Business Context and Reporting Period
This Form 8-K was filed by Agrify Corporation, not RYTHM, Inc., with an event date of March 5, 2024 and a filing signature date of March 6, 2024. Agrify is listed on Nasdaq under the symbol AGFY.
Material Event and Listing Status
- 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 did not immediately affect the Nasdaq listing.
- Agrify has 180 calendar days, through September 3, 2024, to regain compliance.
- Compliance requires a closing bid price of at least $1.00 for a minimum of 10 consecutive trading days, subject to possible Nasdaq discretion to extend the period.
Financial Metrics and Liquidity
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating or financial metrics.
Outlook, Risks, and Contingencies
- Agrify stated that it is monitoring its closing bid price and evaluating options to regain compliance.
- If compliance is not restored, Agrify may qualify for an additional 180-day period if it satisfies Nasdaq’s other initial listing standards, including market value of publicly held shares, and provides required written notice.
- A reverse stock split may be used if necessary to cure the deficiency.
- Nasdaq may determine that the common stock is subject to delisting if Agrify cannot cure the deficiency or fails other listing standards. Agrify may appeal a delisting determination to a Nasdaq Hearings Panel.
- The company stated that there is no assurance it will regain compliance or remain compliant with Nasdaq’s other listing requirements.
Key Facts for Investors to Verify
- Confirm that the filing pertains to Agrify Corporation rather than RYTHM, Inc.
- Track AGFY’s closing bid price and whether it reaches at least $1.00 for 10 consecutive trading days before September 3, 2024.
- Monitor any Nasdaq extension, delisting notice, appeal, or reverse stock split action.
- Review subsequent filings for the company’s financial condition and ability to satisfy Nasdaq’s other continued-listing standards.