M&A - Agrify Corp

Form Type: 8-K

Filing Date: 2025-05-22

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025046875

Filing Summary: On May 20, 2025, Agrify Corporation entered into a Purchase Agreement with VCP IP Holdings, LLC to acquire all equity interests in MC Brands LLC and Core Growth LLC for $5,075,000 in cash. Green Thumb Industries Inc. indirectly owns 34% of Agrify's common stock, and its CEO, Benjamin Kovler, serves as Chairman of Agrify. The acquired assets consist mainly of intellectual property rights for the incredibles brand. The Purchase Agreement includes provisions allowing VCP or Agrify to repurchase the acquired companies within five years under certain circumstances, along with restrictions on transfer. Simultaneously, MC Brands signed an Incredibles License Agreement, granting GTI Core an exclusive license to use specific intellectual property related to the incrdibles brand. Additionally, Core Growth executed a Beboe License Agreement with For Success for an exclusive license to the Beboe brand for hemp-derived products. At the same time, a Rythm License Agreement was entered into between VCP and Core Growth for similar licensing rights concerning the Rythm brand. Furthermore, Agrify entered into an amended Shared Services Agreement with Vision Management Services for administrative and operational services. On May 22, 2025, Agrify issued Secured Convertible Notes totaling $30 million, which includes an amendment to an existing note previously issued to RSLGH, allowing for Pre-Funded Warrants upon conversion and ranking on parity with the new notes. This document details the agreements and terms involved in these strategic actions.

Form Type: 10-K

Filing Date: 2025-03-21

Corporate Action: Acquisition

Type: New

Accession Number: 000101376225000918

Filing Summary: Agrify Corporation, primarily focused on the cannabis and hemp industries, has recently made significant corporate strategic moves, including the acquisition of the Señorita brand of beverages providing hemp-derived THC cocktails, as well as the sale of its cultivation business. The Company entered into an Asset Purchase Agreement on December 31, 2024, transferring its vertical farming units and related software to CP Acquisitions, LLC, alongside assuming approximately $7 million in secured indebtedness. Additionally, Agrify raised about $25.9 million through a private placement in late 2024 and issued a Secured Convertible Note to RSLGH, LLC. The document highlights board changes including the appointment of Peter Shapiro and Sanjay Tolia, and the resignation of several key members. It discusses risks related to the evolving regulatory landscape for hemp-derived products, competition in the cannabis industry, and Agify’s continued focus on optimizing shareholder value post-acquisitions. The corporate overview underscores the transition to a high-margin beverage business, moving away from prior cultivation activities, thus shifting its operational strategy.

Form Type: 8-K/A

Filing Date: 2025-02-25

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025017101

Filing Summary: This document is an amendment to Agrify Corporation's previous Form 8-K filed on December 16, 2024, in connection with the acquisition of substantially all of the assets of Double or Nothing, LLC, completed on December 12, 2024. The amendment provides the financial statements required under Items 9.01(a) and (b) that were not included in the original filing. It includes the audited financial statements for the years ended December 31, 2023 and 2022 and unaudited financials for the nine months ended September 30, 2024 and 2023 for Double or Nothing, as well as pro forma combined financial information reflecting the acquisition effects, including a balance sheet and statements of operations for various periods.

Form Type: 8-K

Filing Date: 2025-01-07

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025001659

Filing Summary: On January 7, 2025, Agrify Corporation reported the sale of certain assets related to its Vertical Farming Unit business to CP Acquisitions, LLC, an event referred to as the Asset Sale. This transaction became effective on December 31, 2024, resulting in David Kessler ceasing his roles as the Company’s Chief Science Officer, Executive Vice President, and General Manager of Cultivation, effective the same date. The report is filed as a current report under Section 13 or 15(d) of the Securities Exchange Act of 1934.

Form Type: 8-K

Filing Date: 2025-01-06

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025000939

Filing Summary: On December 31, 2024, Agrify Corporation entered into an Asset Purchase Agreement with CP Acquisitions, LLC, led by former Chairman Raymond Chang, for the sale of the Company’s Vertical Farming Units and related assets. The deal included approximately $7 million in secured indebtedness and certain other liabilities. This transaction is considered significant, requiring pro forma financial disclosures. A press release announcing this acquisition was issued on January 6, 2025, providing further details to the investors.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-01-03

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025000917

Filing Summary: This document serves as Amendment No. 8 to the Schedule 13D previously filed by I-Tseng Jenny Chan associated with Agrify Corporation. The amendment highlights that on December 31, 2024, CP Acquisitions, LLC, an entity linked to the Former Reporting Person, finalized an Asset Purchase Agreement to acquire Agrify's cultivation business. This includes all cultivation-related assets, such as Vertical Farming Units and Agrify software solutions. In return for these assets, CP Acquisitions terminated certain debts owed by Agrify. As a result of this acquisition, I-Tseng Jenny Chan no longer holds beneficial ownership of over 5% of Agrify’s common stock, thus ceasing to be a Reporting Person. The amendment does not alter previous filings except as noted herein.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-01-03

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025000918

Filing Summary: This document is Amendment No. 12 to the Schedule 13D originally filed by former reporting persons including Raymond Nobu Chang and NXT3J Capital, LLC, regarding their beneficial ownership of Agrify Corporation's common stock. Notably, on December 31, 2024, CP Acquisitions, LLC, an entity affiliated with Mr. Chang, signed and closed an Asset Purchase Agreement to acquire Agrify's cultivation business, including all related assets and software. In return, CP terminated certain debts owed by Agrify. The document confirms that as of the date of the Asset Purchase Agreement, the reporting persons no longer beneficially own more than 5% of the class of securities, thus ceasing their status as reporting persons. This amendment does not alter previously reported information, except as noted herein.