Filing Overview
Registrant: Agrify Corporation (the request metadata identifies RYTHM, Inc., which does not match the filing).
Form 8-K date: July 3, 2023, reporting an event dated June 30, 2023. The filing concerns a 1-for-20 reverse stock split of Agrify’s common stock, effective at 12:01 a.m. Eastern Time on July 5, 2023.
Material Corporate Action
- Each 20 shares of common stock issued and outstanding were combined into one share.
- The stock will continue trading under the symbol AGFY; the CUSIP changed to 00853E305.
- Shares held in book-entry form were to be adjusted automatically. Fractional shares were rounded up to the nearest whole share, with no cash payment for fractional interests.
- Options, convertible securities, restricted stock units, and related equity-plan share amounts were proportionally adjusted: share quantities divided by 20 and exercise or conversion prices multiplied by 20, subject to applicable rounding.
- Authorized common shares decreased from 200,000,000 to 10,000,000. Shares outstanding as of June 30, 2023 were 32,458,929, expected to become approximately 1,622,947 after the split.
- Authorized preferred stock remained 3,000,000 shares; no preferred shares were outstanding.
- The stated par value of common stock and each stockholder’s relative ownership and voting power were generally unchanged, except for minor effects from rounding.
- Board approval and Nevada law were sufficient; stockholder approval was not required.
Purpose, Listing Status, and Outlook
The reverse stock split was intended to help the company regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum $1.00 closing bid price. Nasdaq had notified the company on January 19, 2023 that its stock had traded below $1.00 for 30 consecutive business days. The company’s 180-day compliance period was scheduled to expire on July 18, 2023, and compliance required a closing bid price of at least $1.00 for at least 10 consecutive business days.
The filing provides no revenue, profit, cash flow, margin, debt, liquidity, or other operating-financial metrics, and provides no financial guidance.
Other Filing Information
- A July 3, 2023 press release announcing the effective date was filed as Exhibit 99.1.
- The Certificate of Change filed with the Nevada Secretary of State was filed as Exhibit 3.1.
- The filing was signed by Raymond Nobu Chang, Chief Executive Officer.
Investor Verification Points
- Verify the company identity, because the supplied metadata names RYTHM, Inc., while the filing names Agrify Corporation and ticker AGFY.
- Confirm that the reverse split became effective on July 5, 2023 and that Nasdaq began trading the stock on a split-adjusted basis.
- Monitor whether Agrify satisfied Nasdaq’s $1.00 minimum bid-price requirement before the July 18, 2023 deadline.
- Verify post-split shares outstanding, the treatment of fractional shares, and adjustments to options, convertibles, and equity awards.
- Review the company’s subsequent filings for any delisting action, financing, dilution, liquidity issues, or additional corporate actions.