Agrify Announces Completed Restatements of Prior Period Results
02 Outubro 2023 - 8:00AM
Agrify Corporation (Nasdaq: AGFY) (“Agrify” or the “Company”),
a leading provider of innovative cultivation and extraction
solutions for the cannabis industry, today announced that the
Company has completed restatements of previously issued quarterly
filings for the first three quarters of its 2022 fiscal year
(collectively the “Restatements”). The Company will file its
Amended Forms 10-Q for the first, second, and third quarters of
2022 with the U.S. Securities and Exchange Commission (“SEC”)
today.
The Restatements primarily relate to warrants
issued in January 2022 and March 2022 that were reclassified as
liabilities rather than as equity, which requires the warrants to
be remeasured each reporting period to present them at fair value.
As previously announced, the Company also completed a 20 to 1
reverse stock split in July 2023, which is reflected in the
restated Forms 10-Q on a retroactive basis.
As expected, the Restatements did not impact the
Company’s cash position, business operation, or sales. The
adjustments in the fair value of the warrants are non-cash items,
but impacted earnings results. A summary of the Company’s
historical and current consolidated statements is as follows:
Description |
|
As Originally Reported |
|
|
Restatements |
|
|
As Restated |
|
|
|
|
|
|
|
|
|
|
|
Q1 2022 per Form 10-Q: |
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt
discount |
|
$ |
(20 |
) |
|
$ |
(203 |
) |
|
$ |
(223 |
) |
Gain (loss) from change in
fair value of warrant liabilities |
|
|
— |
|
|
|
10,785 |
|
|
|
10,785 |
|
Net income (loss) attributable
to Agrify |
|
|
(8,882 |
) |
|
|
10,662 |
|
|
|
1,780 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q2 2022 per Form 10-Q: |
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt
discount |
|
$ |
(1,208 |
) |
|
$ |
(1,304 |
) |
|
$ |
(2,512 |
) |
Gain (loss) from change in
fair value of warrant liabilities |
|
|
— |
|
|
|
20,181 |
|
|
|
20,181 |
|
Net income (loss) attributable
to Agrify |
|
|
(93,401 |
) |
|
|
18,797 |
|
|
|
(74,604 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Q3 2022 per Form 10-Q: |
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt
discount |
|
$ |
(762 |
) |
|
$ |
(698 |
) |
|
$ |
(1,460 |
) |
Gain (loss) from change in
fair value of warrant liabilities |
|
|
5,686 |
|
|
|
10,582 |
|
|
|
16,268 |
|
Interest expense, net |
|
|
(3,979 |
) |
|
|
(675 |
) |
|
|
(4,654 |
) |
Loss on extinguishment of
notes payable |
|
|
(17,933 |
) |
|
|
(21,052 |
) |
|
|
(38,985 |
) |
Net income (loss) attributable
to Agrify |
|
|
(46,268 |
) |
|
|
(11,145 |
) |
|
|
(57,413 |
) |
“The required adjustments were non-cash and had
no impact on our business operations or the economics of our
commercial arrangements,” said Raymond Chang, Agrify’s Chairman and
Chief Executive Officer. “We appreciate the patience of our various
stakeholders as we have worked to address the issues identified in
our review of Agrify’s historic financial results. We believe the
review process undertaken is reflective of our diligent approach to
ensuring the integrity of our financial statements and public
filings. We continue to work hard to complete our 2022 Annual
Report and 2023 Q1 Form 10-Q and 2023 Q2 Form 10-Q filings as
expeditiously as possible and look forward to returning to business
as usual going forward. As we look ahead, we remain committed to
long-term value creation and executing on our mission to build out
end-to-end solutions in the cannabis cultivation and extraction
solutions industry in the United States and beyond. We remain
cautiously optimistic about the growth trajectory of the business,
and we thank our shareholders and other stakeholders for their
patience as we work to complete this process.”
Earnings and Guidance
Update
As previously disclosed in filings with the SEC,
the Company required additional time to complete its filing of its
Form 10-K for the fiscal year ended December 31, 2022, and its
Forms 10-Q for the first quarter ended March 31, 2023, and the
second quarter ended June 30, 2023. The Company and its independent
auditor are working diligently to complete the 2022 audit and
expects to file the 2022 Form 10-K, Forms 10-Q for the first
quarter ended March 31, 2023, and the second quarter ended June 30,
2023, within the next 30 days.
About Agrify (Nasdaq:
AGFY)
Agrify is a leading provider of innovative
cultivation and extraction solutions for the cannabis industry,
bringing data, science, and technology to the forefront of the
market. Our proprietary micro-environment-controlled Vertical
Farming Units (VFUs) enable cultivators to produce the highest
quality products with unmatched consistency, yield, and ROI 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. For more information,
please visit Agrify at http://www.agrify.com.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 concerning Agrify and other matters.
All statements contained in this press release that do not relate
to matters of historical fact should be considered forward-looking
statements including, without limitation, statements regarding
Agrify’s ability to file its annual and quarterly statements with
the SEC, the timing of such filings, Agrify’s ability to grow its
customer base and gain market share, and Agrify’s ability to
deliver solutions and services, including the development of new
solutions. In some cases, you can identify forward-looking
statements by terms such as “may,” “will,” “should,” “expects,”
“plans,” “anticipates,” “could,” “intends,” “targets,” “projects,”
“contemplates,” “believes,” “estimates,” “predicts,” “potential” or
“continue” or the negative of these terms or other similar
expressions. The forward-looking statements in this press release
are only predictions. Agrify has based these forward-looking
statements largely on its current expectations and projections
about future events and financial trends that it believes may
affect its business, financial condition and results of operations.
Forward-looking statements involve known and unknown risks,
uncertainties and other important factors that may cause our actual
results, performance or achievements to be materially different
from any future results, performance or achievements expressed or
implied by the forward-looking statements. You should carefully
consider the risks and uncertainties that affect our business,
including those described in our filings with the SEC,
including under the caption “Risk Factors” in Agrify’s most recent
Annual Report on Form 10-K filed with the SEC, which can be
obtained on the SEC website at www.sec.gov. These
forward-looking statements speak only as of the date of this
communication. Except as required by applicable law, we do not plan
to publicly update or revise any forward-looking statements,
whether as a result of any new information, future events or
otherwise. You are advised, however, to consult any further
disclosures we make on related subjects in our public announcements
and filings with the SEC.
Company Contacts
Investor Relations and Media
Inquiries
Caitlin Moakley BrickerChief of
Staff caitlin.moakley@agrify.com(617) 733-0584
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