Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
On October 4, 2022, Agrify Corporation (the “Company”) has received a deficiency letter (the “Notice”) from the Rating Qualifications Department (the “staff”) of The Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that, for the past 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 a continuous listing on the Nasdaq Stock Exchange under Nasdaq listing rule 5550(a)(2) (the “Minimum Bid Requirement”).
The Notice has no immediate effect on the listing of the Company’s common stock on Nasdaq. Pursuant to Nasdaq listing rule 5810(c)(3)(A), the Company has 180 calendar days to regain compliance with the minimum bid requirement. To restore compliance with the minimum bid requirement, the closing bid price of the common shares of the Company must be at least $1.00 per share for a minimum of 10 consecutive trading days during this 180-day compliance period, unless Staff exercises its discretion to extend the minimum trading day period in accordance with the Listing Rule. Nasdaq 5810(c)(3)(G). The compliance period for the Company will expire on April 3, 2023.
In the event that the Company does not regain compliance within the 180 day compliance period, the Company may be eligible for an additional compliance period of 180 calendar days. To qualify, the company would have to meet the continuing listing requirement for the market value of shares held by the public and all other initial listing standards for Nasdaq except the requirement to minimum bid, and provide written notice to staff of its intention to remedy the deficiency during the second compliance period. However, if it appears to Staff that the Company will not be able to remedy the deficiency, or if the Company fails to comply with the other listing standards, Staff may give notice that the ordinary shares of the Company will subject to deregistration. In the event that the Company receives notice that its common stock is being delisted, Nasdaq listing rules permit the Company to appeal such staff delisting decision to a Hearings Committee.
As previously disclosed in its definitive proxy statement on Schedule 14A filed with the Security and Exchange Commission on September 19, 2022the Company intends to restore compliance with the minimum bid requirement by proceeding with a share consolidation and will hold a special meeting of shareholders on October 14, 2022 to, among other things, authorize a reverse stock split in a ratio of at least 1:2 and at most 1:10, together with the exact ratio, the effective timing and the decision to implement the reverse stock split to be determined by the Board of Directors of the Company.
There can be no assurance that the Company will be able to regain compliance with the Minimum Bid Requirement or that it will otherwise remain in compliance with the other listing standards for the Nasdaq Stock Exchange.
Item 8.01. Other Events.
On September 15, 2022the Company has delivered a notice of default to Bud & Mary’s
Culture, Inc. (the “Applicant”) and certain related parties advising such parties that the Applicant was in default of its obligations under a term loan agreement between the Company and the Applicant (the “Agreement”). On October 5, 2022the plaintiff filed a complaint with the Massachusetts Superior Court in
Suffolk County naming the Company as defendant (the “Action”). The action is subtitled Bud & Mary’s Culture, Inc. v. Agrify Corporation, case no. 2284CV02279. Plaintiff seeks, among other remedies, damages in connection with allegedly unfair or deceptive business practices, breach of contract and conversion arising out of the agreement. The Company believes that the plaintiff’s claims are without merit and intends to defend itself vigorously. In addition to vigorously defending itself against the Lawsuit’s allegations, the Company is assessing its rights and remedies against the Plaintiff and related parties.
On October 6, 2022, the Company has issued a press release regarding the Action. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Section 9.01. Financial statements and supporting documents.
Exhibit No. Description
99.1 Press Release of the Company, dated as of October 6, 2022
104 Cover Page Interactive Data File (embedded within the Inline
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