• Agrify, a Nasdaq-listed company offering vertical farming solutions for the cannabis industry, has announced that it has successfully completed its previously announced restructuring of its existing credit facility. 

<ul><li>According to the modified terms of the agreement, Agrify will partially pay off the previous USD 135 million senior secured note (amount undisclosed) and exchange the remaining balance with 1) a new USD 35 million senior secured note which will mature in 3 years from the date of issue and will have a 9% annual interest rate to be paid monthly in cash starting in September 2022 and 2) a warrant to purchase 14,227,643 shares of Agrify’s common stock (“Note Exchange Warrant”).</ul> 

• Agrify will also exchange its warrant to purchase 6,881,108 shares of common stock issued in the USD 135 million note (“Warrant Exchange Warrant”)  for a new warrant with the same number of shares, but with a reduced exercise price. 

• The Note Exchange Warrant will have an exercise price of USD 1.23 per share and will be exercisable upon issuance. The Warrant Exchange Warrant will have an exercise price of USD 2.15 per share and will be exercisable on or after six months from the issuance date. Both of the warrants will expire 5.5 years from the date of issuance. The conditions also state that the Note Exchange Warrant’s exercise price will be reduced further to the extent Agrify issues securities at a lower price than that stated (USD 1.23 per share) unless it completes a qualified USD 15 million equity financing round. The condition also restricts Agrify from issuing new warrants with favorable terms until it completed its qualified equity financing round.

• The lender is also entitled to a 20% cash sweep of any proceeds from equity financing received by Agrify, which will also reduce the principal amount payable at maturity by the same amount. Agrify can choose to pay off the new note at any time at a price equal to 102.5% of the outstanding principal amount plus accrued but unpaid interest.