UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number: 001-39946

AGRIFY CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		30-0943453
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2468 Industrial Row Dr.

Troy, Michigan 48084

(Address of principal executive offices, including zip code)

(855) 420-0020

(Registrant’s phone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		AGFY		NASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES ☐ NO ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

YES ☐ NO ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES ☐ NO ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding as of October 19, 2023
Common Stock, $0.001 par value		1,651,281

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION	1

ITEM 1.	FINANCIAL STATEMENTS	1

	Condensed Consolidated Balance Sheets as of March 31, 2023 (unaudited) and December 31, 2022	1

	Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 (unaudited) and 2022 (unaudited)	2

	Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2023 (unaudited) and 2022 (unaudited)	3

	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023 (unaudited) and 2022 (unaudited)	4

	Notes to the Condensed Consolidated Financial Statements	5

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	47

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	66

ITEM 4.	CONTROLS AND PROCEDURES	66

PART II	OTHER INFORMATION	67

ITEM 1.	LEGAL PROCEEDINGS	67

ITEM 1A.	RISK FACTORS	67

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	67

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	67

ITEM 4.	MINE SAFETY DISCLOSURES	67

ITEM 5.	OTHER INFORMATION	67

ITEM 6.	EXHIBITS	68

SIGNATURES		69

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

AGRIFY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

	March 31,			December 31,
	2023			2022
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	1,476		$	10,457
Restricted cash		—			10,000
Marketable securities		14			460
Accounts receivable, net of allowance for doubtful accounts of $4,490 and $4,605 at March 31, 2023 and December 31, 2022, respectively		1,197			1,070
Inventory, net of reserves of $32,422 and $32,759 at March 31, 2023 and December 31, 2022, respectively		19,995			21,396
Prepaid expenses and other current assets		2,990			1,510
Total current assets		25,672			44,893
Loan receivable net of allowance for doubtful accounts of $28,562 and $33,050 at March 31, 2023 and December 31, 2022, respectively		12,806			12,214
Property and equipment, net		9,658			10,044
Right-of-use assets, net		2,343			2,210
Other non-current assets		153			326
Total assets	$	50,632		$	69,687

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	21,128		$	20,543
Accrued expenses and other current liabilities		12,636			16,380
Operating lease liabilities, current		798			734
Long-term debt, current		2,084			28,833
Deferred revenue		3,239			4,112
Total current liabilities		39,885			70,602
Warrant liabilities		3,313			5,985
Operating lease liabilities, non-current		1,707			1,587
Long-term debt		22,554			407
Other non-current liabilities		112			147
Total liabilities		67,571			78,728

Commitments and contingencies (Note 15)

Stockholders’ equity:
Common Stock, $0.001 par value per share, 10,000,000 and 5,000,000 shares authorized at March 31, 2023 and December 31, 2022, respectively, 1,364,263 and 1,038,298 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively ⁽¹⁾		1			1
Preferred Stock, $0.001 par value per share, 2,895,000 shares authorized, no shares issued or outstanding		—			—
Preferred A Stock, $0.001 par value per share, 105,000 shares authorized, no shares issued or outstanding		—			—
Additional paid-in capital		240,304			237,875
Accumulated deficit		(257,475	)		(247,148	)
Total stockholders’ deficit		(17,170	)		(9,272	)
Non-controlling interests		231			231
Total liabilities and stockholders’ equity	$	50,632		$	69,687

(1)

Periods presented have been adjusted to reflect the 1-for-20 reverse stock split on July 5, 2023. Additional information regarding the reverse stock splits may be found in Note 1 – Overview, Basis of Presentation, and Significant Accounting Policies, included in the notes to the consolidated financial statements

The accompanying notes are an integral part of these condensed consolidated financial statements.

AGRIFY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)

(Unaudited)

	Three months ended March 31,
	2023			2022
Revenue (including $46 and $863 from related parties, respectively)	$	5,804		$	26,021
Cost of goods sold		4,816			21,851
Gross profit		988			4,170

General and administrative		6,931			9,759
Selling and marketing		1,590			2,090
Research and development		735			2,084
Change in contingent consideration		(684	)		—
Total operating expenses		8,572			13,933
Loss from operations		(7,584	)		(9,763	)
Interest (expense) income, net		(799	)		559
Change in fair value of warrant liabilities		2,672			10,785
Other income (expense)		4			—
Loss on extinguishment of notes payable		(4,620	)		—
Other income (expense), net		(2,743	)		11,344
Net (loss) income before income taxes		(10,327	)		1,581
Income tax benefit		—			200
Net (loss) income		(10,327	)		1,781
Income attributable to non-controlling interest		—			(1	)
Net (loss) income attributable to Agrify Corporation	$	(10,327	)	$	1,780
Net (loss) income per share attributable to Common Stockholders – basic	$	(9.63	)	$	14.48
Net (loss) income per share attributable to Common Stockholders – diluted	$	(9.63	)	$	13.79
Weighted average common shares outstanding - basic (1)		1,072,292			122,946
Weighted average common shares outstanding - diluted (1)		1,072,292			129,045

(1)

The accompanying notes are an integral part of these condensed consolidated financial statements.

AGRIFY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except share data)

(Unaudited)

	Common Stock				Preferred A Stock				Additional Paid-In		Accumulated			Total Stockholders’ Equity attributable		Non- Controlling		Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			to Agrify		Interests		Equity
Balance at January 1, 2022		111,035	$	—		—	$	—		196,034	$	(58,975	)	$	137,059	$	365	$	137,424
Stock-based compensation		—		—		—		—		953		—			953		—		953
Issuance of Common Stock and warrants in private placement		12,252		—		—		—		14,800		—			14,800		—		14,800
Acquisition of Lab Society		1,490		—		—		—		1,903		—			1,903		—		1,903
Exercise of options		21		—		—		—		10		—			10		—		10
Exercise of warrants		7,916		—		—		—		1		—			1		—		1
Net income		—		—		—		—		—		1,780			1,780		1		1,781
Balance at March 31, 2022		132,714	$	—		—	$	—	$	213,701	$	(57,195	)	$	156,506	$	366	$	156,872

	Common Stock				Preferred A Stock				Additional Paid-In		Accumulated			Total Stockholders’ Equity attributable			Non- Controlling		Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			to Agrify			Interests		Equity
Balance at January 1, 2023		1,038,298		1				—		237,875		(247,148	)	$	(9,272	)		231	$	(9,041	)
Stock-based compensation		—		—		—		—		859		—			859			—		859
Issuance of Common Stock through an “at the market” offering, net of fees		323,082		—		—		—		1,545		—			1,545			—		1,545
Issuance of Common Stock to Pure Pressure		366		—		—		—		—		—			—			—		—
Vesting of restricted stock units		17		—		—		—		—		—			—			—		—
Proceeds from Employee Stock Purchase Plan Shares		2,500		—		—		—		25		—			25			—		25
Net (loss)		—		—		—		—		—		(10,327	)		(10,327	)		—		(10,327	)
Balance March 31, 2023		1,364,263	$	1		—	$	—	$	240,304	$	(257,475	)	$	(17,170	)	$	231	$	(16,939	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

AGRIFY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	For the three months ended March 31,
	2023			2022
Cash flows from operating activities:
Net (loss) income attributable to Agrify Corporation	$	(10,327	)	$	1,780
Adjustments to reconcile net loss attributable to Agrify Corporation to net cash used in operating activities:
Depreciation and amortization		445			1,052
Amortization of premium on investment securities		—			224
Amortization of debt discount		147			223
Interest on investment securities		—			(248	)
Amortization of issuance costs		24			143
Deferred income taxes		—			(200	)
Stock based compensation expense		859			953
Non-cash interest income		—			(406	)
Change in fair value of warrant liabilities		(2,672	)		(10,785	)
Loss on extinguishment of notes payable, net		4,620			—
Early termination of lease		—			26
Income attributable to non-controlling interests		—			1
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable		(127	)		(838	)
Inventory		1,401			(16,361	)
Prepaid expenses and other current assets		(31	)		(890	)
Right of use assets, net		(133	)		(20	)
Other non-current assets		173			—
Accounts payable		585			(2,838	)
Accrued expenses and other current liabilities		(3,744	)		(2,120	)
Operating lease liabilities		184			—
Deferred revenue		(873	)		(571	)
Net cash used in operating activities		(9,469	)		(30,875	)

Cash flows from investing activities:
Purchases of property and equipment		(59	)		(3,728	)
Purchase of securities		—			(76,097	)
Proceeds from sale of securities		10,446			82,460
Issuance of loan		(592	)		(12,487	)
Cash paid for business combination, net of cash acquired		—			(3,513	)
Net cash provided by (used in) investing activities		9,795			(13,365	)

Cash flows from financing activities:
Proceeds from issuance of debt and warrants in private placement		—			62,405
Proceeds from issuance of Common Stock and warrants in private placement, net of fees		—			25,797
Proceeds from “at the market” Program, net		1,478			—
Proceeds from Employee Stock Option Plan shares		25			—
Proceeds from exercise of options		—			10
Proceeds from exercise of warrants		—			1
Repayment of notes payable, other		(71	)		—
Repayment of debt in private placement		(10,307	)		—
Payments on insurance financing loan		(396	)		(428	)
Payments on other financing loans		(1	)		(273	)
Payments of financing leases		(35	)		(81	)
Net cash (used in) provided by financing activities		(9,307	)		87,431
Net (decreased) increase in cash, cash equivalents, and restricted cash		(8,981	)		43,191
Cash, cash equivalents, and restricted cash at the beginning of period		10,457			12,014
Cash, cash equivalents, and restricted cash at the end of period	$	1,476		$	55,205
Cash, cash equivalents, and restricted cash at end of period
Cash and cash equivalents		1,476			25,205
Restricted cash		—			30,000
Total cash, cash equivalents, and restricted cash at the end of period	$	1,476		$	55,205
Supplemental disclosures of non-cash flow information
Initial fair value of warrants		—			40,496
Financing of prepaid insurance		1,820			1,928

The accompanying notes are an integral part of these condensed consolidated financial statements.

AGRIFY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Overview, Basis of Presentation and Significant Accounting Policies

Description of Business

Agrify Corporation (“Agrify” or the “Company”) 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. The Company’s proprietary micro-environment-controlled Agrify Vertical Farming Units (or “VFUs”) enable cultivators to produce the highest quality products with what we believe to be unmatched consistency, yield, and return investment at scale. The Company’s 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 Company believes it is the only company with an automated and fully integrated grow solution in the industry. The Company’s cultivation and extraction solutions seamlessly combines its integrated hardware and software offerings with a broad range of associated services including consulting, engineering, and construction and is designed to deliver the most complete commercial indoor farming solution available from a single provider. The totality of its product offerings and service capabilities forms an unrivaled ecosystem in what has historically been a highly fragmented market. As a result, the Company believes it is well-positioned to capture market share and create a dominant market position in the indoor cannabis sector.

The Company was formed in the State of Nevada on June 6, 2016 as Agrinamics, Inc., and subsequently changed its name to Agrify Corporation. The Company is sometimes referred to herein by the words “we,” “us,” “our,” and similar terminology.

The Company has nine wholly-owned subsidiaries, which are collectively referred to as the “Subsidiaries” and the Company also has ownership interests in certain companies. (Please refer to Exhibit 23.1 for further details)

Reverse Stock Splits

On October 18, 2022, the Company effected a 1-for-10 reverse stock split of its Common Stock. 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, 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. Any fractional shares in connection with these reverse stock splits were rounded up to the nearest whole share and no stockholders received cash in lieu of fractional shares. The reverse stock splits had no impact on the number of shares of Common Stock that the Company is authorized to issue pursuant to its articles of incorporation or on the par value per share of the Common Stock. Proportional adjustments were made to the number of shares of Common Stock issuable upon exercise or conversion of the Company’s outstanding stock options and warrants, the exercise price or conversion price (as applicable) of the Company’s outstanding stock options and warrants, and the number of shares reserved for issuance under the Company’s equity incentive plan. All share and per share information included in this Quarterly Report on Form 10-Q has been retroactively adjusted to reflect the impact of these reverse stock splits.

Confidentially Marketed Public Offering

On December 16, 2022, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Canaccord Genuity LLC as the underwriter, pursuant to which the Company agreed to issue and sell an aggregate of 594,232 shares of its Common Stock, and, in lieu of Common Stock to certain investors that so chose, pre-funded warrants (the “Pre-Funded 2022 Warrants”) to purchase 75,000 shares of our Common Stock, and accompanying warrants (the “December 2022 Warrants”) to purchase 1,338,462 shares of the Company’s Common Stock (the “Offering”). The shares of Common Stock (or Pre-Funded 2022 Warrants) and the accompanying December 2022 Warrants will be issued separately but can only be purchased together in this Offering. Additional information regarding the Company’s December 2022 Warrants may be found in Note 4 – Fair Value Measures and Note 10 – Stockholders’ Equity, included elsewhere in the notes to the consolidated financial statements.

The aggregate gross proceeds to the Company from the Offering were approximately $8.7 million including offering costs of approximately $0.5 million for broker fees and legal expenses, for net proceeds of $8.2 million. The Company has used the net proceeds from the Offering, together with its existing cash resources, for working capital and general corporate purposes, which may include capital expenditures and repayment of debt.

AGRIFY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Nasdaq Deficiency Notice

On October 4, 2022, the Company received a deficiency letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market, LLC (“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 a continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company had 180 calendar days to regain compliance with the Minimum Bid Requirement. To regain compliance with the Minimum Bid Requirement, the closing bid price of the Company’s 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 exercised its discretion to extend the minimum trading day period pursuant to Nasdaq Listing Rule 5810(c)(3)(G). On October 28, 2022, the Staff notified the Company that the closing bid price for its Common Stock was more than $1.00 for 10 consecutive trading days, and that the Company therefore regained compliance with the Minimum Bid Requirement.

On January 19, 2023, the Company received a new deficiency letter from the Staff of Nasdaq notifying the Company that, for the previous 30 consecutive business days, the bid price for its Common Stock had closed below $1.00 per share, which is the minimum closing price required to maintain a continued listing on The Nasdaq Capital Market under the Minimum Bid Requirement. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company had 180 calendar days to regain compliance with the Minimum Bid Requirement. To regain compliance with the Minimum Bid Requirement, the closing bid price of the Company’s 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). On July 19, 2023, the Company received a notice from Nasdaq confirming its recompliance with the minimum bid price rule.

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 condensed 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 a result of such restatements, the Company was unable to timely file the 2022 Form 10-K, the First Quarter 2023 Form 10-Q and the Second Quarter 2023 Form 10-Q without unreasonable effort or expense.

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

On May 17, 2023, the Company received a second notice from Nasdaq (the “May Nasdaq Notice”) that it remained noncompliant with Nasdaq Listing Rule 5250(c)(1) as a result of its failure to file its 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 August 16, 2023, the Company received a third notice from Nasdaq that it remain noncompliant with Nasdaq Listing Rule 5250(c)(1) as a result of its failure to file its 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”).

The Nasdaq granted the Company an exception until October 16, 2023, to file its 2022 Form 10-K and First and Second Quarter 2023 Forms 10-Q. The Nasdaq Notice had no immediate effect on the listing of the Company’s common stock on The Nasdaq Stock Market LLC.

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.

The Company timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”), and the Panel scheduled a hearing for January 11, 2024. In connection with the hearing request, the Company requested 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 granted the additional extension period. However, there can be no assurance that the Company will be able to regain compliance by the end of any additional extension period.

AGRIFY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Paycheck Protection Program

In May 2020, the Company received an unsecured Paycheck Protection Program Loan (“PPP Loan”) from the Bank of America pursuant to the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), administered by the U.S. Small Business Administration (the “SBA”). The Company received total loan proceeds of approximately $779 thousand from the PPP Loan. On February 18, 2022, the Company applied for forgiveness of the outstanding balance of the PPP Loan and the application was denied by the SBA on March 18,2022. However, on June 23, 2022, the Company received a letter from Bank of America agreeing to extend the maturity date to May 7, 2025 and the loan will bear interest at a rate of 1.00% per year. The PPP loan is payable in 34 equal combined monthly principal and interest payments of approximately $24 thousand that commenced on August 7, 2022.

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”). The Company includes results of operations of acquired companies from the date of acquisition. All significant intercompany transactions and balances are eliminated.

Accounting for Less Than Wholly-Owned Subsidiaries

For the Company’s less than wholly-owned subsidiaries, which include, Agrify-Valiant LLC (“Agrify-Valiant”), and Agrify Brands, LLC (“Agrify Brands”), the Company first analyzes whether these entities are a variable interest entity (a “VIE”) in accordance with ASC Topic 810, Consolidation (“ASC 810”), and if so, whether the Company is the primary beneficiary requiring consolidation. A VIE is an entity that has (i) insufficient equity to permit

SEC Form 10-Q filed by Agrify Corporation