RYTHM, Inc. current report, 17 May 2023

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SEC Form 8-K Summary

Registrant: Agrify Corporation (the request metadata identifies RYTHM, Inc., but the filing names Agrify Corporation)

Reporting date: May 17, 2023; signed and filed May 23, 2023

Business Context and Reporting Period

Agrify Corporation, a Nevada corporation trading on Nasdaq under the symbol AGFY, reported continued noncompliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of periodic reports with the SEC.

Key Financial and Operating Metrics

  • The filing does not provide revenue, profit, cash flow, margin, debt, liquidity, or other operating metrics.
  • The company had not filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
  • The company also had not filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.

Material Changes Versus the Prior Comparable Period

  • Nasdaq issued a second notice on May 17, 2023, relating to the late Form 10-Q filing, following an April 2023 notice concerning the late Form 10-K filing.
  • The company previously disclosed that accounting errors involving previously issued warrants required restatement of unaudited interim financial statements for the quarters ended March 31, June 30, and September 30, 2022.

Outlook, Risks, Contingencies, and Unusual Items

  • The company must submit a plan to regain compliance with Nasdaq by June 20, 2023.
  • If Nasdaq accepts the plan, it may grant the company up to 180 additional days from the Form 10-K due date, through October 16, 2023, to regain compliance.
  • If Nasdaq rejects the plan, the company may appeal to a Nasdaq Hearings Panel.
  • The company expects to submit one plan addressing both Nasdaq notices.
  • The notices had no immediate effect on the listing of the company’s common stock, but continued filing delays create a potential delisting risk.
  • The company attributed the filing delays to warrant-accounting errors and related restatement work, and previously stated that timely filing was not possible without unreasonable effort or expense.

Investor Verification Checklist

  • Verify the status and acceptance of Agrify’s compliance plan by Nasdaq.
  • Verify the filing dates and contents of the delayed Form 10-K for 2022 and Form 10-Q for March 31, 2023.
  • Review the amended quarterly filings and quantify the impact of the warrant-accounting restatements.
  • Assess whether additional accounting corrections, audit delays, financing needs, or delisting proceedings arise.
  • Confirm the discrepancy between the requested company name, RYTHM, Inc., and the registrant identified in the filing, Agrify Corporation.