Agrify (AGFY) 8-K Agrify Strengthens Board of Directors and Executive Leadership Team to Further Advance Long-Term Growth

Exhibit 3.1

 

ARTICLES OF AMENDMENT

TO

ARTICLES OF INCORPORATION OF
AGRIFY CORPORATION
(Entity ID NV20161331161)

Pursuant to the provisions of NRS 78.380 and 78.38578.390 the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

FIRST: The name of the corporation is AGRIFY CORPORATION (the“Company”).

SECOND: The document attached hereto as Exhibit “A” sets forth the amendments to the Articles of Incorporation which were adopted by the shareholders of the corporation at the Annual Meeting of Shareholders (“Annual Meeting”) held online on June 8, 2022, in the manner prescribed by law.

THIRD: At the close of business on April 11, 2022, the record date for determination of stockholders entitled to vote at the Annual Meeting, there were 26,549,220 shares of the Company’s Common Stock, each being entitled to one vote, representing all of the outstanding voting securities of the Company entitled to vote at the Meeting.

FOURTH: At the Annual Meeting, the holders of 16,853,434 shares or 63.47 percent of the Company’s Common Stock were represented in person or by proxy constituting a quorum.

FIFTH: The votes of the shareholders cast by ballot or proxy approving an Amendment to the corporation’s Articles of Incorporation to increase the number of authorized shares of Common Stock from 50,000,000 to 100,000,000, and to correspondingly increase the total authorized shares of stock from 53,000,000 to 103,000,000, were as follows:

FOR:	16,047,078
AGAINST:	719,400
ABSTAIN:	86,956

Dated this l l^th day of July 2022.

AGRIFY CORPORATION
By:	/s/ Raymond Chang
Name:	Raymond Chang
Title:	Chief Executive Officer

EXHIBIT “A”

The first sentence of ARTICLE 3 of the Articles of Incorporation of AGRIFY CORPORATION shall be amended to read as follows:

The total number of shares of stock that the Corporation shall have authority to issue is 103 million, consisting of 100 million shares of Common Stock, par value $0.001 per share (“Com mon Stock”) and 3 million shares of Preferred Stock, par value $0.001 per share (“Preferred Stock”).

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