025 (as amended by that certain A

Junior Secured Promissory Note

Exhibit 4.5 JUNIOR SECURED promissory NOTE $3,000,000.00 October 27, 2023 Boston, Massachusetts FOR VALUE RECEIVED, AGRIFY CORPORATION, a Nevada corporation (“Maker”), promises to pay to the order of CP ACQUISITIONS, LLC, a Delaware limited liability company with an office at 675 VFW Parkway, Suite 152, Chestnut Hill, Massachusetts 02467-3656 (“Holder”), the principal sum advanced to Maker from ti

Agrify Announces Transfer of its Existing Credit Facility and Expected New Equity Investment

Exhibit 99.1 Agrify Announces Transfer of its Existing Credit Facility and Expected New Equity Investment TROY, Mich., October 30, 2023 (GLOBE NEWSWIRE) - Agrify Corporation (Nasdaq: AGFY) (“Agrify” or the “Company”), a leading provider of innovative cultivation and extraction solutions for the cannabis industry, today announced that CP Acquisition LLC (the “New Lender”) and its existing instituti

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 27, 2023 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Modification Agreement, effective as of October 18, 2023, between Agrify Corporation and Mack Molding Company

Exhibit 10.3 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL TO THE REGISTRANT AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS SUCH INFORMATION AS PRIVATE OR CONFIDENTIAL. REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY [***]. MODIFICATION AND SETTLEMENT AGREEMENT This Modification and Settlement Agreement (the “Modification Agreement”

Common Stock Purchase Warrant issued to Mack Molding Company

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Abeyance Warrant

Exhibit 4.2 FORM OF WARRANT AGRIFY CORPORATION WARRANT TO PURCHASE COMMON STOCK Warrant No.: HTCS-5 Number of Shares of Common Stock: 375,629 Date of Issuance: October 27, 2023 (“Issuance Date”) Agrify Corporation, a corporation organized under the laws of Nevada (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledge

Agrify Announces Transfer of its Existing Credit Facility and Expected New Equity Investment

Exhibit 99.1 Agrify Announces Transfer of its Existing Credit Facility and Expected New Equity Investment TROY, Mich., October 30, 2023 (GLOBE NEWSWIRE) - Agrify Corporation (Nasdaq: AGFY) (“Agrify” or the “Company”), a leading provider of innovative cultivation and extraction solutions for the cannabis industry, today announced that CP Acquisition LLC (the “New Lender”) and its existing instituti

Amended and Restated Junior Secured Promissory Note

Exhibit 4.4 AMENDED AND RESTATED JUNIOR SECURED promissory NOTE $500,000.00 October 27, 2023 Boston, Massachusetts FOR VALUE RECEIVED, AGRIFY CORPORATION, a Nevada corporation (“Maker”), promises to pay to the order of GIC ACQUISITION LLC, a Delaware limited liability company with an office at 675 VFW Parkway, Suite 152, Chestnut Hill, Massachusetts 02467-3656 (“Holder”), the principal sum advance

Abeyance Warrant, dated October 27, 2023 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 30, 2023)

Exhibit 4.2 FORM OF WARRANT AGRIFY CORPORATION WARRANT TO PURCHASE COMMON STOCK Warrant No.: HTCS-5 Number of Shares of Common Stock: 375,629 Date of Issuance: October 27, 2023 (“Issuance Date”) Agrify Corporation, a corporation organized under the laws of Nevada (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledge

Junior Secured Promissory Note (incorporated by reference to Exhibit 4.5 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 30, 2023)

Exhibit 4.5 JUNIOR SECURED promissory NOTE $3,000,000.00 October 27, 2023 Boston, Massachusetts FOR VALUE RECEIVED, AGRIFY CORPORATION, a Nevada corporation (“Maker”), promises to pay to the order of CP ACQUISITIONS, LLC, a Delaware limited liability company with an office at 675 VFW Parkway, Suite 152, Chestnut Hill, Massachusetts 02467-3656 (“Holder”), the principal sum advanced to Maker from ti

Company and Investor Acknowledgment and Release, dated as of October 27, 2023

Exhibit 10.1 COMPANY AND INVESTOR ACKNOWLEDGMENT AND RELEASE For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Agrify Corporation, on behalf of itself and the other Borrowers (“Agrify”), hereby acknowledges and agrees to the Note Purchase and Sale Agreement, dated as of October 27, 2023, by and between CP Acquisitions LLC, as Investor (the “Investor

Modification Agreement, effective as of October 18, 2023, between the Registrant and Mack Molding Company (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 30, 2023)

Exhibit 99.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL TO THE REGISTRANT AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS SUCH INFORMATION AS PRIVATE OR CONFIDENTIAL. REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY [***]. MODIFICATION AND SETTLEMENT AGREEMENT This Modification and Settlement Agreement (the “Modification Agreement”

Exchange Warrant, dated October 27, 2023 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 30, 2023)

Exhibit 4.1 AGRIFY CORPORATION WARRANT TO PURCHASE COMMON STOCK Warrant No.: HTCS-4 Number of Shares of Common Stock: 2,809,669 Date of Issuance: October 27, 2023 (“Issuance Date”) Agrify Corporation, a corporation organized under the laws of Nevada (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, High Trail

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 17, 2023 AGRIFY CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 17, 2023 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-39946 30-0943453 (Commission File Number) (IRS Employer Identification No.

Agrify Receives Nasdaq Staff Determination of Non-Compliance with Listing Rule 5250(c)(1)

Exhibit 99.1 Agrify Receives Nasdaq Staff Determination of Non-Compliance with Listing Rule 5250(c)(1) TROY, Mich., October 20, 2023 (GLOBE NEWSWIRE) - Agrify Corporation (Nasdaq: AGFY) (“Agrify”), a leading provider of innovative cultivation and extraction solutions for the cannabis industry, today announced that on October 17, 2023 it received a letter from the Listing Qualifications Department

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39946 AGRIFY CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39946 AGRIFY CORPORA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39946 AGRIFY CORPORATION

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 30, 2023 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-39946 30-0943453 (Commission File Number) (IRS Employer Identification No.

Agrify Announces Completed Restatements of Prior Period Results

Exhibit 99.1 Agrify Announces Completed Restatements of Prior Period Results TROY, Michigan, October 2, 2023 (GLOBE NEWSWIRE) - Agrify Corporation (Nasdaq: AGFY) (“Agrify” or the “Company”), a leading provider of innovative cultivation and extraction solutions for the cannabis industry, today announced that the Company has completed restatements of previously issued quarterly filings for the first

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 001-39946 FORM 12b-25 CUSIP Number 00853E206 NOTIFICATION OF LATE FILING (Check One) ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: June 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transiti

Agrify Receives Nasdaq Notification of Non-Compliance with Listing Rule 5250(c)(1)

Exhibit 99.1 Agrify Receives Nasdaq Notification of Non-Compliance with Listing Rule 5250(c)(1) BILLERICA, Mass., August 21, 2023 (GLOBE NEWSWIRE) - Agrify Corporation (Nasdaq: AGFY) (“Agrify” or the “Company”), a leading provider of innovative cultivation and extraction solutions for the cannabis industry, today announced that on August 16, 2023, it received a letter from the Listing Qualificatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 16, 2023 AGRIFY CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 16, 2023 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-39946 30-0943453 (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 19, 2023 AGRIFY CORPORATION (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 19, 2023 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 12, 2023 AGRIFY CORPORATION (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 12, 2023 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Promissory Note

Exhibit 4.1 promissory NOTE $500,000.00 July 12, 2023 Boston, Massachusetts FOR VALUE RECEIVED, AGRIFY CORPORATION, a Nevada corporation (“Maker”), promises to pay to the order of GIC ACQUISITION, LLC, a Delaware limited liability company with an office at 675 VFW Parkway, Suite 152, Chestnut Hill, Massachusetts 02467-3656 (“Holder”), the principal sum advanced to Maker from time to time up to a m

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 30, 2023 AGRIFY CORPORATION (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 30, 2023 AGRIFY CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-39946 30-0943453 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

Agrify Announces 1-For-20 Reverse Stock Split

Exhibit 99.1 Agrify Announces 1-For-20 Reverse Stock Split BILLERICA, Mass., July 3, 2023 (GLOBE NEWSWIRE) - Agrify Corporation (Nasdaq:AGFY) (“Agrify” or the “Company”), a leading provider of innovative cultivation and extraction solutions for the cannabis industry, today announced that the Company’s Board of Directors approved a 1-for-20 reverse stock split, to be effective as of 12:01 a.m. on W

Certificate of Change to Articles of Incorporation of Agrify Corporation, filed June 30, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 3, 2023).

Exhibit 3.1

2

Exhibit 99.1 Agrify Announces Changes to Executive Leadership Team BILLERICA, Mass., May 25, 2023 (GLOBE NEWSWIRE) - Agrify Corporation (Nasdaq:AGFY) (“Agrify” or the “Company”), a leading provider of innovative cultivation and extraction solutions for the cannabis industry, today announced three leadership changes to support sustainable long-term growth initiatives: ● Sheryl Elliott, who joined A

Separation Agreement, dated May 23, 2023, between Agrify Corporation and Stuart Wilcox

Exhibit 10.1 SEPARATION AGREEMENT This Separation Agreement (this “Agreement”) is entered as of May 23, 2023 between Agrify Corporation (“Agrify” or the “Company”) and Stuart Wilcox (“Executive”, “Wilcox” or “You”). Agrify and Wilcox may hereafter be referred to herein, individually, from time to time as a “Party,” and collectively herein from time to time as the “Parties.” RECITALS WHEREAS, Execu