Agrify Receives Nasdaq Staff Determination of Non-Compliance with Listing Rule 5250(c)(1)
20 Outubro 2023 - 6:04PM
Agrify Corporation (Nasdaq: AGFY) (“Agrify”), a leading
provider of innovative cultivation and extraction solutions for the
cannabis industry, today announced that on October 17, 2023 it
received a letter from the Listing Qualifications Department (the
“Listing Department”) of The Nasdaq Stock Market LLC (“Nasdaq”)
notifying Agrify that Nasdaq has initiated a process that could
result in the delisting of Agrify’s securities from Nasdaq as a
result of Agrify not being in compliance with Nasdaq Listing Rule
5250(c)(1) (the “Listing Rule”), which requires listed companies to
timely file all required periodic financial reports with the
Securities and Exchange Commission (the “SEC”). The Staff
Determination has no immediate effect and will not immediately
result in the suspension of trading or delisting of Agrify’s shares
of common stock.
Agrify intends to timely request a hearing
before a Nasdaq Hearings Panel (the “Panel”). The hearing request
will automatically stay any suspension or delisting action for an
additional 15 calendar days following the date of the request;
however, Nasdaq has a procedure to request an extension of the stay
through the hearing date and the expiration of any extension period
granted by the Panel following the hearing. In connection with the
hearing request, Agrify will request that the stay be extended
through the hearing and the expiration of any additional extension
period granted by the Panel following the hearing. In that regard,
pursuant to the Nasdaq Listing Rules, the Panel may grant an
additional extension period. However, there can be no assurance
that the Panel will grant Agrify an additional extension, or that
the Panel will grant Agrify’s request for an extended stay, or that
Agrify will be able to regain compliance by the end of any
additional extension period.
The Staff Determination was issued because
Agrify has not filed its Annual Report on Form 10-K for the fiscal
year ended December 31, 2022 and the Quarterly Reports on Form 10-Q
for the fiscal quarters ended March 31, 2023 and June 30, 2023
(collectively, the “Delinquent Reports”) by the Extension Deadline
(defined below).
As disclosed in the Current Report on Form 8-K filed by Agrify
on April 17, 2023, Agrify’s audit committee concluded that, as a
result of errors in the accounting for warrants previously issued
by Agrify, it was appropriate to restate Agrify’s previously issued
unaudited condensed consolidated financial statements as of and for
the fiscal periods ended March 31, 2022, June 30, 2022 and
September 30, 2022 in amended quarterly reports for the affected
periods. Agrify filed amended Forms 10-Q on October 2, 2023 with
the required restated financial statements. However, given the
scope of the process for preparing the amended quarterly reports,
Agrify was unable to complete and file the Delinquent Reports by
their respective due dates.
Nasdaq had granted Agrify a period of 180 calendar days from the
prescribed due date of the Second Quarter Form 10-Q, or until
October 16, 2023 (the “Extension Deadline”), to file the Delinquent
Reports to regain compliance with the Listing Rule. Agrify
previously disclosed the delay in and circumstances behind the
late filing of each of the Delinquent Reports in Notifications of
Late Filing on Form 12b-25, filed with the SEC on March 31, 2023,
May 15, 2023 and August 21, 2023, respectively.
Agrify intends to complete the Delinquent
Reports, after which the financial statements contained in the
Delinquent Reports will be subject to audit and/or review by
Agrify’s independent registered public accounting firm. Following
completion of the audit or review, as applicable, of the Delinquent
Reports, Agrify plans to file the Delinquent Reports. There
can be no assurance that Agrify will be able to file the Delinquent
Reports within the extension period granted by the Panel, if
any.
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 relating to the filing of
the Delinquent Reports and Agrify’s ability to regain compliance
with the Nasdaq continued listing standards and Agrify’s intention
to request a hearing before the Panel and to request a stay of any
trading suspension or delisting action. 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 Securities and Exchange
Commission (“SEC”), including under the caption “Risk Factors”
in Agrify’s Annual Report on Form 10-K filed for the year
ended December 31, 2021 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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