Agrify Corp

S-11 fs12024_agrifycorp.htm REGISTRATION STATEMENT

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

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its Charter)

2468 Industrial Row Drive, Troy, Michigan 48084

(855) 420-0020

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)

Raymond Nobu Chang

Chairman and Chief Executive Officer

2468 Industrial Row Drive, Troy, Michigan 48084

(855) 420-0020

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (check one)

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 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

We are offering up to 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 $ per share of common stock pursuant to this prospectus.

We are also offering to certain purchasers whose purchase of shares of common stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or such other percentage as may be required by the investor) of our outstanding common stock immediately following the consummation of this offering, the opportunity to purchase, if any such purchaser so chooses, Pre-Funded Warrants in lieu of shares of common stock. The offering price for each Pre-Funded Warrant is $ .

The Pre-Funded Warrants will not have an expiration date and will be exercisable immediately. The exercise price for the Pre-Funded Warrants will be equal to $0.001.

We have also registered for public sale shares of common stock, issuable to the representative of the underwriters upon the exercise of a warrant to be issued to the representative (or shares if the representative exercises theover-allotment option in full).

Our common stock is listed on The Nasdaq Capital Market under the symbol “AGFY.” On January 25, 2024, the last reported sale price of Agrify’s common stock on The Nasdaq Capital Market was $0.648 per share.

There is no established public trading market for the Pre-Funded Warrants, and we do not expect a market to develop. In addition, we do not intend to apply for the listing of the Pre-Funded Warrants on any national securities exchange or other nationally recognized trading system. Without an active trading market, we expect the liquidity of the Pre-Funded Warrants will be limited.

We are an “emerging growth company” and a “smaller reporting company” as those terms are defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements.

You should read this prospectus, together with additional information described under the headings “Incorporation of Certain Information by Reference” and “Where You Can Find More Information,” carefully before you invest in our common stock.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 14 of this prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus, for a discussion of information that should be considered in connection with an investment in our securities.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

(1) In addition to underwriting discounts, Agrify has agreed to reimburse the underwriters for certain expenses. In addition, we will issue to the representative of the underwriters a warrant to purchase up to one and one-half percent (1.5%) of the aggregate number of shares of common stock (or Pre-Funded Warrants) issued in this offering. See “Underwriting” beginning on page 49 of this prospectus for additional information regarding total underwriter compensation.

(2) Does not give effect to any exercise of the Pre-Funded Warrants being issued in this offering.

The offering is being underwritten on a firm commitment basis. We have granted a 45-day option to the underwriters to purchase up to an additional shares of common stock (or, in lieu thereof, Pre-Funded Warrants) at the public offering price, less the underwriting discounts payable by us, to cover over-allotments, if any (the “Over-Allotment Option”).

The underwriters expect to deliver the shares of common stock to investors on or about , 2024.

Sole Book-Running Manager

ALEXANDER CAPITAL, L.P.

The date of this prospectus is , 2024