SECURITIES AND EXCHANGE COMMISSION
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 6, 2022, Agrify Corporation (the “Company”) notified The Nasdaq Stock Market (“Nasdaq”) of the Company’s inadvertent non-compliance with Nasdaq’s audit committee composition requirements set forth in Nasdaq Listing Rule 5605(c)(2), which requires, among other things, an audit committee to consist of at least three members, each of whom is independent. The non-compliance was a result of Timothy Mahoney, a member of the Audit Committee, not qualifying as independent pursuant to Nasdaq Listing Rule 5605(c)(2)(A)(ii) and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Act”), as a result of the Company having paid consulting fees to a consulting group that is partially owned by Mr. Mahoney. Mr. Mahoney did not provide any consulting services on behalf of the consulting group and did not receive any fees from the consulting group in connection with the agreement between the consulting group and the Company. However, under Rule 10A-3(b)(1) under the Act, a director will not be deemed independent for purposes of service on a company’s audit committee if the director has received any consulting fees, whether directly or indirectly. To address this matter, effective as of March 31, 2022, the Company terminated the agreement with the consulting group.
Following such actions, on April 11, 2022, Nasdaq issued a letter to the Company acknowledging the non-compliance described above and confirming that, subject to the satisfaction of applicable disclosure requirements, the Company has regained compliance with Nasdaq Listing Rule 5605(c)(2).
The notification to Nasdaq was made in accordance with Nasdaq Rule 5625, which requires a company with common securities listed on Nasdaq to report any noncompliance of Nasdaq’s Rule 5600 series. This report shall not constitute an admission that the inadvertent noncompliance reported herein is material.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: April 12, 2022||By:||/s/ Timothy R. Oakes|
|Timothy R. Oakes|
|Chief Financial Officer|