0001213900-21-027153 | 10-Q | XBRL Viewer

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Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2021	May 17, 2021
Document Information Line Items
Entity Registrant Name	Agrify Corp
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		20,295,134
Amendment Flag	false
Entity Central Index Key	0001800637
Entity Current Reporting Status	No
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Entity File Number	001-39946
Entity Incorporation, State or Country Code	NV
Entity Interactive Data Current	Yes

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Assets:
Cash and cash equivalents	$ 137,887	$ 8,111
Accounts receivable, net of allowance for doubtful accounts of $55 and $54, as of March 31, 2021 and December 31, 2020, respectively.	9,231	4,014
Inventory	8,500	5,170
Deferred IPO costs		981
Prepaid expenses and other receivables	2,519	364
Total current assets	158,137	18,640
Property Plant and Equipment, net	965	873
Operating lease right-of-use assets	122
Goodwill	632	632
Intangible assets acquired through business combination, net	1,556	1,603
Capitalized website costs, net	80	91
Total Assets	161,492	21,839
Current Liabilities:
Accounts payable	878	693
Accrued expenses and other current liabilities	13,037	6,550
Notes payable, net of debt discount of $0 and $4,777 as of March 31, 2021 and December 31, 2020, respectively		12,493
Derivative liabilities		7,141
Deferred revenue	248	152
Total current liabilities	14,163	27,029
Other non-current liabilities	395	435
Operating lease liabilities—long term	52
Long-term debt	831	829
Total Liabilities	15,441	28,293
Commitments and contingencies (Note 14)
Stockholders’ Equity (Deficit)
Common stock, 50,000,000 shares, $0.001 par value authorized as of March 31, 2021 and December 31, 2020, respectively; 20,295,134 and 4,211,677 shares issued at March 31, 2021 and December 31, 2020, respectively	19	4
Additional paid in capital	176,160	19,827
Accumulated deficit	(30,320)	(26,510)
Total Stockholders’ Equity (Deficit)	145,859	(6,679)
Non-controlling Interests	192	225
Total Liabilities and Stockholders’ Equity	161,492	21,839
Preferred Stock
Stockholders’ Equity (Deficit)
Preferred stock, value
Preferred A Stock
Stockholders’ Equity (Deficit)
Preferred stock, value

Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Allowance for doubtful accounts (in Dollars)	$ 55	$ 54
Net of debt discount (in Dollars)	$ 0	$ 4,777
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	20,295,134	4,211,677
Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	2,895,000	2,895,000
Preferred stock, shares issued	0	0
Preferred A Stock
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	105,000	105,000
Preferred stock, shares issued	0	100,000

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Statement [Abstract]
Revenue, net	$ 7,008	$ 1,013
Cost of goods sold	7,548	972
Gross (loss) profit	(540)	41
OPERATING EXPENSES
Research and development	882	1,200
Selling, general and administrative expenses	5,074	2,290
Total operating expenses	5,956	3,490
Operating loss	(6,496)	(3,449)
OTHER (EXPENSE) INCOME, NET
Interest (expense) income, net	(32)	5
Gain on extinguishment of notes payable	2,685
Other income, net	2,653	5
Net loss before non-controlling interest	(3,843)	(3,444)
Loss attributable to non-controlling interest	33	31
Net loss attributable to Agrify Corporation.	$ (3,810)	$ (3,413)
Net loss per share attributable to common stockholders – basic and diluted (in Dollars per share)	$ (0.33)	$ (0.93)
Weighted average common shares outstanding – basic and diluted (in Shares)	11,568,105	3,760,109

Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited) - USD ($) $ in Thousands	Common Stock	Preferred A Stock	Additional Paid-In Capital	Subscription Receivable	Accumulated Deficit	Total Stockholders’ Equity attributable to Agrify	Non- controlling Interests	Total
Balance at Dec. 31, 2019	$ 4		$ 4,124	$ (40)	$ (4,893)	$ (805)		$ (805)
Balance (in Shares) at Dec. 31, 2019	3,616,125
Stock based compensation			61			61		61
Stock subscription				40		40		40
Issuance of Preferred A Stock			6,000			6,000		6,000
Issuance of Preferred A Stock (in Shares)		60,000
Investment in Agrify Valiant							40	40
Acquisition of TriGrow Systems			1,356			1,356	207	1,563
Acquisition of TriGrow Systems (in Shares)	595,552
Net loss					(3,413)	(3,413)	(31)	(3,444)
Balance at Mar. 31, 2020	$ 4		11,541		(8,306)	3,239	216	3,455
Balance (in Shares) at Mar. 31, 2020	4,211,677	60,000
Balance at Dec. 31, 2020	$ 4		19,827		(26,510)	(6,679)	225	(6,454)
Balance (in Shares) at Dec. 31, 2020	4,211,677	100,000
Stock based compensation			2,135			2,135		2,135
Beneficial conversion feature associated with amended Convertible Promissory Notes			3,869			3,869		3,869
Conversion of Convertible Notes	$ 2		13,098			13,100		13,100
Conversion of Convertible Notes (in Shares)	1,697,075
Issuance of common stock – Initial Public Offering (“IPO”), net of fees	$ 6		56,955			56,961		56,961
Issuance of common stock – Initial Public Offering (“IPO”), net of fees (in Shares)	6,210,000
Issuance of common stock – Secondary public offering, net of fees	$ 6		79,833			79,839		79,839
Issuance of common stock – Secondary public offering, net of fees (in Shares)	6,388,888
Conversion of Preferred A Stock	$ 1		(1)
Conversion of Preferred A Stock (in Shares)	1,373,038	(100,000)
Exercise of options			439			439		439
Exercise of options (in Shares)	174,223
Exercise of warrants			5			5		5
Exercise of warrants (in Shares)	240,233
Net loss					(3,810)	(3,810)	(33)	(3,843)
Balance at Mar. 31, 2021	$ 19		$ 176,160		$ (30,320)	$ 145,859	$ 192	$ 146,051
Balance (in Shares) at Mar. 31, 2021	20,295,134

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss attributable to Agrify Corporation	$ (3,810)	$ (3,413)
Adjustments to reconcile net loss attributable to Agrify Corporation to net cash used in operating activities:
Depreciation and amortization	147	66
Compensation in connection with the issuance of stock options	2,135	61
Non-cash interest expense	33
Gain on extinguishment of notes payable, net	(2,685)
Loss from disposal of fixed assets		2
Loss attributable to non- controlling interests	(33)	(31)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(5,218)	119
Prepaid inventory	(3,330)	(1,250)
Prepaid expenses and other receivables	(2,155)	(80)
Accounts payable	181	(193)
Accrued expenses	7,360	(92)
Deferred revenue	96	891
Net cash used in operating activities	(7,279)	(3,920)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(142)	(59)
Cash paid for business combination, net of cash acquired		(1,096)
Net cash used in investing activities	(142)	(1,155)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of Preferred A Stock		6,000
Proceeds from IPO, net of fees	56,961
Proceeds from Secondary public offering, net of fees	79,839
Proceeds from exercise of options	439
Proceeds from exercise of warrants	5
Payments of financing leases	(47)
Minority interest in Valiant		40
Proceeds from issuance of common stock		40
Net cash provided by financing activities	137,197	6,080
Net increase in cash	129,776	1,005
Cash – Beginning of Year	8,111	206
Cash – End of Year	$ 137,887	$ 1,211

Nature of Business and Basis of Presentation

3 Months Ended

Mar. 31, 2021

Nature of Business and Basis of Presentation [Abstract]

Nature of Business and Basis of Presentation

Note 1 — Nature of Business and Basis of Presentation

Description of Business

Agrify Corporation (“Agrify” or the “Company”) is a developer of highly advanced and proprietary precision hardware and software grow solutions for the indoor agriculture marketplace. 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 five wholly-owned subsidiaries, AGM Service Corp LLC, TriGrow Systems LLC (“TriGrow”, which acted as our exclusive distributor and which was acquired in January 2020 as TriGrow Systems Inc. and converted to TriGrow Systems LLC in May 2020), Harbor Mountain Holdings LLC (“HMH”, which assembled and produced many of our products and which was acquired in July 2020), Ariafy Finance LLC and Agxiom, LLC. The Company also owns 50% of Teejan Podponics International LLC (“TPI”) since December 2018; 60% of Agrify-Valiant, LLC, formed in December 2019; and 75% of Agrify Brands LLC (formerly TriGrow Brands LLC, which was part of the January 2020 acquisition of TriGrow). For further details about the January 2020 and July 2020 acquisitions, please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the U.S. Securities and Exchange Commission (“SEC”) on April 2, 2021.

Reverse Stock Split

On January 12, 2021, the Company effected a 1-for-1.581804 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.

Public Offerings

On February 1, 2021, the Company consummated its initial public offering (“IPO”) of 5,400,000 shares of common stock at a price of $10.00 per share, less certain underwriting discounts and commissions. On February 4, 2021, the Company closed on the sale of an additional 810,000 shares of common stock on the same terms and conditions pursuant to the exercise of the underwriters’ over-allotment option.

On February 19, 2021, the Company consummated a secondary public offering (the “February Offering”) of 5,555,555 shares of common stock for a price of $13.50 per share, less certain underwriting discounts and commissions. On March 22, 2021, the Company closed on the sale of an additional 833,333 shares of common stock on the same terms and conditions pursuant to the exercise of the underwriters’ over-allotment option. See Note 11 — Capital Structure for additional details.

Coronavirus pandemic (“COVID-19”)

The novel coronavirus (“COVID-19”) was first identified in people in late 2019. COVID-19 spread rapidly throughout the world and, in March 2020, the World Health Organization characterized COVID-19 as a pandemic. COVID-19 is a pandemic of respiratory disease spreading from person-to-person that poses a serious public health risk. It has significantly disrupted supply chains and businesses around the world. The extent and duration of the COVID-19 impact, on the operations and financial position of the Company and on the global economy, is uncertain. Uncertainty remains regarding the length of time it will take for the COVID-19 pandemic to subside, including the time it will take for vaccines to be broadly distributed and accepted in the United States and the rest of the world, and the effectiveness of such vaccines in slowing or stopping the spread of COVID-19 and mitigating the economic effects of the pandemic. The Company continues to service its customers amid uncertainty and disruption linked to COVID-19 and is actively managing its business to respond to the impact.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 — Summary of Significant Accounting Policies

Preparation of Condensed Consolidated Financial Statements

The condensed consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and on the same basis as the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC, except for the recently adopted accounting pronouncements described below. The condensed consolidated statements of operations, stockholders’ equity, and cash flows for the periods ended March 31, 2021 and 2020, and the condensed consolidated balance sheet as of March 31, 2021, are not audited but reflect all adjustments that are of a normal recurring nature and that are considered necessary for a fair presentation of the results for the periods shown. The condensed consolidated balance sheet as of December 31, 2020 is derived from the audited consolidated financial statements presented in our Annual Report on Form 10-K for the year ended December 31, 2020. Certain information and disclosures normally included in annual consolidated financial statements have been omitted pursuant to the rules and regulations of the SEC. Because the condensed consolidated interim financial statements do not include all of the information and disclosures required by GAAP for a complete set of financial statements, they should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on April 2, 2021. The results for interim periods are not necessarily indicative of a full year’s results.

Accounting for wholly-owned subsidiaries

The accompanying consolidated financial statements include the accounts of Agrify Corporation and its wholly-owned subsidiaries, AGM Service Corp LLC (formerly AGM Service Corp Inc.), Harbor Mountain Holdings, LLC, TriGrow Systems, Inc., Ariafy Finance LLC, and Agxiom LLC, in accordance with the provisions required by the Consolidation Topic 810 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). We include the results of operations of acquired companies from the date of acquisition. All significant intercompany transactions and balances are eliminated.

Accounting for joint-venture subsidiary

For the Company’s less than wholly owned subsidiaries, Agrify Valiant LLC, Agrify Brands, LLC and TPI, the Company first analyzes whether these entities are a variable interest entity (a “VIE”) in accordance with 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 it to finance its activities without additional subordinated financial support or (ii) equity holders that lack the characteristics of a controlling financial interest. VIEs are consolidated by the primary beneficiary, which is the entity that has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that potentially could be significant to the entity. Variable interests in a VIE are contractual, ownership, or other financial interests in a VIE that change with changes in the fair value of the VIE’s net assets. The Company continuously re-assesses (i) whether the joint venture is a VIE, and (ii) if the Company is the primary beneficiary of the VIE. If it is determined that the joint venture qualifies as a VIE and the Company is the primary beneficiary, it is consolidated.

Based on the Company’s analysis for these entities, the Company has determined that Agrify Valiant LLC and Agrify Brands, LLC are each a VIE and that the Company is the primary beneficiary. While the Company owns 60% of Agrify Valiant LLC’s equity interests and 75% of Agrify Brands, LLC’s equity interests, the remaining equity interests in Agrify Valiant LLC and Agrify Brands, LLC are owned by unrelated third parties, and the agreement with these third parties provides the Company with greater voting rights. Accordingly, the Company consolidates the financial statements of Agrify Valiant LLC and Agrify Brands, LLC under the VIE rules and reflects the third parties’ interests in the consolidated financial statements as a non-controlling interest. The Company records this non-controlling interest at its initial fair value, adjusting the basis prospectively for the third parties’ share of the respective consolidated investments’ net income or loss or equity contributions and distributions. These non-controlling interests are not redeemable by the equity holders and are presented as part of permanent equity. Income and losses are allocated to the non-controlling interest holders based on its economic ownership percentage. The investment in 50% of the shares of TPI is treated as an equity investment as the Company cannot exercise significant influence.

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. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual of expenses. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates.

Fiscal Year

The Company, and its Subsidiaries, fiscal year ends on December 31^st of each year.

Cash and Cash Equivalents

Cash and cash equivalents consist principally of cash and deposits with maturities of three months or less as of March 31, 2021 and December 31, 2020.

Concentration of Credit Risk and Significant Customer

Financial instruments that potentially subject the Company to concentration of credit risk primarily consist of cash and accounts receivable. The Company places its cash with financial institutions in the United States. The cash balances are insured by the FDIC up to $250 per depositor with unlimited insurance for funds in noninterest-bearing transaction accounts through March 31, 2021. At times, the amounts in these accounts may exceed the federally insured limits.

The Company has certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represent 10% or more of the Company’s total accounts receivable.

For the three months ended March 31, 2021 and 2020, one customer accounted for 77.9% and another customer accounted for 84.4% of revenue, respectively. At March 31, 2021 and 2020, three customers accounted for 87.7% and three different customers accounted for 75.0% of accounts receivable, respectively.

Research and Development Costs

The Company expenses research and development costs as incurred. During the three months ended March 31, 2020, the Company expensed $662 related to development of hardware solution for deployment of rapid grow solution. There were no such costs in the three months ended March 31, 2021.

Shipping and Handling Charges

The Company incurs costs related to shipping and handling of its manufactured products. These costs are expensed as incurred as a component of cost of sales. Shipping and handling charges related to the receipt of raw materials are also incurred, which are recorded as a cost of the related inventory.

Recently Adopted Accounting Pronouncements

3 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Recently Adopted Accounting Pronouncements

Note 3 — Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued Accounting Standard Update (“ASU”) No. 2016-13, Financial Instruments — Credit Losses (Topic 326) — Measurement of Credit Losses on Financial Instruments. This new standard requires entities to measure expected credit losses for certain financial assets held at the reporting date using a current expected credit loss model, which is based on historical experience, adjusted for current conditions and reasonable and supportable forecasts. The Company’s financial instruments within the scope of this guidance primarily includes accounts receivable. The adoption of ASU 2016-13 had no impact on the Company’s consolidated financial position.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The new standard requires capitalized costs to be amortized on a straight-line basis generally over the term of the arrangement, and the financial statement presentation for these capitalized costs would be the same as that of the fees related to the hosting arrangements. The Company adopted this standard effective January 1, 2020, using a prospective approach. The adoption of this new standard did not have a material impact on the Company’s consolidated financial statements. Subsequent impact will depend on the magnitude of implementation costs to be incurred. Implementation costs capitalized subsequent to adoption will be recognized in operating expenses in the statements of operations over the noncancelable period of the hosting arrangement plus any renewal periods reasonably certain to be taken.

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 65
-Paragraph 8
-Subparagraph (e)(2)

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 65
-Paragraph 8
-Subparagraph (e)(3)

+ Details

Revenue Recognition

3 Months Ended

Mar. 31, 2021

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Note 4 — Revenue Recognition

We generate revenue from the following sources: (1) equipment sales, (2) services sales and (3) construction contracts.

We sell our equipment and services to customers under a combination of a contract and purchase order. Equipment revenue includes sales from proprietary products designed and engineered by the Company such as Agrify Vertical Farming Units (“AVFUs”), container farms, integrated grow racks, and LED grow lights, and non-proprietary products designed, engineered, and manufactured by third parties such as air cleaning systems and pesticide-free surface protection.

Construction contracts normally provide for payment upon completion of specified work or units of work as identified in the contract. Although there is considerable variation in the terms of these contracts, they are primarily structured as fixed-price contracts, under which the Company agrees to do the entire project for a fixed amount. The Company also enters time-and-materials contracts under which the Company is paid for labor and equipment at negotiated hourly billing rates and for other expenses, including materials, as incurred at rates agreed to in the contract. The Company uses two main sub-contractors to execute the construction contracts.

Disaggregation of Revenue — The following table provides revenue disaggregated by timing of revenue recognition:

	Three Months ended March 31,
	2021		2020
Transferred at a point in time	$	6,828	$	1,013
Transferred over time		180		—
	$	7,008	$	1,013

The Company generally provides a one-year warranty on its 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, the Company accrues for product warranties when the loss is probable and can be reasonably estimated. At March 31, 2021, the Company has no product warranty accrual given the Company’s de minimis historical financial warranty experience.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 606
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-Paragraph 13
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

+ Details

Prepaid Expenses and Other Receivables

3 Months Ended

Mar. 31, 2021

Prepaid Expenses and Other Receivables [Abstract]

Prepaid Expenses and Other Receivables

Note 5 — Prepaid Expenses and Other Receivables

Prepaid Expenses and Other Receivables consisted of the following as of March 31, 2021 and December 31, 2020:

	March 31, 2021		December 31, 2020
Other Receivables	$	143	$	168
Prepaid software		56		48
Prepaid Directors and officers insurance		2,209		--
Prepaid expenses		111		148
	$	2,519	$	364

Property and Equipment, Net

3 Months Ended

Mar. 31, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

Note 6 — Property and Equipment, Net

Property and equipment, net consisted of the following as of March 31, 2021 and December 31, 2020:

	March 31, 2021			December 31, 2020
Computer equipment	$	162		$	128
Furniture and fixture		16			16
Leasehold Improvements		145			10
Machinery		881			868
Vehicle		62			62
Total property and equipment		1,266			1,084
Less accumulated depreciation		(301	)		(211	)
Property and Equipment, Net	$	965		$	873

Depreciation expense for the three months ended March 31, 2021 and 2020 was $90 and $19, respectively.

Capitalized Website Costs, Net

3 Months Ended

Mar. 31, 2021

Capitalized Website Costs Net [Abstract]

Capitalized website costs, net

Note 7 — Capitalized website costs, net

Investments in the Company’s website are amortized over their estimated useful lives of 3 years. As of March 31, 2021 and December 31, 2020, amortizable website cost was $139, and accumulated amortization was $59 and $48, respectively. Amortization expense was $11 and $10 for the three months ended March 31, 2021 and 2020, respectively.

Intangible Assets and Goodwill

3 Months Ended

Mar. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets and Goodwill

Note 8 — Intangible Assets and Goodwill

Acquired intangible assets are initially recorded at fair value and tested periodically for impairment. Goodwill represents the excess of the purchase price over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination and is tested at least annually for impairment. The Company performs an impairment test of goodwill during the fourth quarter of each year or sooner, if indicators of potential impairment arise. There were no such indicators in the three months ended March 31, 2021.

The breakdown of acquisition-related intangible assets as of December 31, 2020 was as follows:

	Brand Rights			Customer Relationships			Total
December 31, 2020
Cost	$	930		$	850		$	1,780
Accumulated amortization		(88	)		(89	)		(177	)
Net	$	842		$	761		$	1,603

The breakdown of acquisition-related intangible assets as of March 31, 2021 was as follows:

	Brand Rights			Customer Relationships			Total
March 31, 2021
Cost	$	930		$	850		$	1780
Accumulated amortization		(111	)		(113	)		(224	)
Net	$	819		$	737		$	1,556

Amortization expenses recorded in selling general and administrative in the income statement were $47 and $35 for the three months ended March 31, 2021 and 2020, respectively.

Estimated amortization expense for the remainder of 2021 and subsequent years for acquired intangible assets:

(in thousands) Years Ending December 31,	Amount
Remaining 2021	$	140
2022		187
2023		187
2024		187
2025		187
2026 and thereafter		668
Total	$	1,556

Goodwill balance as of March 31, 2021 and December 31, 2020 was $632.

Accrued Expenses

3 Months Ended

Mar. 31, 2021

Payables and Accruals [Abstract]

Accrued Expenses

Note 9 — Accrued Expenses

Accrued expenses consisted of the following as of March 31, 2021 and December 31, 2020:

	March 31, 2021		December 31, 2020
Accrued professional fees	$	492	$	1,135
Accrued consulting fees		160		97
Compensation related fees		332		225
Accrued construction costs		10,548		4,468
Financing lease liabilities		151		148
Operating lease liabilities		71		--
Accrued inventory purchases		1,064		164
Other accrued expenses		219		313
Total accrued expenses	$	13,037	$	6,550

Convertible Promissory Notes

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Convertible Promissory Notes

Note 10 — Convertible Promissory Notes

On January 11, 2021, the Company’s Board of Directors and shareholders approved the amendment to the conversion formula of the Convertible Promissory Notes (the “Notes”) issued by the Company on dates between August 2020 and November 2020. Pursuant to the amendment, immediately prior to the consummation of a public transaction, the outstanding principal amount of the Notes, together with all accrued and unpaid interest, shall convert into a number of fully paid and non-assessable shares of common stock, at a conversion price of $7.72.

While the original conversion feature was bifurcated from the host instrument, the Company determined that the amended conversion feature would not require bifurcation. Since the accounting for the conversion feature changed because of the amendment, the Company applied extinguishment accounting pursuant to its accounting policy. Accordingly, the Company recognized a gain on extinguishment of $2,685 in connection with the derecognition of the net carrying amount of the extinguished debt of $19,654 (inclusive of $13,100 of principal, $7,141 of derivative liabilities, less $587 of debt discount) and the recognition of the $16,969 fair value of the new convertible notes (including the same principal amount of $13,100 plus the $3,869 fair value of the beneficial conversion feature).

On February 1, 2021, in conjunction with the closing of the Company’s IPO, the Notes in the aggregate principal amount of $13,100 were converted into 1,697,075 shares of common stock at the election of the Company at a conversion price of $7.72 per share.

Capital Structure

3 Months Ended

Mar. 31, 2021

Stockholders' Equity Note [Abstract]

Capital Structure

Note 11 — Capital Structure

On January 9, 2020, the Company increased its authorized number of shares to 53,000,000, consisting of: 50,000,000 shares of common stock, par value $0.001 per share, and 3,000,000 shares of preferred stock, par value $0.001 per share. At that time, it also designated 100,000 shares of the 3,000,000 authorized shares of preferred stock, par value $0.001 per share, as Series A Convertible Preferred Stock (“Series A Preferred Stock”).

Series A Convertible Preferred Stock

Beginning in the first quarter of 2020, we issued an aggregate of 60,000 shares of our Series A Preferred Stock, for an aggregate purchase price of $6,000. In May 2020, we completed our offering of Series A Preferred Stock with the issuance of an additional 40,000 shares of Series A Preferred Stock for an aggregate purchase price of $4,000.

Amendment of conversion formulas

On January 11, 2021, the Company’s Board of Directors approved the amendment to the conversion formula of the Series A Preferred Stock and Notes. After the amendment:

	1.	the Series A Preferred Stock is convertible, at any time after issuance or immediately prior to the closing of a public transaction, into common stock in an amount of shares equal to (i) the product of the Series A Preferred Stock original price plus accrued but unpaid dividends on the shares being converted, multiplied by the number of shares of Series A Preferred Stock being converted, divided by (ii) a conversion price of $7.72 per share (after the reverse split taking effect) and
	2.	immediately prior to the consummation of a public transaction, the outstanding principal amount of the Notes together with all accrued and unpaid interest shall convert into a number of fully paid and non-assessable shares of common stock equal to the quotient of (i) the outstanding principal amount of the Notes together with all accrued and unpaid interest thereunder immediately prior to such public transaction divided by (ii) a conversion price of $7.72 (after the reverse split taking effect).

On January 11, 2021, the Company’s shareholders approved the amendment to the Series A Preferred Stock.

Initial Public Offering

On February 1, 2021, the Company completed an initial public offering (“IPO”) for the sale of 5,400,000 shares of common stock at a price of $10.00 per share. The Company also granted the underwriters: (a) a 45-day option to purchase up to 810,000 additional shares of common stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the IPO, and (b) warrants to purchase 162,000 shares of common stock (equal to 3% of the aggregate number of shares of common stock issued in the IPO) at an exercise price of $12.50 per share (which is equal to 125% of the IPO price). Subsequently, the underwriters exercised the over-allotment option, and on February 4, 2021, the Company closed on the sale of an additional 810,000 shares of common stock for a price of $10.00 per share and granted to the underwriters warrants to purchase 24,300 additional shares of common stock (equal to 3% of the amount of shares issued as part of the exercised of the over-allotment option) at an exercise price of $12.50 per share. The exercise of the over-allotment option brings the total number of shares of common stock sold by the Company in connection with the IPO to 6,210,000 shares and the total net proceeds received in connection with the IPO to approximately $57 million, after deducting underwriting discounts and estimated offering expenses.

Immediately prior to the closing of our IPO, all outstanding shares of Series A Preferred Stock and Notes were converted into 1,373,038 shares of common stock and 1,697,075 shares of common stock, respectively, at a conversion price of $7.72 per share.

Subsequent Public Offering

On February 19, 2021, the Company consummated a secondary public offering (the “February Offering”) for the sale of 5,555,555 shares of common stock for a price of $13.50 per share. The Company also granted the underwriters: (a) a 45-day option to purchase up to 833,333 additional shares of common stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the February Offering, and (b) warrants to purchase 166,667 shares of common stock (equal to 3% of the aggregate number of shares of common stock issued in the February Offering) at an exercise price of $16.875 per share (which is equal to 125% of the February Offering). Subsequently, the underwriters exercised the over-allotment option, and on March 22, 2021, the Company closed on the sale of an additional 833,333 shares of common stock for a price of $13.50 per share and granted to the underwriters warrants to purchase 25,000 additional shares of common stock (equal to 3% of the amount of shares issued as part of the exercised of the over-allotment option) at an exercise price of $16.875 per share. The exercise of the over-allotment option brings the total number of shares of common stock sold by the Company in connection with the February Offering to 6,388,888 shares and the total net proceeds received in connection with the February Offering to approximately $80 million, after deducting underwriting discounts and estimated offering expenses.

Stock Option Plan

On June 4, 2019, the Company adopted and approved the 2019 Stock Option Plan (the “2019 Plan”) which provided for the issuance of 1,743,744 shares of our common stock. On August 10, 2020 and October 8, 2020, the Company’s board of directors and stockholders, respectively, approved an increase to the maximum number of shares of common stock authorized for issuance over the term of the 2019 Plan from 1,743,744 shares to 3,355,083 shares. As of March 31, 2021, there are no shares available to be granted under the 2019 Plan. Prior to the consummation of the Company’s IPO, the Company cancelled the 2019 Plan and converted these stock options to the 2020 Plan, as more fully described below. Under the 2019 Plan, the standard vesting schedule provided that 25% of the options vest 12 months following issuance and the balance vests in 36 equal monthly installments thereafter. However, the Company’s board of directors was permitted to provide for alternative or accelerated vesting schedules in approving each stock option grant. In many cases, the Company’s board of directors included an accelerated vesting schedule under which 50% of the stock options granted vest immediately prior to a change of control transaction or the Company’s first underwritten public offering.

2020 Omnibus Equity Incentive Plan

On December 18, 2020, the Company’s board of directors, and on January 11, 2021, the Company’s stockholders, adopted and approved the 2020 Omnibus Equity Incentive Plan (the “2020 Plan”), which replaced the 2019 Plan. The 2020 Plan provides for the grant of stock options, SARs, performance share awards, performance unit awards, distribution equivalent right awards, restricted stock awards, restricted stock unit awards and unrestricted stock awards to non-employee directors, officers, employees and nonemployee consultants of the Company or its affiliates. The aggregate number of shares of common stock that may be reserved and available for grant and issuance under the 2020 Plan is 4,533,732 shares. Shares shall be deemed to have been issued under the 2020 Plan solely to the extent actually issued and delivered pursuant to an award. If any award granted under the 2019 Plan or the 2020 Plan expires, is cancelled, or terminates unexercised or is forfeited, the number of shares subject thereto is again available for grant under the 2020 Plan. The 2020 Plan shall continue in effect, unless sooner terminated, until the tenth (10^th) anniversary of the date on which it is adopted by the board of directors.

On January 24, 2021, the Company’s Board of Directors approved grants of options to purchase an aggregate of 144,360 shares of common stock to its directors. The options will expire 10 years from the date of grant and have an exercise price per share of $4.86. 25% of the options vest 12 months following issuance and the balance vests in 36 equal monthly installments thereafter.

The Company’s stock option compensation expense was $2,135 and $61 for the three months ended March 31, 2021 and 2020, respectively, and there was $12,847 of total unrecognized compensation cost related to unvested options granted under the Company’s options plans as of March 31, 2021. This stock option expense will be recognized through 2025.

The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model. This model incorporates certain assumptions for inputs including a risk-free market interest rate, expected dividend yield of the underlying common stock, expected option life and expected volatility in the market value of the underlying common stock.

The following table summarizes the Company’s assumptions used in the valuation of options granted during the three months ended March 31, 2021:

Volatility		40%
Risk-free interest rate		1.10% – 1.29%
Dividend yield		0.00%
0% Expected life (years)		10
Forfeiture rate		0.00%

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. Because the Company’s stock options and warrants have characteristics different from those of its traded stock, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of such stock options. The risk-free interest rate is based upon quoted market yields for United States Treasury debt securities with a term similar to the expected term. The expected dividend yield is based upon the Company’s history of having never issued a dividend and management’s current expectation of future action surrounding dividends. 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.

In arriving at stock-based compensation expense, the Company estimates the number of stock-based awards that will be forfeited due to employee turnover. The Company’s forfeiture assumption is based primarily on its turn-over historical experience. If the actual forfeiture rate is higher than the estimated forfeiture rate, then an adjustment will be made to increase the estimated forfeiture rate, which will result in a decrease to the expense recognized in the Company’s financial statements. If the actual forfeiture rate is lower than the estimated forfeiture rate, then an adjustment will be made to lower the estimated forfeiture rate, which will result in an increase to expense recognized in the Company’s financial statements. The expense the Company recognizes in future periods will be affected by changes in the estimated forfeiture rate and may differ significantly from amounts recognized in the current period.

As of March 31, 2021, there were 480,448 shares available to be granted under the Company’s 2020 Plan.

The following table presents option activity under the Company’s stock option plans for the three months ended March 31, 2021 and 2020:

	Number of options			Weighted average exercise price		Aggregate Intrinsic value
Options outstanding at January 1, 2020		493,102		$	3.16
Granted		-			-
Exercised		-			-
Forfeited		(19,091	)		3.10
Expired		-			-
Options outstanding at March 31, 2020		474,011		$	3.16	$	-

Options outstanding at January 1, 2021		3,133,109			3.51
Granted		1,200,934			12.79
Exercised		(174,223	)		2.51
Forfeited		(276,723	)		3.67
Expired		(4,076	)		2.28
Options outstanding at March 31, 2021		3,879,021		$	6.42	$	-

Options vested and exercisable as of March 31, 2020		80,012		$	3.16
Options vested and exercisable as of March 31, 2021		1,656,486		$	3.70

The following table summarizes information about options vested and exercisable at March 31, 2021:

		Options vested and exercisable
Price ($)		Number of options		Weighted average remaining contractual life (years)		Weighted average exercise price
$	2.28		1,349,470		8.87	$	2.28
$	4.86		1,469,551		9.33	$	4.86
$	13.84		1,050,000		9.88	$	13.84
$	14.49		10,000		9.89	$	14.49

The following table summarizes information about options expected to vest after March 31, 2021:

		Options expected to vest
Price ($)		Number of options		Weighted average remaining contractual life (years)		Weighted average exercise price
$	2.28		464,509		9.14	$	2.28
$	4.86		737,185		9.60	$	4.86
$	13.84		1,020,841		9.88	$	13.84

Employee Benefit Plan

3 Months Ended

Mar. 31, 2021

Retirement Benefits [Abstract]

Employee Benefit Plan

Note 12 — Employee Benefit Plan

The Company maintains an employee’s savings and retirement plan under Section 401(k) of the Internal Revenue Code. All full-time U.S. employees become eligible to participate in the plan. The Company’s contribution to the plan is discretionary and during the three months ended March 31, 2021 and 2020, the Company did not contribute to the plan.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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+ Details

Net Loss Per Share

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Net Loss Per Share

Note 13 — Net Loss Per Share

Net loss per share calculations for all periods have been adjusted to reflect the reverse stock split effected on January 12, 2021. Net loss per share was calculated based on the weighted average number of common stock then outstanding.

Basic net loss per share is calculated using the weighted-average number of common shares outstanding during the periods. Net loss per share, assuming dilution, is calculated using the weighted-average number of common shares outstanding and the dilutive effect of all potentially dilutive securities, including common stock equivalents and convertible securities. Net loss per share, assuming dilution, is equal to basic net loss per share because the effect of dilutive securities outstanding during the periods, including options and warrants computed using the treasury stock method, is anti-dilutive.

The components of basic and diluted net loss per share were as follows (in thousands, except share and per share data):

	Three Months ended March 31,
	2021			2020
Numerator:
Net loss attributable to Agrify Corporation	$	(3,810	)	$	(3,413	)
Accrued dividend attributable to Preferred A Stockholders		(61	)		(84	)
Net loss available for common shareholders	$	(3,871	)	$	(3,497	)
Denominator:
Weighted-average common shares outstanding – basic and diluted		11,568,105			3,760,109
Net loss per share attributable to common stockholders – basic and diluted	$	(0.33	)	$	(0.93	)

During each of the three months ended March 31, 2021 and 2020, we excluded the following securities from net loss per share as the effect of including them would have been anti-dilutive. The shares shown represent the number of shares of common stock which would be issued upon conversion in the respective years shown below:

	Three Months ended March 31,
	2021		2020
Options outstanding		3,879,021		493,102
Warrants outstanding		965,907		—
		4,844,928		493,102

Commitments and Contingencies

3 Months Ended

Mar. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 14 — Commitments and Contingencies

Leases

The determination if any arrangement contained a lease at its inception was done based on whether or not the Company has the right to control the asset during the contract period. The lease term was determined assuming the exercise of options that were reasonably certain to occur. Leases with a lease term of 12 months or less at inception were not reflected in our balance sheet and those lease costs are expensed on a straight-line basis over the respective term. Leases with a term greater than 12 months were reflected as non-current right-of-use (ROU) assets and current and non-current lease liabilities in our consolidated balance sheets. Current lease liabilities were classified as a component of accrued expenses and other current liabilities.

As the implicit interest rate in our leases was generally not known, we used our incremental borrowing rate as the discount rate for purposes of determining the present value of our lease liabilities. At March 31, 2021, our weighted average discount rate utilized for our leases was 8.1%.

When a contract contained lease and non-lease elements, both were accounted as a single lease component.

The Company had several non-cancellable finance leases for machinery and equipment. During the three months ended March 31, 2021, the Company entered into two leases for premises in Georgia. Those leases had terms of more than a year and were accounted as operating leases.

On February 5, 2021, the Company executed a sixty-two-month lease for office spaces in Billerica, MA. The Company will spend $193 on leasehold improvements and plans to occupy the space beginning June 1, 2021, which is when the lease will commence. The minimum lease liability for the initial lease term amounts to $530 (base lease and other operating fees). The Company has an option to extend the initial lease term by an additional five-year term.

Additional information of our lease activity, for the three months ended March 31, 2021 and 2020, is as follows:

	March 31, 2021			March 31, 2020
Operating lease cost	$	14		$	—
Finance lease cost:
Amortization of right-of-use assets		45			—
Interest on lease liabilities		12			—
Short-term lease cost		—			43
Total lease cost	$	71		$	43

Weighted-average remaining lease term – operating leases		1.81 years			—
Weighted-average remaining lease term – finance leases		3.73 years			—
Weighted-average discount rate – operating leases		8.13	%		—
Weighted-average discount rate – finance leases		8.10	%		—

	March 31, 2021		December 31, 2020

Right-of-use assets, net	$	622	$	544

Operating lease liabilities, current		71		—
Operating lease liabilities, non- current		52		—
Total operating lease liabilities	$	123	$	—

Finance lease liabilities, current	$	151	$	148
Finance lease liabilities, non- current		395		434
Total operating lease liabilities	$	546	$	582

As of March 31, 2021, the maturities of lease liabilities under non-cancellable finance leases were as follows:

	Operating lease			Finance lease			Total
For the year ending December 31,
2021	$	59		$	142		$	201
2022		60			181			241
2023		14			154			168
2024		—			91			91
2025		—			50			50
Thereafter		—			16			16
Total minimum lease payments		133			634			767
Less imputed interest		(10	)		(87	)		(97	)
Total lease liabilities	$	123		$	547		$	670

Legal Proceedings

On January 5, 2021, the Company received a demand letter from Nicholas Cooper and Richard Weinstein, two of its former employees (and one of Mr. Cooper’s affiliated entities), asserting that such individuals were entitled to compensation arising out of their employment by the Company, as well as their partial ownership of TriGrow. The demand letter asserts that the former employees are due certain sales commissions under their applicable bonus plan, equity earn-outs based on certain sales targets, and various equity purchases through the Company’s employee stock ownership plan. The demand letter also asserts various employment claims, including, but not limited to, statutory wage withholding violations, wrongful termination, breach of contract, breach of the duty of good faith and fair dealing, fraud in the inducement, promissory estoppel, minority shareholder oppression, breach of fiduciary duty, unjust enrichment, and violations of state and federal securities laws. On January 19, 2021, the two former employees filed a lawsuit against the Company in the United States District Court for the Western District of Washington, alleging the same claims made in their demand letter based on the same facts disclosed above. The plaintiffs are seeking relief in the form of monetary damages in an amount to be determined. Messrs. Cooper and Weinstein are also seeking relief in the form of reinstatement and Mr. Weinstein is seeking rescission of Mr. Weinstein’s Release of Claims Agreement. On March 10, 2021, the Company moved to dismiss all of Cooper and Weinstein’s claims, asserting that the claims failed to allege legal grounds for relief. On May 12, 2021, a Magistrate issued a preliminary Report and Recommendation, which recommended dismissal of certain of Cooper and Weinstein’s claims, and recommended others for additional factual discovery. The Company does not believe these claims have any merit and intends to vigorously defend against these claims.

Supply agreement with Mack Molding Co.

In December 2020, the Company entered into a five-year supply agreement with Mack Molding Co. (“Mack”) pursuant to which Mack will become a key supplier of our AVFUs. In February 2021, the Company placed a purchase order with Mack amounting to approximately $5,200 towards initial production of AVFUs during 2021. We believe the supply agreement with Mack will provide us with increased scaling capabilities and the ability to more efficiently meet the potential future demand of our customers. The supply agreement contemplates that, following an introductory period, we will negotiate a minimum percentage of our AVFU requirements that we will purchase from Mack each year based on the agreed upon pricing formula. 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. We believe this approach will result in both parties making a more informed decision with respect to the pricing and other terms of the supply agreement with Mack.

Distribution Agreements with Related Parties

On June 7, 2019, the Company entered into a distribution agreement with Bluezone Products, Inc. (“Bluezone”) for distribution rights to the Bluezone products with certain exclusivity rights. The agreement requires minimum purchases amounting to $480 and $600 for the first and second contract anniversary years. The agreement auto renews for successive one-year periods unless earlier terminated. In March 2021, the Company notified Bluezone of non-renewal of the agreement which means it will end on May 31, 2021. The Company exceeded the minimum purchase amount for the first year and purchased approximately $514 of the committed $660 second year purchases thru March 31, 2021. Bluezone is a related party to the Company.

On March 9, 2020, the Company entered into a distribution agreement with Enozo Technologies Inc. (“Enozo”), for an initial term of five years with auto renewal for successive one-year periods unless earlier terminated. The agreement contains the following minimum purchases to retain exclusive distributor status for one of our products: for the period from the contract date until December 31, 2021 for $375, for the year ended December 31, 2022 for $750, and for the year ended December 31, 2023 for $1,125, which amount may increase by 3% for the later years. The Company had no purchases of that Enozo product during the three months ended March 31, 2021 and 2020. Enozo is a related party to the Company.

Committed Purchase Agreement with Related party

On July 28, 2020, the Company entered into a purchase agreement with 4D Bios (“4D”) to secure purchases of horticultural equipment. The agreement requires minimum purchases of between $577 and $607 of 4D products until December 31, 2020. 4D is a related party to the Company.

For the year ended December 31, 2020, the Company’s purchase commitment totaled $1,904. The Company settled $1,056 and accrued $848 of such commitment, leaving no open committed purchases as of March 31, 2021.

Related Parties

3 Months Ended

Mar. 31, 2021

Related Parties

Note 15 — 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 following table describes the net purchasing (sales) activity with entities identified as related parties to the Company:

	Three Months ended March 31,
(In thousands)	2021			2020
Bluezone	$	—		$	67
4D Bios *	$	447		$	133
Valiant Americas, LLC.	$	1,077		$	—
Living Greens farm	$	(58	)	$	(70	)

Purchases from 4D for the three months ended March 31, 2021 include $384 of down payment on inventory orders.

The following table summarizes net related party (payable) receivable as of March 31, 2021 and December 31, 2020:

(In thousands)	March 31, 2021			December 31, 2020
Bluezone	$	(7	)	$	(7	)
4D Bios	$	—		$	—
Valiant Americas, LLC.	$	(3,383	)	$	(4,246	)
Living Greens Farm	$	58		$	—

Accounting Policies, by Policy (Policies)	3 Months Ended
Accounting Policies, by Policy (Policies)	Mar. 31, 2021
Accounting Policies [Abstract]
Preparation of Condensed Consolidated Financial Statements	Preparation of Condensed Consolidated Financial Statements The condensed consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and on the same basis as the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC, except for the recently adopted accounting pronouncements described below. The condensed consolidated statements of operations, stockholders’ equity, and cash flows for the periods ended March 31, 2021 and 2020, and the condensed consolidated balance sheet as of March 31, 2021, are not audited but reflect all adjustments that are of a normal recurring nature and that are considered necessary for a fair presentation of the results for the periods shown. The condensed consolidated balance sheet as of December 31, 2020 is derived from the audited consolidated financial statements presented in our Annual Report on Form 10-K for the year ended December 31, 2020. Certain information and disclosures normally included in annual consolidated financial statements have been omitted pursuant to the rules and regulations of the SEC. Because the condensed consolidated interim financial statements do not include all of the information and disclosures required by GAAP for a complete set of financial statements, they should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on April 2, 2021. The results for interim periods are not necessarily indicative of a full year’s results.
Accounting for wholly-owned subsidiaries	Accounting for wholly-owned subsidiaries The accompanying consolidated financial statements include the accounts of Agrify Corporation and its wholly-owned subsidiaries, AGM Service Corp LLC (formerly AGM Service Corp Inc.), Harbor Mountain Holdings, LLC, TriGrow Systems, Inc., Ariafy Finance LLC, and Agxiom LLC, in accordance with the provisions required by the Consolidation Topic 810 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). We include the results of operations of acquired companies from the date of acquisition. All significant intercompany transactions and balances are eliminated.
Accounting for joint-venture subsidiary	Accounting for joint-venture subsidiary For the Company’s less than wholly owned subsidiaries, Agrify Valiant LLC, Agrify Brands, LLC and TPI, the Company first analyzes whether these entities are a variable interest entity (a “VIE”) in accordance with 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 it to finance its activities without additional subordinated financial support or (ii) equity holders that lack the characteristics of a controlling financial interest. VIEs are consolidated by the primary beneficiary, which is the entity that has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that potentially could be significant to the entity. Variable interests in a VIE are contractual, ownership, or other financial interests in a VIE that change with changes in the fair value of the VIE’s net assets. The Company continuously re-assesses (i) whether the joint venture is a VIE, and (ii) if the Company is the primary beneficiary of the VIE. If it is determined that the joint venture qualifies as a VIE and the Company is the primary beneficiary, it is consolidated. Based on the Company’s analysis for these entities, the Company has determined that Agrify Valiant LLC and Agrify Brands, LLC are each a VIE and that the Company is the primary beneficiary. While the Company owns 60% of Agrify Valiant LLC’s equity interests and 75% of Agrify Brands, LLC’s equity interests, the remaining equity interests in Agrify Valiant LLC and Agrify Brands, LLC are owned by unrelated third parties, and the agreement with these third parties provides the Company with greater voting rights. Accordingly, the Company consolidates the financial statements of Agrify Valiant LLC and Agrify Brands, LLC under the VIE rules and reflects the third parties’ interests in the consolidated financial statements as a non-controlling interest. The Company records this non-controlling interest at its initial fair value, adjusting the basis prospectively for the third parties’ share of the respective consolidated investments’ net income or loss or equity contributions and distributions. These non-controlling interests are not redeemable by the equity holders and are presented as part of permanent equity. Income and losses are allocated to the non-controlling interest holders based on its economic ownership percentage. The investment in 50% of the shares of TPI is treated as an equity investment as the Company cannot exercise significant influence.
Use of Estimates	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. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual of expenses. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates.
Fiscal Year	Fiscal Year The Company, and its Subsidiaries, fiscal year ends on December 31^st of each year.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents consist principally of cash and deposits with maturities of three months or less as of March 31, 2021 and December 31, 2020.
Concentration of Credit Risk and Significant Customer	Concentration of Credit Risk and Significant Customer Financial instruments that potentially subject the Company to concentration of credit risk primarily consist of cash and accounts receivable. The Company places its cash with financial institutions in the United States. The cash balances are insured by the FDIC up to $250 per depositor with unlimited insurance for funds in noninterest-bearing transaction accounts through March 31, 2021. At times, the amounts in these accounts may exceed the federally insured limits. The Company has certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represent 10% or more of the Company’s total accounts receivable. For the three months ended March 31, 2021 and 2020, one customer accounted for 77.9% and another customer accounted for 84.4% of revenue, respectively. At March 31, 2021 and 2020, three customers accounted for 87.7% and three different customers accounted for 75.0% of accounts receivable, respectively.
Research and Development Costs	Research and Development Costs The Company expenses research and development costs as incurred. During the three months ended March 31, 2020, the Company expensed $662 related to development of hardware solution for deployment of rapid grow solution. There were no such costs in the three months ended March 31, 2021.
Shipping and Handling Charges	Shipping and Handling Charges The Company incurs costs related to shipping and handling of its manufactured products. These costs are expensed as incurred as a component of cost of sales. Shipping and handling charges related to the receipt of raw materials are also incurred, which are recorded as a cost of the related inventory.

Revenue Recognition (Tables)

3 Months Ended

Mar. 31, 2021

Revenue from Contract with Customer [Abstract]

Schedule of revenue disaggregated by timing of revenue

	Three Months ended March 31,
	2021		2020
Transferred at a point in time	$	6,828	$	1,013
Transferred over time		180		—
	$	7,008	$	1,013

Prepaid Expenses and Other Receivables (Tables)

3 Months Ended

Mar. 31, 2021

Prepaid Expenses and Other Receivables [Abstract]

Schedule of prepaid expenses and other receivables

	March 31, 2021		December 31, 2020
Other Receivables	$	143	$	168
Prepaid software		56		48
Prepaid Directors and officers insurance		2,209		--
Prepaid expenses		111		148
	$	2,519	$	364

Property and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2021

Property, Plant and Equipment [Abstract]

Schedule of property and equipment, net

	March 31, 2021			December 31, 2020
Computer equipment	$	162		$	128
Furniture and fixture		16			16
Leasehold Improvements		145			10
Machinery		881			868
Vehicle		62			62
Total property and equipment		1,266			1,084
Less accumulated depreciation		(301	)		(211	)
Property and Equipment, Net	$	965		$	873

Intangible Assets and Goodwill (Tables)

3 Months Ended

Mar. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of intangible assets

	Brand Rights			Customer Relationships			Total
December 31, 2020
Cost	$	930		$	850		$	1,780
Accumulated amortization		(88	)		(89	)		(177	)
Net	$	842		$	761		$	1,603

	Brand Rights			Customer Relationships			Total
March 31, 2021
Cost	$	930		$	850		$	1780
Accumulated amortization		(111	)		(113	)		(224	)
Net	$	819		$	737		$	1,556

Schedule of finite-lived intangible assets amortization expense

(in thousands) Years Ending December 31,	Amount
Remaining 2021	$	140
2022		187
2023		187
2024		187
2025		187
2026 and thereafter		668
Total	$	1,556

Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2021

Payables and Accruals [Abstract]

Schedule of accrued expenses

	March 31, 2021		December 31, 2020
Accrued professional fees	$	492	$	1,135
Accrued consulting fees		160		97
Compensation related fees		332		225
Accrued construction costs		10,548		4,468
Financing lease liabilities		151		148
Operating lease liabilities		71		--
Accrued inventory purchases		1,064		164
Other accrued expenses		219		313
Total accrued expenses	$	13,037	$	6,550

Capital Structure (Tables)

3 Months Ended

Mar. 31, 2021

Stockholders' Equity Note [Abstract]

Schedule of valuation of options granted

Volatility		40%
Risk-free interest rate		1.10% – 1.29%
Dividend yield		0.00%
0% Expected life (years)		10
Forfeiture rate		0.00%

Schedule of option activity under the stock option plans

	Number of options			Weighted average exercise price		Aggregate Intrinsic value
Options outstanding at January 1, 2020		493,102		$	3.16
Granted		-			-
Exercised		-			-
Forfeited		(19,091	)		3.10
Expired		-			-
Options outstanding at March 31, 2020		474,011		$	3.16	$	-

Options outstanding at January 1, 2021		3,133,109			3.51
Granted		1,200,934			12.79
Exercised		(174,223	)		2.51
Forfeited		(276,723	)		3.67
Expired		(4,076	)		2.28
Options outstanding at March 31, 2021		3,879,021		$	6.42	$	-

Options vested and exercisable as of March 31, 2020		80,012		$	3.16
Options vested and exercisable as of March 31, 2021		1,656,486		$	3.70

Schedule of options vested and exercisable

		Options vested and exercisable
Price ($)		Number of options		Weighted average remaining contractual life (years)		Weighted average exercise price
$	2.28		1,349,470		8.87	$	2.28
$	4.86		1,469,551		9.33	$	4.86
$	13.84		1,050,000		9.88	$	13.84
$	14.49		10,000		9.89	$	14.49

Schedule of options expected to vest

		Options expected to vest
Price ($)		Number of options		Weighted average remaining contractual life (years)		Weighted average exercise price
$	2.28		464,509		9.14	$	2.28
$	4.86		737,185		9.60	$	4.86
$	13.84		1,020,841		9.88	$	13.84

Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Schedule of basic and diluted net loss per share

	Three Months ended March 31,
	2021			2020
Numerator:
Net loss attributable to Agrify Corporation	$	(3,810	)	$	(3,413	)
Accrued dividend attributable to Preferred A Stockholders		(61	)		(84	)
Net loss available for common shareholders	$	(3,871	)	$	(3,497	)
Denominator:
Weighted-average common shares outstanding – basic and diluted		11,568,105			3,760,109
Net loss per share attributable to common stockholders – basic and diluted	$	(0.33	)	$	(0.93	)

Schedule of anti-dilutive shares

	Three Months ended March 31,
	2021		2020
Options outstanding		3,879,021		493,102
Warrants outstanding		965,907		—
		4,844,928		493,102

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of lease activity

	March 31, 2021			March 31, 2020
Operating lease cost	$	14		$	—
Finance lease cost:
Amortization of right-of-use assets		45			—
Interest on lease liabilities		12			—
Short-term lease cost		—			43
Total lease cost	$	71		$	43

Weighted-average remaining lease term – operating leases		1.81 years			—
Weighted-average remaining lease term – finance leases		3.73 years			—
Weighted-average discount rate – operating leases		8.13	%		—
Weighted-average discount rate – finance leases		8.10	%		—

Schedule of operating lease liabilities

	March 31, 2021		December 31, 2020

Right-of-use assets, net	$	622	$	544

Operating lease liabilities, current		71		—
Operating lease liabilities, non- current		52		—
Total operating lease liabilities	$	123	$	—

Finance lease liabilities, current	$	151	$	148
Finance lease liabilities, non- current		395		434
Total operating lease liabilities	$	546	$	582

Schedule of lease liabilities under non-cancellable finance leases

	Operating lease			Finance lease			Total
For the year ending December 31,
2021	$	59		$	142		$	201
2022		60			181			241
2023		14			154			168
2024		—			91			91
2025		—			50			50
Thereafter		—			16			16
Total minimum lease payments		133			634			767
Less imputed interest		(10	)		(87	)		(97	)
Total lease liabilities	$	123		$	547		$	670

Related Parties (Tables)

3 Months Ended

Mar. 31, 2021

Schedule of net purchasing activity

	Three Months ended March 31,
(In thousands)	2021			2020
Bluezone	$	—		$	67
4D Bios *	$	447		$	133
Valiant Americas, LLC.	$	1,077		$	—
Living Greens farm	$	(58	)	$	(70	)

(In thousands)	March 31, 2021			December 31, 2020
Bluezone	$	(7	)	$	(7	)
4D Bios	$	—		$	—
Valiant Americas, LLC.	$	(3,383	)	$	(4,246	)
Living Greens Farm	$	58		$	—

Nature of Business and Basis of Presentation (Details) - $ / shares				1 Months Ended
	Feb. 04, 2021	Feb. 01, 2021	Jan. 12, 2021	Mar. 22, 2021	Feb. 19, 2021	Mar. 31, 2021	Jan. 31, 2020	Dec. 31, 2018
Nature of Business and Basis of Presentation (Details) [Line Items]
Reverse stock split			1-for-1.581804 reverse stock split
IPO [Member]
Nature of Business and Basis of Presentation (Details) [Line Items]
Sale of common stock shares	810,000	5,400,000		833,333	5,555,555
Share price (in Dollars per share)	$ 10.00	$ 10.00		$ 13.50	$ 13.50
Teejan Podponics International LLC [Member]
Nature of Business and Basis of Presentation (Details) [Line Items]
Ownership percentage						50.00%
Agrify Valiant LLC [Member]
Nature of Business and Basis of Presentation (Details) [Line Items]
Ownership percentage							75.00%	60.00%

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Summary of Significant Accounting Policies (Details) [Line Items]
FDIC insured amount (in Dollars)	$ 250,000
Concentration risk, description	At March 31, 2021 and 2020, three customers accounted for 87.7% and three different customers accounted for 75.0% of accounts receivable, respectively.
One time rapid grow solution expenses (in Dollars)		$ 662
Revenue [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Concentration risk percentage	10.00%
Accounts Receivable [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Concentration risk percentage	10.00%
Agrify Valiant LLC’s [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Ownership percentage	60.00%
Agrify Brands, LLC’s [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Ownership percentage	75.00%

Revenue Recognition (Details)	3 Months Ended
Revenue Recognition (Details)	Mar. 31, 2021
Revenue from Contract with Customer [Abstract]
Number of sub-contractors	2

Revenue Recognition (Details) - Schedule of revenue disaggregated by timing of revenue - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue Recognition	$ 7,008	$ 1,013
Transferred at a point in time [Member]
Disaggregation of Revenue [Line Items]
Revenue Recognition	6,828	$ 1,013
Transferred over time [Member]
Disaggregation of Revenue [Line Items]
Revenue Recognition	$ 180

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=75031198&loc=d3e14064-108612

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-URI http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227

+ Details

Prepaid Expenses and Other Receivables (Details) - Schedule of prepaid expenses and other receivables - USD ($) $ in Thousands	Dec. 31, 2021	Mar. 31, 2021
Prepaid Expenses and Other Receivables [Abstract]
Other Receivables	$ 168	$ 143
Prepaid software	48	56
Prepaid Directors and officers insurance		2,209
Prepaid expenses	148	111
Total	$ 364	$ 2,519

Property and Equipment, Net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 90	$ 19

Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 1,266	$ 1,084
Less accumulated depreciation	(301)	(211)
Property and Equipment, Net	965	873
Computer equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	162	128
Furniture and fixture [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	16	16
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	145	10
Machinery [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	881	868
Vehicle [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 62	$ 62

Capitalized Website Costs, Net (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Capitalized Website Costs Net [Abstract]
Estimated useful lives	3 years
Amortizable website costs	$ 139		$ 139
Accumulated amortization	59		$ 48
Amortization expense	$ 11	$ 10

Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expenses	$ 47	$ 35
Goodwill	$ 632		$ 632

Intangible Assets and Goodwill (Details) - Schedule of intangible assets - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Acquired Finite-Lived Intangible Assets [Line Items]
Cost	$ 1,780	$ 1,780
Accumulated amortization	(224)	(177)
Net	1,556	1,603
Brand Rights [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Cost	930	930
Accumulated amortization	(111)	(88)
Net	819	842
Customer relationships [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Cost	850	850
Accumulated amortization	(113)	(89)
Net	$ 737	$ 761

Intangible Assets and Goodwill (Details) - Schedule of finite-lived intangible assets amortization expense - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Finite Lived Intangible Assets Future Amortization Expense Abstract
Remaining 2021	$ 140
2022	187
2023	187
2024	187
2025	187
2026 and thereafter	668
Total	$ 1,556	$ 1,603

Accrued Expenses (Details) - Schedule of accrued expenses - Accrued expenses [Member] - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Accrued Expenses (Details) - Schedule of accrued expenses [Line Items]
Accrued professional fees	$ 492	$ 1,135
Accrued consulting fees	160	97
Compensation related fees	332	225
Accrued construction costs	10,548	4,468
Financing lease liabilities	151	148
Operating lease liabilities	71
Accrued inventory purchases	1,064	164
Other accrued expenses	219	313
Total accrued expenses	$ 13,037	$ 6,550

Convertible Promissory Notes (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended
	Feb. 01, 2021	Jan. 11, 2021	Mar. 31, 2021	Mar. 31, 2020
Convertible Promissory Notes (Details) [Line Items]
Gain on extinguishment			$ 2,685
IPO [Member]
Convertible Promissory Notes (Details) [Line Items]
Conversion price (in Dollars per share)	$ 7.72
Aggregate principal amount	$ 13,100
Shares of common stock (in Shares)	1,697,075
Notes [Member]
Convertible Promissory Notes (Details) [Line Items]
Conversion price (in Dollars per share)		$ 7.72
Gain on extinguishment		$ 2,685
Extinguished debt		19,654
Principal		13,100
Derivative liabilities		7,141
Debt discount		587
Fair value of the new convertible notes		16,969
Convertible notes principal amount		13,100
Fair value of beneficial conversion feature		$ 3,869

Capital Structure (Details) - USD ($)					1 Months Ended					3 Months Ended
Capital Structure (Details) - USD ($)	Feb. 04, 2021	Feb. 01, 2021	Jan. 11, 2021	Aug. 10, 2020	Mar. 22, 2021	Feb. 19, 2021	Jan. 24, 2021	Dec. 18, 2020	May 31, 2020	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Jan. 09, 2020
Class of Stock [Line Items]
Authorized number of share													53,000,000
Shares of common stock													50,000,000
Par value (in Dollars per share)										$ 0.001		$ 0.001	$ 0.001
Preferred stock share													3,000,000
Preferred stock par value (in Dollars per share)													$ 0.001
Authorized Preferred Stock A													100,000
Stock option compensation expense (in Dollars)										$ 2,135,000	$ 61,000
2019 Stock Option Plan [Member]
Class of Stock [Line Items]
Stock option vesting percentage				25.00%
2019 Stock Option Plan [Member] \| Minimum [Member]
Class of Stock [Line Items]
Issuance of shares				1,743,744
2019 Stock Option Plan [Member] \| Maximum [Member]
Class of Stock [Line Items]
Issuance of shares				3,355,083
2020 Plan [Member]
Class of Stock [Line Items]
Issuance of shares								4,533,732
Options to purchase granted shares to directors							144,360
Stock option, description							The options will expire 10 years from the date of grant and have an exercise price per share of $4.86. 25% of the options vest 12 months following issuance and the balance vests in 36 equal monthly installments thereafter.
Total unrecognized compensation cost (in Dollars)											$ 12,847
Shares available to be granted										480,448
IPO [Member]
Class of Stock [Line Items]
Sale of stock	810,000	5,400,000			833,333	5,555,555
Share price (in Dollars per share)	$ 10.00	$ 10.00			$ 13.50	$ 13.50
Maximum number of additional shares		810,000
Exercise price of warrants (in Dollars per share)		$ 12.50
Shares issued as exercised percentage						3.00%
Warrants To buy Additional Shares [Member]
Class of Stock [Line Items]
Purchase of warrants	24,300	162,000			25,000	166,667
Over-Allotment Option [Member]
Class of Stock [Line Items]
Sale of additional shares					833,333
Sale of stock	810,000					833,333
Aggregate number of shares of common stock issued percentage		3.00%
Exercise price of warrants (in Dollars per share)	$ 12.50				$ 16.875	$ 16.875
Initial public offering price percentage	125.00%					125.00%
Shares issued as exercised percentage	3.00%				3.00%
Total Public Offerings [Member]
Class of Stock [Line Items]
Total public offerings	6,210,000				6,388,888
Total public offerings (in Dollars)	$ 57,000,000				$ 80,000,000
Conversions of Securities [Member]
Class of Stock [Line Items]
Conversion of Preferred A (in Shares)		1,373,038
Conversion of notes		1,697,075
Conversion price (in Dollars per share)		$ 7.72
Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Aggregate shares											60,000
Aggregate purchase price (in Dollars)									$ 4,000		$ 6,000
Sale of additional shares									40,000
Series A Convertible Preferred Stock [Member] \| Amendment of Conversion Formulas [Member]
Class of Stock [Line Items]
Convertible preferred stock terms of conversion			the Series A Preferred Stock is convertible, at any time after issuance or immediately prior to the closing of a public transaction, into common stock in an amount of shares equal to (i) the product of the Series A Preferred Stock original price plus accrued but unpaid dividends on the shares being converted, multiplied by the number of shares of Series A Preferred Stock being converted, divided by (ii) a conversion price of $7.72 per share (after the reverse split taking effect) and 2. immediately prior to the consummation of a public transaction, the outstanding principal amount of the Notes together with all accrued and unpaid interest shall convert into a number of fully paid and non-assessable shares of common stock equal to the quotient of (i) the outstanding principal amount of the Notes together with all accrued and unpaid interest thereunder immediately prior to such public transaction divided by (ii) a conversion price of $7.72 (after the reverse split taking effect).

Capital Structure (Details) - Schedule of valuation of options granted	3 Months Ended
	Mar. 31, 2021
Capital Structure (Details) - Schedule of valuation of options granted [Line Items]
Volatility	40.00%
Dividend yield	0.00%
0% Expected life (years)	10 years
Forfeiture rate	0.00%
Minimum [Member]
Capital Structure (Details) - Schedule of valuation of options granted [Line Items]
Risk-free interest rate	1.10%
Maximum [Member]
Capital Structure (Details) - Schedule of valuation of options granted [Line Items]
Risk-free interest rate	1.29%

Capital Structure (Details) - Schedule of option activity under the stock option plans - Stock Option [Member] - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Capital Structure (Details) - Schedule of option activity under the stock option plans [Line Items]
Number of options outstanding beginning balance	3,133,109	493,102
Weighted average exercise price Options outstanding beginning balance	$ 3.51	$ 3.16
Number of options Granted	1,200,934
Weighted average exercise price Granted	$ 12.79
Number of options Exercised	(174,223)
Weighted average exercise price Exercised	$ 2.51
Number of options Forfeited	(276,723)	(19,091)
Weighted average exercise price Forfeited	$ 3.67	$ 3.10
Number of options Expired	(4,076)
Weighted average exercise price Expired	$ 2.28
Number of options Options outstanding ending balance	3,879,021	474,011
Weighted average exercise price Options outstanding ending balance	$ 6.42	$ 3.16
Aggregate Intrinsic value Options outstanding ending balance
Number of options Options vested and exercisable		80,012
Weighted average exercise price Options vested and exercisable		$ 3.16
Number of options Options vested and exercisable	1,656,486
Weighted average exercise price Options vested and exercisable	$ 3.70

Capital Structure (Details) - Schedule of options vested and exercisable	3 Months Ended
	Mar. 31, 2021 $ / shares shares
2.28 [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options vested and exercisable, Number of options \| shares	1,349,470
Options vested and exercisable, Weighted average remaining contractual life (years)	8 years 317 days
Options vested and exercisable, Weighted average exercise price (in Dollars per share) \| $ / shares	$ 2.28
4.86 [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options vested and exercisable, Number of options \| shares	1,469,551
Options vested and exercisable, Weighted average remaining contractual life (years)	9 years 120 days
Options vested and exercisable, Weighted average exercise price (in Dollars per share) \| $ / shares	$ 4.86
13.84 [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options vested and exercisable, Number of options \| shares	1,050,000
Options vested and exercisable, Weighted average remaining contractual life (years)	9 years 321 days
Options vested and exercisable, Weighted average exercise price (in Dollars per share) \| $ / shares	$ 13.84
14.49 [Member]
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options vested and exercisable, Number of options \| shares	10,000
Options vested and exercisable, Weighted average remaining contractual life (years)	9 years 324 days
Options vested and exercisable, Weighted average exercise price (in Dollars per share) \| $ / shares	$ 14.49

Capital Structure (Details) - Schedule of options expected to vest	3 Months Ended
	Mar. 31, 2021 $ / shares shares
2.28 [Member]
Capital Structure (Details) - Schedule of options expected to vest [Line Items]
Options expected to vest, Number of options \| shares	464,509
Options expected to vest, Weighted average remaining contractual life (years)	9 years 51 days
Options expected to vest, Weighted average exercise price (in Dollars per share) \| $ / shares	$ 2.28
4.86 [Member]
Capital Structure (Details) - Schedule of options expected to vest [Line Items]
Options expected to vest, Number of options \| shares	737,185
Options expected to vest, Weighted average remaining contractual life (years)	9 years 219 days
Options expected to vest, Weighted average exercise price (in Dollars per share) \| $ / shares	$ 4.86
13.84 [Member]
Capital Structure (Details) - Schedule of options expected to vest [Line Items]
Options expected to vest, Number of options \| shares	1,020,841
Options expected to vest, Weighted average remaining contractual life (years)	9 years 321 days
Options expected to vest, Weighted average exercise price (in Dollars per share) \| $ / shares	$ 13.84

Net Loss Per Share (Details) - Schedule of basic and diluted net loss per share - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Numerator:
Net loss attributable to Agrify Corporation	$ (3,810)	$ (3,413)
Accrued dividend attributable to Preferred A Stockholders	(61)	(84)
Net loss available for common shareholders	$ (3,871)	$ (3,497)
Denominator:
Weighted-average common shares outstanding – basic and diluted (in Shares)	11,568,105	3,760,109
Net loss per share attributable to common stockholders – basic and diluted (in Dollars per share)	$ (0.33)	$ (0.93)

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22595-107794

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=121326447&loc=d3e1448-109256

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=121326447&loc=d3e1377-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=121326447&loc=SL5780133-109256

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
-Topic 280
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-Section 50
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-Name Accounting Standards Codification
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

+ Details

Net Loss Per Share (Details) - Schedule of anti-dilutive shares - shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	4,844,928	493,102
Options outstanding [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	3,879,021	493,102
Warrants outstanding [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	965,907

Commitments and Contingencies (Details) - USD ($) $ in Thousands			3 Months Ended
	Feb. 05, 2021	Mar. 09, 2020	Mar. 31, 2021	Dec. 31, 2020	Jul. 28, 2020	Jun. 07, 2019
Commitments and Contingencies (Details) [Line Items]
Leasehold improvements	$ 193
Base lease and other operating fee	$ 530
Purchase order mack amount				$ 5,200
Minimum purchases amount first year			$ 514
Minimum purchases amount second year			660
Minimum purchase increase percentage		3.00%
Committed purchases amount				$ 1,904
Settled commitment amount			1,056
Accrued amount			$ 848
Bluezone Products, Inc. [Member]
Commitments and Contingencies (Details) [Line Items]
Minimum purchases amount first year						$ 480
Minimum purchases amount second year						$ 600
Enozo Technologies Inc. [Member]
Commitments and Contingencies (Details) [Line Items]
Minimum purchases amount first year December 31, 2021		$ 375
Minimum purchases amount first year December 31, 2022		750
Minimum purchases amount first year December 31, 2023		$ 1,125
4D Bios [Member] \| Minimum [Member]
Commitments and Contingencies (Details) [Line Items]
Minimum purchase value					$ 577
4D Bios [Member] \| Maximum [Member]
Commitments and Contingencies (Details) [Line Items]
Minimum purchase value					$ 607

Commitments and Contingencies (Details) - Schedule of lease activity - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Schedule of lease activity [Abstract]
Operating lease cost	$ 14
Finance lease cost:
Amortization of right-of-use assets	45
Interest on lease liabilities	12
Short-term lease cost		43
Total lease cost	$ 71	$ 43
Weighted-average remaining lease term – operating leases	1 year 295 days
Weighted-average remaining lease term – finance leases	3 years 266 days
Weighted-average discount rate – operating leases	8.13%
Weighted-average discount rate – finance leases	8.10%

Commitments and Contingencies (Details) - Schedule of operating lease liabilities - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Schedule of operating lease liabilities [Abstract]
Right-of-use assets, net	$ 622	$ 544
Operating lease liabilities, current	71
Operating lease liabilities, non- current	52
Total operating lease liabilities	123
Finance lease liabilities, current	151	148
Finance lease liabilities, non- current	395	434
Total operating lease liabilities	$ 546	$ 582

Commitments and Contingencies (Details) - Schedule of lease liabilities under non-cancellable finance leases $ in Thousands	Mar. 31, 2021 USD ($)
Commitments and Contingencies (Details) - Schedule of lease liabilities under non-cancellable finance leases [Line Items]
2021	$ 201
2022	241
2023	168
2024	91
2025	50
Thereafter	16
Total minimum lease payments	767
Less imputed interest	(97)
Total lease liabilities	670
Operating lease [Member]
Commitments and Contingencies (Details) - Schedule of lease liabilities under non-cancellable finance leases [Line Items]
2021	59
2022	60
2023	14
2024
2025
Thereafter
Total minimum lease payments	133
Less imputed interest	(10)
Total lease liabilities	123
Finance lease [Member]
Commitments and Contingencies (Details) - Schedule of lease liabilities under non-cancellable finance leases [Line Items]
2021	142
2022	181
2023	154
2024	91
2025	50
Thereafter	16
Total minimum lease payments	634
Less imputed interest	(87)
Total lease liabilities	$ 547

Related Parties (Details) $ in Thousands	3 Months Ended
Related Parties (Details) $ in Thousands	Mar. 31, 2021 USD ($)
4D Bios [Member]
Related Parties (Details) [Line Items]
Inventory purchase	$ 384

Related Parties (Details) - Schedule of net purchasing activity - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Bluezone [Member]
Related Party Transaction [Line Items]
Net purchase		$ 67
Net related party payable	$ (7)		$ (7)
Four 4D Bios [Member]
Related Party Transaction [Line Items]
Net purchase	447	133
Net related party payable
Valiant Americas, LLC. [Member]
Related Party Transaction [Line Items]
Net purchase	1,077
Net related party payable	(3,383)		$ (4,246)
Living Greens farm [Member]
Related Party Transaction [Line Items]
Net purchase	(58)	$ (70)
Net related party payable	$ 58