Business Context and Reporting Period
This Form 8-K was filed by Agrify Corporation, although the request metadata identifies RYTHM, Inc. The report concerns events beginning October 4, 2022, with subsequent disclosures dated October 5–6, 2022. Agrify’s common stock traded on Nasdaq under the symbol AGFY.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margins, debt balances, liquidity measures, or other operating financial metrics.
Material Changes and Events
- Nasdaq notified Agrify that its common stock had closed below the $1.00 minimum bid price for 30 consecutive business days, violating Nasdaq Listing Rule 5550(a)(2).
- The deficiency notice had no immediate effect on the Nasdaq listing.
- Agrify received 180 calendar days, through April 3, 2023, to regain compliance by achieving a closing bid price of at least $1.00 for at least 10 consecutive trading days, subject to possible Nasdaq discretion.
- Agrify may qualify for an additional 180-day compliance period if it satisfies the applicable market value and other initial listing requirements.
- Agrify planned to seek stockholder authorization for a reverse stock split at a ratio between 1-for-2 and 1-for-10. A special meeting was scheduled for October 14, 2022, with the final ratio, timing, and implementation decision to be determined by the board.
Guidance, Risks, Contingencies, and Unusual Items
- There is no financial guidance or operating outlook in the filing.
- Agrify stated that there is no assurance it will regain Nasdaq compliance or remain compliant with other listing standards. Failure could result in a delisting notice, subject to appeal to a Nasdaq Hearings Panel.
- Agrify disclosed litigation involving Bud & Mary’s Cultivation, Inc. and related parties. Agrify had issued a notice of default under a term loan agreement on September 15, 2022.
- Bud & Mary’s filed a complaint in Massachusetts Superior Court on October 5, 2022, alleging unfair or deceptive trade practices, breach of contract, and conversion, and seeking monetary damages and other relief.
- Agrify believes the claims lack merit and intends to defend itself vigorously while evaluating its own rights and remedies. The filing does not quantify the damages sought or assess the probable outcome.
Investor Verification Priorities
- Confirm that the filing relates to Agrify Corporation rather than RYTHM, Inc.
- Verify the outcome of the October 14, 2022 special meeting and whether a reverse stock split was approved and implemented.
- Monitor whether Agrify regained Nasdaq’s minimum bid compliance by April 3, 2023 or obtained an additional compliance period.
- Review subsequent filings for any delisting determination, appeal, or other Nasdaq listing issues.
- Review subsequent disclosures regarding the Bud & Mary’s litigation, the term loan default, claimed damages, and any settlement or judgment.