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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
January 30, 2024
AGRIFY CORPORATION
(Exact name of registrant as specified in its charter)
Nevada |
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001-39946 |
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30-0943453 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
2468 Industrial Row Dr.
Troy, MI |
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48084 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including
area code: (617) 896-5243
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading symbol(s) |
|
Name of each exchange on which registered |
Common Stock, par value $0.001 per share |
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AGFY |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
As previously
disclosed in the Current Report on For 8-K filed by Agrify Corporation (the “Company”) on December
6, 2023, on December 1, 2023, the Company received a notice from The Nasdaq Stock Market
LLC (“Nasdaq”) stating that because the Company reported stockholders’ equity of $(17.17) million in its Form 10-Q for
the quarter ended March 30, 2023, the Company was no longer in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Listing Rule”),
which requires that listed companies maintain a minimum of $2.5 million in stockholders’ equity. In response, the Company
timely requested a hearing before a Nasdaq Hearings Panel (the “Panel”), which request stayed any further action by the Listing
Qualifications Staff. The hearing was held on January 11, 2024. The Company arrived at the hearing having previously cured an additional
grounds for delisting as a result of delinquent periodic filings during 2023 that were filed prior to the hearing.
On January 30, 2024, the Company received formal
notice that the Panel had granted the Company’s request for an exception through April 15, 2024 to evidence compliance with the
Listing Rule.
The compliance date of April 15, 2024 represents
the full extent of the Panel’s discretion to grant continued listing while the Company is non-compliant with Nasdaq Listing Rules.
Accordingly, there can be no assurance that the Company will be able to regain compliance with the Nasdaq listing rules or maintain its
listing on the Nasdaq Capital Market. If the Company’s common stock is delisted, it could be more difficult to buy or sell the Company’s
common stock or to obtain accurate quotations, and the price of the Company’s common stock could suffer a material decline. Delisting
could also impair the Company’s ability to raise capital.
Item 8.01 Other Events.
On January 30, 2024, the Company issued a press
release announcing that the Panel had granted the Company’s request for an exception through April 15, 2024 to evidence compliance
with the Listing Rule. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Exhibit 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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 hereunto
duly authorized.
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AGRIFY CORPORATION |
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|
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Date: January 31, 2024 |
By: |
/s/ Raymond Nobu Chang |
|
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Raymond Nobu Chang |
|
|
Chief Executive Officer |
2
Exhibit 99.1
Agrify Receives Positive Nasdaq Listing Determination
TROY, Michigan, Jan. 30, 2024 (GLOBE NEWSWIRE) -- Agrify
Corporation (Nasdaq: AGFY) (“Agrify” or the “Company”), a leading provider of innovative cultivation and extraction
solutions for the cannabis industry, today announced that the Company has received formal notification that the Nasdaq Hearings Panel
(the “Panel”) has granted the Company’s request for continued listing on The Nasdaq Capital Market pursuant to an extension
through April 15, 2024, to evidence compliance with Nasdaq Listing Rule 5550(b)(1) (the “Rule”), which requires listed companies
to have a stockholders’ equity of at least $2.5 million for continued listing on The Nasdaq Capital Market.
The Company earlier received notice from the Listing
Qualifications Staff of Nasdaq indicating that the Company no longer satisfied the Rule and was therefore subject to delisting. In response,
the Company timely requested a hearing before the Panel, which request stayed any further action by the Staff. The hearing was held on
January 11, 2024.
As previously reported by the Company, CP Acquisitions
LLC (the “New Lender”), an entity affiliated with and controlled by Raymond Chang, Chief Executive Officer of the Company
and a member of its Board of Directors (the “Board”), and I-Tseng Jenny Chan, a member of the Board, purchased from an institutional
investor (the “Prior Lender”) the outstanding notes held by such investor, and such debt was consolidated together with the
debt previously held by the New Lender into a convertible note and approximately $3.9 million of the outstanding debt has been converted
into equity at a conversion price per share equal to $1.46, or 212% of the closing price of the Company’s common stock at the day
of conversion. Furthermore, as previously announced, on November 30, 2023, the New Lender forgave $1,000,000 in debt owed by the Company.
As of today’s date, pursuant to notices
of exercise received from the Prior Lender, the Company issued an aggregate of 2,685,629 shares of common stock, an increase of 210,000
shares of common stock from the prior January 25, 2024 announcement by the Company.
Additionally, the Company continues to settle
and resolve various prior legal and trade payables in order to reduce the outstanding liabilities and improve the equity position of the
Company.
About Agrify
Agrify is a leading provider of innovative cultivation
and extraction solutions for the cannabis industry, bringing data, science, and technology to the forefront of the market. Our proprietary
micro-environment-controlled Vertical Farming Units (VFUs), enable cultivators to produce the highest quality products with unmatched
consistency, yield, and ROI (return on investment) at scale. Our comprehensive extraction product line, which includes hydrocarbon, ethanol,
solventless extraction, post-processing, and lab equipment, empowers producers to maximize the quantity and quality of extract required
for premium concentrates. For more information, please visit our website at http://www.agrify.com.
Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 concerning Agrify and other matters. All statements contained
in this press release that do not relate to matters of historical fact should be considered forward-looking statements including, without
limitation, statements regarding the Company’s ability to maintain or regain compliance with The Nasdaq Capital Market listing requirements
and to remain listed on Nasdaq and the Company’s improvement of its equity position, ability to reduce its outstanding debt or liabilities.
In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,”
“expects,” “plans,” “anticipates,” “could,” “intends,” “targets,”
“projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,”
or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this press release
are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future
events and financial trends that we believe may affect our business, financial condition, and results of operations. Forward-looking statements
involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance, or achievements
to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
You should carefully consider the risks and uncertainties that affect our business, including those described in our filings with the
Securities and Exchange Commission (“SEC”), including under the caption “Risk Factors” in our Annual Report on
Form 10-K for the year ended December 31, 2022 that was filed with the SEC on November 28, 2023, which can be obtained on the SEC website
at www.sec.gov. These forward-looking statements speak only as of the date of this communication. Except as required by applicable law,
we do not plan to publicly update or revise any forward-looking statements, whether as a result of any new information, future events,
or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our public announcements and
filings with the SEC.
Agrify Investor Relations
IR@agrify.com
(857) 256-8110
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