Agrify Corporation (Nasdaq:AGFY) (“Agrify” or the “Company”), the most innovative provider of premium cultivation and extraction solutions for the cannabis and hemp industry, today announced that it has entered into a debt financing agreement for up to $135 million in a Senior Secured Note facility (the “Note”) with an institutional lender (the “Lender”). The proceeds will be used for working capital and general corporate purposes.
An initial funding of $65 million under the Note will be immediately available to the Company at an initial closing, with the option for the Company to draw down the remaining $70 million available in two subsequent fundings of $35 million each, subject to the satisfaction of certain funding conditions.
“We continue to see tremendous interest and enthusiasm around the Agrify Total Turn-Key (TTK) Solution program, which is the key driver behind us having over $500 million in carefully vetted sales opportunities in our total qualified pipeline,” said Raymond Chang, Chairman and CEO of Agrify. “This debt facility further validates our TTK program and offers us the immediate balance sheet leverage to fund our continued growth. As we establish additional TTK partnerships, we believe our high-margin recurring production and SaaS revenue streams will provide us with increased financial leverage, allowing us to create more meaningful, long-term value for our shareholders.”
A.G.P./Alliance Global Partners is acting as sole placement agent for the financing, and Burns & Levinson LLP is acting as the Company’s legal counsel.
Transaction Terms
The Note will mature on March 1, 2026 (the “Maturity Date”) and will contain a 6.75% annualized coupon to be paid quarterly, in cash, beginning February 1, 2023. Following the one-year anniversary of the Note’s issuance, the Company may, in lieu of paying interest in cash, pay such interest in kind, in which case interest on the Note will be calculated at the rate of 8.75% per annum and will be added to the principal amount of the Note. In addition, the Company will be required to make amortization payments equal to 4.0% of the original principal amount of the Note on the first day of each calendar month starting on February 1, 2023 and extending through the maturity date.
At the time of the initial funding, the Company will issue warrants to the Lender with a term of 5.5 years, exercisable for a number of shares equal to 65% of the funding amount divided by the closing stock price on the trading day prior to the date of the definitive agreement. The initial warrants will have an exercise price equal to $6.75, which is 110% of the closing stock price on the trading day immediately prior to the signing of the definitive agreement. For each subsequent funding, the Company will similarly issue warrants to the Lender with a term of 5.5 years, exercisable for a number of shares equal to 65% of the funding amount divided by the closing stock price on the trading day prior to such subsequent funding. Each warrant issued in a subsequent funding will have an exercise price equal to 110% of the closing stock price of the Company’s stock on the day prior to the date of such funding.
At any time following the one-year anniversary of the Note’s issuance, the Company may prepay all of the Note by redemption at a price equal to 106.75% of the then-outstanding principal amount under the Note plus accrued but unpaid interest. The Lender will also have the option of requiring the Company to redeem the Note if the Company undergoes a fundamental change at a price equal to 107% of the then-outstanding principal amount under the Note plus any accrued interest thereon.
The Note will impose certain customary affirmative and negative covenants upon the Company. 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 (or such lesser principal amount accelerated by the Lender) 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 the Company or its subsidiaries.
The securities to be issued to the Lender will not be registered under the Securities Act of 1933, as amended, or state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The definitive agreement requires the Company to file resale registration statements with respect to the shares underlying the warrants as soon as practicable and in any event within 45 days following the initial closing and any subsequent closing.
The warrants will include a limitation such that the Lender’s beneficial ownership will not exceed 4.99% of the Company’s shares outstanding at the time of exercise (which percentage may be decreased or increased by the Lender subject to the terms of the warrants, but may not exceed 9.99%).
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in the offering. There shall not be any sale of the securities described herein in any state or jurisdiction in which such offering, sale, or solicitation would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Agrify TTK Solution
The Agrify TTK Solution is a first-of-its-kind program in which Agrify partners with qualified cannabis and hemp cultivators in the early phases of their business plans and provides critical support over a 10-year period, which includes: access to capital, design and buildout of their cultivation and extraction facilities, state-of-the-art cultivation and extraction equipment, process design, training, implementation, data analytics, and consumer branding.
To date, the Company has contractual commitments for over 3,000 Vertical Farming Units that will be powered by the Agrify Insights SaaS cultivation software as well as the value-added services mentioned above. Cumulatively, all of the 10-year agreements under Agrify’s TTK Solution program are currently projected to generate an estimated $850 million in total revenue.
