UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 22, 2023 (the “Effective Date”), Stuart Wilcox, the Chief Operating Officer of Agrify Corporation (the “Company”), notified the Company that he will resign as Chief Operating Officer of the Company effective as of the Effective Date.
On May 23, 2023, the Company entered into a Separation Agreement with Mr. Wilcox (the “Separation Agreement”).
The Separation Agreement provides that, among other things, if Mr. Wilcox does not revoke his acceptance of the Separation Agreement within the applicable revocation period, (a) Mr. Wilcox will receive reimbursement for COBRA premiums for medical, dental and vision benefits for a period of six months, and (b) all of Mr. Wilcox’s restricted stock units shall continue to vest in accordance with their original vesting terms, notwithstanding his resignation. The Separation Agreement also contains a general release in favor of the Company.
The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants and agreements contained in the Separation Agreement , and is subject to and qualified in its entirety by reference to the complete text of the Separation Agreement , a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Item 8.01. Other Events.
On May 25, 2023, the Company issued a press release announcing executive leadership changes, including the promotion of David Kessler to Executive Vice President, Chief Science Officer and General Manager – Cultivation Division, Brian Towns to Executive Vice President and General Manager – Extraction Division, and Sheryl Elliott to Senior Vice President of Human Resources, in each case effective as of June 1, 2023, and the resignation of Mr. Wilcox. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
The Company hereby files or furnishes, as applicable, the following exhibits:
| Exhibit No. | Description | |
| 10.1 | Separation Agreement, dated May 23, 2023, between Agrify Corporation and Stuart Wilcox | |
| 99.1* | Press Release of Agrify Corporation dated May 25, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Furnished but not filed. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| AGRIFY CORPORATION | ||
| By: | /s/ Raymond Nobu Chang | |
| Raymond Nobu Chang | ||
| Chief Executive Officer | ||
| Date: May 25, 2023 | ||
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