Agrify to merge with Nature's Miracle; stockholders get 0.45 NMHI shares per AGFY share

RYTHM, Inc.

Agrify shareholders receive 0.45 Nature's Miracle shares each; expected to own ~30% of combined company.
Closing expected in H2 2024; subject to shareholder approvals and customary closing conditions.
Debt purchase: Nature's Miracle acquires ~$5M of Agrify notes for cash/stock; additional $10.1M note for $7M cash after 1 year.
Termination fee of $2M payable in certain circumstances, including superior proposal.
Post-merger, Nature's Miracle board to include Agrify CEO Raymond Chang as a director.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

RYTHM, Inc. entered into Agreement and Plan of Merger with Nature’s Miracle Holding Inc. and NMHI Merger Sub, Inc. (effective 2024-05-16).

Action: entry
Agreement: merger
Counterparty: Nature’s Miracle Holding Inc. and NMHI Merger Sub, Inc.
Effective: 2024-05-16

Exact text from the filing

On May 16, 2024, Agrify Corporation, a Nevada corporation (the “Company”) entered into the Agreement and Plan of Merger (the “Merger Agreement”) with Nature’s Miracle Holding Inc. (the “Nature’s Miracle”) (NASDAQ: NMHI) and NMHI Merger Sub, Inc., a wholly owned subsidiary of Nature’s Miracle (“Merger Sub”).

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RYTHM, Inc. filing history →

Source: SEC EDGAR

accession 0001213900-24-043986

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