Agrify Corporation Announces Approximately $13.8 Million Debt-to-Equity Conversion

Company Expects to Regain Compliance with Nasdaq Shareholders’ Equity Requirement

TROY, Mich., May 22, 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 an approximately $13.8 million debt-to-equity conversion by CP Acquisitions, LLC and GIC Acquisitions LLC. As a result of the conversion, the Company is expected to regain compliance with Nasdaq’s Listing Rule, achieving stockholder’s equity of at least $2.5 million as of the date of conversion.

In connection with the conversions, CP Acquisitions, LLC (“CP”), an entity affiliated with and controlled by Raymond Chang, the Chairman and Chief Executive Officer of the Company, and I-Tseng Jenny Chan, a member of Agrify’s Board of Directors, converted $11.5 million of its senior convertible note into a Pre-Funded Warrant exercisable at issuance for up to 8,561,644 shares of common stock. GIC Acquisitions LLC (“GIC”), an entity affiliate with and controlled by Mr. Chang, converted approximately $2.29 million of its junior secured note into a Pre-Funded Warrant exercisable at issuance for up to 3,225,807 shares of common stock. Each Pre-Funded Warrant includes adjustment provisions in the event that Agrify conducts any equity financing during the twelve month period following conversion, subject to shareholder approval.

As a result of the conversions, the Company believes that its shareholders’ equity exceeds $2.5 million, which would allow the Company to regain compliance with Nasdaq Listing Rule 5550(b)(1). Raymond Chang, Chairman and Chief Executive Office of Agrify, stated “I am very pleased to see the continuous turnaround in Agrify. The decision to convert a substantial portion of the senior debt shows the management and the shareholders’ commitment to the future of Agrify. We are excited to see the strong positive momentum in our business across both the extraction and cultivation divisions. We believe this large debt conversion allows Agrify to meet the minimum shareholders’ equity requirement under Nasdaq continued listing rules and provides Agrify with a cleaner and positive balance sheet to fuel our future growth. We remain focused on executing the Company’s turnaround.”