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 January 8,
2024. At the Annual Meeting, all items of business were
considered, with the exception of Item 3, the proposal to increase
the number of authorized shares of common stock from 10,000,000 to
35,000,000, and to correspondingly increase the total authorized
shares of stock from 13,000,000 to 38,000,000 (the “Authorized
Share Proposal”), as further described in the Company’s definitive
proxy statement and any supplements thereto (the “Proxy
Statement”).
At the Annual Meeting, approximately 50.6% of
the Company’s outstanding shares of common stock were represented
in person or by proxy, representing a quorum.
The Authorized Share Proposal requires the
affirmative vote of a majority of the Company’s outstanding shares
of common stock as of December 6, 2023, the record date for the
Annual Meeting. As of the date of the Annual Meeting, approximately
45.4% of the outstanding shares of common stock as of the record
date had been voted in favor of the Authorized Share Proposal.
Consequently, the Company adjourned the Annual Meeting with respect
to the Authorized Share Proposal only until January 22, 2024.
Shareholders will be able to attend the
reconvened Annual Meeting virtually at
www.virtualshareholdermeeting.com/AGFY2023 on Monday, January 22,
2024 at 10:00 a.m. Eastern Time. Shareholders who have already
submitted their proxy do not need to resubmit their proxy. Proxies
previously submitted in respect of the Authorized Share Proposal
will be voted at the reconvened Annual Meeting as indicated
therein, unless properly revoked in accordance with the procedures
described in the Proxy Statement. The record date for determining
shareholders eligible to vote at the reconvened Annual Meeting will
remain the close of business on December 6, 2023.
The Company strongly encourages all
shareholders of record as of December 6, 2023, who have not yet
voted for the Authorized Share Proposal, to do so by January 21,
2024 at 11:59 p.m. Eastern Time. Shareholders who have any
questions or require any assistance with completing a proxy or
voting instruction form or who do not have the required materials,
may contact Alliance Advisors using the following contact
information: 1-855-935-2554 and
agfy@allianceadvisors.com.
If the number of additional shares of
common stock voted at the adjourned Annual Meeting is not
sufficient to approve the Authorized Share Proposal, the Company
may seek to further adjourn the Annual Meeting again, which will
require the Company to incur additional costs. Additionally, in the
event the Authorized Share Proposal is not approved, CP
Acquisitions, LLC may not be willing to extend the maturity date
beyond December 31, 2023 on its Senior Secured Note issued by the
Company and such failure to approve will limit the Company’s
ability to obtain future equity financing and/or to convert a
portion of its outstanding indebtedness into equity and regain
compliance with Nasdaq’s shareholder equity listing
standard.
Other Results of Annual Meeting
The director nominees Raymond Chang, Max
Holtzman, Timothy Mahoney, Leonard J. Sokolow, and Krishnan Varier
were each re-elected, and I-Tseng Jenny Chan was elected, in each
case to the Company’s Board of Directors. Each director nominee
received a plurality of votes cast at the Annual Meeting. With the
election of all of the director nominees, Agrify currently has 6
directors.
With more than 94.9 percent of the votes cast
"For," stockholders ratified Marcum LLP as Agrify's independent
registered public accounting firm for the year ending Dec. 31,
2023.
The proposal, as required by Nasdaq Listing Rule
5635(d), to increase the number of shares of Common Stock
underlying the warrant issued by the Company on October 27, 2023
upon the occurrence of certain equity issuances or conversions
passed. This proposal received 96.5 percent of the votes cast “For”
the proposal.
The proposal, as required by Nasdaq Listing Rule
5635, for the amendment of the Senior Secured Convertible Note held
by CP Acquisitions LLC, an affiliate of Raymond Chang and I-Tseng
Jenny Chan (“CP Acquisitions”), to, among other things, consolidate
a Senior Secured Note and a certain promissory note held by CP
Acquisitions with the convertible note, decrease the conversion
price thereunder to $1.46 per share of Common Stock and to increase
the beneficial ownership limitation to 49.99% passed. This proposal
received 92.1 percent of the votes cast “For” the proposal.
The proposal for of an amendment to the Agrify
Corporation 2022 Omnibus Equity Incentive Plan to increase the
number of shares of Common Stock available for issuance thereunder
by 250,000 and to revise the minimum vesting provision passed. This
proposal received 97.0 percent of the votes cast “For” the
proposal.
The proposal to approve an adjournment of the
Annual Meeting in order to solicit additional proxies if there are
not sufficient shares to be voted in favor of certain proposals
passed. This proposal received 95.8 percent of the votes cast “For”
the proposal.
About Agrify
Agrify is a leading provider of innovative
cultivation and extraction solutions for the cannabis industry,
bringing data, science, and technology to the forefront of the
market. Our proprietary micro-environment-controlled Vertical
Farming Units (“VFUs”), enable cultivators to produce the highest
quality products with unmatched consistency, yield, and ROI (return
on investment) at scale. Our comprehensive extraction product line,
which includes hydrocarbon, ethanol, solventless extraction,
post-processing, and lab equipment, empowers producers to maximize
the quantity and quality of extract required for premium
concentrates. For more information, please visit our website at
http://www.agrify.com.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 concerning Agrify and other matters. All
statements contained in this press release that do not relate to
matters of historical fact should be considered forward-looking
statements including, without limitation, statements regarding
Agrify’s ability to obtain a favorable vote for the Authorized
Share Increase and the consequences of the failure to approve that
proposal. In some cases, you can identify forward-looking
statements by terms such as “may,” “will,” “should,” “expects,”
“plans,” “anticipates,” “could,” “intends,” “targets,” “projects,”
“contemplates,” “believes,” “estimates,” “predicts,” “potential,”
or “continue” or the negative of these terms or other similar
expressions. The forward-looking statements in this press release
are only predictions. We have based these forward-looking
statements largely on our current expectations and projections
about future events and financial trends that we believe may affect
our business, financial condition, and results of operations.
Forward-looking statements involve known and unknown risks,
uncertainties and other important factors that may cause our actual
results, performance, or achievements to be materially different
from any future results, performance or achievements expressed or
implied by the forward-looking statements. You should carefully
consider the risks and uncertainties that affect our business,
including those described in our filings with the Securities and
Exchange Commission (“SEC”), including under the caption “Risk
Factors” in our Annual Report on Form 10-K for the year ended
December 31, 2022 that was filed with the SEC on November 28, 2023,
which can be obtained on the SEC website at www.sec.gov. These
forward-looking statements speak only as of the date of this
communication. Except as required by applicable law, we do not plan
to publicly update or revise any forward-looking statements,
whether as a result of any new information, future events, or
otherwise. You are advised, however, to consult any further
disclosures we make on related subjects in our public announcements
and filings with the SEC.
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