Current Report Filing (8-k)
February 22 2021 - 8:01AM
Edgar (US Regulatory)
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): February
17, 2021
AGRIFY CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
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001-39946
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30-0943453
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(State
or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification Number)
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101
Middlesex Turnpike
Suite 6, PMB 326
Burlington, MA
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01803
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s telephone number, including area code: (617) 896-5243
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Ticker
symbol(s)
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Name
of each exchange
on which registered
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Common
Stock, par value $0.001 per share
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AGFY
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The
NASDAQ Capital Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
3.02. Unregistered Sales of Equity Securities
On
February 17, 2021, Agrify Corporation (the “Company”) granted ten-year options to purchase an aggregate of 1,050,000
shares of the Company’s common stock pursuant to the Agrify Corporation 2020 Omnibus Equity Incentive Plan (the “Plan”)
to its executive officers and directors. The stock options provide for an exercise price per share of $13.84, the closing price
of the Company’s common stock on The Nasdaq Capital Market on the date of grant, such exercise price being the fair market
value on such date. The stock options will vest in equal monthly installments over 36 months beginning on the one month anniversary
of the grant date.
The
issuances of the securities referred to above were deemed to be exempt from registration under the Securities Act of 1933, as
amended, in reliance on Rule 701 in that the transactions were under compensatory benefit plans and contracts relating to compensation
as provided under Rule 701. The recipients of such securities were the Company’s employees and directors and received the
securities under the Plan. Appropriate legends were affixed to the securities issued in these transactions. Each of the recipients
of securities in these transactions had adequate access, through employment, business or other relationships, to information about
the Company.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
Resignation
of Matthew S. Kressy as a Director
On
February 17, 2021, Matthew S. Kressy resigned his position as a member of the Company’s Board of Directors, effective immediately.
The resignation of Mr. Kressy was not due to any disagreement on any matter relating to the Company’s operations, policies
or practices. Mr. Kressy will remain an advisor to the Company.
Appointment
of Stuart A. Wilcox as a Director
On
February 17, 2021, Stuart A. Wilcox was appointed a member of the Company’s Board of Directors, effective as of February
17, 2021, to fill the vacancy existing on the Board pursuant to Mr. Kressy’s resignation to serve until his successor is
duly elected and qualified or until his earlier resignation or removal.
Mr.
Wilcox, age 60, is a highly accomplished executive with over 30 years of domestic and international experience, including multiple
leadership roles in the cannabis industry. Since September 2020, Mr. Wilcox has served as Chairman of the Board of Ora Pharm,
an international cannabis company based in New Zealand. He is also a member of the Advisory Board for Revelation Microelectronics,
an Atlanta-based horticulture lighting and controls company, and a Managing Partner of NuRevelation, a North Carolina-based biotech
company. From August 2017 to August 2020, Mr. Wilcox was the Chief Operating Officer of Curaleaf Holdings, Inc. (CSE: CURA) (OTCQX:
CURLF), during which time the company grew into one of the industry’s largest cannabis companies. From September 2015 to
October 2017, Mr. Wilcox was the Chief Operating Officer at Hostess Brands, Inc. (NASDAQ:TWNK). Mr. Wilcox has been a strong advocate
for cannabis legislation to require product safety certifications for cannabis operators, standardized product testing, and standard
operating procedures. He received an undergraduate degree in Engineering from the University of Toledo (Ohio) and a graduate degree
from Central Michigan University. The Company believes that Mr. Wilcox’s highly accomplished career as an executive combined
with his deep knowledge and experience in the cannabis industry makes him qualified to be a member of the Company’s Board.
There
have been no transactions in the past two years to which the Company or any of its subsidiaries was or is to be a party, in which
Mr. Wilcox had, or will have, a direct or indirect material interest.
In
connection with his appointment to the Board, Mr. Wilcox was granted ten-year options pursuant to the Plan to purchase 50,000
shares of the Company’s common stock at an exercise price per share of $13.84, the closing price of the Company’s
common stock on The Nasdaq Capital Market on the date of grant, such exercise price being the fair market value on such date.
The stock options will vest in equal monthly installments over 36 months beginning on the one month anniversary of the grant date.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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AGRIFY CORPORATION
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Date: February
22, 2021
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By:
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/s/
Niv Krikov
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Name:
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Niv
Krikov
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Title:
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Chief
Financial Officer
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