Agrify Corporation (NASDAQ:AGFY) has signed a definitive agreement with its institutional lender to successfully amend its existing credit facility.
Pursuant to the modification, Agrify will partially prepay the senior secured note originally issued to the lender in March 2022 and exchange the remaining balance of the original note for a new senior secured note with an original principal amount of $35.0 million and a new warrant to purchase 14.23 million shares of common stock. Additionally, Agrify will exchange the warrant to purchase 6.88 million shares of common stock issued in the prior closing for a new warrant with the same number of underlying shares but with a reduced exercise price.
The note will mature on the three-year anniversary of its issuance and will contain a 9.0% annualized interest rate, with interest to be paid monthly, in cash, beginning September 1, 2022. The principal amount of the note will be payable on the maturity date, provided that the lender will be entitled to a cash sweep of 20% of the proceeds received by Agrify in connection with any equity financing, which will reduce the outstanding principal amount under the note.
At any time, Agrify may prepay all of the note by redemption at a price equal to 102.5% of the then-outstanding principal amount under the note plus accrued but unpaid interest. The lender will also have the option of requiring Agrify to redeem the note on the one-year or two-year anniversaries of issuance at a price equal to the then-outstanding principal amount under the note plus accrued but unpaid interest or if Agrify undergoes a fundamental change at a price equal to 102.5% of the then-outstanding principal amount under the note plus accrued but unpaid interest.
The note will impose certain customary affirmative and negative covenants upon Agrify but will not include the revenue or EBITDA covenants included in the original note. Further, if an event of default under the note occurs, the lender will be able to elect to redeem the note for cash equal to 115% of the then-outstanding principal amount of the note plus accrued and unpaid interest thereon.
Until the date the note is fully repaid, the lender will, subject to certain exceptions, have the right to participate up to 30% of any debt, preferred stock, or equity-linked financing of Agrify or its subsidiaries.
The warrant exchange warrant will have an exercise price of $2.15 per share, will be exercisable on and after the six-month anniversary of issuance, and will expire five years and six months after issuance. The note exchange warrant will have an exercise price of $1.23 per share, will be exercisable upon issuance, and will expire five years and six months after issuance. Until the company completes a qualified equity financing of at least $15.0 million, the note exchange warrant’s exercise price will be reduced to the extent Agrify issues securities for a lower purchase price. The note exchange warrant will also prohibit Agrify, until following the completion of such qualified equity financing, from issuing warrants with more favorable or preferential terms and/or provisions.
The warrant exchange warrant and the note exchange warrant will include a limitation such that the lender’s beneficial ownership will not exceed 4.99% of Agrify’s shares of common stock outstanding at the time of exercise. Additionally, the lender may not exercise the warrant exchange warrant and/or note exchange warrant for greater than 5.31 million shares of common stock unless and until shareholder approval is obtained, which the company has agreed to use reasonable best efforts to obtain such shareholder approval at the next meeting of the shareholders of the company, but in no event later than June 30, 2023.
Photo by Giorgio Trovato on Unsplash
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