Business Context and Reporting Period
This Form 8-K is a current report filed by Agrify Corporation (not RYTHM, Inc.) on July 19, 2024. The registrant is incorporated in Nevada and trades on the Nasdaq Capital Market under the symbol AGFY. The report primarily addresses a change in the company's independent registered public accounting firm.
Key Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial performance data. Consequently, the filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
The material change disclosed is the replacement of the company's independent registered public accounting firm:
- Previous Auditor: Marcum LLP was dismissed effective June 25, 2024.
- Interim Auditor: MATSUURA was appointed effective June 25, 2024.
- Current Auditor: On July 19, 2024, MATSUURA resigned following a merger with GuzmanGray. The Audit Committee appointed GuzmanGray as the new independent registered public accounting firm effective July 19, 2024.
Outlook, Risks, and Management Commentary
Management Commentary: The Audit Committee confirmed that during the interim period (June 25, 2024, through July 19, 2024), there were no "disagreements" with MATSUURA regarding accounting principles, financial statement disclosure, or auditing scope. Additionally, there were no "reportable events" as defined by Regulation S-K.
Consultations: The Company confirmed it did not consult GuzmanGray regarding accounting principles or audit opinions for the years ended December 31, 2023 and 2022, or through the effective date of the new appointment.
Risks and Contingencies: No specific financial risks or contingencies are detailed in this filing beyond the standard disclosure of the auditor change.
Investor Verification Checklist
- Verify the identity of the registrant as Agrify Corporation (AGFY) and not RYTHM, Inc.
- Confirm the effective date of GuzmanGray's appointment as auditor (July 19, 2024).
- Review the letter from MATSUURA (Exhibit 16.1) to confirm their agreement with the statements regarding the lack of disagreements.
- Check subsequent filings for the first financial statements audited by GuzmanGray.