What changed in RYTHM, Inc.'s 2024 10-K compared to 2023?

Across the narrative sections we track, RYTHM, Inc. (RYM) added 781 paragraphs, removed 917, and edited 381 between the 2023 and 2024 10-K filings. The biggest movers are Item 1. Business (+379/−470), Item 1A. Risk Factors (+207/−217), Item 7. Management's Discussion & Analysis (+182/−203).

Did RYTHM, Inc. add new Risk Factors in the 2024 10-K?

Yes — Item 1A Risk Factors shows 207 new/edited paragraphs and 217 removed paragraphs versus the 2023 10-K.

What changed in RYTHM, Inc.'s MD&A (Item 7) in 2024?

Item 7 Management's Discussion & Analysis shows 182 new/edited paragraphs and 203 removed paragraphs year-over-year. Read the side-by-side diff to see exactly which revenue, margin, and outlook commentary was rewritten.

Did RYTHM, Inc. update its Cybersecurity disclosure (Item 1C) in 2024?

Item 1C Cybersecurity has 7 paragraph-level changes between the 2023 and 2024 filings.

Did RYTHM, Inc.'s Legal Proceedings (Item 3) change in 2024?

Item 3 shows 1 added/edited paragraphs and 2 removed paragraphs — usually indicating new litigation disclosed or settled cases removed.

Where does this RYM 10-K diff come from?

The source filings are RYTHM, Inc.'s official 2023 and 2024 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in RYTHM, Inc.'s 10-K — 2023 vs 2024

Paragraph-level year-over-year comparison of RYTHM, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+781 added−917 removedSource: 10-K (2025-03-21) vs 10-K (2024-04-15)

Top changes in RYTHM, Inc.'s 2024 10-K

781 paragraphs added · 917 removed · 381 edited across 7 sections

Item 1. Business+379 / −470 · 211 edited
Item 1A. Risk Factors+207 / −217 · 78 edited
Item 7. Management's Discussion & Analysis+182 / −203 · 79 edited
Item 1C. Cybersecurity+7 / −19 · 7 edited
Item 5. Market for Registrant's Common Equity+3 / −4 · 3 edited

Item 1. Business

Business — how the company describes what it does

211 edited+168 added−259 removed81 unchanged

2023 filing

2024 filing

Biggest changeF-58 No Yes 902.19 12.51 1490871 208573 1490871 208573 902.19 12.51 false FY 0001800637 0001800637 2023-01-01 2023-12-31 0001800637 2023-06-30 0001800637 2024-04-09 0001800637 2023-12-31 0001800637 2022-12-31 0001800637 us-gaap:RelatedPartyMember 2023-12-31 0001800637 us-gaap:RelatedPartyMember 2022-12-31 0001800637 us-gaap:PreferredClassAMember 2023-12-31 0001800637 us-gaap:PreferredClassAMember 2022-12-31 0001800637 2022-01-01 2022-12-31 0001800637 us-gaap:RelatedPartyMember 2023-01-01 2023-12-31 0001800637 us-gaap:RelatedPartyMember 2022-01-01 2022-12-31 0001800637 us-gaap:CommonStockMember 2021-12-31 0001800637 us-gaap:PreferredStockMember 2021-12-31 0001800637 agfy:PreferredAStockMember 2021-12-31 0001800637 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001800637 us-gaap:RetainedEarningsMember 2021-12-31 0001800637 us-gaap:ParentMember 2021-12-31 0001800637 us-gaap:NoncontrollingInterestMember 2021-12-31 0001800637 2021-12-31 0001800637 us-gaap:CommonStockMember 2022-01-01 2022-12-31 0001800637 us-gaap:PreferredStockMember 2022-01-01 2022-12-31 0001800637 agfy:PreferredAStockMember 2022-01-01 2022-12-31 0001800637 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-12-31 0001800637 us-gaap:RetainedEarningsMember 2022-01-01 2022-12-31 0001800637 us-gaap:ParentMember 2022-01-01 2022-12-31 0001800637 us-gaap:NoncontrollingInterestMember 2022-01-01 2022-12-31 0001800637 us-gaap:CommonStockMember 2022-12-31 0001800637 us-gaap:PreferredStockMember 2022-12-31 0001800637 agfy:PreferredAStockMember 2022-12-31 0001800637 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001800637 us-gaap:RetainedEarningsMember 2022-12-31 0001800637 us-gaap:ParentMember 2022-12-31 0001800637 us-gaap:NoncontrollingInterestMember 2022-12-31 0001800637 us-gaap:CommonStockMember 2023-01-01 2023-12-31 0001800637 us-gaap:PreferredStockMember 2023-01-01 2023-12-31 0001800637 agfy:PreferredAStockMember 2023-01-01 2023-12-31 0001800637 us-gaap:AdditionalPaidInCapitalMember 2023-01-01 2023-12-31 0001800637 us-gaap:RetainedEarningsMember 2023-01-01 2023-12-31 0001800637 us-gaap:ParentMember 2023-01-01 2023-12-31 0001800637 us-gaap:NoncontrollingInterestMember 2023-01-01 2023-12-31 0001800637 us-gaap:CommonStockMember 2023-12-31 0001800637 us-gaap:PreferredStockMember 2023-12-31 0001800637 agfy:PreferredAStockMember 2023-12-31 0001800637 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001800637 us-gaap:RetainedEarningsMember 2023-12-31 0001800637 us-gaap:ParentMember 2023-12-31 0001800637 us-gaap:NoncontrollingInterestMember 2023-12-31 0001800637 2023-10-01 2023-12-31 0001800637 2022-10-18 2022-10-18 0001800637 2023-07-05 2023-07-05 0001800637 us-gaap:CommonStockMember 2022-12-01 2022-12-16 0001800637 agfy:PreFunded2022WarrantsMember 2022-12-01 2022-12-16 0001800637 agfy:December2022WarrantsMember 2022-12-01 2022-12-16 0001800637 agfy:CanaccordGenuityLLCMember 2023-01-01 2023-12-31 0001800637 2022-10-04 0001800637 2022-10-28 0001800637 2023-01-19 0001800637 us-gaap:CommonStockMember 2023-01-19 0001800637 2023-12-01 0001800637 2023-12-01 2023-12-01 0001800637 2020-05-01 2020-05-31 0001800637 2022-06-23 0001800637 2022-08-07 2022-08-07 0001800637 agfy:AgrifyValiantLLCMember 2023-12-31 0001800637 agfy:AgrifyBrandsLLCMember 2023-12-31 0001800637 us-gaap:SecuredDebtMember 2023-12-31 0001800637 agfy:CPAcquisitionsLLCMember 2023-10-27 0001800637 2023-12-04 0001800637 srt:ScenarioForecastMember 2024-02-01 2024-02-28 0001800637 us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001800637 us-gaap:AccountsReceivableMember us-gaap:CreditAvailabilityConcentrationRiskMember 2023-01-01 2023-12-31 0001800637 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001800637 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2022-01-01 2022-12-31 0001800637 us-gaap:SalesRevenueNetMember us-gaap:RevenueFromRightsConcentrationRiskMember 2023-01-01 2023-12-31 0001800637 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001800637 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2022-01-01 2022-12-31 0001800637 2022-08-18 0001800637 agfy:SPAWarrantMember 2022-08-18 0001800637 srt:MaximumMember 2023-04-18 0001800637 srt:MinimumMember 2023-04-18 0001800637 agfy:CompanyCustomersNumberOneThreeSixMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001800637 agfy:CompanyCustomersNumberOneThreeSixMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2022-01-01 2022-12-31 0001800637 agfy:CompanyCustomersNumberOneThreeNineMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001800637 agfy:CompanyCustomersNumberOneThreeNineMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2022-01-01 2022-12-31 0001800637 agfy:CompanyCustomerNumberOneFiveZeroNineFiveMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001800637 agfy:CompanyCustomerNumberOneFiveZeroNineFiveMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2022-01-01 2022-12-31 0001800637 agfy:CompanyCustomerNumberOneZeroEightEightEightMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001800637 agfy:CompanyCustomerNumberOneZeroEightEightEightMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2022-01-01 2022-12-31 0001800637 agfy:CompanyCustomerNumberOneSixFourNineOneMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001800637 agfy:CompanyCustomerNumberOneSixFourNineOneMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2022-01-01 2022-12-31 0001800637 srt:MinimumMember us-gaap:ComputerEquipmentMember 2023-12-31 0001800637 srt:MaximumMember us-gaap:ComputerEquipmentMember 2023-12-31 0001800637 us-gaap:FurnitureAndFixturesMember 2023-12-31 0001800637 us-gaap:SoftwareDevelopmentMember 2023-12-31 0001800637 us-gaap:VehiclesMember 2023-12-31 0001800637 agfy:ResearchAndDevelopmentLaboratoryEquipmentMember 2023-12-31 0001800637 srt:MinimumMember us-gaap:MachineryAndEquipmentMember 2023-12-31 0001800637 srt:MaximumMember us-gaap:MachineryAndEquipmentMember 2023-12-31 0001800637 srt:MinimumMember agfy:LeasedEquipmentAtCustomerMember 2023-12-31 0001800637 srt:MaximumMember agfy:LeasedEquipmentAtCustomerMember 2023-12-31 0001800637 srt:MinimumMember agfy:TradeShowAssetsMember 2023-12-31 0001800637 srt:MaximumMember agfy:TradeShowAssetsMember 2023-12-31 0001800637 srt:MinimumMember us-gaap:TradeNamesMember 2023-12-31 0001800637 srt:MaximumMember us-gaap:TradeNamesMember 2023-12-31 0001800637 srt:MinimumMember agfy:AcquiredDevelopedTechnologyMember 2023-12-31 0001800637 srt:MaximumMember agfy:AcquiredDevelopedTechnologyMember 2023-12-31 0001800637 srt:MinimumMember agfy:NoncompeteAgreementMember 2023-12-31 0001800637 srt:MinimumMember us-gaap:CustomerRelationshipsMember 2023-12-31 0001800637 srt:MaximumMember us-gaap:CustomerRelationshipsMember 2023-12-31 0001800637 srt:MinimumMember agfy:CapitalizedWebsiteCostsMember 2023-12-31 0001800637 srt:MaximumMember agfy:CapitalizedWebsiteCostsMember 2023-12-31 0001800637 us-gaap:TransferredAtPointInTimeMember 2023-01-01 2023-12-31 0001800637 us-gaap:TransferredAtPointInTimeMember 2022-01-01 2022-12-31 0001800637 us-gaap:TransferredOverTimeMember 2023-01-01 2023-12-31 0001800637 us-gaap:TransferredOverTimeMember 2022-01-01 2022-12-31 0001800637 agfy:CultivationSolutionsIncludingAncillaryProductsAndServicesMember 2023-01-01 2023-12-31 0001800637 agfy:CultivationSolutionsIncludingAncillaryProductsAndServicesMember 2022-01-01 2022-12-31 0001800637 agfy:AgrifyInsightsMember 2023-01-01 2023-12-31 0001800637 agfy:AgrifyInsightsMember 2022-01-01 2022-12-31 0001800637 agfy:FacilityBuildoutsMember 2023-01-01 2023-12-31 0001800637 agfy:FacilityBuildoutsMember 2022-01-01 2022-12-31 0001800637 agfy:ExtractionSolutionsMember 2023-01-01 2023-12-31 0001800637 agfy:ExtractionSolutionsMember 2022-01-01 2022-12-31 0001800637 agfy:LeasedEquipmentAtCustomerMember 2023-12-31 0001800637 agfy:LeasedEquipmentAtCustomerMember 2022-12-31 0001800637 us-gaap:LeaseholdImprovementsMember 2023-12-31 0001800637 us-gaap:LeaseholdImprovementsMember 2022-12-31 0001800637 us-gaap:MachineryAndEquipmentMember 2023-12-31 0001800637 us-gaap:MachineryAndEquipmentMember 2022-12-31 0001800637 us-gaap:SoftwareDevelopmentMember 2022-12-31 0001800637 us-gaap:ComputerEquipmentMember 2023-12-31 0001800637 us-gaap:ComputerEquipmentMember 2022-12-31 0001800637 agfy:ResearchAndDevelopmentLaboratoryEquipmentMember 2022-12-31 0001800637 us-gaap:FurnitureAndFixturesMember 2022-12-31 0001800637 agfy:TradeShowAssetsMember 2023-12-31 0001800637 agfy:TradeShowAssetsMember 2022-12-31 0001800637 us-gaap:VehiclesMember 2022-12-31 0001800637 agfy:BusinessCombinationMember 2022-09-30 0001800637 2022-09-30 0001800637 agfy:BusinessCombinationMember 2022-01-01 2022-06-30 0001800637 agfy:AcquisitionOfLabSocietyMember 2022-01-01 2022-06-30 0001800637 2022-01-01 2022-06-30 0001800637 us-gaap:FairValueInputsLevel1Member us-gaap:MutualFundMember 2023-12-31 0001800637 us-gaap:FairValueInputsLevel2Member us-gaap:MutualFundMember 2023-12-31 0001800637 us-gaap:FairValueInputsLevel3Member us-gaap:MutualFundMember 2023-12-31 0001800637 us-gaap:MutualFundMember 2023-12-31 0001800637 us-gaap:FairValueInputsLevel1Member us-gaap:MutualFundMember 2022-12-31 0001800637 us-gaap:FairValueInputsLevel2Member us-gaap:MutualFundMember 2022-12-31 0001800637 us-gaap:FairValueInputsLevel3Member us-gaap:MutualFundMember 2022-12-31 0001800637 us-gaap:MutualFundMember 2022-12-31 0001800637 us-gaap:FairValueInputsLevel1Member us-gaap:MoneyMarketFundsMember 2023-12-31 0001800637 us-gaap:FairValueInputsLevel2Member us-gaap:MoneyMarketFundsMember 2023-12-31 0001800637 us-gaap:FairValueInputsLevel3Member us-gaap:MoneyMarketFundsMember 2023-12-31 0001800637 us-gaap:MoneyMarketFundsMember 2023-12-31 0001800637 us-gaap:FairValueInputsLevel1Member us-gaap:MoneyMarketFundsMember 2022-12-31 0001800637 us-gaap:FairValueInputsLevel2Member us-gaap:MoneyMarketFundsMember 2022-12-31 0001800637 us-gaap:FairValueInputsLevel3Member us-gaap:MoneyMarketFundsMember 2022-12-31 0001800637 us-gaap:MoneyMarketFundsMember 2022-12-31 0001800637 us-gaap:FairValueInputsLevel1Member agfy:CorporateBondsMember 2023-12-31 0001800637 us-gaap:FairValueInputsLevel2Member agfy:CorporateBondsMember 2023-12-31 0001800637 us-gaap:FairValueInputsLevel3Member agfy:CorporateBondsMember 2023-12-31 0001800637 agfy:CorporateBondsMember 2023-12-31 0001800637 us-gaap:FairValueInputsLevel1Member agfy:CorporateBondsMember 2022-12-31 0001800637 us-gaap:FairValueInputsLevel2Member agfy:CorporateBondsMember 2022-12-31 0001800637 us-gaap:FairValueInputsLevel3Member agfy:CorporateBondsMember 2022-12-31 0001800637 agfy:CorporateBondsMember 2022-12-31 0001800637 us-gaap:FairValueInputsLevel1Member 2023-12-31 0001800637 us-gaap:FairValueInputsLevel2Member 2023-12-31 0001800637 us-gaap:FairValueInputsLevel3Member 2023-12-31 0001800637 us-gaap:FairValueInputsLevel1Member 2022-12-31 0001800637 us-gaap:FairValueInputsLevel2Member 2022-12-31 0001800637 us-gaap:FairValueInputsLevel3Member 2022-12-31 0001800637 us-gaap:FairValueInputsLevel1Member agfy:WarrantLiabilitiesJanuaryWarrantsMember 2023-12-31 0001800637 us-gaap:FairValueInputsLevel2Member agfy:WarrantLiabilitiesJanuaryWarrantsMember 2023-12-31 0001800637 us-gaap:FairValueInputsLevel3Member agfy:WarrantLiabilitiesJanuaryWarrantsMember 2023-12-31 0001800637 agfy:WarrantLiabilitiesJanuaryWarrantsMember 2023-12-31 0001800637 us-gaap:FairValueInputsLevel1Member agfy:WarrantLiabilitiesJanuaryWarrantsMember 2022-12-31 0001800637 us-gaap:FairValueInputsLevel2Member agfy:WarrantLiabilitiesJanuaryWarrantsMember 2022-12-31 0001800637 us-gaap:FairValueInputsLevel3Member agfy:WarrantLiabilitiesJanuaryWarrantsMember 2022-12-31 0001800637 agfy:WarrantLiabilitiesJanuaryWarrantsMember 2022-12-31 0001800637 us-gaap:FairValueInputsLevel1Member agfy:WarrantLiabilitiesMarchWarrantsMember 2023-12-31 0001800637 us-gaap:FairValueInputsLevel2Member agfy:WarrantLiabilitiesMarchWarrantsMember 2023-12-31 0001800637 us-gaap:FairValueInputsLevel3Member agfy:WarrantLiabilitiesMarchWarrantsMember 2023-12-31 0001800637 agfy:WarrantLiabilitiesMarchWarrantsMember 2023-12-31 0001800637 us-gaap:FairValueInputsLevel1Member agfy:WarrantLiabilitiesMarchWarrantsMember 2022-12-31 0001800637 us-gaap:FairValueInputsLevel2Member agfy:WarrantLiabilitiesMarchWarrantsMember 2022-12-31 0001800637 us-gaap:FairValueInputsLevel3Member agfy:WarrantLiabilitiesMarchWarrantsMember 2022-12-31 0001800637 agfy:WarrantLiabilitiesMarchWarrantsMember 2022-12-31 0001800637 us-gaap:FairValueInputsLevel1Member agfy:WarrantLiabilitiesAugustWarrantsMember 2023-12-31 0001800637 us-gaap:FairValueInputsLevel2Member agfy:WarrantLiabilitiesAugustWarrantsMember 2023-12-31 0001800637 us-gaap:FairValueInputsLevel3Member agfy:WarrantLiabilitiesAugustWarrantsMember 2023-12-31 0001800637 agfy:WarrantLiabilitiesAugustWarrantsMember 2023-12-31 0001800637 us-gaap:FairValueInputsLevel1Member agfy:WarrantLiabilitiesAugustWarrantsMember 2022-12-31 0001800637 us-gaap:FairValueInputsLevel2Member agfy:WarrantLiabilitiesAugustWarrantsMember 2022-12-31 0001800637 us-gaap:FairValueInputsLevel3Member agfy:WarrantLiabilitiesAugustWarrantsMember 2022-12-31 0001800637 agfy:WarrantLiabilitiesAugustWarrantsMember 2022-12-31 0001800637 us-gaap:FairValueInputsLevel1Member agfy:WarrantLiabilitiesDecemberWarrantsMember 2023-12-31 0001800637 us-gaap:FairValueInputsLevel2Member agfy:WarrantLiabilitiesDecemberWarrantsMember 2023-12-31 0001800637 us-gaap:FairValueInputsLevel3Member agfy:WarrantLiabilitiesDecemberWarrantsMember 2023-12-31 0001800637 agfy:WarrantLiabilitiesDecemberWarrantsMember 2023-12-31 0001800637 us-gaap:FairValueInputsLevel1Member agfy:WarrantLiabilitiesDecemberWarrantsMember 2022-12-31 0001800637 us-gaap:FairValueInputsLevel2Member agfy:WarrantLiabilitiesDecemberWarrantsMember 2022-12-31 0001800637 us-gaap:FairValueInputsLevel3Member agfy:WarrantLiabilitiesDecemberWarrantsMember 2022-12-31 0001800637 agfy:WarrantLiabilitiesDecemberWarrantsMember 2022-12-31 0001800637 agfy:January2022WarrantsMember 2023-12-31 0001800637 agfy:January2022WarrantsMember 2022-12-31 0001800637 agfy:January2022WarrantsMember 2023-01-01 2023-12-31 0001800637 agfy:January2022WarrantsMember 2022-01-01 2022-12-31 0001800637 agfy:March2022WarrantsMember 2023-12-31 0001800637 agfy:March2022WarrantsMember 2022-12-31 0001800637 agfy:March2022WarrantsMember 2023-01-01 2023-12-31 0001800637 agfy:March2022WarrantsMember 2022-01-01 2022-12-31 0001800637 agfy:August2022WarrantsMember 2023-12-31 0001800637 agfy:August2022WarrantsMember 2022-12-31 0001800637 agfy:August2022WarrantsMember 2023-01-01 2023-12-31 0001800637 agfy:August2022WarrantsMember 2022-01-01 2022-12-31 0001800637 agfy:December2022WarrantsMember 2023-12-31 0001800637 agfy:December2022WarrantsMember 2022-12-31 0001800637 agfy:December2022WarrantsMember 2023-01-01 2023-12-31 0001800637 agfy:December2022WarrantsMember 2022-01-01 2022-12-31 0001800637 agfy:January2022WarrantsMember us-gaap:FairValueInputsLevel3Member 2022-12-31 0001800637 agfy:January2022WarrantsMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0001800637 agfy:January2022WarrantsMember us-gaap:FairValueInputsLevel3Member 2023-01-01 2023-12-31 0001800637 agfy:January2022WarrantsMember us-gaap:FairValueInputsLevel3Member 2022-01-01 2022-12-31 0001800637 agfy:January2022WarrantsMember us-gaap:FairValueInputsLevel3Member 2023-12-31 0001800637 agfy:March2022WarrantsMember us-gaap:FairValueInputsLevel3Member 2022-12-31 0001800637 agfy:March2022WarrantsMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0001800637 agfy:March2022WarrantsMember us-gaap:FairValueInputsLevel3Member 2023-01-01 2023-12-31 0001800637 agfy:March2022WarrantsMember us-gaap:FairValueInputsLevel3Member 2022-01-01 2022-12-31 0001800637 agfy:March2022WarrantsMember us-gaap:FairValueInputsLevel3Member 2023-12-31 0001800637 agfy:August2022WarrantsMember us-gaap:FairValueInputsLevel3Member 2022-12-31 0001800637 agfy:August2022WarrantsMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0001800637 agfy:August2022WarrantsMember us-gaap:FairValueInputsLevel3Member 2023-01-01 2023-12-31 0001800637 agfy:August2022WarrantsMember us-gaap:FairValueInputsLevel3Member 2022-01-01 2022-12-31 0001800637 agfy:August2022WarrantsMember us-gaap:FairValueInputsLevel3Member 2023-12-31 0001800637 agfy:December2022WarrantsMember us-gaap:FairValueInputsLevel3Member 2022-12-31 0001800637 agfy:December2022WarrantsMember us-gaap:FairValueInputsLevel3Member 2021-12-31 0001800637 agfy:December2022WarrantsMember us-gaap:FairValueInputsLevel3Member 2023-01-01 2023-12-31 0001800637 agfy:December2022WarrantsMember us-gaap:FairValueInputsLevel3Member 2022-01-01 2022-12-31 0001800637 agfy:December2022WarrantsMember us-gaap:FairValueInputsLevel3Member 2023-12-31 0001800637 2022-01-01 2023-09-30 0001800637 agfy:BudMarysOngoingLitigationMember 2023-12-31 0001800637 agfy:Customer139Member 2023-12-31 0001800637 agfy:Customer139Member 2022-12-31 0001800637 agfy:Customer136Member 2023-12-31 0001800637 agfy:Customer136Member 2022-12-31 0001800637 agfy:Customer125Member 2023-12-31 0001800637 agfy:Customer125Member 2022-12-31 0001800637 agfy:Customer24096Member 2023-12-31 0001800637 agfy:Customer24096Member 2022-12-31 0001800637 agfy:CompanyCustomerNumber71NonTTKSolutionMember 2023-12-31 0001800637 agfy:CompanyCustomerNumber71NonTTKSolutionMember 2022-12-31 0001800637 agfy:TTKSolutionAllowanceForDoubtfulAccountsMember 2023-12-31 0001800637 agfy:TTKSolutionAllowanceForDoubtfulAccountsMember 2022-12-31 0001800637 us-gaap:TrademarksAndTradeNamesMember 2021-12-31 0001800637 us-gaap:TrademarksAndTradeNamesMember 2022-01-01 2022-12-31 0001800637 us-gaap:TrademarksAndTradeNamesMember 2022-12-31 0001800637 us-gaap:CustomerRelationshipsMember 2021-12-31 0001800637 us-gaap:CustomerRelationshipsMember 2022-01-01 2022-12-31 0001800637 us-gaap:CustomerRelationshipsMember 2022-12-31 0001800637 agfy:AcquiredDevelopedTechnologyMember 2021-12-31 0001800637 agfy:AcquiredDevelopedTechnologyMember 2022-01-01 2022-12-31 0001800637 agfy:AcquiredDevelopedTechnologyMember 2022-12-31 0001800637 agfy:NoncompeteMember 2021-12-31 0001800637 agfy:NoncompeteMember 2022-01-01 2022-12-31 0001800637 agfy:NoncompeteMember 2022-12-31 0001800637 agfy:CapitalizedWebsiteCostsMember 2021-12-31 0001800637 agfy:CapitalizedWebsiteCostsMember 2022-01-01 2022-12-31 0001800637 agfy:CapitalizedWebsiteCostsMember 2022-12-31 0001800637 agfy:AcquisitionOfLabSocietyMember 2023-01-01 2023-12-31 0001800637 agfy:AcquisitionOfLabSocietyMember us-gaap:CommonStockMember 2023-12-31 0001800637 agfy:HoldbackLabBuyerSharesMember 2023-12-31 0001800637 agfy:HoldbackLabBuyerSharesMember 2023-01-01 2023-09-30 0001800637 agfy:HoldbackLabBuyerSharesMember 2023-01-01 2023-12-31 0001800637 agfy:AcquisitionOfLabSocietyMember 2022-01-01 2022-12-31 0001800637 agfy:AcquisitionOfLabSocietyMember agfy:ProfessionalFeesMember 2023-01-01 2023-12-31 0001800637 agfy:AcquisitionOfLabSocietyMember agfy:ProfessionalFeesMember 2022-01-01 2022-12-31 0001800637 2022-02-01 2022-12-31 0001800637 agfy:InterestPurchaseMember 2023-12-31 0001800637 agfy:HoldbackBuyerSharesMember 2023-12-31 0001800637 2022-08-10 0001800637 agfy:AgreementMember 2022-08-10 0001800637 2023-08-17 0001800637 2023-08-17 2023-08-17 0001800637 agfy:AgreementMember 2023-08-17 0001800637 agfy:AcquisitionOfPurePressureMember 2023-12-31 0001800637 agfy:AcquisitionOfLabSocietyMember 2023-12-31 0001800637 agfy:AcquisitionOfPrecisionAndCascadeMember 2023-12-31 0001800637 agfy:AcquisitionOfPrecisionAndCascadeMember 2023-01-01 2023-12-31 0001800637 agfy:AcquisitionOfPurePressureMember 2023-01-01 2023-12-31 0001800637 agfy:AcquisitionOfLabSocietyMember us-gaap:TradeNamesMember 2023-12-31 0001800637 agfy:AcquisitionOfLabSocietyMember agfy:AcquiredDevelopedTechnologyMember 2023-12-31 0001800637 agfy:AcquisitionOfLabSocietyMember us-gaap:CustomerRelationshipsMember 2023-12-31 0001800637 agfy:AcquisitionOfLabSocietyMember agfy:TotalIdentifiedIntangibleAssetsMember 2023-12-31 0001800637 agfy:AcquisitionOfPrecisionAndCascadeMember us-gaap:TradeNamesMember 2023-12-31 0001800637 srt:MinimumMember agfy:AcquisitionOfPrecisionAndCascadeMember us-gaap:TradeNamesMember 2023-12-31 0001800637 srt:MaximumMember agfy:AcquisitionOfPrecisionAndCascadeMember us-gaap:TradeNamesMember 2023-12-31 0001800637 agfy:AcquisitionOfPrecisionAndCascadeMember agfy:AcquiredDevelopedTechnologyMember 2023-12-31 0001800637 agfy:AcquisitionOfPrecisionAndCascadeMember us-gaap:NoncompeteAgreementsMember 2023-12-31 0001800637 agfy:AcquisitionOfPrecisionAndCascadeMember us-gaap:CustomerRelationshipsMember 2023-12-31 0001800637 srt:MinimumMember agfy:AcquisitionOfPrecisionAndCascadeMember us-gaap:CustomerRelationshipsMember 2023-12-31 0001800637 srt:MaximumMember agfy:AcquisitionOfPrecisionAndCascadeMember us-gaap:CustomerRelationshipsMember 2023-12-31 0001800637 agfy:AcquisitionOfPrecisionAndCascadeMember agfy:TotalIdentifiedIntangibleAssetsMember 2023-12-31 0001800637 agfy:AcquisitionOfPurePressureMember us-gaap:TradeNamesMember 2023-12-31 0001800637 agfy:AcquisitionOfPurePressureMember agfy:AcquiredDevelopedTechnologyMember 2023-12-31 0001800637 agfy:AcquisitionOfPurePressureMember us-gaap:CustomerRelationshipsMember 2023-12-31 0001800637 agfy:AcquisitionOfPurePressureMember agfy:TotalIdentifiedIntangibleAssetsMember 2023-12-31 0001800637 2022-03-14 2022-03-14 0001800637 us-gaap:CommonStockMember 2022-03-14 2022-03-14 0001800637 2022-08-18 2022-08-18 0001800637 us-gaap:CommonStockMember 2022-08-18 2022-08-18 0001800637 agfy:SecuritiesExchangeAgreementMember 2022-08-18 0001800637 agfy:ExchangeNoteMember 2023-01-01 2023-12-31 0001800637 agfy:SecuritiesExchangeAgreementMember 2023-01-01 2023-12-31 0001800637 agfy:ModifiedWarrantSharesMember 2023-12-31 0001800637 agfy:NoteExchangeWarrantSharesMember 2023-12-31 0001800637 agfy:ATMProgramMember 2023-12-31 0001800637 agfy:InvestorsBeneficialOwnershipMember 2022-08-31 0001800637 agfy:InvestorsBeneficialMember 2022-08-31 2022-08-31 0001800637 agfy:IncreaseAboveMember 2022-08-31 2022-08-31 0001800637 2023-03-08 2023-03-08 0001800637 agfy:NoteAndExchangeMember 2023-03-08 2023-03-08 0001800637 agfy:HighTrailSpecialSituationsLLCMember 2023-03-08 2023-03-08 0001800637 2023-03-08 0001800637 us-gaap:DeferredLossOnEarlyExtinguishmentOfDebtMember 2023-01-01 2023-12-31 0001800637 agfy:ConvertibleNotesMember 2023-03-08 0001800637 agfy:ConvertibleNotesMember 2023-01-01 2023-12-31 0001800637 agfy:ConvertibleNotesMember 2023-08-19 2023-08-19 0001800637 agfy:ConvertibleNotesMember 2023-12-31 0001800637 agfy:ConversionRateMember 2023-01-01 2023-12-31 0001800637 agfy:OwnershipLimitationMember 2023-12-31 0001800637 2023-04-26 2023-04-26 0001800637 2023-05-01 2023-05-01 0001800637 agfy:LetterAgreementMember 2023-05-01 0001800637 2023-05-01 0001800637 us-gaap:CommonStockMember 2023-05-01 0001800637 agfy:LetterAgreementMember 2023-01-01 2023-12-31 0001800637 agfy:ConvertibleNotesMember 2023-11-30 0001800637 srt:ChiefExecutiveOfficerMember 2023-07-12 2023-07-12 0001800637 agfy:GICAcquisitionLLCMember 2023-07-12 2023-07-12 0001800637 2023-07-31 2023-07-31 0001800637 2023-08-06 2023-08-06 0001800637 us-gaap:RelatedPartyMember 2023-01-01 2023-12-31 0001800637 agfy:PPPLoanMember 2023-01-01 2023-12-31 0001800637 agfy:PPPLoanMember 2023-12-31 0001800637 agfy:PPPLoanMember 2022-06-23 2022-06-23 0001800637 agfy:ConvertibleNotesMember 2022-01-01 2022-12-31 0001800637 agfy:LeaseLiabilityMember 2023-01-01 2023-12-31 0001800637 agfy:LeaseLiabilityMember 2023-12-31 0001800637 agfy:LeaseLiabilityMember 2022-12-31 0001800637 agfy:OperatingLeasesMember 2023-12-31 0001800637 us-gaap:CommonStockMember 2022-07-11 0001800637 2022-07-11 0001800637 us-gaap:PreferredStockMember 2022-07-11 0001800637 us-gaap:ConvertiblePreferredStockMember 2020-01-09 2020-01-09 0001800637 us-gaap:SeriesAPreferredStockMember 2020-01-09 0001800637 2023-03-01 0001800637 us-gaap:CommonStockMember 2023-03-01 0001800637 us-gaap:PreferredStockMember 2023-03-01 0001800637 us-gaap:CommonStockMember us-gaap:PrivatePlacementMember 2022-01-25 2022-01-25 0001800637 us-gaap:PrivatePlacementMember 2022-01-25 2022-01-25 0001800637 us-gaap:CommonStockMember us-gaap:PrivatePlacementMember 2022-01-25 0001800637 us-gaap:PrivatePlacementMember 2023-01-01 2023-12-31 0001800637 us-gaap:CommonStockMember 2023-12-31 0001800637 us-gaap:PrivatePlacementMember 2023-12-31 0001800637 2021-10-01 2021-10-01 0001800637 us-gaap:CommonStockMember 2022-08-17 0001800637 2021-12-31 2021-12-31 0001800637 2022-02-01 2022-02-01 0001800637 us-gaap:CommonStockMember 2022-10-18 2022-10-18 0001800637 agfy:ATMProgramMember 2022-01-01 2022-12-31 0001800637 agfy:MarketingOfferingMember 2022-01-01 2022-12-31 0001800637 2022-12-16 2022-12-16 0001800637 us-gaap:WarrantMember 2022-12-16 0001800637 agfy:OfferingMember 2022-12-16 0001800637 agfy:PreFundedWarrantMember 2022-12-31 0001800637 agfy:PreFundedWarrantMember 2023-01-01 2023-12-31 0001800637 agfy:BlackScholesOptionMember 2023-01-01 2023-12-31 0001800637 agfy:BlackScholesOptionMember 2022-01-01 2022-12-31 0001800637 us-gaap:WarrantMember 2023-01-01 2023-12-31 0001800637 srt:ChiefExecutiveOfficerMember 2023-01-01 2023-12-31 0001800637 2023-10-31 0001800637 2023-10-01 2023-10-31 0001800637 2023-10-18 2023-10-18 0001800637 agfy:ConvertibleNotesMember 2023-10-27 0001800637 agfy:UnpaidInterestMember 2023-10-27 0001800637 agfy:UnpaidInterestMember 2023-10-27 2023-10-27 0001800637 agfy:ExchangeWarrantMember 2023-10-27 2023-10-27 0001800637 us-gaap:CommonStockMember 2023-10-27 2023-10-27 0001800637 2023-10-27 2023-10-27 0001800637 us-gaap:WarrantMember 2023-10-27 2023-10-27 0001800637 agfy:ConvertibleSecuritiesMember 2023-12-31 0001800637 2023-12-26 2023-12-26 0001800637 2023-07-01 2023-07-01 0001800637 agfy:TwoThousandTwentyTwoPlanMember 2022-04-29 0001800637 agfy:TwoThousandTwentyTwoPlanMember us-gaap:CommonStockMember 2022-04-29 0001800637 agfy:TwoThousandTwentyTwoPlanMember us-gaap:CommonStockMember 2023-12-31 0001800637 us-gaap:PhantomShareUnitsPSUsMember 2023-11-28 0001800637 us-gaap:RestrictedStockUnitsRSUMember 2023-12-31 0001800637 us-gaap:RestrictedStockUnitsRSUMember 2023-01-01 2023-12-31 0001800637 agfy:TwoThousandTwentyTwoEmployeeStockPurchasePlanMember 2022-04-29 0001800637 agfy:TwoThousandTwentyTwoEmployeeStockPurchasePlanMember 2023-12-31 0001800637 agfy:TwoThousandTwentyTwoEmployeeStockPurchasePlanMember 2023-01-01 2023-12-31 0001800637 2020-12-31 0001800637 2021-01-01 2022-12-31 0001800637 agfy:OptionsVestedAndExercisableMember agfy:ExercisePriceFourHundredAndFiftySixPointZeroZeroMember 2023-12-31 0001800637 agfy:OptionsVestedAndExercisableMember agfy:ExercisePriceFourHundredAndFiftySixPointZeroZeroMember 2023-01-01 2023-12-31 0001800637 agfy:OptionsVestedAndExercisableMember agfy:ExercisePriceNineHundredSeventyTwoPointZeroZeroMember 2023-12-31 0001800637 agfy:OptionsVestedAndExercisableMember agfy:ExercisePriceNineHundredSeventyTwoPointZeroZeroMember 2023-01-01 2023-12-31 0001800637 agfy:OptionsVestedAndExercisableMember agfy:ExercisePriceOneThousandFiveHundredThirtySixPointZeroZeroMember 2023-12-31 0001800637 agfy:OptionsVestedAndExercisableMember agfy:ExercisePriceOneThousandFiveHundredThirtySixPointZeroZeroMember 2023-01-01 2023-12-31 0001800637 agfy:OptionsVestedAndExercisableMember agfy:ExercisePriceOneThousandEightHundredFortyPointZeroZeroMember 2023-12-31 0001800637 agfy:OptionsVestedAndExercisableMember agfy:ExercisePriceOneThousandEightHundredFortyPointZeroZeroMember 2023-01-01 2023-12-31 0001800637 agfy:OptionsVestedAndExercisableMember agfy:ExercisePriceTwoThousandSevenHundredSixtyEghtPointZeroZeroMember 2023-12-31 0001800637 agfy:OptionsVestedAndExercisableMember agfy:ExercisePriceTwoThousandSevenHundredSixtyEghtPointZeroZeroMember 2023-01-01 2023-12-31 0001800637 agfy:OptionsVestedAndExpectedToVestMember agfy:ExercisePriceFourHundredAndFiftySixPointZeroZeroMember 2023-12-31 0001800637 agfy:OptionsVestedAndExpectedToVestMember agfy:ExercisePriceFourHundredAndFiftySixPointZeroZeroMember 2023-01-01 2023-12-31 0001800637 agfy:OptionsVestedAndExpectedToVestMember agfy:ExercisePriceNineHundredSeventyTwoPointZeroZeroMember 2023-12-31 0001800637 agfy:OptionsVestedAndExpectedToVestMember agfy:ExercisePriceNineHundredSeventyTwoPointZeroZeroMember 2023-01-01 2023-12-31 0001800637 agfy:OptionsVestedAndExpectedToVestMember agfy:ExercisePriceOneThousandFiveHundredThirtySixPointZeroZeroMember 2023-12-31 0001800637 agfy:OptionsVestedAndExpectedToVestMember agfy:ExercisePriceOneThousandFiveHundredThirtySixPointZeroZeroMember 2023-01-01 2023-12-31 0001800637 agfy:OptionsVestedAndExpectedToVestMember agfy:ExercisePriceOneThousandEightHundredFortyPointZeroZeroMember 2023-12-31 0001800637 agfy:OptionsVestedAndExpectedToVestMember agfy:ExercisePriceOneThousandEightHundredFortyPointZeroZeroMember 2023-01-01 2023-12-31 0001800637 agfy:OptionsVestedAndExpectedToVestMember agfy:ExercisePriceTwoThousandSevenHundredSixtyEghtPointZeroZeroMember 2023-12-31 0001800637 agfy:OptionsVestedAndExpectedToVestMember agfy:ExercisePriceTwoThousandSevenHundredSixtyEghtPointZeroZeroMember 2023-01-01 2023-12-31 0001800637 us-gaap:RestrictedStockUnitsRSUMember 2021-12-31 0001800637 us-gaap:RestrictedStockUnitsRSUMember 2022-01-01 2022-12-31 0001800637 us-gaap:RestrictedStockUnitsRSUMember 2022-12-31 0001800637 agfy:StockWarrantsMember 2023-01-01 2023-12-31 0001800637 agfy:StockWarrantsMember 2022-01-01 2022-12-31 0001800637 us-gaap:WarrantMember 2021-12-31 0001800637 agfy:WeightedAverageExercisePriceMember 2021-12-31 0001800637 us-gaap:WarrantMember 2022-01-01 2022-12-31 0001800637 agfy:WeightedAverageExercisePriceMember 2022-01-01 2022-12-31 0001800637 us-gaap:WarrantMember 2022-12-31 0001800637 agfy:WeightedAverageExercisePriceMember 2022-12-31 0001800637 us-gaap:WarrantMember 2023-01-01 2023-12-31 0001800637 agfy:WeightedAverageExercisePriceMember 2023-01-01 2023-12-31 0001800637 us-gaap:WarrantMember 2023-12-31 0001800637 agfy:WeightedAverageExercisePriceMember 2023-12-31 0001800637 us-gaap:DomesticCountryMember 2023-12-31 0001800637 us-gaap:StateAndLocalJurisdictionMember 2023-12-31 0001800637 2022-08-16 2022-08-16 0001800637 agfy:FederalIndefiniteMember 2023-12-31 0001800637 agfy:FederalMember 2023-12-31 0001800637 agfy:StateIndefiniteMember 2023-12-31 0001800637 agfy:StateMember 2023-12-31 0001800637 us-gaap:ForeignCountryMember 2023-12-31 0001800637 agfy:ForeignIndefiniteMember 2023-12-31 0001800637 agfy:ForeignMember 2023-12-31 0001800637 us-gaap:StockOptionMember 2023-01-01 2023-12-31 0001800637 us-gaap:StockOptionMember 2022-01-01 2022-12-31 0001800637 2022-09-15 0001800637 2023-02-22 2023-02-22 0001800637 2021-02-01 2021-02-28 0001800637 2022-02-01 2022-02-28 0001800637 agfy:MackMoldingCoMember 2021-02-01 2021-02-28 0001800637 agfy:VerticalFarmingUnitsMember 2022-10-11 0001800637 agfy:VerticalFarmingUnitsMember 2022-12-31 0001800637 agfy:MackMoldingCoMember 2023-11-01 2023-11-01 0001800637 agfy:MackMoldingCoMember 2024-02-15 2024-02-15 0001800637 2023-09-01 2023-09-30 0001800637 2022-06-01 2022-06-30 0001800637 agfy:BluezoneMember 2023-01-01 2023-12-31 0001800637 agfy:BluezoneMember 2022-01-01 2022-12-31 0001800637 agfy:CannaePolicyGroupMember 2023-01-01 2023-12-31 0001800637 agfy:CannaePolicyGroupMember 2022-01-01 2022-12-31 0001800637 agfy:ToplinePerformanceGroupMember 2023-01-01 2023-12-31 0001800637 agfy:ToplinePerformanceGroupMember 2022-01-01 2022-12-31 0001800637 agfy:NEIAMember 2023-01-01 2023-12-31 0001800637 agfy:NEIAMember 2022-01-01 2022-12-31 0001800637 agfy:GreenstoneHoldingsMember 2023-01-01 2023-12-31 0001800637 agfy:GreenstoneHoldingsMember 2022-01-01 2022-12-31 0001800637 agfy:ValiantAmericasLLCMember 2023-01-01 2023-12-31 0001800637 agfy:ValiantAmericasLLCMember 2022-01-01 2022-12-31 0001800637 agfy:BluezoneMember 2023-12-31 0001800637 agfy:BluezoneMember 2022-12-31 0001800637 agfy:ValiantAmericasLLCMember 2023-12-31 0001800637 agfy:ValiantAmericasLLCMember 2022-12-31 0001800637 agfy:ToplinePerformanceGroupMember 2023-12-31 0001800637 agfy:ToplinePerformanceGroupMember 2022-12-31 0001800637 us-gaap:CommonStockMember us-gaap:SubsequentEventMember 2024-01-08 0001800637 us-gaap:SubsequentEventMember 2024-01-25 2024-01-25 0001800637 agfy:MrChangMember us-gaap:SubsequentEventMember 2024-01-25 2024-01-25 0001800637 srt:MinimumMember agfy:December312025Member us-gaap:SubsequentEventMember 2024-01-25 2024-01-25 0001800637 srt:MaximumMember agfy:December312025Member us-gaap:SubsequentEventMember 2024-01-25 2024-01-25 0001800637 srt:MinimumMember us-gaap:SubsequentEventMember 2024-01-25 2024-01-25 0001800637 srt:MaximumMember us-gaap:SubsequentEventMember 2024-01-25 2024-01-25 0001800637 us-gaap:SubsequentEventMember 2024-01-25 0001800637 agfy:ExecutionMember us-gaap:SubsequentEventMember 2024-01-25 0001800637 agfy:ConversionMember us-gaap:SubsequentEventMember 2024-01-25 0001800637 agfy:SecuredPromissoryNoteMember us-gaap:SubsequentEventMember 2024-01-25 2024-01-25 0001800637 srt:ScenarioForecastMember 2024-03-05 2024-03-05 0001800637 srt:ScenarioForecastMember agfy:MinimumBidRequirementMember 2024-03-05 2024-03-05 0001800637 2023-11-28 2023-11-28 0001800637 us-gaap:SubsequentEventMember 2024-01-08 2024-01-08 0001800637 srt:ScenarioForecastMember 2024-02-27 2024-02-27 0001800637 srt:ScenarioForecastMember agfy:PreFundedWarrantMember 2024-02-27 2024-02-27 0001800637 srt:ScenarioForecastMember us-gaap:WarrantMember 2024-02-27 0001800637 srt:ScenarioForecastMember 2024-02-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

Biggest changeF-46 Yes Yes http://fasb.org/us-gaap/2024#PropertyPlantAndEquipmentUsefulLife http://fasb.org/us-gaap/2024#OperatingLeaseRightOfUseAsset http://fasb.org/us-gaap/2024#OperatingLeaseLiabilityCurrent http://fasb.org/us-gaap/2024#OperatingLeaseLiabilityNoncurrent 0001800637 false FY 0001800637 2024-01-01 2024-12-31 0001800637 2024-06-30 0001800637 2025-03-17 0001800637 2024-12-31 0001800637 2023-12-31 0001800637 us-gaap:RelatedPartyMember 2024-12-31 0001800637 us-gaap:RelatedPartyMember 2023-12-31 0001800637 us-gaap:PreferredClassAMember 2024-12-31 0001800637 us-gaap:PreferredClassAMember 2023-12-31 0001800637 us-gaap:PreferredStockMember 2024-12-31 0001800637 us-gaap:PreferredStockMember 2023-12-31 0001800637 2023-01-01 2023-12-31 0001800637 us-gaap:CommonStockMember 2022-12-31 0001800637 us-gaap:PreferredStockMember 2022-12-31 0001800637 agfy:PreferredAStockMember 2022-12-31 0001800637 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001800637 us-gaap:RetainedEarningsMember 2022-12-31 0001800637 us-gaap:ParentMember 2022-12-31 0001800637 us-gaap:NoncontrollingInterestMember 2022-12-31 0001800637 2022-12-31 0001800637 us-gaap:CommonStockMember 2023-01-01 2023-12-31 0001800637 us-gaap:PreferredStockMember 2023-01-01 2023-12-31 0001800637 agfy:PreferredAStockMember 2023-01-01 2023-12-31 0001800637 us-gaap:AdditionalPaidInCapitalMember 2023-01-01 2023-12-31 0001800637 us-gaap:RetainedEarningsMember 2023-01-01 2023-12-31 0001800637 us-gaap:ParentMember 2023-01-01 2023-12-31 0001800637 us-gaap:NoncontrollingInterestMember 2023-01-01 2023-12-31 0001800637 us-gaap:CommonStockMember 2023-12-31 0001800637 us-gaap:PreferredStockMember 2023-12-31 0001800637 agfy:PreferredAStockMember 2023-12-31 0001800637 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001800637 us-gaap:RetainedEarningsMember 2023-12-31 0001800637 us-gaap:ParentMember 2023-12-31 0001800637 us-gaap:NoncontrollingInterestMember 2023-12-31 0001800637 us-gaap:CommonStockMember 2024-01-01 2024-12-31 0001800637 us-gaap:PreferredStockMember 2024-01-01 2024-12-31 0001800637 agfy:PreferredAStockMember 2024-01-01 2024-12-31 0001800637 us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-12-31 0001800637 us-gaap:RetainedEarningsMember 2024-01-01 2024-12-31 0001800637 us-gaap:ParentMember 2024-01-01 2024-12-31 0001800637 us-gaap:NoncontrollingInterestMember 2024-01-01 2024-12-31 0001800637 us-gaap:CommonStockMember 2024-12-31 0001800637 us-gaap:PreferredStockMember 2024-12-31 0001800637 agfy:PreferredAStockMember 2024-12-31 0001800637 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0001800637 us-gaap:RetainedEarningsMember 2024-12-31 0001800637 us-gaap:ParentMember 2024-12-31 0001800637 us-gaap:NoncontrollingInterestMember 2024-12-31 0001800637 2024-10-01 2024-12-31 0001800637 2023-07-05 2023-07-05 0001800637 2024-10-08 2024-10-08 0001800637 2023-01-19 2023-01-19 0001800637 2023-01-19 0001800637 us-gaap:CommonStockMember 2023-01-19 0001800637 2023-03-30 2023-03-30 0001800637 2023-12-01 2023-12-01 0001800637 us-gaap:CommonStockMember 2024-03-05 0001800637 agfy:AgrifyBrandsLLCMember 2024-12-31 0001800637 agfy:CompanyCustomersNumberOneFiveZeroNineFiveMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2024-12-31 0001800637 agfy:CompanyCustomersNumberOneFiveZeroNineFiveMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2024-01-01 2024-12-31 0001800637 agfy:CompanyCustomersNumberOneFiveZeroNineFiveMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-12-31 0001800637 agfy:CompanyCustomersNumberOneFiveZeroNineFiveMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001800637 agfy:CompanyCustomersNumberOneZeroEightEightEightMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2024-12-31 0001800637 agfy:CompanyCustomersNumberOneZeroEightEightEightMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2024-01-01 2024-12-31 0001800637 agfy:CompanyCustomersNumberOneZeroEightEightEightMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-12-31 0001800637 agfy:CompanyCustomersNumberOneZeroEightEightEightMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001800637 agfy:CompanyCustomersNumberNineOneFourTwoMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2024-12-31 0001800637 agfy:CompanyCustomersNumberNineOneFourTwoMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2024-01-01 2024-12-31 0001800637 agfy:CompanyCustomersNumberNineOneFourTwoMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-12-31 0001800637 agfy:CompanyCustomersNumberNineOneFourTwoMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001800637 us-gaap:PropertyPlantAndEquipmentMember 2024-01-01 2024-12-31 0001800637 srt:MinimumMember us-gaap:ComputerEquipmentMember 2024-12-31 0001800637 srt:MaximumMember us-gaap:ComputerEquipmentMember 2024-12-31 0001800637 us-gaap:FurnitureAndFixturesMember 2024-12-31 0001800637 us-gaap:SoftwareAndSoftwareDevelopmentCostsMember 2024-12-31 0001800637 us-gaap:VehiclesMember 2024-12-31 0001800637 agfy:ResearchAndDevelopmentLaboratoryEquipmentMember 2024-12-31 0001800637 srt:MinimumMember us-gaap:MachineryAndEquipmentMember 2024-12-31 0001800637 srt:MaximumMember us-gaap:MachineryAndEquipmentMember 2024-12-31 0001800637 srt:MinimumMember agfy:TradeShowAssetsMember 2024-12-31 0001800637 srt:MaximumMember agfy:TradeShowAssetsMember 2024-12-31 0001800637 us-gaap:TransferredAtPointInTimeMember 2024-01-01 2024-12-31 0001800637 us-gaap:TransferredAtPointInTimeMember 2023-01-01 2023-12-31 0001800637 us-gaap:TransferredOverTimeMember 2024-01-01 2024-12-31 0001800637 us-gaap:TransferredOverTimeMember 2023-01-01 2023-12-31 0001800637 agfy:AncillaryProductsAndServicesMember 2024-01-01 2024-12-31 0001800637 agfy:AncillaryProductsAndServicesMember 2023-01-01 2023-12-31 0001800637 agfy:ExtractionSolutionsMember 2024-01-01 2024-12-31 0001800637 agfy:ExtractionSolutionsMember 2023-01-01 2023-12-31 0001800637 agfy:HempderivedBeveragesMember 2024-01-01 2024-12-31 0001800637 us-gaap:ResearchAndDevelopmentExpenseMember 2024-01-01 2024-12-31 0001800637 us-gaap:MachineryAndEquipmentMember 2024-12-31 0001800637 us-gaap:MachineryAndEquipmentMember 2023-12-31 0001800637 us-gaap:SoftwareDevelopmentMember 2024-12-31 0001800637 us-gaap:SoftwareDevelopmentMember 2023-12-31 0001800637 us-gaap:ComputerEquipmentMember 2024-12-31 0001800637 us-gaap:ComputerEquipmentMember 2023-12-31 0001800637 us-gaap:LeaseholdImprovementsMember 2024-12-31 0001800637 us-gaap:LeaseholdImprovementsMember 2023-12-31 0001800637 agfy:ResearchAndDevelopmentLaboratoryEquipmentMember 2023-12-31 0001800637 us-gaap:FurnitureAndFixturesMember 2023-12-31 0001800637 agfy:TradeShowAssetsMember 2024-12-31 0001800637 agfy:TradeShowAssetsMember 2023-12-31 0001800637 us-gaap:VehiclesMember 2023-12-31 0001800637 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001800637 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001800637 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001800637 us-gaap:MoneyMarketFundsMember us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001800637 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001800637 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001800637 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001800637 us-gaap:MoneyMarketFundsMember us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001800637 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001800637 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001800637 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001800637 us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001800637 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001800637 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001800637 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001800637 us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001800637 agfy:WarrantLiabilitiesJanuaryWarrantsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001800637 agfy:WarrantLiabilitiesJanuaryWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001800637 agfy:WarrantLiabilitiesJanuaryWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001800637 agfy:WarrantLiabilitiesJanuaryWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001800637 agfy:WarrantLiabilitiesJanuaryWarrantsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001800637 agfy:WarrantLiabilitiesJanuaryWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001800637 agfy:WarrantLiabilitiesJanuaryWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001800637 agfy:WarrantLiabilitiesJanuaryWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001800637 agfy:WarrantLiabilitiesMarchWarrantsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001800637 agfy:WarrantLiabilitiesMarchWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001800637 agfy:WarrantLiabilitiesMarchWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001800637 agfy:WarrantLiabilitiesMarchWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001800637 agfy:WarrantLiabilitiesMarchWarrantsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001800637 agfy:WarrantLiabilitiesMarchWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001800637 agfy:WarrantLiabilitiesMarchWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001800637 agfy:WarrantLiabilitiesMarchWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001800637 agfy:WarrantLiabilitiesAugustWarrantsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001800637 agfy:WarrantLiabilitiesAugustWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001800637 agfy:WarrantLiabilitiesAugustWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001800637 agfy:WarrantLiabilitiesAugustWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001800637 agfy:WarrantLiabilitiesAugustWarrantsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001800637 agfy:WarrantLiabilitiesAugustWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001800637 agfy:WarrantLiabilitiesAugustWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001800637 agfy:WarrantLiabilitiesAugustWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001800637 agfy:WarrantLiabilitiesDecemberWarrantsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001800637 agfy:WarrantLiabilitiesDecemberWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001800637 agfy:WarrantLiabilitiesDecemberWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001800637 agfy:WarrantLiabilitiesDecemberWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001800637 agfy:WarrantLiabilitiesDecemberWarrantsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001800637 agfy:WarrantLiabilitiesDecemberWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001800637 agfy:WarrantLiabilitiesDecemberWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001800637 agfy:WarrantLiabilitiesDecemberWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001800637 agfy:January2022WarrantsMember us-gaap:MeasurementInputSharePriceMember 2024-12-31 0001800637 agfy:March2022WarrantsMember us-gaap:MeasurementInputSharePriceMember 2024-12-31 0001800637 agfy:August2022WarrantsMember us-gaap:MeasurementInputSharePriceMember 2024-12-31 0001800637 agfy:December2022WarrantsMember us-gaap:MeasurementInputSharePriceMember 2024-12-31 0001800637 agfy:January2022WarrantsMember us-gaap:MeasurementInputExercisePriceMember 2024-12-31 0001800637 agfy:March2022WarrantsMember us-gaap:MeasurementInputExercisePriceMember 2024-12-31 0001800637 agfy:August2022WarrantsMember us-gaap:MeasurementInputExercisePriceMember 2024-12-31 0001800637 agfy:December2022WarrantsMember us-gaap:MeasurementInputExercisePriceMember 2024-12-31 0001800637 agfy:January2022WarrantsMember us-gaap:MeasurementInputExpectedTermMember 2024-12-31 0001800637 agfy:March2022WarrantsMember us-gaap:MeasurementInputExpectedTermMember 2024-12-31 0001800637 agfy:August2022WarrantsMember us-gaap:MeasurementInputExpectedTermMember 2024-12-31 0001800637 agfy:December2022WarrantsMember us-gaap:MeasurementInputExpectedTermMember 2024-12-31 0001800637 agfy:January2022WarrantsMember us-gaap:MeasurementInputOptionVolatilityMember 2024-12-31 0001800637 agfy:March2022WarrantsMember us-gaap:MeasurementInputOptionVolatilityMember 2024-12-31 0001800637 agfy:August2022WarrantsMember us-gaap:MeasurementInputOptionVolatilityMember 2024-12-31 0001800637 agfy:December2022WarrantsMember us-gaap:MeasurementInputOptionVolatilityMember 2024-12-31 0001800637 agfy:January2022WarrantsMember us-gaap:MeasurementInputDiscountRateMember 2024-12-31 0001800637 agfy:March2022WarrantsMember us-gaap:MeasurementInputDiscountRateMember 2024-12-31 0001800637 agfy:August2022WarrantsMember us-gaap:MeasurementInputDiscountRateMember 2024-12-31 0001800637 agfy:December2022WarrantsMember us-gaap:MeasurementInputDiscountRateMember 2024-12-31 0001800637 agfy:January2022WarrantsMember us-gaap:MeasurementInputSharePriceMember 2023-12-31 0001800637 agfy:March2022WarrantsMember us-gaap:MeasurementInputSharePriceMember 2023-12-31 0001800637 agfy:August2022WarrantsMember us-gaap:MeasurementInputSharePriceMember 2023-12-31 0001800637 agfy:December2022WarrantsMember us-gaap:MeasurementInputSharePriceMember 2023-12-31 0001800637 agfy:January2022WarrantsMember us-gaap:MeasurementInputExercisePriceMember 2023-12-31 0001800637 agfy:March2022WarrantsMember us-gaap:MeasurementInputExercisePriceMember 2023-12-31 0001800637 agfy:August2022WarrantsMember us-gaap:MeasurementInputExercisePriceMember 2023-12-31 0001800637 agfy:December2022WarrantsMember us-gaap:MeasurementInputExercisePriceMember 2023-12-31 0001800637 agfy:January2022WarrantsMember us-gaap:MeasurementInputExpectedTermMember 2023-12-31 0001800637 agfy:March2022WarrantsMember us-gaap:MeasurementInputExpectedTermMember 2023-12-31 0001800637 agfy:August2022WarrantsMember us-gaap:MeasurementInputExpectedTermMember 2023-12-31 0001800637 agfy:December2022WarrantsMember us-gaap:MeasurementInputExpectedTermMember 2023-12-31 0001800637 agfy:January2022WarrantsMember us-gaap:MeasurementInputOptionVolatilityMember 2023-12-31 0001800637 agfy:March2022WarrantsMember us-gaap:MeasurementInputOptionVolatilityMember 2023-12-31 0001800637 agfy:August2022WarrantsMember us-gaap:MeasurementInputOptionVolatilityMember 2023-12-31 0001800637 agfy:December2022WarrantsMember us-gaap:MeasurementInputOptionVolatilityMember 2023-12-31 0001800637 agfy:January2022WarrantsMember us-gaap:MeasurementInputDiscountRateMember 2023-12-31 0001800637 agfy:March2022WarrantsMember us-gaap:MeasurementInputDiscountRateMember 2023-12-31 0001800637 agfy:August2022WarrantsMember us-gaap:MeasurementInputDiscountRateMember 2023-12-31 0001800637 agfy:December2022WarrantsMember us-gaap:MeasurementInputDiscountRateMember 2023-12-31 0001800637 agfy:January2022WarrantsMember us-gaap:FairValueInputsLevel3Member 2023-12-31 0001800637 agfy:January2022WarrantsMember us-gaap:FairValueInputsLevel3Member 2023-10-31 0001800637 agfy:January2022WarrantsMember us-gaap:FairValueInputsLevel3Member 2024-01-01 2024-03-03 0001800637 agfy:January2022WarrantsMember us-gaap:FairValueInputsLevel3Member 2023-11-01 2023-12-31 0001800637 agfy:January2022WarrantsMember us-gaap:FairValueInputsLevel3Member 2024-03-03 0001800637 agfy:CultivationBusinessDiscontinuedOperationsMember 2024-12-31 0001800637 us-gaap:DiscontinuedOperationsDisposedOfBySaleMember 2024-01-01 2024-12-31 0001800637 agfy:CultivationBusinessDiscontinuedOperationsMember 2024-01-01 2024-12-31 0001800637 agfy:CultivationBusinessMember 2024-12-31 0001800637 agfy:CultivationBusinessMember 2023-12-31 0001800637 agfy:CultivationBusinessMember 2024-01-01 2024-12-31 0001800637 agfy:CultivationBusinessMember 2023-01-01 2023-12-31 0001800637 us-gaap:SegmentDiscontinuedOperationsMember agfy:CultivationBusinessMember 2024-01-01 2024-12-31 0001800637 us-gaap:SegmentDiscontinuedOperationsMember agfy:CultivationBusinessMember 2023-01-01 2023-12-31 0001800637 us-gaap:SegmentDiscontinuedOperationsMember agfy:CultivationBusinessMember 2024-12-31 0001800637 us-gaap:SegmentDiscontinuedOperationsMember agfy:CultivationBusinessMember 2023-12-31 0001800637 us-gaap:CommonStockMember 2024-12-01 2024-12-12 0001800637 agfy:PreFundedWarrantsMember 2024-12-12 0001800637 us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember 2024-12-01 2024-12-12 0001800637 2024-12-12 0001800637 us-gaap:TradeNamesMember 2024-12-31 0001800637 us-gaap:CustomerRelationshipsMember 2024-12-31 0001800637 us-gaap:SeriesOfIndividuallyImmaterialAssetAcquisitionsMember 2024-01-01 2024-12-31 0001800637 agfy:AcquisitionOfLabSocietyMember us-gaap:TradeNamesMember 2024-01-01 2024-12-31 0001800637 agfy:AcquisitionOfLabSocietyMember us-gaap:CustomerRelationshipsMember 2024-01-01 2024-12-31 0001800637 agfy:AcquisitionOfLabSocietyMember us-gaap:DepositsMember 2024-01-01 2024-12-31 0001800637 agfy:AcquisitionOfLabSocietyMember agfy:InventoryMember 2024-01-01 2024-12-31 0001800637 agfy:AcquisitionOfLabSocietyMember us-gaap:GoodwillMember 2024-01-01 2024-12-31 0001800637 agfy:AcquisitionOfLabSocietyMember 2024-01-01 2024-12-31 0001800637 agfy:ExchangeNoteMember 2022-08-18 0001800637 agfy:HighTrailSpecialSituationsLLCMember 2022-08-18 2022-08-18 0001800637 agfy:OriginalLenderMember 2022-08-18 0001800637 2023-03-08 0001800637 agfy:SecuritiesExchangeAgreementMember 2023-03-08 0001800637 us-gaap:ConvertibleNotesPayableMember 2023-03-08 2023-03-08 0001800637 us-gaap:ConvertibleNotesPayableMember 2024-04-01 0001800637 us-gaap:ConvertibleNotesPayableMember 2024-12-31 0001800637 agfy:ConvertibleNotesMember 2024-12-31 0001800637 agfy:ConvertibleNotesMember 2024-01-01 2024-12-31 0001800637 agfy:OriginalLenderMember us-gaap:CommonStockMember 2024-12-31 0001800637 agfy:OwnershipLimitationMember 2024-12-31 0001800637 agfy:ConvertibleNotesMember 2023-04-26 0001800637 2023-04-26 2023-04-26 0001800637 agfy:LetterAgreementMember 2023-05-01 0001800637 2023-05-01 2023-05-01 0001800637 agfy:BeneficialOwnershipLimitationMember 2023-05-01 0001800637 agfy:BeneficialOwnershipLimitationOneMember 2023-05-01 0001800637 us-gaap:CommonStockMember 2023-05-01 2023-05-01 0001800637 agfy:LetterAgreementMember 2023-05-01 2023-05-01 0001800637 agfy:CPAcquisitionsJuniorSecuredNoteMember 2023-10-27 0001800637 agfy:CPAcquisitionsJuniorSecuredNoteMember 2023-10-27 2023-10-27 0001800637 agfy:CPAcquisitionsJuniorSecuredNoteMember 2023-12-04 2023-12-04 0001800637 agfy:ConvertibleNotesMember 2023-11-30 0001800637 2024-01-25 0001800637 2024-01-25 2024-01-25 0001800637 agfy:ConsolidatedCPAcquisitionsNoteMember 2024-01-25 2024-01-25 0001800637 agfy:ConsolidatedCPAcquisitionsNoteMember 2024-12-31 0001800637 agfy:ConsolidatedCPAcquisitionsNoteMember 2024-01-01 2024-12-31 0001800637 srt:ChiefExecutiveOfficerMember 2023-07-12 2023-07-12 0001800637 agfy:GICAcquisitionLLCMember 2023-07-12 2023-07-12 0001800637 2023-07-31 2023-07-31 0001800637 2023-08-06 2023-08-06 0001800637 agfy:RelatedPartyDebtMember 2024-05-21 0001800637 agfy:RelatedPartyDebtMember 2024-01-01 2024-12-31 0001800637 agfy:CPWarrantConversionMember 2024-01-01 2024-12-31 0001800637 agfy:GICNoteMember 2024-05-21 0001800637 agfy:GICNoteMember 2024-12-31 0001800637 agfy:GICNoteMember 2024-01-01 2024-12-31 0001800637 agfy:CPAcquisitionsJuniorSecuredNoteMember 2024-08-14 0001800637 2024-08-14 2024-08-14 0001800637 us-gaap:WarrantMember 2024-08-14 0001800637 agfy:CPAcquisitionsPromissoryNoteMember 2024-08-14 0001800637 2024-11-05 2024-11-05 0001800637 agfy:IssuanceOfConvertibleNoteBoardAndManagementChangesMember agfy:CPAcquisitionsAndMackMember 2024-11-05 2024-11-05 0001800637 agfy:CPAcquisitionsAndMackMember 2024-11-05 2024-11-05 0001800637 agfy:GreenThumbNoteMember 2024-12-31 0001800637 agfy:GreenThumbNoteMember 2024-12-31 0001800637 agfy:GreenThumbNoteMember 2024-01-01 2024-12-31 0001800637 us-gaap:DebtMember us-gaap:RelatedPartyMember 2024-12-31 0001800637 us-gaap:DebtMember us-gaap:RelatedPartyMember 2023-12-31 0001800637 us-gaap:DebtMember us-gaap:ShortTermDebtMember 2024-12-31 0001800637 us-gaap:DebtMember us-gaap:ShortTermDebtMember 2023-12-31 0001800637 us-gaap:LongTermDebtMember us-gaap:DebtMember 2024-12-31 0001800637 us-gaap:LongTermDebtMember us-gaap:DebtMember 2023-12-31 0001800637 srt:MinimumMember 2024-12-31 0001800637 srt:MaximumMember 2024-12-31 0001800637 agfy:RightofUseAssetMember 2024-01-01 2024-12-31 0001800637 us-gaap:CommonStockMember us-gaap:PrivatePlacementMember 2024-02-27 2024-02-27 0001800637 agfy:PreFundedWarrantsMember us-gaap:CommonStockMember 2024-02-27 0001800637 us-gaap:CommonStockMember us-gaap:PrivatePlacementMember 2024-02-27 0001800637 2024-02-27 2024-02-27 0001800637 us-gaap:PrivatePlacementMember 2024-02-27 0001800637 agfy:AlexanderCapitalMember 2024-12-31 0001800637 agfy:AlexanderCapitalMember 2024-01-01 2024-12-31 0001800637 2024-08-28 2024-08-28 0001800637 srt:MinimumMember 2024-01-01 2024-12-31 0001800637 srt:MaximumMember 2024-01-01 2024-12-31 0001800637 us-gaap:CommonStockMember 2024-01-01 2024-12-31 0001800637 agfy:NasdaqCapitalMarketMember 2024-01-01 2024-12-31 0001800637 agfy:CommonStockToIonicMember us-gaap:CommonStockMember 2024-11-05 0001800637 us-gaap:RelatedPartyMember 2024-05-21 2024-05-21 0001800637 agfy:PrefundedWarrantsMember us-gaap:RelatedPartyMember 2024-05-21 2024-05-21 0001800637 us-gaap:RelatedPartyMember 2024-05-21 0001800637 agfy:PrefundedWarrantsMember 2024-05-21 0001800637 agfy:PrefundedWarrantsMember us-gaap:RelatedPartyMember 2024-05-21 0001800637 agfy:PrefundedWarrantsMember 2024-06-30 0001800637 us-gaap:RelatedPartyMember 2024-06-30 2024-06-30 0001800637 agfy:PrefundedWarrantsMember 2024-06-30 2024-06-30 0001800637 2024-08-12 2024-08-12 0001800637 us-gaap:WarrantMember us-gaap:CommonStockMember 2024-08-28 0001800637 2024-08-28 0001800637 agfy:CPAcquisitionsMember 2024-08-28 2024-08-28 0001800637 agfy:GICAcquisitionMember 2024-08-28 2024-08-28 0001800637 agfy:RaymondChangAndITsengJennyChanMember 2024-08-30 0001800637 us-gaap:WarrantMember 2024-09-01 2024-09-27 0001800637 2024-09-27 0001800637 agfy:PurchaseAgreementsMember agfy:PrefundedWarrantsMember 2024-11-20 0001800637 2024-11-20 0001800637 us-gaap:WarrantMember 2024-11-20 0001800637 agfy:PrefundedWarrantsMember us-gaap:CommonStockMember 2024-11-20 0001800637 srt:ChiefExecutiveOfficerMember us-gaap:PrivatePlacementMember 2024-01-01 2024-12-31 0001800637 us-gaap:PrivatePlacementMember 2024-12-31 0001800637 us-gaap:PrivatePlacementMember 2024-01-01 2024-12-31 0001800637 agfy:MackMoldingCoMember 2023-10-31 0001800637 us-gaap:WarrantMember agfy:MackWarrantsMember 2023-10-31 0001800637 2023-10-18 2023-10-18 0001800637 agfy:TwoThousandTwentyTwoPlanMember 2024-01-08 0001800637 srt:DirectorMember agfy:TwoThousandTwentyTwoPlanMember 2024-01-08 0001800637 agfy:TwoThousandTwentyTwoPlanMember us-gaap:CommonStockMember 2024-12-31 0001800637 agfy:ContinuingOperationsMember 2024-01-01 2024-12-31 0001800637 agfy:ContinuingOperationsMember 2023-01-01 2023-12-31 0001800637 agfy:DiscontinuedOperationsMember 2024-01-01 2024-12-31 0001800637 agfy:DiscontinuedOperationsMember 2023-01-01 2023-12-31 0001800637 agfy:StockOptionsMember 2024-12-31 0001800637 agfy:StockOptionsMember 2023-12-31 0001800637 agfy:StockOptionsMember 2024-12-31 0001800637 agfy:OptionsOneMember 2024-12-31 0001800637 agfy:OptionTwoMember 2024-12-31 0001800637 us-gaap:EmployeeStockOptionMember 2024-12-31 0001800637 us-gaap:EmployeeStockOptionMember 2024-01-01 2024-12-31 0001800637 us-gaap:RestrictedStockUnitsRSUMember 2024-12-31 0001800637 us-gaap:RestrictedStockUnitsRSUMember 2024-01-01 2024-12-31 0001800637 agfy:EmployeeStockPurchasePlanMember us-gaap:CommonStockMember 2024-12-31 0001800637 agfy:EmployeeStockPurchasePlanMember us-gaap:CommonStockMember 2023-12-31 0001800637 agfy:OptionsVestedAndExercisableMember agfy:ExercisePriceFourteenThousandFiveHundredEightyPointZeroZeroMember 2024-12-31 0001800637 agfy:OptionsVestedAndExercisableMember agfy:ExercisePriceFourteenThousandFiveHundredEightyPointZeroZeroMember 2024-01-01 2024-12-31 0001800637 agfy:OptionsVestedAndExercisableMember agfy:ExercisePriceSixThousandEightHundredFortyPointZeroZeroMember 2024-12-31 0001800637 agfy:OptionsVestedAndExercisableMember agfy:ExercisePriceSixThousandEightHundredFortyPointZeroZeroMember 2024-01-01 2024-12-31 0001800637 agfy:OptionsVestedAndExercisableMember agfy:ExercisePriceFortyOneThousandFiveHundredTwentyPointZeroZeroMember 2024-12-31 0001800637 agfy:OptionsVestedAndExercisableMember agfy:ExercisePriceFortyOneThousandFiveHundredTwentyPointZeroZeroMember 2024-01-01 2024-12-31 0001800637 agfy:OptionsVestedAndExercisableMember agfy:ExercisePriceFortyThreeThousandFourHundredSeventyPointZeroZeroMember 2024-12-31 0001800637 agfy:OptionsVestedAndExercisableMember agfy:ExercisePriceFortyThreeThousandFourHundredSeventyPointZeroZeroMember 2024-01-01 2024-12-31 0001800637 agfy:OptionsVestedAndExpectedToVestMember agfy:ExercisePriceFourteenThousandFiveHundredEightyPointZeroZeroMember 2024-12-31 0001800637 agfy:OptionsVestedAndExpectedToVestMember agfy:ExercisePriceFourteenThousandFiveHundredEightyPointZeroZeroMember 2024-01-01 2024-12-31 0001800637 agfy:OptionsVestedAndExpectedToVestMember agfy:ExercisePriceSixThousandEightHundredFortyPointZeroZeroMember 2024-12-31 0001800637 agfy:OptionsVestedAndExpectedToVestMember agfy:ExercisePriceSixThousandEightHundredFortyPointZeroZeroMember 2024-01-01 2024-12-31 0001800637 agfy:OptionsVestedAndExpectedToVestMember agfy:ExercisePriceFortyOneThousandFiveHundredTwentyPointZeroZeroMember 2024-12-31 0001800637 agfy:OptionsVestedAndExpectedToVestMember agfy:ExercisePriceFortyOneThousandFiveHundredTwentyPointZeroZeroMember 2024-01-01 2024-12-31 0001800637 agfy:OptionsVestedAndExpectedToVestMember agfy:ExercisePriceFortyThreeThousandFourHundredSeventyPointZeroZeroMember 2024-12-31 0001800637 agfy:OptionsVestedAndExpectedToVestMember agfy:ExercisePriceFortyThreeThousandFourHundredSeventyPointZeroZeroMember 2024-01-01 2024-12-31 0001800637 us-gaap:RestrictedStockUnitsRSUMember 2022-12-31 0001800637 us-gaap:RestrictedStockUnitsRSUMember 2023-01-01 2023-12-31 0001800637 us-gaap:RestrictedStockUnitsRSUMember 2023-12-31 0001800637 agfy:PlacementAgentWarrantsMember 2024-01-01 2024-12-31 0001800637 agfy:PreFundedWarrantsMember 2024-01-01 2024-12-31 0001800637 us-gaap:WarrantMember 2022-12-31 0001800637 us-gaap:WarrantMember 2023-01-01 2023-12-31 0001800637 us-gaap:WarrantMember 2023-12-31 0001800637 us-gaap:WarrantMember 2024-01-01 2024-12-31 0001800637 us-gaap:WarrantMember 2024-12-31 0001800637 us-gaap:DomesticCountryMember 2024-12-31 0001800637 us-gaap:StateAndLocalJurisdictionMember 2024-12-31 0001800637 us-gaap:DomesticCountryMember 2023-12-31 0001800637 agfy:FederalIndefiniteMember 2024-12-31 0001800637 agfy:FederalIndefiniteMember 2023-12-31 0001800637 agfy:FederalMember 2024-12-31 0001800637 agfy:FederalMember 2023-12-31 0001800637 us-gaap:StateAndLocalJurisdictionMember 2023-12-31 0001800637 agfy:StateIndefiniteMember 2024-12-31 0001800637 agfy:StateIndefiniteMember 2023-12-31 0001800637 agfy:StateMember 2024-12-31 0001800637 agfy:StateMember 2023-12-31 0001800637 us-gaap:ForeignCountryMember 2024-12-31 0001800637 us-gaap:ForeignCountryMember 2023-12-31 0001800637 agfy:ForeignIndefiniteMember 2024-12-31 0001800637 agfy:ForeignIndefiniteMember 2023-12-31 0001800637 agfy:ForeignMember 2024-12-31 0001800637 agfy:ForeignMember 2023-12-31 0001800637 us-gaap:StockOptionMember 2024-01-01 2024-12-31 0001800637 us-gaap:StockOptionMember 2023-01-01 2023-12-31 0001800637 us-gaap:RestrictedStockUnitsRSUMember 2024-01-01 2024-12-31 0001800637 us-gaap:RestrictedStockUnitsRSUMember 2023-01-01 2023-12-31 0001800637 us-gaap:WarrantMember 2024-01-01 2024-12-31 0001800637 us-gaap:WarrantMember 2023-01-01 2023-12-31 0001800637 2022-09-30 0001800637 agfy:BudMarysLitigationMember 2024-12-31 0001800637 agfy:BudMarysLitigationMember us-gaap:SubsequentEventMember 2025-01-31 0001800637 2023-02-22 2023-02-22 0001800637 2023-02-22 0001800637 agfy:BowdoinConstructionCorpLitigationMember 2023-02-22 0001800637 agfy:HannonElectricIncMember 2023-02-22 0001800637 agfy:ElectricSupplyCenterCorpMember 2023-02-22 0001800637 agfy:BowdoinConstructionCorpLitigationMember 2023-02-22 2023-02-22 0001800637 agfy:ValiantGroupLLCMember us-gaap:SubsequentEventMember 2025-01-31 0001800637 2021-02-28 2021-02-28 0001800637 2022-02-28 2022-02-28 0001800637 agfy:MackMoldingCoMember 2021-02-28 2021-02-28 0001800637 agfy:VerticalFarmingUnitsMember 2022-10-11 0001800637 agfy:VerticalFarmingUnitsMember 2022-12-31 0001800637 srt:MaximumMember 2024-02-29 2024-02-29 0001800637 srt:MinimumMember 2024-02-29 2024-02-29 0001800637 us-gaap:WarrantMember 2024-02-29 0001800637 agfy:VerticalFarmingUnitsMember 2024-02-29 0001800637 2024-10-31 2024-10-31 0001800637 2024-12-31 2024-12-31 0001800637 agfy:McCutchanIncMember 2024-01-01 2024-12-31 0001800637 agfy:BowdoinConstructionCorpLitigationMember us-gaap:SubsequentEventMember 2025-01-31 0001800637 agfy:ValiantGroupLLCMember 2024-01-01 2024-12-31 0001800637 agfy:HannahProjectMember 2024-01-01 2024-12-31 0001800637 agfy:McCutchanIncMember us-gaap:SubsequentEventMember 2025-01-31 0001800637 agfy:ValiantGroupLLCMember 2023-09-30 2023-09-30 0001800637 2023-09-30 2023-09-30 0001800637 2024-01-01 2024-01-31 0001800637 2024-04-25 2024-04-25 0001800637 agfy:MackMoldingCoMember 2024-08-30 2024-08-30 0001800637 agfy:MackMoldingCoMember 2024-01-01 2024-12-31 0001800637 us-gaap:RelatedPartyMember 2024-01-01 2024-12-31 0001800637 agfy:NetPurchasingSalesActivityMember 2024-01-01 2024-12-31 0001800637 agfy:NetPurchasingSalesActivityMember 2023-01-01 2023-12-31 0001800637 us-gaap:RelatedPartyMember 2024-01-01 2024-12-31 0001800637 us-gaap:RelatedPartyMember 2023-01-01 2023-12-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares agfy:Days xbrli:pure

The provision for income taxes represents Federal and state and local income taxes. The effective rate differs from statutory rates due to the effect of certain nondeductible expenses.

The provision for income taxes represents Federal, state and local income taxes. The effective rate differs from statutory rates due to the effect of certain nondeductible expenses.

Due to the slowdown in the demand for the VFUs and the lack of a demand forecast that the Company could provide to the vendor, Mack exercised the right to invoice the Company for the slow-moving inventory.

Due to a slowdown in the demand for the VFUs and the lack of a demand forecast that the Company could provide to the vendor, Mack exercised the right to invoice the Company for the slow-moving inventory.

On October 17, 2023, the Company received a Staff Delisting Determination (the “Staff Determination”) from the Listing Qualifications Department of Nasdaq notifying the Company that it was not in compliance with Nasdaq’s continued listing requirements under the Listing Rule as a result of its failure to file the First Quarter Form 10-Q, the Second Quarter Form 10-Q and the Form 10-K (collectively, the “Delinquent Reports”) in a timely manner.

On October 17, 2023, the Company received a Staff Delisting Determination (the “Staff Determination”) from the Listing Qualifications Department of Nasdaq notifying the Company that it was not in compliance with Nasdaq’s continued listing requirements under the Listing Rule as a result of its failure to file the First Quarter Form 10-Q, the Second Quarter Form 10-Q and the Form 10-K for 2023 (collectively, the “Delinquent Reports”) in a timely manner.

Concentration of Credit Risk and Significant Customer Financial instruments that potentially subject the Company to a concentration of credit risk primarily consist of cash, cash equivalents, restricted cash, marketable securities, and accounts receivable. Cash equivalents primarily consist of money market funds with original maturities of three months or less, which are invested primarily with U.S. financial institutions.

Concentration of Credit Risk and Significant Customer Financial instruments that potentially subject the Company to a concentration of credit risk primarily consist of cash, cash equivalents, marketable securities, and accounts receivable. Cash equivalents primarily consist of money market funds with original maturities of three months or less, which are invested primarily with U.S. financial institutions.

Accounts and loans receivable balances are written off after all means of collection are exhausted and the potential for non-recovery is determined to be probable. Adjustments to the allowance for credit losses are recorded as general and administrative expenses in the consolidated statements of operations.

Accounts receivable balances are written off after all means of collection are exhausted and the potential for non-recovery is determined to be probable. Adjustments to the allowance for credit losses are recorded as general and administrative expenses in the consolidated statements of operations.

Factors that could lead to a future impairment include material uncertainties such as a significant reduction in projected revenues, a deterioration of projected financial performance, future acquisitions and/or mergers, and/or a decline in the Company’s market value as a result of a significant decline in the Company’s stock price.

If an event of default under the Convertible Note occurs, the Lender can elect to redeem the Convertible Note for cash equal to (A) 115% of the then-outstanding principal amount of the Convertible Note (or such lesser principal amount accelerated by the Investor), plus accrued and unpaid interest, including default interest, which accrues at a rate per annum equal to 15% from the date of a default or event of default, or, only in connection with certain events of default, (B) the greater of the amount under clause (A) or the sum of (i) 115% of the product of (a) the conversion rate in effect as of the trading day immediately preceding the date that the Lender delivers a notice of acceleration; (b) the total then outstanding principal amount under the Convertible Note (in thousands); and (c) the greater of (1) the highest daily volume weighted average price (“VWAP”) per share of Common Stock occurring during the fifteen consecutive trading days ending on, and including, the trading day immediately before the date the Lender delivers such notice and (2) the highest daily VWAP per share of Common Stock occurring during the fifteen consecutive trading days ending on, and including, the trading immediately before the date the applicable event of default occurred and (ii) the accrued and unpaid interest on the Convertible Note.

If an event of default under the Convertible Note occurred, the Original Lender can elect to redeem the Convertible Note for cash equal to (A) 115% of the then-outstanding principal amount of the Convertible Note (or such lesser principal amount accelerated by the Original Lender), plus accrued and unpaid interest, including default interest, which accrues at a rate per annum equal to 15% from the date of a default or event of default, or, only in connection with certain events of default, (B) the greater of the amount under clause (A) or the sum of (i) 115% of the product of (a) the conversion rate in effect as of the trading day immediately preceding the date that the Original Lender delivers a notice of acceleration; (b) the total then outstanding principal amount under the Convertible Note (in thousands); and (c) the greater of (1) the highest daily volume weighted average price (“VWAP”) per share of Common Stock occurring during the fifteen consecutive trading days ending on, and including, the trading day immediately before the date the Original Lender delivers such notice and (2) the highest daily VWAP per share of Common Stock occurring during the fifteen consecutive trading days ending on, and including, the trading immediately before the date the applicable event of default occurred and (ii) the accrued and unpaid interest on the Convertible Note.

For tax positions considered effectively settled, the Company recognizes the full amount of the tax benefit. The Company’s quarterly provision for income taxes is measured using an annual effective tax rate, adjusted for discrete items within the period presented.

For tax positions considered effectively settled, the Company recognizes the full amount of the tax benefit. The Company’s provision for income taxes is measured using an annual effective tax rate, adjusted for discrete items within the period presented.

Depreciation and amortization expenses are recognized using the straight-line method over the estimated useful life of each asset, as follows: Estimated Useful Life (Years) Computer and office equipment 2 to 3 Furniture and fixtures 2 Software 3 Vehicles 5 Research and development of laboratory equipment 5 Machinery and equipment 3 to 5 Leased equipment 5 to 13 Trade show assets 3 to 5 Leasehold improvements Lower of estimated useful life or remaining lease term The estimated useful lives of the Company’s property and equipment are periodically assessed to determine if changes are appropriate.

Depreciation and amortization expenses are recognized using the straight-line method over the estimated useful life of each asset, as follows: Estimated Useful Life (Years) Computer and office equipment 2 to 3 Furniture and fixtures 2 Software 3 Vehicles 5 Research and development of laboratory equipment 5 Machinery and equipment 3 to 5 Trade show assets 3 to 5 Leasehold improvements Lower of estimated useful life or remaining lease term The estimated useful lives of the Company’s property and equipment are periodically assessed to determine if changes are appropriate.

Basis of Presentation and Principles of Consolidation Accounting for Wholly-Owned Subsidiaries The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of Agrify Corporation and its wholly-owned subsidiaries, as described above, in accordance with the provisions required by the Consolidation Topic 810 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”).

Basis of Presentation and Principles of Consolidation Accounting for Wholly-Owned Subsidiaries The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of Agrify Corporation and its wholly-owned subsidiaries, as described above, in accordance with the provisions required by the Consolidation Topic 810 (“ASC 810”) of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”).

The warrants will be exercisable on a cash basis, unless there is not an effective registration statement covering the resale of the shares issuable upon exercise of the warrants or if shareholder approval for the full exercise of the warrants are not received, in which case the Modified Warrant will also be exercisable on a cashless exercise basis at the Investor’s election.

The Mack Warrants will be exercisable on a cash basis, unless there is not an effective registration statement covering the resale of the shares issuable upon exercise of the warrants or if shareholder approval for the full exercise of the warrants are not received, in which case the Mack Warrant will also be exercisable on a cashless exercise basis at the Investor’s election.

As of December 31, 2023, based on the Company’s history of earnings and its assessment of future earnings, management believes that it is more likely than not that future taxable income will not be sufficient to realize the deferred tax assets. Therefore full valuation allowance has been applied to deferred tax assets.

As of December 31, 2024, based on the Company’s history of earnings and its assessment of future earnings, management believes that it is more likely than not that future taxable income will not be sufficient to realize the deferred tax assets. Therefore full valuation allowance has been applied to deferred tax assets.

Basic net loss per share is calculated using the weighted-average number of Common Stock outstanding during the periods. Diluted net loss per share is computed by giving effect to all potential shares of Common Stock, including outstanding stock options, stock related to unvested restricted stock units, and outstanding warrants to the extent dilutive.

Basic net loss per share is calculated using the weighted-average number of shares of Common Stock outstanding during the periods. Diluted net loss per share is computed by giving effect to all potential shares of Common Stock, including convertible notes, outstanding stock options, stock related to unvested restricted stock units, and outstanding warrants to the extent dilutive.

ASC 740-10-25-10, provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. ASC 740-10-25-10 clarifies that a tax position can be effectively settled upon the completion of an examination by a taxing authority.

ASC 740, provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. ASC 740 clarifies that a tax position can be effectively settled upon the completion of an examination by a taxing authority.

F-14 AGRIFY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For issued or modified warrants that meet all of the criteria for equity classification, they are recorded as a component of additional paid-in capital at the time of issuance.

F-13 AGRIFY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For issued or modified warrants that meet all of the criteria for equity classification, they are recorded as a component of additional paid-in capital at the time of issuance.

The Convertible Note may not be converted into shares of Common Stock if such conversion would result in the Lender and its affiliates owning an aggregate of in excess of 4.99% of the then-outstanding shares of Common Stock, provided that upon 61 days’ notice, such ownership limitation may be adjusted by the Lender, but in any case, to no greater than 9.99%.

The Convertible Note could not be converted into shares of Common Stock if such conversion would result in the Original Lender and its affiliates owning an aggregate of in excess of 4.99% of the then-outstanding shares of Common Stock, provided that upon 61 days’ notice, such ownership limitation may be adjusted by the Original Lender, but in any case, no greater than 9.99%.

Per ASC 470-60-35-5, a debtor in a troubled debt restructuring involving only modification of terms of a payable (i.e., not involving a transfer of assets or grant of an equity interest) shall account for the effects of the restructuring prospectively from the time of restructuring and shall not change the carrying amount of the payable at the time of the restructuring unless the carrying amount exceeds the total future cash payments specified by the new terms.

Per ASC 470, a debtor in a troubled debt restructuring involving only modification of terms of a payable (i.e., not involving a transfer of assets or grant of an equity interest) shall account for the effects of the restructuring prospectively from the time of restructuring and shall not change the carrying amount of the payable at the time of the restructuring unless the carrying amount exceeds the total future cash payments specified by the new terms.

In accordance with the guidance of ASC 740-10-25-6, the benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any.

In accordance with the guidance of ASC 740, the benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any.

Cash deposits with financial institutions, including restricted cash, generally exceed federally insured limits. Management believes minimal credit risk exists with respect to these financial institutions and the Company has not experienced any losses on such amounts.

Cash deposits with financial institutions generally exceed federally insured limits. Management believes minimal credit risk exists with respect to these financial institutions and the Company has not experienced any losses on such amounts.

Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date.

Any change in fair value is recorded as an unrealized non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date.

The Company evaluates all its financial instruments, including issued private placement stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815.

Warrant Liabilities The Company evaluates all its financial instruments, including issued private placement stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC Topic 815, Derivatives and Hedging (“ASC 815”).

Accordingly, the Company consolidates its interest in the financial statements of Agrify-Valiant and Agrify Brands under the VIE rules and reflects the third parties’ interests in the consolidated financial statements as a non-controlling interest.

Accordingly, the Company consolidates its interest in the financial statements of Agrify Brands under the VIE rules and reflects the third parties’ interests in the condensed consolidated financial statements as a non-controlling interest.

Business Combinations The Company accounts for business acquisitions using the purchase method of accounting, in accordance with which assets acquired and liabilities assumed are recorded at their respective fair values at the acquisition date. The fair value of the consideration paid, including contingent consideration, is assigned to the assets acquired and liabilities assumed based on their respective fair values.

Business Combinations The Company accounts for business acquisitions using the acquisition method of accounting, in accordance with which assets acquired and liabilities assumed are recorded at their respective fair values at the acquisition date. The fair value of the consideration paid is assigned to the assets acquired and liabilities assumed based on their respective fair values.

Expenses incurred in connection with R&E activities in the US must be amortized over a 5-year period if incurred, and R&E expenses incurred outside the US must be amortized over a 15-year period. R&E activities are broader in scope than qualified research activities that are considered under IRC Section 41 (relating to the research tax credit).

Expenses incurred in connection with R&E activities in the U.S. must be amortized over a 5-year period if incurred, and R&E expenses incurred outside the U.S. must be amortized over a 15-year period. R&E activities are broader in scope than qualified research activities that are considered under IRC Section 41 (relating to the research tax credit).

In the normal course of business, the Company is subject to examinations by federal, foreign, and state and local jurisdictions, where applicable. There are currently no pending tax examinations. The Company’s tax years are still open under statute from 2018 to the present in the U.S. and from 2016 to present in the Company’s foreign operations.

In the normal course of business, the Company is subject to examinations by federal, foreign, and state and local jurisdictions, where applicable. There are currently no pending tax examinations. The Company’s tax years are still open under statute from 2019 to the present in the U.S. and from 2019 to present in the Company’s foreign operations.

On December 1, 2023, the Company received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company reported stockholders’ equity of $(17.17) million in its Form 10-Q for the quarter ended March 30, 2023, the Company was no longer in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Primary Equity Listing Rule”), which requires that listed companies maintain a minimum of $2.5 million in stockholders’ equity.

On December 1, 2023, the Company received a notice from Nasdaq stating that because the Company reported stockholders’ equity of $(17.17) million in its Form 10-Q for the quarter ended March 30, 2023, the Company was no longer in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Primary Equity Listing Rule”), which requires that listed companies maintain a minimum of $2.5 million in stockholders’ equity.

Due to the nature of the Company’s contracts, these reporting requirements are not applicable because the majority of the Company’s remaining contracts meet certain exemptions as defined in ASC 606-10-50-14 through 606-10-50-14A, including (i) performance obligation is part of a contract that has an original expected duration of one year or less and (ii) the right to invoice practical expedient.

Due to the nature of the Company’s contracts, these reporting requirements are not applicable because the majority of the Company’s remaining contracts meet certain exemptions as defined in ASC 606 through 606, including (i) performance obligation is part of a contract that has an original expected duration of one year or less and (ii) the right to invoice practical expedient.

As disclosed in the Current Report on Form 8-K filed on April 17, 2023, the Company’s audit committee concluded that, as a result of inadvertent errors in the accounting for warrants previously issued by the Company, it was appropriate to restate the Company’s previously issued unaudited consolidated interim financial statements as of and for the quarterly periods ended March 31, 2022, June 30, 2022 and September 30, 2022 included in the Company’s Quarterly Reports on Form 10-Q for such periods in amended quarterly reports for the affected periods.

As disclosed in the Current Report on Form 8-K filed on April 17, 2023, the audit committee (the “Audit Committee”) of the Company’s Board of Directors (the “Board”) concluded that, as a result of inadvertent errors in the accounting for warrants previously issued by the Company, it was appropriate to restate the Company’s previously issued unaudited consolidated interim financial statements as of and for the quarterly periods ended March 31, 2022, June 30, 2022 and September 30, 2022 included in the Company’s Quarterly Reports on Form 10-Q for such periods in amended quarterly reports for the affected periods.

The difference in the opening and closing balances of the Company’s deferred revenue primarily results from the timing difference between the Company’s performance and the customer’s payment. The Company fulfills obligations under a contract with a customer by transferring products and services in exchange for consideration from the customer.

The difference in the opening and closing balances of the Company’s contract liabilities primarily results from the timing difference between the Company’s performance and the customer’s payment. The Company fulfills obligations under a contract with a customer by transferring products and services in exchange for consideration from the customer.

The Convertible Note will impose certain customary affirmative and negative covenants upon the Company, as well as covenants that will (i) restrict the Company and its subsidiaries from incurring any additional indebtedness or suffering any liens, subject to specified exceptions, (ii) restrict the ability of the Company and its subsidiaries from making certain investments, subject to specified exceptions, and (iii) restrict the declaration of any dividends or other distributions, subject to specified exceptions.

The Convertible Note imposed certain customary affirmative and negative covenants upon the Company, as well as covenants that would (i) restrict the Company and its subsidiaries from incurring any additional indebtedness or suffering any liens, subject to specified exceptions, (ii) restrict the ability of the Company and its subsidiaries from making certain investments, subject to specified exceptions, and (iii) restrict the declaration of any dividends or other distributions, subject to specified exceptions.

The Principal Forgiveness was accounted for as a troubled debt restructuring under ASC 470, as 1) the Company was determined to be experiencing financial difficulties as defined by the ASC, and 2) the Principal Forgiveness was deemed a concession by the New Lender.

F-53 AGRIFY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 15 — Net Loss Per Share Net loss per share calculations for all periods have been adjusted to reflect the Company’s reverse stock splits. Net loss per share was calculated based on the weighted-average number of the Company’s Common Stock outstanding.

F-41 AGRIFY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 16 — Net Loss Per Share Net loss per share calculations for all periods have been adjusted to reflect the Company’s reverse stock splits. Net loss per share was calculated based on the weighted-average number of the Company’s Common Stock outstanding.

Pursuant to the Related Party Note, GIC is obligated to lend up to $0.5 million to the Company, $0.3 million of which was delivered at issuance and the remaining $0.2 million delivered on July 31, 2023.

Pursuant to the GIC Note, GIC was obligated to lend up to $0.5 million to the Company, $0.3 million of which was delivered at issuance and the remaining $0.2 million delivered on July 31, 2023.

As required by the uncertain tax position guidance in ASC No. 740, Income Tax the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit.

As required by the uncertain tax position guidance in ASC Topic 740 (“ASC 740”), Income Tax the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit.

The majority of the Company’s remaining contracts meet certain exemptions as defined in ASC 606-10-50-14 through 606-10-50-14A, including (i) performance obligation is part of a contract that has an original expected duration of one year or less and (ii) the right to invoice practical expedient.

The majority of the Company’s remaining contracts meet certain exemptions as defined in ASC 606, including (i) performance obligation is part of a contract that has an original expected duration of one year or less and (ii) the right to invoice practical expedient.

The Lender will also have the option of requiring the Company to redeem the Convertible Note (i) on August 19, 2023 or August 19, 2024 at a price equal to the then-outstanding principal amount under the Convertible Note plus accrued but unpaid interest, provided that the redemption right on August 19, 2023 will not be exercisable if the Company raises at least $8.0 million in gross proceeds from equity offerings prior to such date, or (ii) if the Company undergoes a fundamental change (as defined below) at a price equal to 102.5% of the then-outstanding principal amount under the Convertible Note plus accrued but unpaid interest.

The Original Lender had the option of requiring the Company to redeem the Convertible Note (i) on August 19, 2023 or August 19, 2024 at a price equal to the then-outstanding principal amount under the Convertible Note plus accrued but unpaid interest, provided that the redemption right on August 19, 2023 would not be exercisable if the Company raised at least $8.0 million in gross proceeds from equity offerings prior to such date, or (ii) if the Company undergoes a fundamental change (as defined below) at a price equal to 102.5% of the then-outstanding principal amount under the Convertible Note plus accrued but unpaid interest.

(“Bowdoin”) filed a complaint (the “Bowdoin Complaint”) in the Superior Court of Massachusetts in Norfolk County naming the Company, Bud & Mary’s and certain related parties as defendants, captioned Bowdoin Construction Corp. v. Agrify Corporation, Bud & Mary’s Cultivation, Inc. and BMLC2, LLC, case no. 2382CV00173.

Litigation On February 22, 2023, Bowdoin Construction Corp. (“Bowdoin”) filed a complaint in the Superior Court of Massachusetts in Norfolk County, Massachusetts, naming the Company (the “Bowdoin Complaint”), Bud & Mary’s and certain related parties as defendants, captioned Bowdoin Construction Corp. v. Agrify Corporation, Bud & Mary’s Cultivation, Inc. and BMLC2, LLC, case no. 2382CV00173.

F-56 AGRIFY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 17 — Related Parties Some of the officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available.

F-45 AGRIFY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 19 — Related Parties Some of the officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available.

The Company determines SSP based on the price at which the performance obligation is sold separately and the methods of estimating SSP under the guidance of ASC 606-10-32-33.

The Company determines SSP based on the price at which the performance obligation is sold separately and the methods of estimating SSP under the guidance of ASC 606.

The introductory period is not time-based but rather refers to the production of an initial number of units after which the parties have rights to adjust pricing and negotiate a certain minimum requirements percentage.

The introductory period was not time-based but rather referred to the production of an initial number of units after which the parties have rights to adjust pricing and negotiate a certain minimum requirements percentage.

All share and per share information has been retroactively adjusted to give effect to the reverse stock split for all periods presented unless otherwise indicated. On July 5, 2023, the Company effected a 1-for-20 reverse stock split of its Common Stock.

Reclassifications The Company effected a 1-for-20 reverse stock split of its Common Stock on July 5, 2023 and a 1-for-15 reverse stock split of its Common Stock on October 8, 2024. All share and per share information has been retroactively adjusted to give effect to the reverse stock split for all periods presented unless otherwise indicated.

The principal amount of the Exchange Note will be payable on the Maturity Date, provided that the Investor will be entitled to a cash sweep of 20% of the proceeds received by the Company in connection with any equity financing, which will reduce the outstanding principal amount under the Exchange Note.

The principal amount of the Exchange Note would be payable on the Original Maturity Date, provided that the Original Lender was entitled to a cash sweep of 20% of the proceeds received by the Company in connection with any equity financing, which will reduce the outstanding principal amount under the Exchange Note.

At any time, the Company may prepay all of the Exchange Note by redemption at a price equal to 102.5% of the then-outstanding principal amount under the Note plus accrued but unpaid interest.

At any time, the Company would prepay all of the Convertible Note by redemption at a price equal to 102.5% of the then-outstanding principal amount under the Convertible Note plus accrued but unpaid interest.

Until the date the Convertible Note is fully repaid, the Lender will have, subject to certain exceptions, the right to participate for up to 30% of any offering of debt, equity (other than an offering of solely Common Stock), or equity-linked securities, including without limitation any debt, preferred stock or other instrument or security, of the Company or its subsidiaries.

Until the date the Convertible Note was fully repaid, the Original Lender had, subject to certain exceptions, the right to participate for up to 30% of any offering of debt, equity (other than an offering of solely Common Stock), or equity-linked securities, including without limitation any debt, preferred stock or other instrument or security, of the Company or its subsidiaries.

F-10 AGRIFY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting period.

Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting period.

F-8 AGRIFY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On November 16, 2023, the Company received a notice from Nasdaq that the Company remains noncompliant with the Listing Rule as a result of its failure to file its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023 with the SEC by the required filing date (the “November Nasdaq Notice” and, together with the April Nasdaq Notice, the May Nasdaq Notice, and the August Nasdaq Notice, the “Nasdaq Notices”).

On November 16, 2023, the Company received a notice from Nasdaq that the Company remains noncompliant with the Listing Rule as a result of its failure to file its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023 with the SEC by the required filing date (the “November Nasdaq Notice” and, together with the April Nasdaq Notice, the May Nasdaq Notice, and the August Nasdaq Notice, the “Nasdaq Notices”).

Stock-Based Compensation The Company measures all stock options and other stock-based awards granted to employees, directors and consultants based on the fair value on the date of the grant and recognizes compensation expense of those awards, net of estimated forfeitures, over the requisite service period, which is generally the vesting period of the respective award.

Stock-Based Compensation The Company measures all stock options and other stock-based awards granted to employees, directors and consultants based on the fair value on the date of the grant and recognizes compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award. Forfeitures are recognized as incurred.

The principal amount of the Convertible Note will be payable on the Maturity Date, provided that the Lender will be entitled to a cash sweep of 30% of the proceeds of any at-the-market equity offering and 20% of the proceeds received by the Company in connection with any other equity financing, which will reduce the outstanding principal amount under the August 2022 Note or the Convertible Note.

The principal amount of the Convertible Note would be payable on the Original Maturity Date, provided that the Original Lender was entitled to a cash sweep of 30% of the proceeds of any at-the-market equity offering and 20% of the proceeds received by the Company in connection with any other equity financing, which would reduce the outstanding principal amount under the Exchange Note or the Convertible Note.

Therefore, the weighted-average number of Common Shares outstanding used to calculate both basic and diluted net loss per share attributable to Common Stockholders is the same.

Therefore, the weighted-average number of shares of Common Stock outstanding used to calculate both basic and diluted net loss per share attributable to holders of the Company’s Common Stock is the same.

The Company considers current assets to be those investments that will mature within the next 12 months, including interest receivable on long-term bonds. Accounts Receivable, Net and Loan Receivable, Net Accounts receivable, net, primarily consists of amounts for goods and services that are billed and currently due from customers. The composition of loan receivable, net is detailed in Note 5.

The Company considers current assets to be those investments that will mature within the next 12 months, including interest receivable on long-term bonds. Accounts Receivable, Net Accounts receivable, net, primarily consists of amounts for goods and services that are billed and currently due from customers.

On November 14, 2022, the Company filed its answers and affirmative defenses to the Bud & Mary’s complaint and counterclaims. The Company is seeking, among other relief, monetary damages in connection with the breach of contract, breach of the implied covenant of good faith and fair dealing, unjust enrichment, and enforcement of the guarantees.

On November 14, 2022, the Company filed its answers and affirmative defenses to the Bud & Mary Complaint and counterclaims. The Company is seeking, among other relief, monetary damages in connection with the breach of contract, breach of the implied covenant of good faith and fair dealing, unjust enrichment, and enforcement of the guarantees. This matter is still actively ongoing.

Pursuant to the Exchange Agreement, at closing the Company will prepay approximately $10.3 million in principal amount under the August 2022 Note and exchange $10.0 in principal amount of the remaining balance of the August 2022 Note for a new senior secured convertible note (the “Convertible Note”) with an original principal amount of $10.0 million.

Pursuant to the Exchange Agreement, at closing the Company prepaid approximately $10.3 million in principal amount under the Exchange Note and exchanged $10.0 million of the remaining principal balance of the Exchange Note for a new senior secured convertible note (the “Convertible Note”) with an original principal amount of $10.0 million.

The supply agreement contemplates that, following an introductory period, the Company will negotiate a minimum percentage of the VFU requirements that the Company will purchase from Mack each year based on the agreed-upon pricing formula.

The supply agreement contemplated that, following an introductory period, the Company negotiated a minimum percentage of the VFU requirements that the Company purchase from Mack each year based on the agreed-upon pricing formula.

The Company calculates the expected volatility of the stock price based on the corresponding volatility of the Company’s peer group stock price for a period consistent with the underlying instrument’s expected term. The expected lives for such grants were based on the simplified method for employees and directors.

The Notice has no immediate effect on the listing of the Company’s common stock on Nasdaq. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days to regain compliance with the Minimum Bid Requirement.

The Notice had no immediate effect on the listing of the Company’s Common Stock on Nasdaq. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days to regain compliance with the Minimum Bid Requirement. The compliance period for the Company expired on September 3, 2024.

Convertible Notes Payable The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with ASC Topic 815, Derivatives and Hedging (“ASC 815”).

On October 27, 2023, the maturity date of the Related Party Note was subsequently amended to December 31, 2024 at which point principal and accrued interest will be repaid in full. Interest expense incurred on the Related Party Note amounted to approximately $25 thousand for the year ended December 31, 2023.

On October 27, 2023, the maturity date of the GIC Note was subsequently amended to December 31, 2024 at which point principal and accrued interest will be repaid in full. Interest expense incurred on the GIC Note amounted to $47.7 thousand for the year ended December 31, 2024.

In February 2021, the Company placed a purchase order with Mack amounting to approximately $5.2 million towards the initial production of VFUs during 2021. Since February 2021, the Company increased the purchase order with Mack to approximately $26.5 million towards production of VFUs during 2021 and 2022.

(“Mack”) pursuant to which Mack became a key supplier of VFUs. In February 2021, the Company placed a purchase order with Mack amounting to approximately $5.2 million towards the initial production of VFUs during 2021. Since February 2021, the Company increased the purchase order with Mack to approximately $26.5 million towards production of VFUs during 2021 and 2022.

The 2022 Plan shall continue in effect, unless sooner terminated, until the tenth anniversary of the date on which it is adopted by the Board of Directors. As of December 31, 2023, there were 10,310 shares of Common Stock available to be granted under the Company’s 2022 Plan.

The 2022 Plan shall continue in effect, unless sooner terminated, until the tenth anniversary of the date on which it was adopted by the Board of Directors. As of December 31, 2024, there were 56,324 shares of Common Stock available to be granted under the Company’s 2022 Plan.

No stock options were granted during the years ended December 31, 2023 and 2022. The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility.

The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility.

Federal NOL carryforwards generated after tax year 2021 are subject to an 80% limitation on taxable income, do not expire and will carryforward indefinitely. State net operating loss carryforwards in the amount of $82.3 million begin expiring in 2039 and approximately $5.4 million have an indefinite life.

Federal net operating loss (“NOL”) carryforwards generated after tax year 2021 are subject to an 80% limitation on taxable income, do not expire and will carryforward indefinitely. State net operating loss carryforwards in the amount of $115.8 million begin expiring in 2039 and approximately $12.8 million have an indefinite life.

Sinclair Scientific Litigation On June 15, 2023, the Company and its wholly-owned subsidiary Precision Extraction Newco, LLC (“Precision”), filed an Amended Verified Complaint in the Court of Chancery of the State of Delaware against Sinclair Scientific, LLC (“Sinclair”) and certain individual defendants (the “Delaware Action”).

On June 15, 2023, the Company and its wholly-owned subsidiary, Precision, filed an Amended Verified Complaint in the Court of Chancery of the State of Delaware against Sinclair and certain individual defendants (the “Delaware Action”).

Significant Judgments The Company enters into contracts that may include various combinations of equipment, services and construction, which are generally capable of being distinct and accounted for as separate performance obligations. Contracts with customers often include promises to transfer multiple products and services to a customer.

F-15 AGRIFY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Significant Judgments The Company enters into contracts that may include various combinations of equipment and, services which are generally capable of being distinct and accounted for as separate performance obligations. Contracts with customers often include promises to transfer multiple products and services to a customer.

Other Litigation In September 2023, the Company settled a legal dispute with a specific customer which resulted in the recognition of a gain of approximately $0.9 million, of which $0.3 million was paid in October 2023, with the remaining approximate $0.6 million to be paid in equal monthly installments, beginning in January, 2024.

F-44 AGRIFY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Other Litigation In September 2023, the Company settled a legal dispute with a specific customer that resulted in the recognition of a gain of approximately $0.9 million, of which $0.3 million was paid in October 2023, with the remaining approximate $0.6 million to be paid in equal monthly installments, beginning in January, 2024.

Due to the Beneficial Ownership Limitation of 4.99%, a total of 69,568 shares of Common Stock of the Company were issued to the Lender, with the remaining 375,629 shares held in abeyance until the balance (or portion thereof) may be issued in compliance with such limitations.

Due to the Beneficial Ownership Limitation of 4.99%, a total of 4,638 shares of Common Stock of the Company were issued to the Original Lender, with the remaining 25,042 shares held in abeyance until the balance (or portion thereof) may be issued in compliance with such limitations.

In accordance with ASC 606 “Revenue Recognition”, the Company recognizes revenue from contracts with customers using a five-step model, which is described below: ● identify the customer contract; ● identify performance obligations that are distinct; ● determine the transaction price; ● allocate the transaction price to the distinct performance obligations; and ● recognize revenue as the performance obligations are satisfied.

In accordance with ASC Topic 606, Revenue Recognition (“ASC 606”), we recognize revenue from contracts with customers using a five-step model, which is described below: ● identify the customer contract; ● identify performance obligations that are distinct; ● determine the transaction price; ● allocate the transaction price to the distinct performance obligations; and ● recognize revenue as the performance obligations are satisfied.

Accordingly, the Stockholders’ deficit section of the consolidated balance sheets reflects the reverse stock split by reclassifying from “Common Stock” to “Additional paid-in capital” an amount equal to the par value of the decreased shares resulting from the reverse stock split.

The shares of Common Stock retained a par value of $0.001 per share. Accordingly, the Stockholders’ equity (deficit) section of the consolidated balance sheets reflects the reverse stock split by reclassifying from “Common Stock” to “Additional paid-in capital” an amount equal to the par value of the decreased shares resulting from the reverse stock split.

All share and per share information has been retroactively adjusted to give effect to the reverse stock split for all periods presented unless otherwise indicated. No fractional shares of Common Stock were issued as a result of these reverse stock splits.

On October 8, 2024, the Company effected a 1-for-15 reverse stock split of its Common Stock. All share and per share information has been retroactively adjusted to give effect to the reverse stock splits for all periods presented unless otherwise indicated. No fractional shares of Common Stock were issued as a result of these reverse stock splits.

Accordingly, on March 5, 2024, the Company received a deficiency letter from the Listing Qualifications Department of Nasdaq notifying the Company that, for the last 30 consecutive business days, the bid price for the Company’s common stock had closed below $1.00 per share, which is the minimum closing price required to maintain continued listing on the Nasdaq Stock Market under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”).

F-10 AGRIFY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On March 5, 2024, the Company received a deficiency letter from the Staff notifying the Company that, for the last 30 consecutive business days, the bid price for the Company’s Common Stock had closed below $1.00 per share, which is the minimum closing price required to maintain continued listing on the Nasdaq Stock Market under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”).

The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. F-19 AGRIFY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company recognizes the benefit of a tax position when it is effectively settled.

The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. The Company recognizes the benefit of a tax position when it is effectively settled.

The Company enters into time-and-materials contracts under which the Company is paid for labor and equipment at negotiated hourly billing rates and other expenses, including materials, as incurred at rates agreed to in the contract. The Company uses three main sub-contractors to execute the construction contracts.

The Company enters into time-and-materials contracts for equipment sales under which the Company is paid for labor and equipment at negotiated hourly billing rates and other expenses, including materials, as incurred at rates agreed to in the contract.

F-52 AGRIFY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The utilization of the Company’s net operating losses may be subject to a U.S. federal limitation due to the “change in ownership provisions” under Section 382 of the Internal Revenue Code and other similar limitations in various state jurisdictions.

F-40 AGRIFY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The utilization of the Company’s NOLs may be subject to a U.S. federal limitation due to the “change in ownership provisions” under Section 382 of the IRC and other similar limitations in various state jurisdictions.

The Company applied the uncertain tax position guidance in ASC No. 740, Accounting for Income to all tax positions for which the statute of limitations remained open. Any estimates of tax contingencies contain assumptions and judgments about potential actions by taxing jurisdictions.

The Company applied the uncertain tax position guidance in ASC 740, Accounting for Income to all tax positions for which the statute of limitations remained open. Any estimates of tax contingencies contain assumptions and judgments about potential actions by taxing jurisdictions. Any interest and penalties related to uncertain tax positions would be included as part of the income tax provision.

(In thousands) December 31, 2023 Jurisdiction NOL Available Federal 675 Federal - Indefinite 143,552 Subtotal - Federal 144,227 State 85,245 State - Indefinite 8,038 Subtotal - Federal 93,283 Foreign — Foreign - Indefinite — Subtotal - Foreign — The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates.

(In thousands) December 31, 2024 December 31, 2023 Jurisdiction NOL Available NOL Available Federal $ 675 $ 675 Federal - Indefinite 196,903 143,552 Subtotal - Federal 197,578 144,227 State 115,846 85,245 State - Indefinite 12,814 8,038 Subtotal - State 128,660 93,283 Foreign — — Foreign - Indefinite — — Subtotal - Foreign $ — $ — The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates.

Leases The Company determines at the inception of an asset contract if such arrangement is or contains a lease. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The amounts determined for the Company’s right-of-use assets and lease liabilities generally do not assume that renewal options or early-termination provisions, if any, are exercised unless it is reasonably certain that the Company will exercise such options. Contract Liabilities Contract Liabilities includes amounts collected, billed in excess of revenue or customer deposits that the Company can recognize.

While the Company owns 60% of Agrify-Valiant’s equity interests and 75% of Agrify Brand’s equity interests, the remaining equity interests in Agrify-Valiant and Agrify Brands are owned by unrelated third parties, and the agreement with these third parties provides the Company with greater voting rights.

While the Company owns 75% of Agrify Brand’s equity interests, the remaining equity interests in Agrify Brands are owned by unrelated third parties, and the agreement with these third parties provides the Company with greater voting power as the majority owner.

Note 14 — Income Taxes For financial reporting purposes, the net pre-tax book income and/or loss for the U.S. and foreign entities, in the aggregate, was: (In thousands) December 31, 2023 December 31, 2022 United States (18,690 ) (188,613 ) Foreign — Total (18,690 ) (188,613 ) F-50 AGRIFY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Income tax expense consisted of the following for the years ended December 31, 2023 and December 31, 2022: (In thousands) December 31, 2023 December 31, 2022 Current: Federal $ — $ — State 2 — Foreign — — Subtotal 2 — Deferred: Federal — (10 ) State — (13 ) Foreign — — Subtotal — (23 ) Total $ 2 $ (23 ) The reconciliation between the Company’s effective tax rate on income from continuing operations and the statutory tax rate for the years ended December 31, 2023 and December 31, 2022 is as follows: (In thousands) December 31, 2023 December 31, 2022 Current tax at U.S. statutory rate $ (3,925 ) $ (39,609 ) Nondeductible/nontaxable items (336 ) 7,423 State taxes (458 ) (5,951 ) Rate change 1,613 47 Foreign operations — — True-up and other 2,621 (814 ) Valuation allowance 487 38,881 Income tax expense $ 2 $ (23 ) Deferred income taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Note 15 — Income Taxes For financial reporting purposes, the net pre-tax book income and/or loss from continuing and discontinued operations for the U.S. and foreign entities, in the aggregate, was: (In thousands) December 31, 2024 December 31, 2023 United States $ (41,746 ) $ (18,650 ) Foreign — — Total $ (41,746 ) $ (18,650 ) F-38 AGRIFY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Income tax expense (benefit) from continuing and discontinued operations consisted of the following for the years ended December 31, 2024 and December 31, 2023: (In thousands) December 31, 2024 December 31, 2023 Current: Federal $ — $ — State (2 ) 2 Foreign — — Subtotal (2 ) 2 Deferred: Federal — — State — — Foreign — — Subtotal — — Total $ (2 ) $ 2 The reconciliation between the Company’s effective tax rate on income from continuing operations discontinued operations and the statutory tax rate for the years ended December 31, 2024 and December 31, 2023 is as follows: (In thousands) December 31, 2024 December 31, 2023 Current tax at U.S. statutory rate $ (8,767 ) $ (3,925 ) Nondeductible/nontaxable items 3,336 (336 ) State taxes (872 ) (458 ) Rate change (717 ) 1,613 True-up and other 1,383 2,621 Valuation allowance 5,635 487 Income tax expense (benefit) $ (2 ) $ 2 Deferred income taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Related party debt On July 12, 2023, the Board of Directors of the Company approved the issuance of an unsecured promissory note (the “Related Party Note”) in favor of GIC Acquisition, LLC (“GIC”), an entity that is owned and managed by the Company’s Chairman and Chief Executive Officer.

GIC Acquisition Note On July 12, 2023, the Board of Directors of the Company approved the issuance of an unsecured promissory note (the “GIC Note”, and, collectively with the Consolidated Note, the “Related Party Notes”) to GIC Acquisition, LLC (“GIC”), an entity that is owned and managed by the Company’s former Chairman and Chief Executive Officer.

… 558 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

78 edited+129 added−139 removed77 unchanged

2023 filing

2024 filing

Biggest changeThe PPP loan is payable in 34 equal combined monthly principal and interest payments of approximately $24,000 that commenced on August 7, 2022. 27 Risks Related to Ownership of our Common Stock Concentration of ownership among our existing executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions .

Biggest changeRisks Related to Ownership of our Common Stock Concentration of ownership may prevent new investors from influencing significant corporate decisions . Our executive officers, directors and their affiliates beneficially own, in the aggregate, approximately 36% of our outstanding shares of Common Stock. In particular, Green Thumb beneficially owns approximately 34% of our outstanding shares of Common Stock.

The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. Any failure to maintain such internal control could adversely impact our ability to report our financial position and results from operations on a timely and accurate basis.

The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. Any failure to maintain internal control could adversely impact our ability to report our financial position and results from operations on a timely and accurate basis.

Our business depends in part on client licensing Our business is partly dependent on certain of our customers obtaining various licenses from various municipalities and state licensing agencies. There can be no assurance that any or all licenses necessary for our clients to operate their businesses will be obtained, retained, or renewed.

Our business depends in part on client licensing Our business is partly dependent on certain of our customers obtaining various licenses from various municipalities and state licensing agencies. There can be no assurance that any or all licenses necessary for our customers to operate their businesses will be obtained, retained, or renewed.

In general, under Section 382, a corporation that undergoes an “ownership change” (as defined under Section 382 of the Code and applicable Treasury Regulations) is subject to limitations on its ability to utilize its pre-change NOLs to offset its future taxable income. As of December 31, 2023, we have not conducted an analysis of an ownership change under Section 382.

In general, under Section 382, a corporation that undergoes an “ownership change” (as defined under Section 382 of the Code and applicable Treasury Regulations) is subject to limitations on its ability to utilize its pre-change NOLs to offset its future taxable income. As of December 31, 2024, we have not conducted an analysis of an ownership change under Section 382.

It is possible that, for any of our patents that may issue in the future, our competitors may design their products around our patented technologies. Further, we cannot assure investors that other parties will not challenge any patents granted to us, or that courts or regulatory agencies will hold our patents to be valid, enforceable, and/or infringed.

It is possible that, for any of our patents that may issue in the future, our competitors may design their products around our patented technologies. Further, we cannot assure shareholders that other parties will not challenge any patents granted to us, or that courts or regulatory agencies will hold our patents to be valid, enforceable, and/or infringed.

Our cash flow and existing capital resources may be insufficient to repay our debt at maturity, in which case we would have to extend such maturity date, or otherwise repay, refinance, and/or restructure the obligations under the Notes, including with proceeds from the sale of assets, and additional equity or debt capital.

Our cash flow and existing capital resources may be insufficient to repay our debt at maturity, in which case we would have to extend such maturity date, or otherwise repay, refinance, and/or restructure the obligations under the Note, including with proceeds from the sale of assets, and additional equity or debt capital.

We cannot guarantee investors that we will be successful in defending challenges made against our patents and patent applications. Any successful third-party challenge or challenges to our patents could result in the unenforceability or invalidity of such patents, or such patents being interpreted narrowly and/or in a manner adverse to our interests.

We cannot guarantee shareholders that we will be successful in defending challenges made against our patents and patent applications. Any successful third-party challenge or challenges to our patents could result in the unenforceability or invalidity of such patents, or such patents being interpreted narrowly and/or in a manner adverse to our interests.

A failure to obtain registrations for our trademarks could limit and impede our marketing efforts. 26 We may need to enter into intellectual property license agreements in the future, and if we are unable to obtain these licenses, our business could be harmed .

A failure to obtain registrations for our trademarks could limit and impede our marketing efforts. 11 We may need to enter into intellectual property license agreements in the future, and if we are unable to obtain these licenses, our business could be harmed .

To respond to these material weaknesses, we have devoted, and plan to continue to devote, significant effort and resources to the remediation and improvement of our internal control over financial reporting. Our plans currently include rebuild of the internal finance function and engagement of external financial consultants.

To respond to these material weaknesses, we have devoted, and plan to continue to devote, significant effort and resources to the remediation and improvement of our internal control over financial reporting. Our plans currently include rebuilding the internal finance function and engagement of external financial consultants.

If a licensing body were to determine that a client of ours had violated applicable rules and regulations, there is a risk the license granted to that client could be revoked, which could adversely affect our operations.

If a licensing body were to determine that a customer of ours had violated applicable rules and regulations, there is a risk the license granted to that customer could be revoked, which could adversely affect our operations.

We have encountered, and will continue to encounter, risks and difficulties frequently experienced by growing companies in rapidly changing industries, including those related to: ● market acceptance of our current and future products and services; ● changing regulatory environments and costs associated with compliance, particularly as related to our operations in the cannabis sector; ● our ability to compete with other companies offering similar products and services; ● our ability to effectively market our products and services and attract new clients; ● the amount and timing of operating expenses, particularly sales and marketing expenses, related to the maintenance and expansion of our business, operations, and infrastructure; ● our ability to control costs, including operating expenses; ● our ability to manage organic growth and growth fueled by acquisitions; ● public perception and acceptance of cannabis-related products and services generally; and ● general economic conditions and events.

We have encountered, and will continue to encounter, risks and difficulties frequently experienced by growing companies in rapidly changing industries, including those related to: ● market acceptance of our current and future products and services; ● changing regulatory environments and costs associated with compliance, particularly as related to our operations in the cannabis- and hemp-related sectors; ● our ability to compete with other companies offering similar products and services; ● our ability to effectively market our products and services and attract new customers; ● the amount and timing of operating expenses, particularly sales and marketing expenses, related to the maintenance and expansion of our business, operations, and infrastructure; ● our ability to control costs, including operating expenses; ● our ability to manage organic growth and growth fueled by acquisitions; ● public perception and acceptance of cannabis- and hemp-related products and services generally; and ● general economic conditions and events.

Our financial and operating performance will continue to be subject to prevailing economic conditions and to financial, business, and other factors, some of which are beyond our control. Failure within any applicable grace or cure periods to make such payments, comply with the financial covenants, or any other non-financial or restrictive covenant, would create a default under the Notes.

Our financial and operating performance will continue to be subject to prevailing economic conditions and to financial, business, and other factors, some of which are beyond our control. Failure within any applicable grace or cure periods to make such payments, or comply with any covenant, would create a default under the Notes.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline .

If securities or industry analysts do not publish research or reports about us, our business, or our market, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline .

While we have attempted to identify many risks specific to the cannabis industry, you should carefully consider that there are other risks that cannot be foreseen or are not described in this report, which could materially and adversely affect our business and financial performance.

While we have attempted to identify many risks specific to the cannabis and hemp industries, you should carefully consider that there are other risks that cannot be foreseen or are not described in this report, which could materially and adversely affect our business and financial performance.

We expect that the cannabis market and our business will evolve in ways that are difficult to predict. Our long-term success may depend on our ability to successfully adjust our strategy to meet the changing market dynamics. If we are unable to successfully adapt to changes in the cannabis industry, our operations could be adversely affected.

We expect that the cannabis and hemp markets and our business will evolve in ways that are difficult to predict. Our long-term success may depend on our ability to successfully adjust our strategy to meet the changing market dynamics. If we are unable to successfully adapt to changes in the cannabis and hemp industries, our operations could be adversely affected.

If that should occur, our capital raising or debt restructuring measures may be unsuccessful or inadequate to meet our scheduled debt service obligations, which could cause us to default on our obligations and further impair our liquidity. 19 Our ability to make scheduled payments on our debt and other financial obligations and comply with financial covenants depends on our financial and operating performance.

If that should occur, our capital raising or debt restructuring measures may be unsuccessful or inadequate to meet our scheduled debt service obligations, which could cause us to default on our obligations and further impair our liquidity. Our ability to make scheduled payments on our debt and other financial obligations depends on our financial and operating performance.

Although the proposal of the Secure and Fair Enforcement Banking Act, also referred to as the SAFE Banking Act, would allow banks to work with cannabis businesses and prevent federal banking regulators from intervening or punishing those banks, the legislation still requires the approval of the U.S. Senate.

Although the proposal of the Secure and Fair Enforcement Regulation Banking Act, also referred to as the SAFER Banking Act, would allow banks to work with cannabis businesses and prevent federal banking regulators from intervening or punishing those banks, the legislation still requires the approval of the U.S. House and Senate.

The cannabis industry could face strong opposition from other industries We believe that established businesses in other industries may have a strong economic interest in opposing the development of the cannabis industry.

The cannabis and hemp industries could face strong opposition from other industries We believe that established businesses in other industries may have a strong economic interest in opposing the development of the cannabis and hemp industries.

Despite efforts to protect our proprietary rights through intellectual property laws, licenses, and confidentiality agreements, unauthorized parties may still copy or otherwise obtain and use our software and technology. Companies in the Internet, technology, and software industries frequently enter into litigation based on allegations of infringement, misappropriation, or violations of intellectual property rights or other laws.

Despite efforts to protect our proprietary rights through intellectual property laws, licenses, and confidentiality agreements, unauthorized parties may still copy or otherwise obtain and use our technology. Companies frequently enter into litigation based on allegations of infringement, misappropriation, or violations of intellectual property rights or other laws.

These acquisitions may involve a number of financial, accounting, managerial, operational, legal, compliance, and other risks and challenges, including the following, any of which could adversely affect our results of operations: ● any acquired business could under-perform relative to our expectations and the price that we paid for it, or not perform in accordance with its anticipated timetable; ● we may incur or assume significant debt in connection with our acquisitions ● acquisitions could cause our results of operations to differ from our own or the investment community’s expectations in any given period, or over the long term; and ● acquisitions could create demands on our management that they may be unable to effectively address, or for which we may incur additional costs. 17 Additionally, following any business acquisition, we could experience difficulty in integrating personnel, operations, financial and other systems, and in retaining key employees and customers.

These acquisitions may involve a number of financial, accounting, managerial, operational, legal, compliance, and other risks and challenges, including the following, any of which could adversely affect our results of operations: ● any acquired business could under-perform relative to our expectations and the price that we paid for it, or not perform in accordance with its anticipated timetable; ● we may incur or assume significant debt in connection with our acquisitions; ● acquisitions could cause our results of operations to differ from our own or the investment community’s expectations in any given period, or over the long term; and ● acquisitions could create demands on our management that they may be unable to effectively address, or for which we may incur additional costs.

If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

If we are not in compliance with certain of these covenants, in addition to other actions the New Lender may require, the amounts outstanding under the Exchange Agreements may become immediately due and payable. This immediate payment may negatively impact our financial condition.

If we are not in compliance with certain of these covenants, in addition to other actions the Investor may require, the amounts outstanding under the Note may become immediately due and payable. This immediate payment may negatively impact our financial condition.

Cannabis may be seen by companies in other industries as an attractive alternative to their products, including recreational marijuana as an alternative to alcohol, and medical marijuana as an alternative to various commercial pharmaceuticals. Many industries that could view the emerging cannabis industry as an economic threat are well established, with vast economic and federal and state lobbying resources.

Cannabis and hemp may be seen by companies in other industries as an attractive alternative to their products, including alcohol, and as an alternative to various commercial pharmaceuticals. Many industries that could view the emerging cannabis and hemp industries as economic threats are well established, with vast economic and federal and state lobbying resources.

In order to position our business to take advantage of particular future growth opportunities and/or consolidate our more capable businesses, we may in the future pursue a strategy of less product and service integration and/or focus on one or more specialized facets of our products and services.

In order to position our business to take advantage of particular future growth opportunities and/or consolidate our more capable businesses, we have in the past and may in the future pursue a strategy of focusing on one or more specialized facets of our products and services.

In addition, the Notes impose certain customary affirmative and negative covenants upon us, as well as covenants that restrict us and our subsidiaries from incurring any additional indebtedness or suffering any liens, subject to specified exceptions, restrict the ability of us and our subsidiaries from making certain investments, subject to specified exceptions, and restrict the declaration of any dividends or other distributions, subject to specified exceptions.

The Note imposes certain customary affirmative and negative covenants upon us, as well as covenants that restrict us and our subsidiaries from incurring any additional indebtedness or suffering any liens, subject to specified exceptions, and restrict the declaration of any dividends or other distributions, subject to specified exceptions.

As of December 31, 2023, we had net operating loss (“NOL”) carryforwards for federal and state income tax purposes which may be available to offset taxable income in future years.

Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations . As of December 31, 2024, we had net operating loss (“NOL”) carryforwards for federal and state income tax purposes which may be available to offset taxable income in future years.

As described elsewhere in this Report, we have identified the following material weaknesses: ● inability to close timely; ● lack of technical expertise; and ● accounting for complex financial instruments. 33 As a result of these material weaknesses, our management concluded that our internal control over financial reporting was not effective as of December 31, 2023.

As described elsewhere in this Report, we have identified the following material weaknesses: ● lack of technical expertise ● segregation of duties ● accounting for complex financial transactions As a result of these material weaknesses, our management concluded that our internal control over financial reporting was not effective as of December 31, 2024.

Our inability to raise capital could require us to significantly curtail or terminate our operations. We may seek to increase our cash reserves through the sale of additional equity or debt securities. The sale of convertible debt securities or additional equity securities could result in additional and potentially substantial dilution to our shareholders.

We may seek to increase our cash reserves through the sale of additional equity or debt securities. The sale of convertible debt securities or additional equity securities could result in additional and potentially substantial dilution to our shareholders.

We have filed a registration statement to register the shares of Common Stock underlying outstanding options and shares reserved for future issuance under our equity compensation plans.

A large number of shares eligible for public sale could depress the market price of our Common Stock . We have filed a registration statement to register the shares of Common Stock underlying outstanding options and shares reserved for future issuance under our equity compensation plans.

Consequently, businesses involved in the cannabis industry often have trouble finding a bank willing to accept their business. The inability to open bank accounts may make it difficult for some of our clients to operate and their reliance on cash can result in a heightened risk of theft, which could harm their businesses and, in turn, harm our business.

The inability to open bank accounts may make it difficult for some of our customers to operate and their reliance on cash can result in a heightened risk of theft, which could harm their businesses and, in turn, harm our business.

If we fail to continue to satisfy the continued listing requirements of Nasdaq, such as the corporate governance requirements or the minimum closing bid price requirement, Nasdaq will take steps to delist our common stock.

If we fail to satisfy the rules and continued listing requirements of Nasdaq, such as the requires relating to corporate governance, shareholder approval, shareholders’ equity or our minimum closing bid price, Nasdaq will take steps to delist our common stock.

We are an “emerging growth company,” as defined in the JOBS Act, and a “smaller reporting company” within the meaning of the Securities Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies or smaller reporting companies will make our Common Stock less attractive to investors.

They could also deter potential acquirers of our company, thereby reducing the likelihood that you could receive a premium for your Common Stock in an acquisition. 19 We are an “emerging growth company,” as defined in the JOBS Act, and a “smaller reporting company” within the meaning of the Securities Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies or smaller reporting companies will make our Common Stock less attractive to investors.

These actions may require that we abandon or divest certain assets or businesses that no longer fit within our evolving strategic direction.

These actions may require that we abandon or divest certain assets or businesses that no longer fit within our evolving strategic direction, as we did with the sale of our cultivation business.

Chang cannot serve us or is no longer willing to do so, we may not be able to find alternatives in a timely manner or at all. This may have a material adverse effect on our business.

Kovler cannot serve us or is no longer willing to do so, or if Green Thumb no longer provides personnel support to us under the shared services agreement, we may not be able to find alternatives in a timely manner or at all. This may have a material adverse effect on our business.

The inclusion of the projections in this report should not be regarded as an indication that we or our management or representatives considered or consider the projections to be a reliable prediction of future events, and the projections should not be relied upon as such. 35 If we were to dissolve, the holders of our securities may lose all or substantial amounts of their investments .

In addition, even if we are successful in strengthening our controls and procedures, in the future those controls, and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our consolidated financial statements. 21 General Risk Factors Increases in costs, disruption of supply or shortage of raw materials could harm our business .

We incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which could adversely affect our operating results .

This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources. We incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which could adversely affect our operating results .

Our operating plan may change because of factors currently unknown to us, and we may need to seek additional funds sooner than planned.

At December 31, 2024, we had approximately $31.2 million of cash and cash equivalents. Our operating plan may change because of factors currently unknown to us, and we may need to seek additional funds sooner than planned.

There also may be adverse publicity associated with litigation that could negatively affect customer perception of our business, regardless of whether the allegations are valid or whether we are ultimately found liable. As a result, litigation may adversely affect our business, financial condition and results of operations.

The cost to defend such litigation may be significant and may require a diversion of our resources. There also may be adverse publicity associated with litigation that could negatively affect customer perception of our business, regardless of whether the allegations are valid or whether we are ultimately found liable.

We may record goodwill and other intangible assets on our consolidated balance sheet in connection with our acquisitions. If we are not able to realize the value of these assets, we may be required to incur charges relating to the impairment of these assets, which could materially impact our results of operations.

If we are not able to realize the value of these assets, we may be required to incur charges relating to the impairment of these assets, which could materially impact our results of operations.

The prices for these raw materials fluctuate depending on market conditions and global demand for these materials and could adversely affect our business and operating results. Substantial increases in the prices for our raw materials increase our operating costs and could reduce our margins if we cannot recoup the increased costs through increased prices for our products and services.

Substantial increases in the prices for our raw materials increase our operating costs and could reduce our margins if we cannot recoup the increased costs through increased prices for our products and services. Litigation may adversely affect our business, financial condition and results of operations .

In addition, insurance may not cover existing or future claims, be sufficient to fully compensate us for one or more of such claims or continue to be available on terms acceptable to us.

As a result, litigation may adversely affect our business, financial condition and results of operations. In addition, insurance may not cover existing or future claims, be sufficient to fully compensate us for one or more of such claims or continue to be available on terms acceptable to us.

It is possible that companies within these industries could use their resources to attempt to slow or reverse legislation legalizing cannabis. Any inroads these companies make in halting or impeding legislative initiatives that would be beneficial to the cannabis industry could have a detrimental impact on some of our clients and, in turn, on our operations.

Any inroads these companies make in halting or impeding legislative initiatives that would be beneficial to the cannabis and hemp industries could have a detrimental impact on some of our customers and, in turn, on our operations.

Due to our manufacturing and sale of our products, including hardware and software, we may also be subject to a variety of claims including product warranty, product liability, and consumer protection claims related to product defects, among other litigation.

Due to our manufacturing and sale of our products, may also be subject to a variety of claims including product warranty, product liability, and consumer protection claims related to product defects, among other litigation. We may also be subject to claims involving health and safety, hazardous materials usage, other environmental impacts, or service disruptions or failures.

Our stock price could be subject to wide fluctuations in response to a variety of factors, which include: ● whether we achieve our anticipated corporate objectives; ● actual or anticipated fluctuations in our quarterly or annual operating results; ● changes in our financial or operational estimates or projections; ● our ability to implement our operational plans; ● termination of the lock-up agreement or other restrictions on the ability of our stockholders to sell shares; ● changes in the economic performance or market valuations of companies similar to ours; and ● general economic or political conditions in the U.S. or elsewhere.

Our stock price could be subject to wide fluctuations in response to a variety of factors, which include: ● whether we achieve our anticipated corporate objectives; ● actual or anticipated fluctuations in our quarterly or annual operating results; ● changes in our financial or operational estimates or projections; ● our ability to implement our operational plans; ● changes in the economic performance or market valuations of companies similar to ours; and ● general economic or political conditions in the U.S. or elsewhere. 22 In addition, the stock market in general, and the market for cannabis and hemp-related companies, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies.

As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as our executive officers. As a public company, we are obligated to develop and maintain proper and effective internal control over financial reporting.

As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as our executive officers.

We expect complying with these rules and regulations will substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly. 32 The increased costs associated with operating as a public company will decrease our net income or increase our net loss and may require us to reduce costs in other areas of our business or increase the prices of our products or services.

The increased costs associated with operating as a public company will decrease our net income or increase our net loss and may require us to reduce costs in other areas of our business or increase the prices of our products or services.

If we are unsuccessful in obtaining such extension, or entering into such repayment, refinance, or restructure prior to maturity, or any other default existed under the Notes, the New Lender could accelerate the indebtedness under the Notes, foreclose against its collateral, or seek other remedies, which would jeopardize our ability to continue our current operations.

If we are unsuccessful in obtaining such extension, or entering into such repayment, refinance, or restructure prior to maturity, or any other default existed under the Note, the Investor could accelerate the indebtedness under the Note, foreclose against its collateral, or seek other remedies, which would jeopardize our ability to continue our current operations. 8 We are dependent on key inputs and suppliers; and fluctuations in the cost or availability of materials we use in our products and supply chain could negatively affect our results.

The existence of the forgoing provisions and anti-takeover measures could limit the price that investors might be willing to pay in the future for shares of our Common Stock. They could also deter potential acquirers of our company, thereby reducing the likelihood that you could receive a premium for your Common Stock in an acquisition.

The existence of the forgoing provisions and anti-takeover measures could limit the price that investors might be willing to pay in the future for shares of our Common Stock.

These possibilities, to the extent available, may be on terms that result in significant dilution to our shareholders or that result in our investors losing all of their investment in our company.

These possibilities, to the extent available, may be on terms that result in significant dilution to our shareholders or that result in our investors losing all of their investment in our company. 6 If we are able to raise additional capital, we do not know what the terms of any such capital raising would be.

A claim brought against us that is uninsured or underinsured could result in unanticipated costs, thereby adversely affecting our results of operations and resulting in a reduction in the trading price of our stock. 31 An active, liquid, and orderly trading market for our Common Stock may not develop, the price of our stock may be volatile, and you could lose all or part of your investment .

Upon effectiveness of that registration statement, subject to the satisfaction of applicable exercise periods and subject to our insider trading policy, the shares of Common Stock issued upon exercise of outstanding options will be available for immediate resale in the U.S. in the open market. 18 Sales of our Common Stock as restrictions end or pursuant to registration rights may make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

If our consolidated financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our consolidated financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our business.

If our consolidated financial statements are not accurate, investors may not have a complete understanding of our operations and financial position. In either case, there could result a material adverse effect on our business.

If we are able to raise additional capital, we do not know what the terms of any such capital raising would be. In addition, any future sale of our equity securities would dilute the ownership and control of your shares and could be at prices substantially below prices at which our shares currently trade.

In addition, any future sale of our equity securities would dilute the ownership and control of investors’ shares and could be at prices substantially below prices at which our shares currently trade. Our inability to raise capital could require us to significantly curtail or terminate our operations.

We have been in existence since June 2016 and much of our revenue growth occurred during 2021 and 2022, with a decrease of revenues noted in 2023.

We have been in existence since June 2016 and much of our revenue growth occurred during 2021 and 2022, with a decrease of revenues noted in 2023 and 2024. In addition, we have entered into a new line of business following the acquisition of Señorita, which has a limited operating history and have discontinued our Cultivation business.

Investors may experience dilution in the value of their investment upon the exercise of the warrants and any equity awards that may be granted or issued pursuant to the 2022 Omnibus Equity Incentive Plan. 29 Provisions in our articles of incorporation, our by-laws and Nevada law might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress the trading price of our Common Stock .

Provisions in our articles of incorporation, our by-laws and Nevada law might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress the trading price of our Common Stock .

There can be no assurance that the SAFE Banking Act will become law in the U.S. Additionally, most courts have denied marijuana-related businesses bankruptcy protection, thus making it very difficult for lenders to recoup their investments, which may limit the willingness of banks to lend to our clients and to us.

Additionally, most courts have denied cannabis-related businesses bankruptcy protection, thus making it very difficult for lenders to recoup their investments, which may limit the willingness of banks to lend to our customers and to us. 17 We face risks related to our insurance coverage and uninsurable risks.

In addition, our growth and success will depend to a significant extent on our ability to identify, attract, hire, train and retain qualified professional, creative, technical and managerial personnel. Competition for experience and qualified talent can be intense. We may not be successful in identifying, attracting, hiring, training and retaining such personnel in the future.

Consequently, investors may need to rely on sales of their Common Stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment.

Consequently, investors may need to rely on sales of their Common Stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Investors seeking cash dividends should not purchase our Common Stock. As a public company, we are obligated to develop and maintain proper and effective internal control over financial reporting.

If our shares of Common Stock become subject to the penny stock rules, it would become more difficult to trade our shares . The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.

Our ability to compete depends, in part, upon the successful protection of our intellectual property relating to our proprietary Agrify cultivation solution, including our flagship hardware product, the VFU, and our proprietary SaaS product, Agrify Insights™.

Our ability to compete depends, in part, upon the successful protection of our intellectual property relating to our Señorita product line and our extraction products.

This control could have the effect of delaying or preventing a change of control of our company or changes in management and will make the approval of certain transactions difficult or impossible without the support of these stockholders. The large number of shares eligible for public sale could depress the market price of our Common Stock .

This control could have the effect of delaying or preventing a change of control of our company or changes in management and will make the approval of certain transactions difficult or impossible without the support of these stockholders. Conversely, this concentrated control could allow Green Thumb to consummate such transactions that many other shareholders do not support.

We may fail to obtain any of these licenses or intellectual property rights on commercially reasonable terms. Even if we are able to obtain a license, it may be non-exclusive, thereby giving our competitors access to the same technologies licensed to us.

Even if we are able to obtain a license, it may be non-exclusive, thereby giving our competitors access to the same technologies licensed to us. In that event, we may be required to expend significant time and resources to develop or license replacement technology.

There can be no assurance that our existing clients will be able to retain their licenses going forward, or that new licenses will be granted to existing and new market entrants. 22 Banking regulations could limit access to banking services Since the use of marijuana is illegal under federal law, there is a compelling argument that banks cannot lawfully accept for deposit funds from businesses involved with marijuana.

Banking regulations could limit access to banking services Since the use of cannabis is illegal under federal law, there is a compelling argument that banks cannot lawfully accept or deposit funds from businesses involved with cannabis. Consequently, businesses involved in the cannabis industry often have trouble finding a bank willing to accept their business.

Chang and Ms. Chan, which is subject to a 49.99% beneficial ownership limitation. As a result, these stockholders will be able to exercise a significant level of control over all matters requiring stockholder approval, including the election of directors, amendment of our articles of incorporation and approval of significant corporate transactions.

As a result, Green Thumb exercises a significant level of control over all matters requiring stockholder approval, including the election of directors, amendment of our articles of incorporation and approval of significant corporate transactions. Moreover, our bylaws permit stockholders to act by written consent.

For example, the tariffs currently imposed for importing goods from China has significantly increased. Any such an increase or supply interruption could materially negatively impact our business, prospects, financial condition and operating results. We use various raw materials in our business including aluminum.

We may experience increases in the cost or a sustained interruption in the supply or shortage of raw materials. Any such an increase or supply interruption could materially negatively impact our business, prospects, financial condition and operating results.

In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

Broad market and industry factors may seriously affect the market price of companies’ stock, including ours, regardless of actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies.

These requirements include compliance with Section 404 and other provisions of the Sarbanes-Oxley Act, as well as rules implemented by the Securities and Exchange Commission, or (“SEC”), and Nasdaq. In addition, our management team also has to adapt to the requirements of being a public company.

These requirements include compliance with Section 404 and other provisions of the Sarbanes-Oxley Act, as well as rules implemented by the Securities and Exchange Commission, or (“SEC”), and Nasdaq. We expect complying with these rules and regulations will substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly.

Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. We have a relatively short operating history, which makes it difficult to evaluate our business and future prospects . We have a relatively short operating history, which makes it difficult to evaluate our business and future prospects.

Risks Related to Our Business We have a relatively short operating history, which makes it difficult to evaluate our business and future prospects . We have a relatively short operating history, which makes it difficult to evaluate our business and future prospects.

Offering integrated platforms which rely, in part, on the services of other providers lessens the control that we have over the total client experience. Should the third-party service providers we rely upon not deliver at standards we expect and desire, acceptance of our platforms could suffer, which would have an adverse effect on our business and financial performance.

Should the third-party co-manufacturers we rely upon not deliver at standards we expect and desire, acceptance of our products could suffer, which would have an adverse effect on our business and financial performance. Further, we cannot be assured of entering into agreements with such third-party co-manufacturers on economically favorable terms.

Attacks and security issues could also compromise trade secrets and other sensitive information, harming our business. As a result, we may suffer significant legal, reputational, or financial exposure, which could harm our business, financial condition, and operating results.

Attacks and security issues could also compromise trade secrets and other sensitive information, harming our business.

Our growth and success are dependent upon the continued contributions made by our Chairman of the Board and Chief Executive Officer, Raymond Chang. We rely on Mr. Chang’s expertise in business operations when we are developing new products and services. If Mr.

Our growth and success are dependent upon the continued contributions made by our Chairman of the Board and Interim Chief Executive Officer, Benjamin Kovler, and by other individuals who are employees of Green Thumb and who provide services to us under a shared services agreement. We rely on Mr.

As of December 31, 2023 the remaining balance for the TTK allowance for doubtful accounts is at $14.7 million for Bud and Mary and $4.5 million for Hannah - as the facility is approximately 75% built and won’t be operational until the remaining 25% of the construction is completed. 16 We may require additional financing to achieve our goals, and a failure to obtain this necessary capital when needed on acceptable terms, or at all, may force us to delay, limit, reduce, or terminate our product manufacturing and development, and other operations.

If we do not manage these risks successfully, our business and financial performance will be adversely affected. We may require additional financing to achieve our goals, and a failure to obtain this necessary capital when needed on acceptable terms, or at all, may force us to delay, limit, reduce, or terminate our product manufacturing and development, and other operations.

We are in the very early stages of the costly and challenging process of compiling the system and processing the documentation necessary to perform the evaluation needed to comply with Section 404. We may not be able to remediate future material weaknesses, or to complete our evaluation, testing and any required remediation in a timely fashion.

This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting. 20 We may not be able to remediate the material weaknesses that we have identified to date or any future material weaknesses, or to complete our evaluation, testing and any required remediation in a timely fashion.

We may need or may choose to obtain licenses and/or acquire intellectual property rights from third parties to advance our research or commercialization of our current or future products. We also cannot provide any assurances that third-party patents do not exist that might be enforced against our current or future products in the absence of such a license or acquisition.

We may need or may choose to obtain licenses and/or acquire intellectual property rights from third parties in connection with our current or future products and brands. We may fail to obtain any of these licenses or intellectual property rights on commercially reasonable terms.

We participate in an evolving industry The cannabis industry is not yet well-developed, and many aspects of this industry’s development and evolution cannot be accurately predicted.

Losses from these events may cause us to incur significant costs that could have a material adverse effect upon our financial performance and results of operations. We participate in an evolving industry The cannabis and hemp industries are not yet well-developed, and many aspects of these industries’ development and evolution cannot be accurately predicted.

Potential future divestitures or other transactions could adversely affect our costs, revenues, profitability and financial position.

Termination of any strategic alliances, including our shared services agreement with Green Thumb, could significantly disrupt our business. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations. 7 Past and potential future divestitures or other transactions could adversely affect our costs, revenues, profitability and financial position.

Approximately $675,000 of federal NOLs will expire if not utilized by 2036 and approximately $143.5 million of federal NOLs carryforward indefinitely but are only available to offset 80% of taxable income per year. The $82.3 million state NOLs will begin to expire by 2039.

Approximately $0.7 million of federal NOLs will expire if not utilized by 2036 and approximately $193.0 million of federal NOLs carryforward indefinitely. State net operating loss carryforwards in the amount of $115.8 million begin expiring in 2039 and approximately $12.8 million have an indefinite life.

Removed

Risks Related to Our Business and Industry We have a history of losses, expect to continue to incur losses in the near term and may not achieve or sustain profitability in the future, and as a result, our management has identified, and our auditors agreed that there is a substantial doubt about our ability to continue as a going concern.

Added

Additionally, following any business acquisition, we could experience difficulty in integrating personnel, operations, financial and other systems, and in retaining key employees and customers. We may record goodwill and other intangible assets on our consolidated balance sheet in connection with our acquisitions.

… 266 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

7 edited+0 added−12 removed0 unchanged

2023 filing

2024 filing

Biggest changeTo date, cybersecurity threats, including those resulting from any previous cybersecurity incidents, have not materially affected our Company, including our business strategy, results of operations, or financial condition. We do not believe that cybersecurity threats resulting from any previous cybersecurity incidents of which we are aware are reasonably likely to materially affect our Company.

Biggest changeWe do not believe that cybersecurity threats resulting from any previous cybersecurity incidents of which we are aware are reasonably likely to materially affect our Company. Governance Our Board oversees our risk management process, including as it pertains to cybersecurity risks, directly and through its committees.

To protect our information systems from cybersecurity threats, we rely on various security tools that are designed to help identify, escalate, investigate, resolve, and recover from security incidents in a timely manner. We have chosen Microsoft as our main provider for Cybersecurity and Governance services.

To protect our information systems from cybersecurity threats, we rely on various security tools that are designed to help identify, escalate, investigate, resolve, and recover from security incidents in a timely manner. We have chosen Microsoft Corporation as our main provider for Cybersecurity and Governance services.

Item 1C. Cybersecurity Risk Management We have implemented best-practices to assess risks from cybersecurity threats; monitor our information systems for potential vulnerabilities; and test those systems pursuant to our cybersecurity policies, processes, and practices, which are integrated into our overall risk management program (see section “Services Overview” for details on each service we use).

Item 1C. Cybersecurity Risk Management We have implemented practices to assess risks from cybersecurity threats; monitor our information systems for potential vulnerabilities; and test those systems pursuant to our cybersecurity policies, processes, and practices, which are integrated into our overall risk management program.

Our Technology Risk Management Committee, currently including our Vice President of Information Technology, In-house General Counsel, General Manager, Director of Operations and Vice President of Technical Operations, assesses risks based on probability and potential impact to key business systems and processes. Risks that are considered high are addressed promptly and documented to be incorporated into our overall risk management program.

Our technology management team assesses risks based on probability and potential impact to key business systems and processes. Risks that are considered high are addressed promptly and documented to be incorporated into our overall risk management program.

A mitigation plan is developed for each identified high risk, with progress reported to the Technology Risk Management Committee and tracked as part of our overall risk management program overseen by the Audit Committee of our board of directors.

A mitigation plan is developed for each identified high risk, with progress reported to the technology management team and tracked as part of our overall risk management program overseen by Board and its Audit Committee. 24 To date, cybersecurity threats, including those resulting from any previous cybersecurity incidents, have not materially affected our Company, including our business strategy, results of operations, or financial condition.

Governance Our board of directors oversees our risk management process, including as it pertains to cybersecurity risks, directly and through its committees. The Audit Committee of the board oversees our risk management program, which focuses on the most significant risks we face in the short-, intermediate-, and long-term timeframe.

The Audit Committee of the board oversees our risk management program, which focuses on the most significant risks we face in the short-, intermediate-, and long-term timeframe. The Audit Committee reviews our cybersecurity risk profile with management on a periodic basis using key performance and/or risk indicators.

The Audit Committee reviews our cybersecurity risk profile with management on a periodic basis using key performance and/or risk indicators. These key performance indicators are metrics and measurements designed to assess the effectiveness of our cybersecurity program in the prevention, detection, mitigation, and remediation of cybersecurity incidents.

These key performance indicators are metrics and measurements designed to assess the effectiveness of our cybersecurity program in the prevention, detection, mitigation, and remediation of cybersecurity incidents. We take a risk-based approach to cybersecurity and have implemented cybersecurity policies throughout our operations that are designed to address cybersecurity threats and incidents.

Removed

We take a risk-based approach to cybersecurity and have implemented cybersecurity policies throughout our operations that are designed to address cybersecurity threats and incidents. 36 Services Overview The following section outlines the services we utilize to facilitate Cyber Security Risk Management: AWS (Amazon Web Services) Description of Service AWS, short for Amazon Web Services, is a comprehensive cloud computing platform offered by Amazon.

Removed

It provides on-demand access to various computing resources like servers, storage, networking, databases, analytics, machine learning, and more. AWS eliminates the need for physical hardware investments and gives organizations flexibility and scalability.

Removed

Key Services Amazon S3 (scalable object storage), Amazon EC2 (virtual servers), Amazon RDS (managed databases), Amazon CloudFront (Content Delivery Network) Use Case Hosting websites/applications, scaling infrastructure, storing/analyzing data, deploying machine learning models, managing databases Microsoft Azure/EntraID Description of Service A cloud computing platform offered by Microsoft, delivering a range of services for building, deploying, and managing applications.

Removed

Azure supports various programming languages, tools, and frameworks for efficient development and scaling of applications.

Removed

Key Services Virtual machines, Storage, Databases, Networking, Analytics, AI/ML, IoT, DevOps tools Use Case Scaling applications, hybrid cloud solutions, data analysis, building predictive models, continuous integration and deployment (CI/CD) Microsoft 365 Description of Service A suite of productivity and collaboration tools combining familiar Office apps, cloud-based services, and robust security features.

Removed

Key Services Microsoft Office (Word, Excel, PowerPoint, Outlook, OneDrive), SharePoint, Teams Use Case Collaboration, email, document creation, cloud storage, security & compliance, mobile productivity, automation (Power Automate) 37 Zendesk Description of Service Customer service software centralizing and automating customer support for seamless interactions across email, live chat, social media, and self-service portals. Provides ticketing, reporting, analytics, and integrations.

Removed

Key Services Ticketing system, Knowledge base, Live chat, Reporting & analytics Use Case Efficient customer support, tracking support performance, self-service options, improving the overall customer experience Microsoft Defender & Microsoft Defender for O365 Description of Service Microsoft Defender ATP (Advanced Threat Protection) is a comprehensive security solution developed by Microsoft to protect businesses against advanced cyber threats.

Removed

It combines endpoint security capabilities, advanced analytics, and cloud-based intelligence to provide real-time threat detection, prevention, and response.

Removed

Key Services Advanced threat detection, Endpoint visibility, Threat hunting, Incident response, Integrates with security tools Use Case Proactive cybersecurity, real-time alerts, endpoint analysis ConnectWise ScreenConnect Description of Service Remote support, access, and meeting software for efficient IT troubleshooting, user assistance, presentations, and collaboration.

Removed

Key Features Secure remote connections, Screen sharing, Remote control, File transfer, Chat, Session recording Use Case Streamline IT support, troubleshoot remotely, reduce on-site visits 38 SolidWorks Server Description of Service Central storage/collaboration system for managing SolidWorks CAD files within an organization. Provides a secure, scalable, and efficient environment for teams.

Removed

Key Features Centralized storage, Collaboration, Version control, Secure access, Replication, Backup, SolidWorks integration Use Case Securely storing design files, efficient collaboration, managing versions/history, streamlining workflows. Ubiquiti UniFi Dream Machine (UDM) Description of Service All-in-one network device for small-to-medium businesses, combining a router, firewall, switch, and wireless access point.

Removed

Key Features UniFi Network Controller (manage network), Wireless connectivity (Wi-Fi 5/6), Firewall & security, Performance optimization, Scalability, Remote management.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed0 unchanged

2023 filing

2024 filing

Biggest changeOur properties include office spaces, showrooms, and warehouses used for research and development, operational, sales, management, and administrative purposes. All of our facilities are leased. We believe our facilities are adequate for our needs and believe that we should be able to renew any of our existing leases or secure similar property without an adverse impact on our operations.

Biggest changeWe believe our facilities are adequate for our needs and believe that we should be able to renew any of our existing leases or secure similar property without an adverse impact on our operations.

Item 2. Properties. Our corporate headquarters is in Troy, Michigan where we occupy approximately 15,825 square feet of office, warehousing, and light industrial space under a lease that expires in 2026. We lease properties located within various geographic regions in which we conduct business, including Colorado, Georgia, and Michigan.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−1 removed1 unchanged

2023 filing

2024 filing

Biggest changeFor information related to significant legal proceedings in which we are involved, see the discussion under the caption Legal Matters in Note 16 - Commitments and Contingencies and Note 18 - Subsequent Events to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10K, which information is incorporated by reference into this Item 3.

Biggest changeFor information related to significant legal proceedings in which we are involved, see the discussion under the caption Legal Matters in Note 18 - Commitments and Contingencies to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10K, which information is incorporated by reference into this Item 3. Item 4. Mine Safety Disclosures.

Removed

Item 4. Mine Safety Disclosures. Not applicable. 39 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+0 added−1 removed0 unchanged

2023 filing

2024 filing

Biggest changeRecent Sales of Unregistered Securities There were no sales of unregistered securities during the year ended December 31, 2023 that were not previously disclosed in a Current Report on Form 8-k or Quarterly Report on Form 10-Q.

Biggest changeRecent Sales of Unregistered Securities There were no sales of unregistered securities during the year ended December 31, 2024 that were not previously disclosed in a Current Report on Form 8-K or Quarterly Report on Form 10-Q. Item 6. [Reserved]. 26

Such numbers do not include beneficial owners holding shares of our Common Stock in nominee or “street” name through various brokerage firms. Dividends We have never paid cash dividends on any of our capital stock and currently intend to retain our future earnings, if any, to fund the development and growth of our business.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities . Market Information Our Common Stock is traded on the Nasdaq Capital Market under the symbol “AGFY.” Holders of Record As of March 24, 2024, there were 62 holders of record of our Common Stock.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities . Market Information Our Common Stock is traded on the Nasdaq Capital Market under the symbol “AGFY.” Holders of Record As of March 15, 2025, there were 55 holders of record of our Common Stock.

Removed

Securities Authorized for Issuance under Equity Compensation Plans For information concerning our equity compensation plan, see Part III, Item 12 of this Annual Report on Form 10-K. Equity Repurchases None.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

79 edited+103 added−124 removed21 unchanged

2023 filing

2024 filing

Biggest changeSummary Statement of Cash Flows The following table presents the major components of net cash flows from and used in operating, investing, and financing activities for the years ended December 31, 2023 and 2022: (In thousands) December 31, 2023 December 31, 2022 Net cash (used in) provided by: Operating activities $ (30,974 ) $ (72,021 ) Investing activities 25,174 (2,317 ) Financing activities (4,227 ) 72,781 Net decrease in cash, cash equivalents, and restricted cash $ (10,027 ) $ (1,557 ) 59 Cash Flows from Operating Activities For the year ended December 31, 2023, we incurred a net loss of $18.6 million primarily due to the $4.7 million related to the change in fair value of warrant liabilities, $1.9 million of depreciation and amortization, $2.7 million of stock based compensation expense, and $24 thousand of debt issuance costs.

Biggest changeFor the year ended December 31, 2023, we incurred a net loss of $18.6 million primarily due to $4.7 million related to the change in fair value of warrant liabilities, $1.9 million of depreciation and amortization, $2.7 million of stock based compensation expense, and $24 thousand of debt issuance costs.

This method is based on the cost of the services from third parties, plus a reasonable markup that we believe is reflective of a market-based reseller margin. 45 We determine the SSP for services in time and materials contracts by observable prices in standalone services arrangements.

This method is based on the cost of the services from third parties, plus a reasonable markup that we believe is reflective of a market-based reseller margin. We determine the SSP for services in time and materials contracts by observable prices in standalone services arrangements.

Our assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own Common Stock among other conditions for equity classification.

Management’s assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own Common Stock among other conditions for equity classification.

Factors that could lead to a future impairment include material uncertainties such as a significant reduction in projected revenues, a deterioration of projected financial performance, future acquisitions and/or mergers, and a decline in our market value as a result of a significant decline in our stock price.

Factors that could lead to a future impairment include material uncertainties such as a significant reduction in projected revenues, a deterioration of projected financial performance, future acquisitions and/or mergers, and a decline in our market value as a result of a significant sustained decline in our stock price.

Cash Flows from Investing Activities For the year ended December 31, 2023, net cash provided by investing activities was approximately $25.2 million, which included cash inflows of $10.5 million in proceeds from sale of securities and $15.1 million in proceeds from repayment of loan receivable, and cash outflows of $0.6 million related to a certain loan issuance of loan and $0.3 million in purchases of property and equipment.

For the year ended December 31, 2023, net cash provided by investing activities was approximately $25.2 million, which included cash inflows of $10.5 million in proceeds from sale of marketable securities and $15.1 million in proceeds from repayment of loan receivable, and cash outflows of $0.6 million related to a certain loan issuance and $0.3 million in purchases of property and equipment.

To regain compliance with the Minimum Bid Requirement, the closing bid price of our common stock must be at least $1.00 per share for a minimum of 10 consecutive trading days during this 180-day compliance period, unless the Staff exercises its discretion to extend this period pursuant to Nasdaq Listing Rule 5810(c)(3)(H).

To regain compliance with the Minimum Bid Requirement, the closing bid price of our Common Stock must be at least $1.00 per share for a minimum of 10 consecutive trading days during this 180-day compliance period, unless the Staff exercises its discretion to extend the minimum trading day period pursuant to Nasdaq Listing Rule 5810(c)(3)(G).

ASC 740-10-25-10, “Basic Recognition Threshold” provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. ASC 740-10- 25-10 clarifies that a tax position can be effectively settled upon the completion of an examination by a taxing authority.

ASC 740, “Basic Recognition Threshold” provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. ASC 740 clarifies that a tax position can be effectively settled upon the completion of an examination by a taxing authority.

Net cash used in financing activities was primarily driven by the repayment of certain of our debt instruments of $10.3 million, and payments on insurance financing loans of $1.3 million, offset by proceeds generated from the sale of securities pursuant to our “at the market” program, net, of $1.5 million and proceeds from issuance of a related party note of $4.4 million.

We receive payment from customers based on specified terms that are generally less than 30 days from the satisfaction of performance obligations. There are no contract assets related to performance under the contract. The difference in the opening and closing balances of our deferred revenue primarily results from the timing difference between our performance and the customer’s payment.

We receive payment from customers based on specified terms that are generally less than 30 days from the satisfaction of performance obligations. There are no contract assets related to performance under the contract. The difference in the opening and closing balances of our contract liabilities primarily results from the timing difference between our performance and the customer’s payment.

For tax positions considered effectively settled, we recognize the full amount of the tax benefit. 51 Accounting for Stock-Based Compensation We follow the provisions of ASC Topic 718, Compensation-Stock Compensation (“ASC 718”) which establishes standards surrounding the accounting for transactions in which an entity exchanges our equity instruments for goods or services.

For tax positions considered effectively settled, we recognize the full amount of the tax benefit. Accounting for Stock-Based Compensation We follow the provisions of ASC Topic 718, Compensation - Stock Compensation (“ASC 718”) establishes standards surrounding the accounting for transactions in which an entity exchanges its equity instruments for goods or services.

Revenue Recognition We enter into contracts that may include various combinations of equipment, services and construction, which are generally capable of being distinct and accounted for as separate performance obligations. Contracts with customers often include promises to transfer multiple products and services to a customer.

We enter into contracts that may include various combinations of equipment and services, which are generally capable of being distinct and accounted for as separate performance obligations. Contracts with customers often include promises to transfer multiple products and services to a customer.

On May 17, 2023, we received a second notice from Nasdaq (the “May Nasdaq Notice”) that we remained noncompliant with Nasdaq Listing Rule 5250(c)(1) as a result of our failure to file our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “First Quarter Form 10-Q”) with the SEC by the required due date.

On May 17, 2023, we received a second notice from Nasdaq that we remained noncompliant with Nasdaq Listing Rule 5250(c)(1) as a result of our failure to file our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 with the SEC by the required due date.

Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Once we determine the performance obligations, it determines the transaction price, which includes estimating the amount of variable consideration to be included in the transaction price, if any.

Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Once we determine the performance obligations, the transaction price is determined, which includes estimating the amount of variable consideration to be included in the transaction price, if any.

We then allocate the transaction price to each performance obligation in the contract based on the SSP. The corresponding revenue is recognized as the related performance obligations are satisfied. Judgment is required to determine the SSP for each distinct performance obligation.

We then allocate the transaction price to each performance obligation in the contract based on the Standalone Selling Price (“SSP”). The corresponding revenue is recognized as the related performance obligations are satisfied. Judgment is required to determine the SSP for each distinct performance obligation.

Due to the nature of our contracts, these reporting requirements are not applicable. The majority of our remaining contracts meet certain exemptions as defined in ASC 606-10-50-14 through 606-10-50-14A, including (i) performance obligation is part of a contract that has an original expected duration of one year or less and (ii) the right to invoice practical expedient.

Due to the nature of our contracts, these reporting requirements are not applicable. The majority of our remaining contracts meet certain exemptions as defined in ASC 606, including (i) performance obligation is part of a contract that has an original expected duration of one year or less and (ii) the right to invoice practical expedient.

Accounting for Business Combinations We allocated the purchase price of acquired companies to the tangible and intangible assets acquired, including in-process research and development assets, and liabilities assumed, based upon their estimated fair values at the acquisition date. These fair values are typically estimated with assistance from independent valuation specialists.

Business Combinations We allocated the purchase price of acquired companies to the tangible and intangible assets acquired according to ASC 805, Business Combinations, including in-process research and development assets, and liabilities assumed, based upon their estimated fair values at the acquisition date. These fair values are typically estimated with assistance from independent valuation specialists.

The Offering was made pursuant to a registration statement on Form S-1 that we filed with the Securities and Exchange Commission on January 26, 2024 and was declared effective on February 14, 2024. Raymond Chang, our Chairman and Chief Executive Officer, participated in the offering on the same terms as other investors.

The Offering was made pursuant to a registration statement on Form S-1 that we filed with the SEC on January 26, 2024 and was declared effective on February 14, 2024. Raymond Chang, our former Chairman and Chief Executive Officer, participated in the offering on the same terms as other investors.

In accordance with ASC 606 “Revenue Recognition”, we recognize revenue from contracts with customers using a five-step model, which is described below: ● identify the customer contract; ● identify performance obligations that are distinct; ● determine the transaction price; ● allocate the transaction price to the distinct performance obligations; and ● recognize revenue as the performance obligations are satisfied.

In accordance with ASC 606, Revenue Recognition (“ASC 606”), we recognize revenue from contracts with customers using a five-step model, which is described below: ● identify the customer contract; ● identify performance obligations that are distinct; ● determine the transaction price; ● allocate the transaction price to the distinct performance obligations; and ● recognize revenue as the performance obligations are satisfied.

Other G&A expenses include, but are not limited to, professional fees for legal, consulting, depreciation and amortization, and accounting services, as well as facility-related costs. G&A expenses decreased by $54.3 million, or 74%, for the year ended December 31, 2023, compared to the same period in 2022.

Other SG&A expenses include, but are not limited to, professional fees for legal, consulting, depreciation and amortization and accounting services, as well as facility-related costs. SG&A expenses decreased by $3.8 million, or 23%, for the year ended December 31, 2024, compared to the same period in 2023.

Additionally, on March 5, 2024, we received a deficiency letter from the Listing Qualifications Department of Nasdaq notifying us that, for the last 30 consecutive business days, the bid price for our common stock had closed below $1.00 per share, which is the minimum closing price required to maintain continued listing on the Nasdaq Stock Market under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”).

On March 5, 2024, we received a deficiency letter from Nasdaq notifying us that, for the last 30 consecutive business days, the bid price for our Common Stock had closed below $1.00 per share, which is the minimum closing price required to maintain continued listing on the Nasdaq Stock Market under the Minimum Bid Requirement.

Public Offering On February 27, 2024, we entered into a placement agency agreement with Alexander Capital, LP as placement agent, pursuant to which we agreed to issue and sell an aggregate of 2,760,000 shares of common stock, and, in lieu of common stock to certain investors that so chose, pre-funded warrants to purchase 3,963,684 shares of common stock.

Public Offering On February 27, 2024, we entered into a placement agency agreement with Alexander Capital, LP as placement agent, pursuant to which we agreed to issue and sell an aggregate of 184,000 shares of Common Stock, and, in lieu of Common Stock to certain investors that so chose, Pre-Funded Warrants (“Pre-Funded Warrants”) to purchase 264,245 shares of Common Stock.

The public offering price for each share of common stock was $0.38, and the offering price for each pre-funded warrant was $0.379, which equals the public offering price per share of the common stock, less the $0.001 per share exercise price of each pre-funded warrant.

The public offering price for each share of Common Stock was $5.70, and the offering price for each Pre-Funded Warrant was $5.69, which equals the public offering price per share of the Common Stock, less the $0.001 per share exercise price of each Pre-Funded Warrant.

We recognize deferred revenue when consideration has been received or an amount of consideration is due from the customer, and we have a future obligation to transfer certain proprietary products. In accordance with ASC 606-10-50-13, we are required to include disclosure on its remaining performance obligations as of the end of the current reporting period.

We recognize contract liabilities when consideration has been received or an amount of consideration is due from the customer, and we have a future obligation to transfer certain proprietary products. 35 In accordance with ASC 606, we are required to include disclosure on our remaining performance obligations as of the end of the current reporting period.

Examples of critical estimates in valuing certain of the intangible assets we have acquired or may acquire in the future include but are not limited to: ● future expected cash flows from software license sales, support agreements, consulting contracts, other customer contracts, and acquired developed technologies; ● expected costs to develop in-process research and development into commercially viable products and estimated cash flows from the projects when completed; ● the acquired company’s brand and competitive position, as well as assumptions about the period of time the acquired brand will continue to be used in the combined company’s product portfolio; ● cost of capital and discount rates; and ● estimating the useful lives of acquired assets as well as the pattern or manner in which the assets will amortize. 49 The fair value estimates related to the various identified intangible assets were determined under various valuation approaches including the Income Approach, Relief-from-Royalty Method, and Discounted Cash Flow Method.

We typically satisfy our performance obligations for equipment sales when equipment is made available for shipment to the customer; for services sales as services are rendered to the customer and for construction contracts both as services are rendered and when contract is completed. We utilize the cost-plus margin method to determine the SSP for equipment and build-out services.

We typically satisfy our performance obligations for equipment sales when equipment is made available for shipment to the customer; for services sales as services are rendered to the customer. We utilize the cost-plus margin method to determine the SSP for equipment and services.

On August 16, 2023, we received a third notice from Nasdaq that we remain noncompliant with Nasdaq Listing Rule 5250(c)(1) as a result of our failure to file our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023 (the “Second Quarter Form 10-Q”) with the SEC by the required filing date (the “August Nasdaq Notice” and, together with the April Nasdaq Notice and the May Nasdaq Notice, the “Nasdaq Notices”).

On August 16, 2023, we received a third notice from Nasdaq that we remained noncompliant with Nasdaq Listing Rule 5250(c)(1) as a result of our failure to file our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023 with the SEC by the required filing date.

We base our estimates on historical experience and other market-specific or other relevant assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from those estimates or assumptions. See below for detail on how certain accounting estimates are determined.

Nasdaq Notices and Hearing On April 18, 2023, we received a notice (the “April Nasdaq Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) that we were noncompliance with Nasdaq Listing Rule 5250(c)(1) as a result of our failure to file our Annual Report on Form 10-K (the “Form 10-K”) with the SEC by the required due date.

On April 18, 2023, we received a notice from Nasdaq that we were noncompliant with Nasdaq Listing Rule 5250(c)(1) as a result of our failure to file our Annual Report on Form 10-K with the SEC by the required due date.

We filed each of the Delinquent Reports between November 28, 2023 and January 3, 2024. 43 On December 1, 2023, we received a notice Nasdaq stating that because we reported stockholders’ equity of $(17.17) million in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, we were no longer in compliance with Nasdaq Listing Rule 5550(b)(1), which requires that listed companies maintain a minimum of $2.5 million in stockholders’ equity.

On December 1, 2023, we received a notice from Nasdaq stating that because we reported stockholders’ equity of $(17.17) million in our Quarterly Report on Form 10-Q for the quarter ended March 30, 2023, we were no longer in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Primary Equity Listing Rule”), which requires that listed companies maintain a minimum of $2.5 million in stockholders’ equity.

Reverse Stock Splits On October 18, 2022, we effected a 1-for-10 reverse stock split on our Common Stock. On July 5th, 2023, we effected a 1-for-20 reverse stock split on our Common Stock. All share and per information has been retroactively adjusted to give effect to the reverse stock splits for all periods presented, unless otherwise indicated.

All share and per share information has been retroactively adjusted to give effect to the reverse stock split for all periods presented unless otherwise indicated. On October 8, 2024, we effected a 1-for-15 reverse stock split of our common stock.

The Notice had no immediate effect on the listing of our common stock on Nasdaq. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have 180 calendar days to regain compliance with the Minimum Bid Requirement.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we had 180 calendar days to regain compliance with the Minimum Bid Requirement.

Immediately following the execution of the Restated Note, the New Lender immediately elected to convert approximately $3.9 million of outstanding principal into an aggregate of 2,671,633 shares of common stock, and assigned its rights to receive such shares to entities affiliated with Mr. Chang and Ms. Chan.

Immediately following the execution of the Restated Note, CP immediately elected to convert approximately $3.9 million of outstanding principal into an aggregate of 178,108 shares of Common Stock, and assigned its rights to receive such shares to entities affiliated with Mr. Chang and Ms. Chan. Following the conversion, there was $15.0 million in principal amount outstanding under the Restated Note.

On October 17, 2023, we received a Staff Delisting Determination (the “Staff Determination”) from the Listing Qualifications Department of Nasdaq notifying us that we were not in compliance with Nasdaq’s continued listing requirements under the Listing Rule as a result of our failure to file the First Quarter Form 10-Q, the Second Quarter Form 10-Q and the Form 10-K (collectively, the “Delinquent Reports”) in a timely manner.

On October 17, 2023, we received a Staff Delisting Determination (the “Staff Determination”) from the Listing Qualifications Department of Nasdaq notifying us that we were not in compliance with Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1) as a result of its failure to file the delinquent reports in a timely manner.

We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815.

Warrants We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC Topic 815, Derivatives and Hedging (“ASC 815”).

For the years ended December 31, 2023 and 2022, we did not have any such financial income. Payment terms with customers typically require payment 30 days from the invoice date. Our agreements with customers do not provide for any refunds for services or products and therefore no specific reserve for such is maintained.

Payment terms with customers typically require payment in advance or payment 30 days from invoice date. Our agreements with customers do not provide for any refunds for services or products and therefore no specific reserve for such is maintained.

We generally provide a one-year warranty on our products for materials and workmanship but may provide multiple-year warranties as negotiated, and will pass on the warranties from its vendors, if any, which generally covers this one-year period. In accordance with ASC 450-20-25, we accrue for product warranties when the loss is probable and can be reasonably estimated.

Actual results and the timing of events may differ materially from those stated in or implied by these forward-looking statements due to a number of factors, including those discussed in the sections entitled “Risk Factors,” “Cautionary Statement regarding Forward-Looking Statements” and elsewhere in this report. 40 Overview We are one of the most innovative providers of advanced cultivation and extraction solutions for the cannabis industry, bringing data, science, and technology to the forefront of the market.

(“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.

We follow the provisions of ASC 740-10-25-5, “Basic Recognition Threshold.” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained.

A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. 36 We follow the provisions of ASC 740, “Basic Recognition Threshold.” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained.

Financial Overview Critical Accounting Estimates Our management’s discussion and analysis of our financial position and results of operations is based on our financial statements, which have been prepared in accordance with GAAP.

Financial Overview Critical Accounting Policies and Significant Judgments and Estimates Our management’s discussion and analysis of our financial position and results of operations is based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. The preparation of financial statements in conformity with U.S.

It is important that the discussion of our operating results that follows be read in conjunction with the critical accounting policies disclosed above. Results of Operations We have incurred recurring losses to date.

As permitted under ASC 718, the Company has made an accounting policy choice to account for forfeitures when they occur. It is important that the discussion of our operating results that follows be read in conjunction with the critical accounting policies disclosed above. Results of Operations We have incurred recurring losses to date.

The Company takes physical inventory at least once annually at all inventory locations. Fair Value of Warrant Liabilities The estimated fair value of the warrant liabilities on December 31, 2023 and 2022 is determined using Level 3 inputs. Inherent in a Black-Scholes option-pricing model are assumptions used in calculating the estimated fair values that represent the Company’s best estimate.

The fair value of the warrant liabilities are estimated using a Black-Scholes option-pricing model. The estimated fair value of the warrant liabilities is determined using Level 3 inputs. Inherent in a Black-Scholes option-pricing model are assumptions used in calculating the estimated fair values that represent our best estimate.

Significant estimates include assumptions about collection of accounts and notes receivable, the valuation and recognition of stock-based compensation expense, valuation allowance for deferred tax assets, the valuation of inventory, and useful life of fixed assets and intangible assets.

Actual results could differ from those estimates. Significant estimates include assumptions about collection of accounts receivable, the valuation and recognition of stock-based compensation expense, valuation allowance for deferred tax assets, goodwill, impairment of long-lived assets, provision for litigation, inventory reserve, fair value measurements and useful life of fixed assets and intangible assets.

The primary drivers of the year-over-year decrease of G&A expenses were largely attributable to a decrease in bad debt expenses, of approximately $36.8 million, a decrease in depreciation expense, of approximately $1 million, a decrease in stock based compensation, of approximately $1.6 million, a decrease in salaries and related costs for personnel, of approximately $3.4 million, a decrease in insurance expenses of approximately $0.6 million.

The primary drivers of the year-over-year decrease of SG&A expenses were largely attributable to reductions in salaries and related costs of approximately $2.1 million, a decrease in stock-based compensation, of approximately $1.7 million, a decrease in insurance expenses, of approximately $1.5 million, and a decrease in consulting expenses of approximately $0.6 million.

Chan or their affiliates, in which case the 49.99% beneficial ownership limitation will apply to each of them individually, (iii) extending the maturity date to December 31, 2025, (iv) increasing the interest rate from 9% to 10% per annum, (v) increasing the default interest from 15% to 18% per annum, and (vi) providing for the payment of interest every six months, or in lieu of cash interest payments, we may issue shares as payments-in-kind at a conversion price equal to the higher of (i) $1.46 or (ii) a 20% discount to our trailing seven-day volume weighted average price as of the date of interest payment.

The Restated Note amended the terms of the Convertible Note by, among other things, (i) reducing the conversion price to $1.46 per share of our “Common Stock”), (ii) increasing the beneficial ownership limitation to 49.99% with respect to any individual or group, provided that CP could assign its right to receive shares upon conversion to Raymond Chang, our former Chairman and Chief Executive Officer and/or I-Tseng Jenny Chan, a former member of the Board, or their affiliates, in which case the 49.99% beneficial ownership limitation would have applied to each of them individually, (iii) extending the maturity date to December 31, 2025, (iv) increasing the interest rate from 9% to 10% per annum, (v) increasing the default interest from 15% to 18% per annum, and (vi) providing for the payment of interest every six months, or in lieu of cash interest payments, we could issue shares of our Common Stock as payments-in-kind at a conversion price equal to the higher of (i) $1.46 or (ii) a 20% discount to our trailing seven-day volume weighted average price as of the date of interest payment.

Cost of Goods Sold Cost of goods sold represents a combination of the following: construction-related costs associated with our facility build-outs, internal and outsourced labor and material costs associated with the assembly of both cultivation equipment (primarily VFUs), and extraction equipment, as well as labor and parts costs associated with the sale or provision of other products and services.

The comparative decrease in revenue was primarily driven by increased discounting. 38 Cost of Goods Sold Cost of goods sold represents a combination of the following: internal and outsourced labor and material costs associated with the assembly of extraction equipment, as well as labor and parts costs associated with the sale or provision of other products and services.

On January 30, 2024, we received formal notice that the Panel had granted our request for an exception through April 15, 2024 to evidence compliance with Rule 5550(b)(1), which represents the full extent of the Panel’s discretion to grant continued listing.

On January 30, 2024, we received formal notice that the Panel had granted our request for an exception through April 15, 2024 to evidence compliance with the Primary Equity Listing Rule, which was subsequently extended to May 22, 2024.

For issued or modified warrants that are precluded from equity classification, they are recorded as a liability at their initial fair value on the date of issuance and subject to remeasurement on each balance sheet date with changes in the estimated fair value of the warrants to be recognized as an unrealized gain or loss in the consolidated statements of operations.

For issued or modified warrants that are precluded from equity classification, they are recorded as a liability at their initial fair value on the date of issuance and marked-to-market each reporting period with the changes in fair value of warrant liabilities recorded in other income (expense), net in the accompanying consolidated statements of operations until the warrants are exercised.

Goodwill is not amortized but is tested for impairment at least annually in the fourth quarter of the year, or more frequently if events or changes in circumstances indicate that the carrying amount of the goodwill may not be recoverable. We have determined that we are a single reporting unit for the purpose of conducting the goodwill impairment assessment.

Goodwill We recognize the excess of the purchase price over the fair value of identifiable net assets acquired as goodwill. Goodwill is not amortized but is tested for impairment at least annually in the fourth quarter of the year, or more frequently if events or changes in circumstances indicate that the carrying amount of the goodwill may not be recoverable.

The net proceeds from the public offering were approximately $2.2 million, after deducting placement agent fees and commissions and expenses. The public offering closed on February 28, 2024. 44 Use of Estimates The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the U.S.

The net proceeds from the public offering were approximately $2.2 million, after deducting placement agent fees and commissions and expenses. The public offering closed on February 28, 2024.

Loss on extinguishment of notes payable Change in loss on extinguishment of notes payable decreased by $34.7 million, or (89)%, for the year ended December 31, 2023, compared to the same period in 2022. The decrease is related to related to the extinguishment of the SPA Note recorded in prior period discussed in Note 9.

Loss on extinguishment of notes payable Change in loss on extinguishment of notes payable decreased by $4.3 million, or 100%, for the year ended December 31, 2024, compared to the same period in 2023.

We determine SSP based on the price at which the performance obligation is sold separately and the methods of estimating SSP under the guidance of ASC 606-10-32-33. If the SSP is not observable through past transactions, we estimate the SSP, considering available information such as market conditions, expected margins, and internally approved pricing guidelines related to the performance obligations.

If the SSP is not observable through past transactions, we estimate the SSP, taking into account available information such as market conditions, expected margins, and internally approved pricing guidelines related to the performance obligations.

Change in fair value of warrant liability Change in fair value of warrant liability decreased by $46.8 million, or (91)%, for the year ended December 31, 2023, compared to the same period in 2022. The decrease is related to the fair value of warrants discussed in Note 4.

Change in fair value of warrant liability Change in fair value of the warrant liability increased by $22.6 million, or 481%, for the year ended December 31, 2024, compared to the same period in 2023. The increase is related to the measurement of certain warrants upon reclassification to equity.

The Junior Secured Note bore interest at a rate of 10% per annum, had a maturity date of December 31, 2023, and could be prepaid without any fee or penalty. The Junior Secured Note was a junior secured obligation.

The GIC Note bore interest at a rate of 10% per annum, would mature in full on August 6, 2023, and could be prepaid without any fee or penalty. The GIC Note ranked junior to all existing secured indebtedness.

Internal-use software is amortized on a straight-line basis over the estimated useful life of the asset, which ranges from two to five years. Income Taxes We account for income taxes pursuant to the provisions of ASC Topic 740, “Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes.

Income Taxes We account for income taxes pursuant to the provisions of ASC Topic 740, Income Taxes (“ASC 740”) which requires, among other things, an asset and liability approach to calculating deferred income taxes.

ASC 718 focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions, such as options issued under our Stock Option Plans. Refer to the Critical Accounting Estimates section above for further detail on accounting for stock compensation.

ASC 718 focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions, such as options issued under our Stock Option Plans, as defined in Note 12 – Stockholder’s Equity. The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model.

Net cash was increased by changes in operating assets and liabilities of $13.7 million. For the year ended December 31, 2022, cash used in operating activities consists of net income adjusted for non-cash benefits and expenses, and changes in operating assets and liabilities.

Net cash was increased by changes in operating assets and liabilities of $13.7 million.

We timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”), which hearing was held on January 11, 2024. At the hearing, we presented a plan to regain compliance with Nasdaq Listing Rule 5550(b)(1).

In response, we timely requested a hearing before a Nasdaq Hearings Panel (the “Panel”), which stayed any further action by the Listing Qualifications Staff. The hearing was held on January 11, 2024.

On an ongoing basis, we evaluate estimates, which include estimates related to accruals, stock-based compensation expense, reported amounts of revenues and expenses during the reported period, fair value of warrant liabilities, sales tax liabilities, and net realizable value of inventory and collectibility of trade accounts and loans receivable.

GAAP requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, we evaluate estimates, which include estimates related to accruals, stock-based compensation expense, recoverability of goodwill and reported amounts of revenues and expenses during the reported period.

For the year ended December 31, 2022, cash provided by investing activities of $2.3 million.

Cash Flows from Financing Activities For the year ended December 31, 2024, net cash provided by financing activities was $42.4 million.

Note Amendment, Consolidation and Conversion On January 25, 2024, following stockholder approval at an annual meeting of stockholders on January 8, 2024, we and the New Lender consolidated the outstanding principal and interest due under the Junior Secured Note and the Exchange Note into the Convertible Note and amended and restated the Convertible Note (as amended and restated, the “Restated Note”), with an outstanding principal amount of approximately $18.9 million at the time of issuance of the Restated Note.

Consolidated CP Acquisitions Note On January 25, 2024, we and CP consolidated the outstanding principal and interest due under the Junior Secured Note and the Exchange Note as well as the interest due under the Convertible Note into the Convertible Note (collectively, with the Junior Secured Note and the Exchange Note, the “Consolidated Notes”), and amended and restated the Convertible Note with the Restated Note having a total outstanding principal of $18.3 million.

The following table provides a breakdown of our cost of goods sold for the years ended December 31, 2023 and 2022: Year Ended December 31, (In thousands) 2023 2022 Change % Change Cultivation solutions, including ancillary products and services $ 1,747 $ 27,513 $ (25,766 ) (94 )% Facility build-outs 971 31,588 (30,617 ) (97 )% Extraction solutions 8,872 30,953 (22,081 ) (71 )% Total cost of goods sold $ 11,590 $ 90,054 $ (78,464 ) (87 )% Cost of goods sold decreased by $78 million, or 87%, for the year ended December 31, 2023, as compared to the same period in 2022.

The following table provides a breakdown of our cost of goods sold from continuing operations for the years ended December 31, 2024 and 2023: Year Ended December 31, (In thousands) 2024 2023 Change % Change Ancillary products and services $ 1,804 $ 2,252 $ (448 ) (20 )% Extraction solutions 7,123 8,872 (1,749 ) (20 )% Hemp-derived beverages 88 — 88 100 % Total cost of goods sold $ 9,015 $ 11,124 $ (2,109 ) (19 )% Cost of goods sold decreased by $2.1 million, or 19%, for the year ended December 31, 2024, as compared to the same period in 2023.

Following the conversion, there was $15.0 million in principal amount outstanding under the Restated Note. 42 Mack Molding Settlement and Warrant Issuance Immediately prior to the note purchase described above on October 27, 2023, and with an effective date as of October 18, 2023, we entered into a Modification and Settlement Agreement (the “Modification Agreement”) with Mack Molding Company (“Mack”).

Mack Molding Modification Agreement On October 27, 2023, and effective as of October 18, 2023, we entered into a Modification and Settlement Agreement (the “Modification Agreement”) with Mack Molding Company (“Mack”) with respect to a dispute with Mack under an existing supply agreement. On February 29, 2024, we met our contractual obligations under the terms of the Modification Agreement.

The significant decrease in our interest expense was resulted from our continuous efforts to restructure, modify and reduce our SPA Note and Exchange Note. Other income, net Other expense, net increased by $483 thousand, or 37%, for the year ended December 31, 2023, compared to the same period in 2022.

The significant decrease in our interest expense was primarily driven by the reduction in notes payable due to conversion. Other income, net Other income, net decreased by $1.3 million, or (99)%, for the year ended December 31, 2024, compared to the same period in 2023.

The Convertible Note is a senior secured obligation and will rank senior to all of our indebtedness. The Convertible Note will mature on August 19, 2025 (the “Maturity Date”) and has a 9.0% annualized interest rate, with interest to be paid monthly, in cash.

The Note will mature on November 5, 2025 (the “Maturity Date”) and contains a 10.0% annualized interest rate, with interest to be paid on the first calendar day of each September and March while the Note is outstanding, in cash, beginning January 1, 2025.

We do not intend to enter into any new TTK Solutions for the foreseeable future, however, we have deployed this program with certain key customers. We may opportunistically raise debt capital, subject to market and other conditions. Additionally, as part of our growth strategies, we may also raise debt capital for strategic alternatives and general corporate purposes.

The amount of cash generated from operations is dependent upon factors such as the successful execution of our business strategy and general economic conditions. 40 We may opportunistically raise debt capital, subject to market and other conditions. Additionally, as part of our growth strategies, we may also raise debt capital for strategic alternatives and general corporate purposes.

The standalone selling price reflects the price we would charge for a specific piece of equipment or service if it was sold separately in similar circumstances and to similar customers. Recognize revenue as the performance obligations are satisfied Revenue is recognized when, or as, performance obligations are satisfied by transferring control of a promised product or service to a customer.

Revenue is recognized when, or as, performance obligations are satisfied by transferring control of a promised product or service to a customer. The Company satisfies its performance obligation upon transferring goods or services to a customer and transfers control upon the customer taking possession.

Selling and marketing Selling and marketing expenses consist primarily of salaries and related costs of personnel, travel expenses, trade shows, and advertising expenses. Selling and marketing expenses decreased by $5.2 million, or 56%, for the year ended December 31, 2023, compared to the same period in 2022.

Research and Development Year Ended December 31, (In thousands) 2024 2023 Change % Change Research and development $ 743 $ 2,295 $ (1,552 ) 248 % Research and development expenses decreased by $1.6 million, or 248%, for the year ended December 31, 2024, compared to the same period in 2023.

On October 27, 2023, we and GIC amended and restated the Note (the “GIC Note”). Pursuant to the terms of the GIC Note, as restated, the maturity date was extended until December 31, 2023 and we granted a junior security interest in our assets.

On October 27, 2023, the maturity date of the GIC Note was subsequently amended to December 31, 2024, at which point principal and accrued interest will be repaid in full.

Our proprietary micro-environment-controlled Agrify VFUs enable cultivators to produce the highest quality products with what we believe to be an unmatched consistency, yield, and Return on Investment at scale. Our comprehensive extraction product line, which includes hydrocarbon, ethanol, solventless, post-processing, and lab equipment, empowers producers to maximize the quantity and quality of extract required for premium concentrates.

In addition to beverages, Agrify has also historically been a leading provider of innovative cultivation and extraction solutions for the cannabis industry. Our comprehensive extraction product line, which includes hydrocarbon, alcohol, solventless, post-processing, and lab equipment, empowers producers to maximize the quantity and quality of extract required for premium concentrates.

The Former Lender exercised the Exchange Warrant and Abeyance Warrant in full during January and February 2024. Note Amendment and Secured Promissory Note On July 12, 2023, we issued an unsecured promissory note in favor of GIC Acquisition, LLC (“GIC”), an entity that is owned and managed by Raymond Chang, our Chairman and Chief Executive Officer.

In connection with the sale of the Cultivation Business on December 31, 2024, CP assumed all of our obligations under the Restated Note. GIC Acquisition Note On July 12, 2023, our Board approved the issuance of the GIC Note to GIC, an entity that is owned and managed by our former Chairman and Chief Executive Officer.

Loss on extinguishment of notes payable was $4.3 million for the year ended December 31, 2023, compared to a loss of $39.0 million for the same period in 2022. 56 Income Tax Expense Year Ended December 31, (In thousands) 2023 2022 Change % Change Income tax expense $ (2 ) $ (23 ) $ 21 (91 )% Effective tax rate — % — % Income (Loss) Attributable to Non-Controlling Interest We consolidate the results of operations of two less than wholly-owned entities into our consolidated statements of operations.

We had no loss on extinguishment of notes payable for the year ended December 31, 2024, compared to a loss of $4.3 million for the same period in 2023.

At any time, we may prepay all of the Exchange Note by redemption at a price equal to 102.5% of the then-outstanding principal amount under the Note plus accrued but unpaid interest.

The Restated Note bore interest at a rate of 10% per annum and would have matured in full on December 31, 2025. We could redeem all or a portion not less than $5.0 million of principal at any time at a price equal to 102.5% of the redeemed principal amount plus accrued but unpaid interest.

The following table provides a breakdown of our revenue for the years ended December 31, 2023 and 2022: Year Ended December 31, (In thousands) 2023 2022 Change % Change Cultivation solutions, including ancillary products and services $ 1,100 $ 711 $ 389 55 % Agrify Insights software 188 74 114 154 % Facility build-outs 882 23,129 (22,247 ) (96 )% Extraction solutions 14,698 34,345 (19,647 ) (57 )% Total revenue $ 16,868 $ 58,259 $ (41,391 ) (71 )% Revenues decreased by $41.4 million, or 71%, for the year ended December 31, 2023, as compared to the same period in 2022.

The following table provides a breakdown of our revenue from continuing operations for the years ended December 31, 2024 and 2023: Year Ended December 31, (In thousands) 2024 2023 Change % Change Ancillary products and services $ 55 $ 444 $ (389 ) (88 )% Extraction solutions 11,844 15,669 (3,825 ) (24 )% Hemp-derived beverages 18 — 18 100 % Sales discounts on extraction solutions (2,237 ) (971 ) (1,266 ) (130 )% Total revenue $ 9,680 $ 15,142 $ (5,462 ) (142 )% Revenues decreased by $5.5 million, or 142%, for the year ended December 31, 2024, as compared to the same period in 2023.

For the year ended December 31, 2022, cash provided by financing activities was $72.8 million. This consists primarily of proceeds from the issuance of Common Stock of $25.8, and warrants in private placements of $61.8 million, and proceeds from the initial and secondary public offerings of $23.2 million.

Securities and Exchange Commission and pre-funded warrants offering of $2.1 million, proceeds from the issuance of Common Stock through stock subscription of $0.3 million, offset by payments on insurance financing loans of $0.4 million. For the year ended December 31, 2023, net cash used in financing activities was $4.2 million.

Other Income, Net Year Ended December 31, (In thousands) 2023 2022 Change % Change Interest expense, net $ (1,853 ) $ (8,750 ) $ 6,897 (79 )% Other income, net 1,799 1,316 483 37 % Change in fair value of warrant liabilities 4,695 51,461 (46,766 ) (91 )% Loss on extinguishment of notes payable (4,311 ) (38,985 ) 34,674 (89 )% Total other income, net $ 330 $ 5,042 $ (4,712 ) (93 )% Interest income, net Interest expense was approximately $1.9 million for the year ended December 31, 2023 compared to interest expense of approximately $8.8 million for the same period in 2022.

The decrease is attributable to the reductions in personnel, consulting services and materials purchased. 39 Other Expense, Net Year Ended December 31, (In thousands) 2024 2023 Change % Change Interest expense, net $ (256 ) $ (2,145 ) $ 1,889 (88 )% Other income, net 19 1,358 (1,339 ) (99 )% Change in fair value of warrant liabilities (17,902 ) 4,695 (22,597 ) (481 )% Loss on extinguishment of notes payable — (4,311 ) 4,311 (100 )% Total other expense, net $ (18,139 ) $ (403 ) $ (17,736 ) 4401 % Interest expense, net Interest expense was approximately $0.3 million for the year ended December 31, 2024 compared to interest expense of approximately $2.1 million for the same period in 2023.

(“Agrinamics”). On September 16, 2019, Agrinamics amended its articles of incorporation to reflect a name change to Agrify Corporation. Our corporate headquarters are located in Troy, Michigan. We also lease properties located within various geographic regions in which we conduct business, including Colorado, Georgia and Michigan.

On September 16, 2019, Agrinamics amended its articles of incorporation to reflect a name change to Agrify Corporation. Reverse Stock Splits On July 5, 2023, we effected a 1-for-20 reverse stock split of our common stock.

The reserve for warranty returns is included in accrued expenses and other current liabilities in our consolidated balance sheets. 46 Stock Compensation The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model.

In accordance with ASC Topic 450, Accounting for Contingencies (“ASC 450”) we accrue for product warranties when the loss is probable and can be reasonably estimated. The reserve for warranty returns is included in accrued expenses and other current liabilities in our consolidated balance sheets.

The capital expenditures support growth and investment in property and equipment of $8.1 million, to expand research, development, and testing capabilities and, to a lesser extent, the replacement of existing equipment. Cash Flows from Financing Activities For the year ended December 31, 2023, net cash used in financing activities was $4.2 million.

Cash Flows from Investing Activities For the year ended December 31, 2024, net cash used in investing activities was approximately $0.1 million, which included cash inflows of $0.3 million from the proceeds from repayment of loan receivable, and cash outflows of $0.4 million related to issuance of loans receivable.

Removed

Our cultivation and extraction solutions seamlessly combine our integrated hardware and software offerings with a broad range of associated services including consulting, engineering, and construction and are designed to deliver the most complete commercial indoor farming solution available from a single provider.

… 226 more changes not shown on this page.

Top changes in RYTHM, Inc.'s 2024 10-K

Item 1. Business

Item 1A. Risk Factors

Item 1C. Cybersecurity

Item 2. Properties

Item 3. Legal Proceedings

Item 5. Market for Registrant's Common Equity

Item 7. Management's Discussion & Analysis

Other RYM 10-K year-over-year comparisons