0001013762-23-000166 | 10-Q/A | XBRL Viewer

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Accounts Receivable (Details) - Schedule of Allowance for Doubtful Accounts - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Schedule Of Allowance For Doubtful Accounts Abstract
Allowance for doubtful accounts - beginning of period	$ 1,415	$ 54	$ 54
Provision for doubtful accounts			1,187
Other adjustments			174
Allowance for doubtful accounts - end of period	$ 1,415		$ 1,415

Revenue and Deferred Revenue (Details) - Schedule of Revenue Disaggregated by Timing of Revenue Recognition - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Total revenue	$ 26,021	$ 7,008
Transferred At a Point in Time [Member]
Disaggregation of Revenue [Line Items]
Total revenue	12,774	6,828
Transferred Over Time [Member]
Disaggregation of Revenue [Line Items]
Total revenue	$ 13,247	$ 180

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Restatement of Current Period (Details) - Schedule of the Impact of the Restatement and Reclassifications on the Company’s Condensed Consolidated Balance Sheet (Parentheticals) $ / shares in Units, $ in Thousands	Mar. 31, 2022 USD ($) $ / shares shares
Previously Reported [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Allowance for doubtful accounts (in Dollars) \| $	$ 1,415
Inventory, net of reserves (in Dollars) \| $	$ 942
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.001
Common stock, shares authorized	250,000
Common stock, shares issued	132,714
Common stock, shares outstanding	132,714
Preferred stock par value (in Dollars per share) \| $ / shares	$ 0.001
Preferred stock, shares authorized	2,895,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Previously Reported [Member] \| Preferred A Stock
Condensed Balance Sheet Statements, Captions [Line Items]
Preferred stock par value (in Dollars per share) \| $ / shares	$ 0.001
Preferred stock, shares authorized	105,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Revision of Prior Period, Adjustment [Member] \| Warrant [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Allowance for doubtful accounts (in Dollars) \| $	$ 1,415
Inventory, net of reserves (in Dollars) \| $	$ 942
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.001
Common stock, shares authorized	250,000
Common stock, shares issued	132,714
Common stock, shares outstanding	132,714
Preferred stock par value (in Dollars per share) \| $ / shares	$ 0.001
Preferred stock, shares authorized	2,895,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Revision of Prior Period, Adjustment [Member] \| Reverse Stock Split [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Allowance for doubtful accounts (in Dollars) \| $	$ 1,415
Inventory, net of reserves (in Dollars) \| $	$ 942
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.001
Common stock, shares authorized	250,000
Common stock, shares issued	132,714
Common stock, shares outstanding	132,714
Preferred stock par value (in Dollars per share) \| $ / shares	$ 0.001
Preferred stock, shares authorized	2,895,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Revision of Prior Period, Adjustment [Member] \| Debt Issuance Costs [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Allowance for doubtful accounts (in Dollars) \| $	$ 1,415
Inventory, net of reserves (in Dollars) \| $	$ 942
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.001
Common stock, shares authorized	250,000
Common stock, shares issued	132,714
Common stock, shares outstanding	132,714
Preferred stock par value (in Dollars per share) \| $ / shares	$ 0.001
Preferred stock, shares authorized	2,895,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Revision of Prior Period, Adjustment [Member] \| Preferred A Stock \| Warrant [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Preferred stock par value (in Dollars per share) \| $ / shares	$ 0.001
Preferred stock, shares authorized	105,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Revision of Prior Period, Adjustment [Member] \| Preferred A Stock \| Reverse Stock Split [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Preferred stock par value (in Dollars per share) \| $ / shares	$ 0.001
Preferred stock, shares authorized	105,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Revision of Prior Period, Adjustment [Member] \| Preferred A Stock \| Debt Issuance Costs [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Preferred stock par value (in Dollars per share) \| $ / shares	$ 0.001
Preferred stock, shares authorized	105,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Restated [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Allowance for doubtful accounts (in Dollars) \| $	$ 1,415
Inventory, net of reserves (in Dollars) \| $	$ 942
Common stock, par value (in Dollars per share) \| $ / shares	$ 0.001
Common stock, shares authorized	250,000
Common stock, shares issued	132,714
Common stock, shares outstanding	132,714
Preferred stock par value (in Dollars per share) \| $ / shares	$ 0.001
Preferred stock, shares authorized	2,895,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Restated [Member] \| Preferred A Stock
Condensed Balance Sheet Statements, Captions [Line Items]
Preferred stock par value (in Dollars per share) \| $ / shares	$ 0.001
Preferred stock, shares authorized	105,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0

Capital Structure (Tables)

3 Months Ended

Mar. 31, 2022

Capital Structure [Abstract]

Schedule of Valuation of Options Granted

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

Volatility			40%
Risk-free interest rate			1.10% – 1.63%
Dividend yield			0.00%
0% Expected life (years)			10
Forfeiture rate			0.00%

Schedule of Option Activity Under the Company's Stock Option Plans

The following table presents option activity under the Company’s stock option plans for the three months ended March 31, 2022 and 2021:

(In thousands, except share and per share data)	Number of Options			Weighted-Average Exercise Price		Aggregate Intrinsic Value
Options outstanding at January 1, 2021		15,666		$	702.00	$	—
Granted		6,005			2,558.00
Exercised		(871	)		502.00
Forfeited		(1,384	)		734.00
Expired		(21	)		456.00
Options outstanding at March 31, 2021		19,395		$	1,284.00	$	—

Options outstanding at January 1, 2022		17,821			1,436.00	$	62.64
Granted		—			—
Exercised		(21	)		460.00
Forfeited		(758	)		1,370.00
Expired		(267	)		3,546.00
Options outstanding at March 31, 2022		16,775		$	1,406.00	$	12.23

Options vested and exercisable as of March 31, 2022		10,562		$	1,108.00
Options vested and expected to vest as of March 31, 2022		15,967		$	1,380.00

Schedule of Options Vested and Exercisable

The following table summarizes information about options vested and exercisable at March 31, 2022:

		Options Vested and Exercisable
	Price ($)		Number of Options	Weighted-Average Remaining Contractual Life (Years)		Weighted-Average Exercise Price
$	456.00		4,210	8.14	$	456.00
$	972.00		4,174	8.57	$	972.00
$	1,536.00-$2,898.00		2,178	8.82	$	2,624.00

Schedule of Options Expected to Vest

The following table summarizes information about options expected to vest after March 31, 2022:

		Options Vested and Expected to Vest
Price ($)		Number of Options		Weighted-Average Remaining Contractual Life (Years)		Weighted-Average Exercise Price
$	456.00		5,073		8.14	$	456.00
$	972.00		5,375		8.57	$	972.00
$	1,536.00-$2,898.00		5,519		8.82	$	2,628.00

Schedule of Warrant Activity

As of March 31, 2022, warrants to purchase 50,780 shares of Common Stock were outstanding. The following table presents the Company’s warrant activity for the three months ended March 31, 2022 and 2021:

	Number of Warrants			Weighted-Average Exercise Price
Warrants outstanding at December 31, 2020		4,140		$	4.00
Granted		1,890			4.00
Exercised		(4,672	)		4.00
Warrants outstanding at March 31, 2021		1,358		$	4.00
Warrants outstanding at December 31, 2021		1,358		$	4.00
Granted		57,339			1,204.00
Exercised		(7,917	)		0.00
Warrants outstanding at March 31, 2022		50,780		$	1,360.00

Revenue and Deferred Revenue

3 Months Ended

Mar. 31, 2022

Revenue and Deferred Revenue [Abstract]

Revenue and Deferred Revenue

Note 5 — Revenue and Deferred Revenue

Revenue

During the three months ended March 31, 2022 and 2021, the Company generated revenue from the following sources: (1) equipment sales, (2) services sales and (3) construction contracts.

The Company sells its 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 (“VFUs”), 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 time-and-material contracts. The Company enters into time-and-materials contracts under which the Company is paid for labor and equipment at negotiated hourly billing rates and other expenses, including materials, as incurred at rates agreed to in the contract. The Company uses three main sub-contractors to execute the construction contracts.

Disaggregation of Revenue — The following table provides the Company’s revenue disaggregated by timing of revenue recognition:

	Three Months ended March 31,
(In thousands)	2022		2021
Transferred at a point in time	$	12,774	$	6,828
Transferred over time		13,247		180
Total revenue	$	26,021	$	7,008

In accordance with ASC 606-10-50-13, the Company is required to include disclosure on its remaining performance obligations as of the end of the current reporting period. Due to the nature of the Company’s contracts, these reporting requirements are not applicable, because the majority of the Company’s remaining contracts meet certain exemptions as defined in ASC 606-10-50-14 through 606-10-50-14A, including (i) performance obligation is part of a contract that has an original expected duration of one year or less and (ii) the right to invoice practical expedient.

The Company generally provides a one-year warranty on its products for materials and workmanship but may provide multiple year warranties as negotiated, and generally transfers to its customers the warranties it receives from its vendors, if any, which generally cover 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. The Company maintains a reserve for warranty returns of $398 thousand for both March 31, 2022 and December 31, 2021. The Company’s reserve for warranty returns is included in accrued expenses and other current liabilities in its condensed consolidated balance sheets.

Deferred Revenue

Changes in the Company’s current deferred revenue balance for the three months ended March 31, 2022 and the year ended December 31, 2021 were as follows:

(In thousands)	Three Months ended March 31, 2022			Year ended December 31, 2021
Deferred revenue – beginning of period	$	3,772		$	152
Additions		5,089			3,758
Interest income on deferred revenue		—			4
Recognized		(4,679	)		(142	)
Deferred revenue – end of period	$	4,182		$	3,772

Deferred revenue balances primarily consist of customer deposits on our cultivation and extraction solutions equipment. As of March 31, 2022 and December 31, 2021, all of the Company’s deferred revenue balances were reported as current liabilities in our accompanying condensed consolidated balance sheets.

- 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
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Revenue and Deferred Revenue (Tables)

3 Months Ended

Mar. 31, 2022

Revenue and Deferred Revenue [Abstract]

Schedule of Revenue Disaggregated by Timing of Revenue Recognition

The following table provides the Company’s revenue disaggregated by timing of revenue recognition:

	Three Months ended March 31,
(In thousands)	2022		2021
Transferred at a point in time	$	12,774	$	6,828
Transferred over time		13,247		180
Total revenue	$	26,021	$	7,008

Schedule of Current Deferred Revenue

Changes in the Company’s current deferred revenue balance for the three months ended March 31, 2022 and the year ended December 31, 2021 were as follows:

(In thousands)	Three Months ended March 31, 2022			Year ended December 31, 2021
Deferred revenue – beginning of period	$	3,772		$	152
Additions		5,089			3,758
Interest income on deferred revenue		—			4
Recognized		(4,679	)		(142	)
Deferred revenue – end of period	$	4,182		$	3,772

Business Combination

3 Months Ended

Mar. 31, 2022

Business Combination [Abstract]

Business Combination

Note 15 — Business Combination

Acquisition of Lab Society

On February 1, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Lab Society, Lab Society NewCo, LLC, a newly-formed wholly-owned subsidiary of the Company (“Merger Sub”), Michael S. Maibach Jr., as the Owner Representative thereunder, and each of the shareholders of Lab Society (collectively, the “Owners”), pursuant to which the Company agreed to acquire Lab Society. Concurrently with the execution of the Merger Agreement, the Company consummated the merger of Lab Society with and into Merger Sub, with Merger Sub surviving such merger as a wholly-owned subsidiary of the Company (the “Lab Society Acquisition”).

The aggregate consideration for the Lab Society Acquisition consisted of: (a) $4.0 million in cash, subject to certain adjustments for working capital, cash and indebtedness of Lab Society at closing; (b) 2,128 shares of Common Stock (the “Buyer Shares”); and (c) the Earn-out Consideration (as defined below), to the extent earned.

The Company withheld 638 of the Buyer Shares issuable to the Owners (the “Holdback Lab Buyer Shares”) for the purpose of securing any post-closing adjustment owed to the Company and any claim for indemnification or payment of damages to which the Company may be entitled under the Merger Agreement. The Holdback Lab Buyer Shares will be released following the twelve-month anniversary of the Closing Date in accordance with and subject to the conditions of the Merger Agreement.

The Merger Agreement includes customary post-closing adjustments, representations and warranties and covenants of the parties. The Owners may become entitled to additional consideration with a value of up to $3.5 million based on the eligible net revenues achieved by the Lab Society business during the fiscal years ending December 31, 2022 and December 31, 2023, of which 50% will be payable in cash and the remaining 50% will be payable by issuing shares of Common Stock.

Transaction and related costs, consisting primarily of professional fees, directly related to the acquisition, totaled approximately $28 thousand for the three months ended March 31, 2022. All transaction and related costs were expensed as incurred and are included in general and administrative expenses.

The Company has prepared purchase price allocations for the business combination with Lab Society on a preliminary basis. Changes to those allocations may occur as additional information becomes available during the respective measurement period (up to one year from the acquisition date). Fair values still under review as of March 31, 2022 include values assigned to identifiable intangible assets and goodwill.

The following table sets forth the components and the allocation of the purchase price for the business combination:

(In thousands)
Purchase price consideration:
Estimated closing proceeds	$	4,002
Transaction expenses		80
Closing buyer shares		1,904
Holdback buyer shares		816
Earn-out consideration		1,420
Estimated working capital adjustment		(255	)
Fair value of total consideration transferred		7,967
Total purchase price, net of cash acquired	$	7,402

Fair value allocation of purchase price:
Cash and cash equivalents	$	565
Accounts receivable		511
Inventory		2,130
Prepaid expenses and other current receivables		55
Right of use assets, net		304
Property and equipment, net		177
Prepaid and refundable taxes		194
Accounts payable, accrued expenses, and other current liabilities		(1,224	)
Deferred revenue		(963	)
Deferred tax liability		(237	)
Finance lease liabilities, current		(36	)
Finance lease liabilities, noncurrent		(35	)
Operating lease liabilities, current		(112	)
Operating lease liabilities, noncurrent		(192	)
Acquired intangible assets		2,462
Goodwill		4,368
Total purchase price	$	7,967

Identified intangible assets consist of trade names, technology, and customer relationships. The fair value of intangible assets and the determination of their respective useful lives were made in accordance with ASC 805 and are outlined in the table below:

(In thousands)	Asset Value		Useful Life
Identified intangible assets:
Trade names	$	317	5 years
Acquired developed technology		1,432	8 years
Customer relationships		713	6 years
Total identified intangible assets	$	2,462

The Company’s initial fair value estimates related to the various identified intangible assets of Lab Society were determined under various valuation approaches including the Income Approach, Relief-from-Royalty Method, and Discounted Cash Flow Method. These valuation methods require management to project revenues, operating expenses, working capital investment, capital spending and cash flows for the reporting unit over a multiyear period, as well as determine the weighted-average cost of capital to be used as a discount rate.

The Company amortizes its intangible assets assuming no residual value over periods in which the economic benefit of these assets is consumed.

The amount of revenue of Lab Society included in the condensed consolidated statement of operations from the acquisition date of February 1, 2022 to March 31, 2022 was $1.5 million.

Acquisition of Precision and Cascade

On September 29, 2021 (the “Execution Date”), the Company entered into a Plan of Merger and Equity Purchase Agreement, as amended by an amendment dated as of October 1, 2021 (as amended, the “Purchase Agreement”), with Sinclair Scientific, LLC, a Delaware limited liability company (“Sinclair”), Mass2Media, LLC, d/b/a PX2 Holdings, LLC, d/b/a Precision Extraction Solutions, a Michigan limited liability company (“Precision”); and each of the equity holders of Sinclair named therein (collectively, the “Sinclair Members”). On October 1, 2021, the Company consummated the transactions contemplated by the Purchase Agreement.

Subject to the terms and conditions set forth in the Purchase Agreement, (1) Sinclair transferred, to the Company, and the Company purchased (the “Interest Purchase”) from Sinclair, 100% of the equity interests of Cascade Sciences, LLC, a Delaware limited liability company (“Cascade”), such that immediately after the consummation of such Interest Purchase, Cascade became a wholly-owned subsidiary of the Company, and (2) Precision merged (the “Merger”) with and into a newly-formed wholly-owned subsidiary of the Company, Precision Extraction NewCo, LLC.

The aggregate consideration for the Interest Purchase and the Merger consisted of: (a) the sum of $30 million in cash, plus consideration payable to holders of outstanding Sinclair equity awards, subject to certain adjustments for working capital, cash and indebtedness, payable in connection with the Interest Purchase; (b) the number of shares of Common Stock, subject to adjustment, equal to the quotient of (i) $20.0 million divided by (ii) the volume weighted-average price per share of Common Stock on The Nasdaq Capital Market for the 30 consecutive trading days ending on the Execution Date (the “VWAP Price”), issuable in connection with the Merger; and (c) the True-Up Buyer Shares, if any (as defined below), issuable in connection with the Merger.

The Purchase Agreement includes customary post-closing adjustments, representations and warranties and covenants of the parties. The Sinclair Members may become entitled to additional shares of Common Stock (the “True-Up Buyer Shares”) and cash (together with the True-Up Buyer Shares, the “Aggregate True-Up Payment) based on the eligible net revenues (as defined in the Purchase Agreement) achieved by the Cascade and Precision businesses during the fiscal year ending December 31, 2021. However, in no event shall the aggregate purchase price paid by the Company pursuant to the terms of the Purchase Agreement, taking into account any Aggregate True-Up Payment in favor of the Sinclair Members, exceed $65.0 million. During the fourth quarter of 2021, the fair value of the contingent earn-out consideration totaled $5.4 million based on Sinclair Members achieving certain revenue targets.

Transaction and related costs, consisting primarily of professional fees, directly related to the acquisition, totaled approximately $38 thousand for the three months ended March 31, 2022. All transaction and related costs were expensed as incurred and are included in selling, general and administrative expenses. The purchase price allocation for the business combination has been prepared on a preliminary basis and changes to those allocations may occur as additional information becomes available during the measurement period (up to one year from the acquisition date).

The following table sets forth the components and the allocation of the purchase price for the business combination:

(In thousands)
Purchase price consideration:
Cash paid to Sinclair Members at close	$	23,000
Cash contributed to escrow accounts at close		7,000
Cash paid for excess net working capital		1,430
Stock issued at close		14,535
Fair value of contingent consideration to be achieved		3,953
Fair value of total consideration transferred		49,918
Total purchase price, net of cash acquired	$	48,630

Fair value allocation of purchase price:
Cash and cash equivalents	$	1,288
Accounts receivable		897
Inventory		6,761
Prepaid expenses and other current receivables		1,736
Property and equipment, net		970
Right of use assets, net		730
Capitalized web costs, net		2
Accounts payable and accrued expenses		(9,223	)
Deferred revenue		(5,419	)
Long-term debt		(1,961	)
Operating lease liabilities, current		(392	)
Operating lease liabilities, noncurrent		(362	)
Acquired intangible assets		9,889
Goodwill		45,002
Total purchase price	$	49,918

Identified intangible assets consist of trade names, technology, non-compete agreements, and customer relationships. The fair value of intangible assets and the determination of their respective useful lives were made in accordance with ASC 805 and are outlined in the table below:

(In thousands)	Asset Value		Useful Life
Identified intangible assets:
Trade names	$	1,260	6 to 7 years
Acquired developed technology		3,818	5 years
Non-compete agreements		1,202	5 years
Customer relationships		3,609	7 to 8 years
Total identified intangible assets	$	9,889

The Company’s initial fair value estimates related to the various identified intangible assets were determined under various valuation approaches including the Income Approach, Relief-from-Royalty Method, and Discounted Cash Flow Method. These valuation methods require management to project revenues, operating expenses, working capital investment, capital spending and cash flows for the reporting unit over a multiyear period, as well as determine the weighted-average cost of capital to be used as a discount rate.

The Company amortizes its intangible assets assuming no residual value over periods in which the economic benefit of these assets is consumed.

Acquisition of PurePressure

On December 31, 2021, the Company entered into a Membership Interest Purchase Agreement (the “Pure Purchase Agreement”) with PurePressure, LLC, a Colorado Limited liability company (“PurePressure”) and the members of PurePressure (collectively, the “Members”), Benjamin Britton as the Member Representative thereunder, and each of the Members. Concurrently with the execution of the Pure Purchase Agreement, the Company consummated the acquisition of all the outstanding equity interests of PurePressure, such that immediately after the consummation of such purchase, PurePressure became a wholly-owned subsidiary of the Company (the “Acquisition”).

The aggregate consideration for the Acquisition consisted of: (a) $4.0 million in cash, subject to certain adjustments for working capital, cash and indebtedness of PurePressure at closing; (b) 1,646 shares of Common Stock (the “Buyer Shares”); and (c) the Earn-out Consideration (as defined below), to the extent earned.

The Company withheld 444 of the Buyer Shares issuable to certain Members (the “Holdback Buyer Shares”) for the purpose of securing any post-closing adjustment owed to the Company and any claim for indemnification or payment of damages to which the Company may be entitled under the Pure Purchase Agreement. The Holdback Buyer Shares will be released following the twelve-month anniversary of the Closing Date in accordance with and subject to the conditions of the Pure Purchase Agreement.

The Pure Purchase Agreement includes customary post-closing adjustments, representations and warranties and covenants of the parties. The Members may become entitled to additional consideration with a value of up to $3.0 million based on the eligible net revenues achieved by the PurePressure business during the fiscal years ending December 31, 2022 and December 31, 2023, of which 40% will be payable in cash and the remaining 60% will be payable by issuing shares of Common Stock (collectively, the “Earn-out Consideration”).

Transaction and related costs, consisting primarily of professional fees, directly related to the acquisition, totaled approximately $562 thousand for the three months ended March 31, 2022. All transaction and related costs were expensed as incurred and are included in general and administrative expenses.

The purchase price allocation for the business combination has been prepared on a preliminary basis and changes to those allocations may occur as additional information becomes available during the respective measurement period (up to one year from the acquisition date). Fair values still under review as of March 31, 2022 include values assigned to identifiable intangible assets and goodwill.

The following table sets forth the components and the allocation of the purchase price for the business combination:

(In thousands)
Purchase price consideration:
Estimated closing proceeds	$	3,613
Indebtedness paid		320
Transaction expenses		115
Closing buyer shares		2,211
Holdback buyer shares		654
Earn-out consideration		707
Estimated working capital adjustments		330
Fair value of total consideration transferred		7,950
Total purchase price, net of cash acquired	$	7,647

Fair value allocation of purchase price:
Cash and cash equivalents	$	303
Accounts receivable, net		48
Inventory		1,537
Property and equipment, net		219
Right of use assets, net		191
Prepaid expenses and other current receivables		61
Other non-current assets		16
Accounts payable and accrued expenses		(765	)
Deferred revenue		(762	)
Operating lease liabilities, current		(117	)
Operating lease liabilities, noncurrent		(74	)
Finance lease liabilities, current		(4	)
Finance lease liabilities, noncurrent		(10	)
Notes payable, current		(260	)
Notes payable, noncurrent		(12	)
Acquired intangible assets		3,037
Goodwill		4,542
Total purchase price	$	7,950

(In thousands)	Asset Value		Useful Life
Identified intangible assets:
Trade name	$	227	5 years
Acquired developed technology		1,093	8 years
Customer relationships		1,717	5 years
Total identified intangible assets	$	3,037

Subject to certain customary limitations, (i) the Members will indemnify the Company and its affiliates, officers, directors and other agents against certain losses related to, among other things, breaches of the Members’ and PurePressure’s representations and warranties, indebtedness, transaction expenses, pre-closing taxes and the failure to perform covenants or obligations under the Pure Purchase Agreement, and (ii) the Company will indemnify the Members and their respective affiliates, officers, directors and other agents against certain losses related to, among other things, breaches of the Company’s representations and warranties and the failure to perform covenants or obligations under the Pure Purchase Agreement.

Accrued Expenses and Other Current Liabilities (Details) - Schedule of Accrued Expenses and Other Current Liabilities - USD ($)
$ in Thousands

Mar. 31, 2022

Dec. 31, 2021

Schedule Of Accrued Expenses And Other Current Liabilities Abstract

Accrued acquisition liability

^[1]

$ 11,179

$ 9,198

Sales tax payable

^[2]

5,520

5,290

Accrued construction costs

8,542

8,803

Compensation related fees

3,232

3,491

Accrued professional fees

466

1,104

Accrued warranty expenses

398

Accrued consulting fees

Accrued inventory purchases

536

201

Financing lease liabilities

182

156

Accrued non-income taxes

Total accrued expenses and other current liabilities

$ 30,112

$ 28,764

[1]	Accrued acquisition liabilities includes both the contingent consideration and the value of held back Common Stock associated with the 2022 acquisition of Lab Society and the 2021 acquisitions of Precision, Cascade and PurePressure.
[2]	Sales tax payable primarily represents identified sales and use tax liabilities arising from our acquisition of Precision and Cascade. These amounts are included as part of our initial purchase price allocations and are the subject matter of an indemnification claim under the Precision and Cascade acquisition agreement.

Summary of Significant Accounting Policies (Details) - Schedule of Finite-Lived Useful Lives	Mar. 31, 2022
Trade names [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived useful lives	5 years
Trade names [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived useful lives	7 years
Acquired developed technology [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived useful lives	5 years
Acquired developed technology [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived useful lives	8 years
Non-compete agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived useful lives	5 years
Customer relationships [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived useful lives	5 years
Customer relationships [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived useful lives	8 years
Capitalized website costs [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived useful lives	3 years
Capitalized website costs [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived useful lives	5 years

Fair Value Measures (Details) - Schedule of Fair Value of the PIPE Warrants and the SPA Warrants	3 Months Ended
	Mar. 31, 2022 $ / shares
PIPE Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock price (in Dollars per share)	$ 1,100
Exercise price (in Dollars per share)	$ 1,496
Expected term (in years)	5 years 6 months
Annualized volatility	87.53%
Annual rate of quarterly dividends	0.00%
Discount rate -bond equivalent yield	1.65%
SPA Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock price (in Dollars per share)	$ 1,228
Exercise price (in Dollars per share)	$ 1,350
Expected term (in years)	5 years 6 months
Annualized volatility	87.57%
Annual rate of quarterly dividends	0.00%
Discount rate -bond equivalent yield	2.12%
PIPE Remeasured Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock price (in Dollars per share)	$ 926
Exercise price (in Dollars per share)	$ 1,496
Expected term (in years)	5 years 3 months 18 days
Annualized volatility	87.68%
Annual rate of quarterly dividends	0.00%
Discount rate -bond equivalent yield	2.42%
(new) SPA Remeasured Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock price (in Dollars per share)	$ 926
Exercise price (in Dollars per share)	$ 1,350
Expected term (in years)	5 years 4 months 24 days
Annualized volatility	87.79%
Annual rate of quarterly dividends	0.00%
Discount rate -bond equivalent yield	2.42%

Property and Equipment, Net

3 Months Ended

Mar. 31, 2022

Property and Equipment, Net [Abstract]

Property and Equipment, Net

Note 11 — Property and Equipment, Net

Property and equipment, net consisted of the following as of March 31, 2022 and December 31, 2021:

(In thousands)	March 31, 2022			December 31, 2021
Computer and office equipment	$	519		$	473
Furniture and fixtures		458			385
Leasehold improvements		993			841
Machinery and equipment		990			898
Software		210			174
Vehicles		143			143
Research and development laboratory equipment		205			163
Leased equipment at customer		690			619
Trade show assets		80			80
Total property and equipment, gross		4,288			3,776
Accumulated depreciation		(1,156	)		(780	)
Construction in progress		3,923			3,236
Total property and equipment, net	$	7,055		$	6,232

Depreciation expense for the three months ended March 31, 2022 and 2021 was $379 thousand and $90 thousand, respectively.

Capital Structure (Details) - Schedule of Valuation of Options Granted	12 Months Ended
	Dec. 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	1.63%

Related Parties (Details) - Schedule of Net Purchasing (Sales) Activity - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2022

Mar. 31, 2021

$ 5

^[1]

447

Cannae Policy Group [Member]

Net purchase

Topline Performance Group [Member]

Net purchase

NEIA [Member]

Revenue from related parties

(634)

(5,460)

Greenstone Holdings [Member]

Revenue from related parties

(637)

Valiant Americas, LLC. [Member]

Net purchase

4,951

1,077

Living Green Farm [Member]

Revenue from related parties

$ (58)

[1]	Purchases from 4D Bios for the three months ended March 31, 2021 include $384 thousand for a down payment on inventory orders.

Fair Value Measures (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities at Fair Value on a Recurring Basis

At March 31, 2022 and December 31, 2021, the Company’s assets and liabilities measured at fair value on a recurring basis were as follows:

	March 31, 2022								December 31, 2021
	Fair Value Measurements Using Input Types								Fair Value Measurements Using Input Types
(In thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Mutual funds (included in cash and cash equivalents)	$	43,528	$	-	$	-	$	43,528	$	178	$	-	$	-	$	178
Municipal bonds		19,306		-		-		19,306		9,961		-		-		9,961
Corporate bonds		18,905		-		-		18,905		34,589		-		-		34,589
Total assets	$	81,739	$	-	$	-	$	81,739	$	44,728	$	-	$	-	$	44,728
Liabilities:
Contingent consideration	$	-	$	-	$	7,557	$	7,557	$	-	$	-	$	6,137	$	6,137
Warrant liabilities		-		-		29,711		29,711		-		-		-		-
Total liabilities	$	-	$	-	$	37,268	$	37,268	$	-	$	-	$	6,137	$	6,137

Schedule of Marketable Securities

The composition of the Company’s marketable securities are as follows:

(In thousands)	March 31, 2022		December 31, 2021
Current marketable securities:
Municipal bonds	$	19,306	$	9,961
Corporate bonds		18,905		34,589
	$	38,211	$	44,550

Schedule of Amortized Cost and Estimated Fair Value of Maturity Securities

The amortized cost and estimated fair value of marketable securities as of March 31, 2022, are as follows:

(In thousands)	Amortized cost		Unrealized loss			Estimated fair value
Current marketable securities:
Municipal bonds	$	19,306	$	(26	)	$	19,280
Corporate bonds		18,905		(140	)		18,765
	$	38,211	$	(166	)	$	38,045

Schedule of Changes in the Fair Value of the Level 3 Warrant Liabilities

During the three months ended March 31, 2022, the Company accrued $1.4 million relating to the Lab Society acquisition for contingent consideration recorded from the initial purchase price accounting.

(In thousands)	Three Months ended March 31, 2022		Year ended December 31, 2021
Contingent consideration – beginning of period	$	6,137	$	—
Accrued contingent consideration		1,420		4,725
Change in estimated fair value		—		1,412
Contingent consideration – end of period	$	7,557	$	6,137

Schedule of Fair Value of the PIPE Warrants and the SPA Warrants

The grant date fair value of the PIPE Warrants and the SPA Warrants issued during the three months ended March 31, 2022 was calculated using a Black-Scholes model and was determined to be $40.5 million using the following inputs:

	PIPE			SPA
	Warrants			Warrants
Stock price	$	1,100.00		$	1,228.00
Exercise price	$	1,496.00		$	1,350.00
Expected term (in years)		5.5			5.5
Annualized volatility		87.53	%		87.57	%
Annual rate of quarterly dividends		0.0	%		0.0	%
Discount rate -bond equivalent yield		1.65	%		2.12	%

	PIPE			SPA
	Warrants			Warrants
Stock price	$	926.00		$	926.00
Exercise price	$	1,496.00		$	1,350.00
Expected term (in years)		5.3			5.4
Annualized volatility		87.68	%		87.79	%
Annual rate of quarterly dividends		0.0	%		0.0	%
Discount rate -bond equivalent yield		2.42	%		2.42	%

Schedule of Changes in the Fair Value of the Level 3 Warrant Liabilities

(In thousands)	Three Months ended March 31, 2022
Warrant liabilities – beginning of period	$	—
Initial fair value of warrant liabilities		40,496
Change in estimated fair value		(10,785	)
Warrant liabilities – end of period	$	29,711

- Definition

Tabular disclosure of information about investment in debt security measured at amortized cost (held-to-maturity).

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5B

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (aaa)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (f)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (f)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (f)(3)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Subparagraph (f)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5A

Reference 13: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5A
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5A

Reference 14: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5A
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5A

Reference 15: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5B

Reference 16: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5B
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5B

Reference 17: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5B

Reference 18: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5B

+ Details

Subsequent Events (Details) - USD ($)					3 Months Ended	9 Months Ended
Subsequent Events (Details) - USD ($)	Nov. 07, 2022	Oct. 14, 2022	Oct. 04, 2022	Feb. 19, 2021	Mar. 31, 2022	Sep. 30, 2022	Aug. 19, 2025	Apr. 26, 2023	Mar. 01, 2023	Feb. 22, 2023	Dec. 31, 2021
Subsequent Events (Details) [Line Items]
Contingent loss					$ 14.7
Notes receivable						$ 5,300,000
Shares of Common Stock (in Shares)				27,778
Net proceeds					80,000,000
Per share (in Dollars per share)				$ 2,700
Common Stock
Common stock shares (in Shares)								8,903,927	200,000,000
Authorized shares (in Shares)									203,000,000
Principal amount			$ 10,300,000
Remaining principal amount			10,000,000
Original principal amount			10,000,000		$ 35,000,000
Outstanding principal amount								$ 2,000,000
Percentage of common stock								4.99%
Investor lend up amount			$ 500,000
Bears interest rate of percentage			10.00%
Description extend lease agreement					the Company extended its lease by three years until March 31, 2026, for the premises located at 2468 Industrial Row Dr., Troy, Michigan 48084.As of May 23, 2023, the Company extended its lease by three years until July 31, 2026, for the premises located at 2625 S. Santa Fe Dr., Bldg. 1, Units 1H and 1IJ.
Forecast [Member]
Subsequent Events (Details) [Line Items]
Receivable outstanding						$ 14.7
Shares of Common Stock (in Shares)	306,628	105,544
Average price per share (in Dollars per share)	$ 50.8
Gross proceeds	$ 15,600,000
Net proceeds	15,100,000
Commission fees	468,000
Proceeds under atm program	$ 3,100,000
Per share (in Dollars per share)			$ 1
Minimum per share (in Shares)			1
Common Stock			$ 1
Nonpayment amount										$ 7,000,000
Common stock shares (in Shares)									100,000,000
Authorized shares (in Shares)									103,000,000
Interest rate percentage							9.00%

Capital Structure (Details) - Schedule of Option Activity Under the Company's Stock Option Plans - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Capital Structure (Details) - Schedule of Option Activity Under the Company's Stock Option Plans [Line Items]
Number of Options, outstanding beginning	17,821	15,666
Weighted Average Exercise Price, outstanding beginning	$ 1,436	$ 702
Aggregate Intrinsic Value, outstanding beginning	$ 62,640
Number of Options, Options vested and exercisable	10,562
Weighted Average Exercise Price, Options vested and exercisable	$ 1,108
Number of Options, Options vested and expected to vest	15,967
Weighted Average Exercise Price, Options vested and expected to vest	$ 1,380
Number of Options, Granted		6,005
Weighted Average Exercise Price, Granted		$ 2,558
Number of Options, Exercised	(21)	(871)
Weighted Average Exercise Price, Exercised	$ 460	$ 502
Number of Options, Forfieted	(758)	(1,384)
Weighted Average Exercise Price, Forfieted	$ 1,370	$ 734
Number of Options, Expired	(267)	(21)
Weighted Average Exercise Price, Expired	$ 3,546	$ 456
Number of Options, outstanding ending	16,775	19,395
Weighted Average Exercise Price, outstanding ending	$ 1,406	$ 1,284
Aggregate Intrinsic Value, outstanding ending	$ 12,230

Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands

Mar. 31, 2022

Dec. 31, 2021

Current assets:

Cash and cash equivalents

$ 25,205

$ 12,014

Restricted cash

30,000

Marketable securities

38,211

44,550

Accounts receivable, net of allowance for doubtful accounts of $1,415 and $1,415 at March 31, 2022 and December 31, 2021, respectively

8,571

7,222

Inventory, net of reserves of $942 and $942 at March 31, 2022 and December 31, 2021, respectively

38,989

20,498

Prepaid and refundable taxes

194

Prepaid expenses and other current assets

6,448

2,452

Total current assets

147,618

86,736

Loan receivable

34,738

22,255

Property and equipment, net

7,055

6,232

Right-of-use assets, net

1,554

1,479

Goodwill

54,544

50,090

Intangible assets, net

15,861

14,072

Other non-current assets

3,105

1,184

Total assets

264,475

182,048

Current liabilities:

Accounts payable

3,683

9,151

Accrued expenses and other current liabilities

30,112

28,764

Operating lease liabilities, current

911

814

Long-term debt, current

2,281

1,089

Deferred revenue

4,182

3,772

Total current liabilities

41,169

43,590

Warrant liabilities

29,711

Other non-current liabilities

275

318

Operating lease liabilities, non-current

689

704

Deferred tax liabilities, net

Long-term debt

35,697

Total liabilities

107,603

44,624

Commitments and contingencies (Note 22)

Stockholders’ equity:

Common Stock, $0.001 par value per share, 250,000 shares authorized, 132,714 and 111,035 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively (1)

Preferred Stock, $0.001 par value per share, 2,895,000 shares authorized, no shares issued or outstanding

Preferred A Stock, $0.001 par value per share, 105,000 shares authorized, no shares issued or outstanding

Additional paid-in capital

^[1]

213,701

196,034

Accumulated deficit

(57,195)

(58,975)

Total stockholders’ equity attributable to Agrify

156,506

137,059

Non-controlling interests

366

365

Total liabilities and stockholders’ equity

$ 264,475

$ 182,048

[1]

Periods presented have been adjusted to reflect the 1-for-10 reverse stock split on October 18, 2022 and the 1-for-20 reverse stock split on July 5, 2023. Additional information regarding the reverse stock splits may be found in Note 1 – Overview, Basis of Presentation and Significant Accounting Policies, included elsewhere in the notes to the condensed consolidated financial statements.

Commitments and Contingencies (Details) - Schedule of Lease Activity - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Schedule of Lease Activity [Abstract]
Operating lease cost	$ 254	$ 14
Finance lease cost:
Amortization of right-of-use assets	48	45
Interest on lease liabilities	9	12
Short-term lease cost
Total lease cost	$ 311	$ 71
Weighted-average remaining lease term – operating leases	2 years 3 months 7 days	1 year 9 months 21 days
Weighted-average remaining lease term – finance leases	2 years 9 months 10 days	3 years 8 months 23 days
Weighted-average discount rate – operating leases	6.63%	8.13%
Weighted-average discount rate – finance leases	8.01%	8.10%
Right-of-use assets, net	$ 1,962		$ 1,859
Operating lease liabilities, current	911		814
Operating lease liabilities, non-current	689		704
Total operating lease liabilities	1,600		1,518
Finance lease liabilities, current	182		156
Finance lease liabilities, non-current	275		293
Total finance lease liabilities	$ 457		$ 449

Revenue and Deferred Revenue (Details) - Schedule of Current Deferred Revenue - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Schedule Of Current Deferred Revenue Abstract
Deferred revenue – beginning of period	$ 3,772	$ 152
Additions	5,089	3,758
Interest income on deferred revenue		4
Recognized	(4,679)	(142)
Deferred revenue – end of period	$ 4,182	$ 3,772

Business Combination (Details) - USD ($) $ in Thousands	2 Months Ended	3 Months Ended
Business Combination (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Business Combination (Details) [Line Items]
Business acquisition description		The aggregate consideration for the Lab Society Acquisition consisted of: (a) $4.0 million in cash, subject to certain adjustments for working capital, cash and indebtedness of Lab Society at closing; (b) 2,128 shares of Common Stock (the “Buyer Shares”); and (c) the Earn-out Consideration (as defined below), to the extent earned.
Revenue		$ 26,021	$ 7,008
Interest purchase		30,000
Subject to adjustment, equal to the quotient		20,000
Purchase agreement amount		$ 65,000
Fair value of the contingent earn-out consideration				$ 5,400
Buyer shares issuable to certain members (in Shares)		444
Pure purchase agreement, description		The Pure Purchase Agreement includes customary post-closing adjustments, representations and warranties and covenants of the parties. The Members may become entitled to additional consideration with a value of up to $3.0 million based on the eligible net revenues achieved by the PurePressure business during the fiscal years ending December 31, 2022 and December 31, 2023, of which 40% will be payable in cash and the remaining 60% will be payable by issuing shares of Common Stock (collectively, the “Earn-out Consideration”).
Holdback Lab Buyer Shares [Member]
Business Combination (Details) [Line Items]
Shares issuable (in Shares)	638	638
Acquisition of Lab Society [Member]
Business Combination (Details) [Line Items]
Business acquisition description		The Owners may become entitled to additional consideration with a value of up to $3.5 million based on the eligible net revenues achieved by the Lab Society business during the fiscal years ending December 31, 2022 and December 31, 2023, of which 50% will be payable in cash and the remaining 50% will be payable by issuing shares of Common Stock.
Totaled acquisition	$ 28	$ 28
Revenue	$ 1,500
Cascade Sciences, LLC [Member] \| Nonconsolidated Investees, Other [Member]
Business Combination (Details) [Line Items]
Percentage of equity interest	100.00%	100.00%
Business Combination [Member]
Business Combination (Details) [Line Items]
Totaled acquisition	$ 38	$ 38
PurePressure [Member]
Business Combination (Details) [Line Items]
Intangible assets acquired		$ 4,000
Common stock (in Shares)	1,646	1,646
Acquisition of PurePressure [Member]
Business Combination (Details) [Line Items]
Totaled acquisition	$ 562	$ 562

Convertible Promissory Notes (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Feb. 01, 2021	Mar. 31, 2022	Jan. 11, 2021
Convertible Promissory Notes (Details) [Line Items]
Derivative liabilities		$ 7,100
Fair value of beneficial conversion feature		3,800
IPO [Member]
Convertible Promissory Notes (Details) [Line Items]
Conversion price (in Dollars per share)	$ 1,544
Aggregate principal amount	$ 13,100
Shares of common stock (in Shares)	8,485
Convertible Notes Payable [Member]
Convertible Promissory Notes (Details) [Line Items]
Conversion price (in Dollars per share)			$ 1,544
Gain on extinguishment		2,700
Extinguished debit		19,600
Principal amount		13,100
Debt discount		587
Fair value of the new convertible notes		16,900
Convertible notes principal amount		$ 13,100

Restatement of Current Period (Details) - Schedule of the Impact of the Restatement and Reclassifications on the Company’s Condensed Consolidated Balance Sheet $ in Thousands	Mar. 31, 2022 USD ($)
Previously Reported [Member]
Current assets
Cash and cash equivalents	$ 25,205
Restricted cash	30,000
Marketable securities	38,211
Accounts receivable, net of allowance for doubtful accounts of $1,415	8,571
Inventory, net of reserves of $942	38,989
Prepaid and refundable taxes	194
Prepaid expenses and other current assets	6,373
Total current assets	147,543
Non-Current Assets
Loan receivable	34,738
Property and equipment, net	7,055
Right-of-use assets, net	1,554
Goodwill	54,544
Intangible assets, net	15,861
Other non-current assets	3,180
Total Assets	264,475
Current liabilities
Accounts payable	3,683
Accrued expenses and other current liabilities	30,112
Operating lease liabilities, current	911
Long-term debt, current	2,970
Deferred revenue	4,182
Total current liabilities	41,858
Non-current liabilities
Warrant liabilities
Other non-current liabilities	275
Operating lease liabilities, non-current	689
Deferred tax liabilities, net	62
Long-term debt	51,154
Total liabilities	94,038
Stockholders’ equity
Common Stock, $0.001 par value per share, 250,000 shares authorized, 132,714 shares issued and outstanding	25
Preferred stock, value
Additional paid-in capital	237,903
Accumulated deficit	(67,857)
Total stockholders’ equity attributable to Agrify	170,071
Non-controlling interests	366
Total liabilities and stockholders’ equity	264,475
Previously Reported [Member] \| Preferred A Stock
Stockholders’ equity
Preferred stock, value
Revision of Prior Period, Adjustment [Member]
Current assets
Cash and cash equivalents
Revision of Prior Period, Adjustment [Member] \| Warrant [Member]
Current assets
Cash and cash equivalents
Restricted cash
Marketable securities
Accounts receivable, net of allowance for doubtful accounts of $1,415
Inventory, net of reserves of $942
Prepaid and refundable taxes
Prepaid expenses and other current assets
Non-Current Assets
Loan receivable
Property and equipment, net
Right-of-use assets, net
Goodwill
Intangible assets, net
Other non-current assets
Current liabilities
Accounts payable
Accrued expenses and other current liabilities
Operating lease liabilities, current
Long-term debt, current	(689)
Deferred revenue
Non-current liabilities
Warrant liabilities	29,711
Other non-current liabilities
Operating lease liabilities, non-current
Deferred tax liabilities, net
Long-term debt	(15,457)
Stockholders’ equity
Common Stock, $0.001 par value per share, 250,000 shares authorized, 132,714 shares issued and outstanding
Preferred stock, value
Additional paid-in capital	(24,227)
Accumulated deficit	10,662
Non-controlling interests
Revision of Prior Period, Adjustment [Member] \| Reverse Stock Split [Member]
Current assets
Cash and cash equivalents
Restricted cash
Marketable securities
Accounts receivable, net of allowance for doubtful accounts of $1,415
Inventory, net of reserves of $942
Prepaid and refundable taxes
Prepaid expenses and other current assets
Non-Current Assets
Loan receivable
Property and equipment, net
Right-of-use assets, net
Goodwill
Intangible assets, net
Other non-current assets
Current liabilities
Accounts payable
Accrued expenses and other current liabilities
Operating lease liabilities, current
Long-term debt, current
Deferred revenue
Non-current liabilities
Warrant liabilities
Other non-current liabilities
Operating lease liabilities, non-current
Deferred tax liabilities, net
Long-term debt
Stockholders’ equity
Common Stock, $0.001 par value per share, 250,000 shares authorized, 132,714 shares issued and outstanding	(25)
Preferred stock, value
Additional paid-in capital	25
Accumulated deficit
Non-controlling interests
Revision of Prior Period, Adjustment [Member] \| Debt Issuance Costs [Member]
Current assets
Cash and cash equivalents
Restricted cash
Marketable securities
Accounts receivable, net of allowance for doubtful accounts of $1,415
Inventory, net of reserves of $942
Prepaid and refundable taxes
Prepaid expenses and other current assets	75
Non-Current Assets
Loan receivable
Property and equipment, net
Right-of-use assets, net
Goodwill
Intangible assets, net
Other non-current assets	(75)
Current liabilities
Accounts payable
Accrued expenses and other current liabilities
Operating lease liabilities, current
Long-term debt, current
Deferred revenue
Non-current liabilities
Warrant liabilities
Other non-current liabilities
Operating lease liabilities, non-current
Deferred tax liabilities, net
Long-term debt
Stockholders’ equity
Common Stock, $0.001 par value per share, 250,000 shares authorized, 132,714 shares issued and outstanding
Preferred stock, value
Additional paid-in capital
Accumulated deficit
Non-controlling interests
Total liabilities and stockholders’ equity
Revision of Prior Period, Adjustment [Member] \| Preferred A Stock \| Warrant [Member]
Stockholders’ equity
Preferred stock, value
Revision of Prior Period, Adjustment [Member] \| Preferred A Stock \| Reverse Stock Split [Member]
Stockholders’ equity
Preferred stock, value
Revision of Prior Period, Adjustment [Member] \| Preferred A Stock \| Debt Issuance Costs [Member]
Stockholders’ equity
Preferred stock, value
Restated [Member]
Current assets
Cash and cash equivalents	25,205
Restricted cash	30,000
Marketable securities	38,211
Accounts receivable, net of allowance for doubtful accounts of $1,415	8,571
Inventory, net of reserves of $942	38,989
Prepaid and refundable taxes	194
Prepaid expenses and other current assets	6,448
Total current assets	147,618
Non-Current Assets
Loan receivable	34,738
Property and equipment, net	7,055
Right-of-use assets, net	1,554
Goodwill	54,544
Intangible assets, net	15,861
Other non-current assets	3,105
Total Assets	264,475
Current liabilities
Accounts payable	3,683
Accrued expenses and other current liabilities	30,112
Operating lease liabilities, current	911
Long-term debt, current	2,281
Deferred revenue	4,182
Total current liabilities	41,169
Non-current liabilities
Warrant liabilities	29,711
Other non-current liabilities	275
Operating lease liabilities, non-current	689
Deferred tax liabilities, net	62
Long-term debt	35,697
Total liabilities	107,603
Stockholders’ equity
Common Stock, $0.001 par value per share, 250,000 shares authorized, 132,714 shares issued and outstanding	0
Preferred stock, value
Additional paid-in capital	213,701
Accumulated deficit	(57,195)
Total stockholders’ equity attributable to Agrify	156,506
Non-controlling interests	366
Total liabilities and stockholders’ equity	264,475
Restated [Member] \| Preferred A Stock
Stockholders’ equity
Preferred stock, value

Income Taxes

3 Months Ended

Mar. 31, 2022

Income Taxes [Abstract]

Income Taxes

Note 20 — Income Taxes

The Company’s effective income tax rate was 2.0% and 0.0% for the three months ended March 31, 2022 and 2021, respectively. The provision for (benefit from) income taxes was approximately $(200) thousand and $0 for the three months ended March 31, 2022 and 2021, respectively. The difference between the Company’s effective tax rates for the 2022 and 2021 periods and the U.S. statutory tax rate of 21% was primarily due a valuation allowance recorded against certain deferred tax assets. The change in the provision for (benefit from) income taxes for the three months ended March 31, 2022 compared to the three months ended March 31, 2021 was primarily due to a discrete income tax benefit of approximately $(200) thousand recorded during the first quarter of 2022, which is attributable to a non-recurring partial release of the Company’s U.S. valuation allowance as a result of the Lab Society acquisition.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Debt (Details) - Schedule of Short-Term and Long-Term Portion of Debt $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Short Term [Member]
Schedule of Short-Term and Long-Term Portion of Debt [Abstract]
Principal	$ 5,200
Principal	(5,200)
Principal
Long Term [Member]
Schedule of Short-Term and Long-Term Portion of Debt [Abstract]
Principal	59,800
Principal	(24,103)
Principal	35,697
Notes payable, net [Member]
Schedule of Short-Term and Long-Term Portion of Debt [Abstract]
Principal	65,000
Principal	(29,303)
Principal	$ 35,697

Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Allowance for doubtful accounts (in Dollars)	$ 1,415	$ 1,415
Inventory, net of reserves (in Dollars)	$ 942	$ 942
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	250,000	250,000
Common stock, shares issued	132,714	111,035
Common stock, shares outstanding	132,714	111,035
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
Preferred stock, shares outstanding
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
Preferred stock, shares outstanding

Loan Receivable (Tables)

3 Months Ended

Mar. 31, 2022

Loan Receivable [Abstract]

Schedule of Breakdown of Loans Receivable by Company

The breakdown of loans receivable by Company as of March 31, 2022 and December 31, 2021 is as follows:

(In thousands)	March 31, 2022		December 31, 2021
Company A – Agrify TTK Solution	$	9,579	$	5,542
Greenstone Holdings – TTK Solution – Related Party		12,446		11,177
Company C – Agrify TTK Solution		7,479		2,439
Company D – Agrify TTK Solution		3,338		1,105
Company E – Agrify TTK Solution		46		46
Company F – Non-TTK Solution (1)		1,538		1,946
Other – Non-TTK Solutions		312		—
Total loan receivable	$	34,738	$	22,255

(1)	Current portion of loan receivable are included within Note 10 – Prepaid Expenses and Other Current Receivables, included elsewhere in the notes to the condensed consolidated financial statements.

Restatement of Current Period

3 Months Ended

Mar. 31, 2022

Restatement of Current Period [Abstract]

Restatement of Current Period

Note 2 — Restatement of Current Period

The Company’s financial statements as of and for the three months ended March 31, 2022 have been restated due to the following errors:

Pipe Warrants and SPA Warrants Classification and Measurement

During the three months ended March 31, 2022 the Company entered into several debt and equity financing transactions including i) the issuance of common stock and warrants in a private placement on January 25, 2022 (the “PIPE Warrants”) and ii) the issuance of a note payable with associated warrants on March 14, 2022 (the “SPA Warrants”).

The Company determined that the PIPE Warrants and the SPA Warrants were incorrectly classified as equity and must be reclassified to liabilities measured at fair value upon issuance and remeasured to fair value at each reporting date. As a result of these errors:

●

Additional paid-in capital was overstated by $24.2 million as of March 31, 2022 due to the incorrect classification of the SPA Warrants and the PIPE Warrants as equity rather than liabilities;

●

Warrant liabilities was understated by the fair value of the PIPE Warrants and the SPA Warrants of $29.7 million as of March 31, 2022;

●

Long-term debt and Long-term debt, current was overstated by $15.5 million and $0.7 million, respectively as of March 31, 2022 due to the incorrect allocation of the debt discount in connection with the issuance of debt and SPA Warrants, as a result of the improper classification of the SPA Warrants as equity rather than liabilities;

●

Accumulated deficit as of March 31, 2022 was overstated by $10.7 million as a result of the net impact of the following errors in the condensed consolidated statement of operations:

	ο	The change in fair value of warrant liabilities was understated by $10.8 million because the Company did not appropriately remeasure the fair value of the warrant liabilities as of March 31, 2022 through earnings;

	ο	Interest income, net was overstated by $123 thousand due to incorrect debt discount amortization in connection with the issuance of debt and SPA Warrants, as a result of the improper classification of the SPA Warrants as equity rather than liabilities.

Debt Issuance Costs Classification

The Company incorrectly classified debt issuance costs as an asset rather than as a direct deduction from the carrying value of the associated debt liability as of March 31, 2022. As a result of this error:

	●	Prepaid expenses and other current assets were understated by $0.8 million as of March 31, 2022;

	●	Other non-current assets were overstated by $0.8 million as of March 31, 2022;

The impact of these adjustments are shown below in the restated and reclassified condensed consolidated balance sheet, condensed consolidated statement of operations, condensed consolidated statement of cash flows, and condensed consolidated statement of stockholders’ equity as of and for the three months ended March 31, 2022.

The following is a summary of the impact of the restatement and reclassifications on the Company’s condensed consolidated balance sheet:

	March 31, 2022
				Adjustments
	Previously Reported			Warrants			Reverse Stock Split			Debt Issuance Costs			Restated
Assets
Current assets
Cash and cash equivalents	$	25,205			—			—			—		$	25,205
Restricted cash		30,000			—			—			—			30,000
Marketable securities		38,211			—			—			—			38,211
Accounts receivable, net of allowance for doubtful accounts of $1,415		8,571			—			—			—			8,571
Inventory, net of reserves of $942		38,989			—			—			—			38,989
Prepaid and refundable taxes		194			—			—			—			194
Prepaid expenses and other current assets		6,373			—			—			75			6,448
Total current assets		147,543												147,618

Non-Current Assets
Loan receivable		34,738			—			—			—			34,738
Property and equipment, net		7,055			—			—			—			7,055
Right-of-use assets, net		1,554			—			—			—			1,554
Goodwill		54,544			—			—			—			54,544
Intangible assets, net		15,861			—			—			—			15,861
Other non-current assets		3,180			—			—			(75	)		3,105
Total Assets	$	264,475											$	264,475

Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	3,683			—			—			—		$	3,683
Accrued expenses and other current liabilities		30,112			—			—			—			30,112
Operating lease liabilities, current		911			—			—			—			911
Long-term debt, current		2,970			(689	)		—			—			2,281
Deferred revenue		4,182			—			—			—			4,182
Total current liabilities		41,858												41,169

Non-current liabilities
Warrant liabilities		—			29,711			—			—			29,711
Other non-current liabilities		275			—			—			—			275
Operating lease liabilities, non-current		689			—			—			—			689
Deferred tax liabilities, net		62			—			—			—			62
Long-term debt		51,154			(15,457	)		—			—			35,697
Total liabilities		94,038												107,603

Commitments and contingencies (Note 22)

Stockholders’ equity
Common Stock, $0.001 par value per share, 250,000 shares authorized, 132,714 shares issued and outstanding		25			—			(25	)		—			0
Preferred Stock, $0.001 par value per share, 2,895,000 shares authorized, no shares issued or outstanding		—			—			—			—			—
Preferred A Stock, $0.001 par value per share, 105,000 shares authorized, no shares issued or outstanding		—			—			—			—			—
Additional paid-in capital		237,903			(24,227	)		25			—			213,701
Accumulated deficit		(67,857	)		10,662			—			—			(57,195	)
Total stockholders’ equity attributable to Agrify		170,071												156,506
Non-controlling interests		366			—			—			—			366
Total liabilities and stockholders’ equity	$	264,475											$	264,475

The following is a summary of the impact of the restatement and reclassifications on the Company’s condensed consolidated statement of operations:

	Three Months ended March 31, 2022
				Adjustment
	Previously Reported			Warrants			Reverse Stock Split			Restated
Revenue (including $1,271 from related parties)	$	26,021			—			—		$	26,021
Cost of goods sold		21,851			—			—			21,851
Gross profit		4,170									4,170

General and administrative		9,759			—			—			9,759
Research and development		2,084									2,084
Selling and marketing		2,090			—			—			2,090
Total operating expenses		13,933									13,933
Loss from operations		(9,763	)								(9,763	)
Interest income, net		682			(123	)		—			559
Change in fair value of warrant liabilities		—			10,785			—			10,785
Gain on extinguishment of notes payable		—			—			—			—
Other income, net		682			10,662			—			11,344
Net (loss) income before income taxes		(9,081	)		10,662			—			1,581
Income tax benefit		(200	)		—			—			(200	)
Net (loss) income		(8,881	)		10,662			—			1,781
Income attributable to non-controlling interest		1			—			—			1
Net (loss) income attributable to Agrify Corporation	$	(8,882	)	$	10,662					$	1,780
Net (loss) income per share attributable to Common Stockholders – basic	$	(0.36	)	$	0.43		$	14.41		$	14.48
Net (loss) income per share attributable to Common Stockholders -- diluted	$	(0.36	)	$	0.43		$	13.72		$	13.79
Weighted-average common shares outstanding – basic		24,589,113			—			(24,466,167	)		122,946
Weighted-average common shares outstanding – diluted		24,589,113			—			(24,460,068	)		129,045

The following is a summary of the impact of the restatement and reclassifications on the Company’s condensed consolidated statement of cash flows:

	Three Months ended March 31, 2022
	Previously			Adjustment
Cash flows from operating activities	Reported			Warrants			Restated
Net income (loss) attributable to Agrify Corporation	$	(8,882	)		10,662		$	1,780
Adjustments to reconcile net loss (income) attributable to Agrify Corporation to net cash used in operating activities:
Depreciation and amortization		1,052			—			1,052
Amortization of premium on investment securities		224			—			224
Amortization of debt discount		20			203			223
Amortization of issuance costs		—			143			143
Interest on investment securities		(248	)		—			(248	)
Debt issuance costs		2,700			(2,700	)		—
Deferred income taxes		(200	)		—			(200	)
Compensation in connection with the issuance of stock options		953			—			953
Non-cash interest (income)		(406	)		—			(406	)
Change in fair value of warrant liabilities		—			(10,785	)		(10,785	)
Gain on extinguishment of notes payable, net		—			—			—
Early termination of lease		26			—			26
Income attributable to non-controlling interests		1			—			1
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable		(838	)		—			(838	)
Inventory		(16,361	)		—			(16,361	)
Prepaid expenses and other current assets		(3,033	)		2,143			(890	)
Right of use assets, net		(20	)		—			(20	)
Other non-current assets		(1,867	)		1,867			—
Accounts payable		(2,765	)		(73	)		(2,838	)
Accrued expenses and other current liabilities		(2,120	)		—			(2,120	)
Deferred (expense), net		(2,407	)		1,836			(571	)
Net cash used in operating activities		(34,171	)		3,296			(30,875	)

Cash flows from investing activities
Purchases of property and equipment		(3,728	)		—			(3,728	)
Purchase of securities		(76,097	)		—			(76,097	)
Proceeds from the sale of securities		82,460			—			82,460
Issuance of loan receivable		(12,487	)		—			(12,487	)
Cash paid for business combinations, net of cash acquired		(3,513	)		—			(3,513	)
Net cash used in investing activities		(13,365	)		—			(13,365	)

Cash flows from financing activities
Proceeds from issuance of debt and warrants in private placement, net		65,000			(2,595	)		62,405
Proceeds from issuance of Common Stock and warrants in private placement, net of fees		25,797			—			25,797
Proceeds from IPO, net of fees		—			—			—
Proceeds from Secondary public offering, net of fees		—			—			—
Proceeds from exercise of options		10			—			10
Proceeds from exercise of warrants		1			—			1
Payments on other financing loans		—			(273	)		(273	)
Payments on insurance financing loan		—			(428	)		(428	)
Payments of financing leases		(81	)		—			(81	)
Net cash provided by financing activities		90,727			(3,296	)		87,431
Net increase in cash, cash equivalents, and restricted cash		43,191			—			43,191
Cash, cash equivalents, and restricted cash at the beginning of period		12,014			—			12,014
Cash, cash equivalents, and restricted cash at the end of period	$	55,205					$	55,205
Cash, cash equivalents, and restricted cash at end of period
Cash and cash equivalents	$	25,205			—		$	25,205
Restricted cash		30,000			—			30,000
Total cash, cash equivalents, and restricted cash at the end of period	$	55,205					$	55,205
Supplemental disclosures of non-cash flow information
Initial fair value of warrants		—			40,496		$	40,496
Financing of prepaid insurance		—			1,928		$	1,928

The following is a summary of the impact of the restatement and reclassifications on the Company’s condensed consolidated statement of stockholders’ equity as of March 31, 2022:

	Common Stock (Previously Reported)				Common Stock (Restated)				Additional Paid-In Capital (Previously Reported)			Additional Paid-In Capital (Restated)		Accumulated Deficit (Previously Reported)			Accumulated Deficit (Restated)			Total Stockholders’ Equity attributable to Agrify (Previously Reported)			Total Stockholders’ Equity attributable to Agrify (Restated)		Non-Controlling Interests (Previously Reported)		Non-Controlling Interests (Restated)		Total Stockholders’ Equity (Previously Reported)			Total Stockholders’ Equity (Restated)
	Shares		Amount		Shares		Amount
Balance at January 1, 2022		22,207,103	$	21		111,035		—	$	196,013		$	196,034	$	(58,975	)	$	(58,975	)	$	137,059		$	137,059	$	365	$	365	$	137,424		$	137,424
Stock-based compensation		—		—		—		—		953			953		—			—			953			953		—		—		953			953
Issuance of Common Stock and warrants in private placement		2,450,350		2		12,252		—		25,795			14,800		—			—			25,797			14,800		—		—		25,797			14,800
Issuance of debt and warrants in private placement		—		—		—		—		13,230			—		—			—			13,230			—		—		—		13,230			—
Acquisition of Lab Society		297,929		—		1,490		—		1,903			1,903		—			—			1,903			1,903		—		—		1,903			1,903
Exercise of options		4,220		—		21		—		10			10		—			—			10			10		—		—		10			10
Exercise of warrants		1,583,288		2		7,916		—		(1	)		1		—			—			1			1		—		—		1			1
Net income		—		—		—		—		—			—		(8,882	)		1,780			(8,882	)		1,780		1		1		(8,881	)		1,781
Balance at March 31, 2022		26,542,890	$	25		132,714		—	$	237,903		$	213,701	$	(67,857	)	$	(57,195	)	$	170,071		$	156,506	$	366	$	366	$	170,437		$	156,872

The related notes to the condensed and consolidated financial statements have also been restated to reflect the error corrections described above.

Debt (Details) - Schedule of Debt - Notes payable [Member] - USD ($)
$ in Thousands

Mar. 31, 2022

Dec. 31, 2021

Schedule of Debt [Abstract]

Note payable – SPA Note

$ 65,000

PPP Loan

794

804

Other notes payable

^[1]

1,487

297

Total debt

67,281

1,101

Less: unamortized debt discount

(29,303)

Total debt, net of debt discount

37,978

1,101

Less: current portion, net of current unamortized debt discount

(2,281)

(1,089)

Long-term debt

$ 35,697

$ 12

[1]	Other notes payable relates to one-year insurance premium that was financed over nine-months.

Debt (Details) - Schedule of Future Minimum Payments $ in Thousands	Mar. 31, 2022 USD ($)
Schedule of Future Minimum Payments [Abstract]
Remaining 2022	$ 0
2023	28,600
2024	31,200
2025	5,200
Total future payments	$ 65,000

Accounting Policies, by Policy (Policies)

3 Months Ended

Mar. 31, 2022

Summary of Significant 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and filed with the SEC (“Form 10-K”), except for the recently adopted accounting pronouncements described below.

The condensed consolidated financial statements included herein reflect all normal and recurring adjustments which, in the opinion of management, are necessary for a fair presentation of the Company’s condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021, condensed consolidated statements of stockholders’ equity for the three months ended March 31, 2022 and 2021, and the condensed consolidated cash flows for the three months ended March 31, 2022 and 2021.

The condensed consolidated balance sheet as of December 31, 2021 is derived from the audited consolidated financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 31, 2022. The results for interim periods are not necessarily indicative of a full year’s results.

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

Accounting for Wholly-Owned Subsidiaries

The accompanying condensed consolidated financial statements have been prepared in accordance with GAAP and include the accounts of Agrify Corporation and its wholly-owned subsidiaries, as described above in Note 1 – Nature of Business and Basis of Presentation, in accordance with the provisions required by the Consolidation Topic 810 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The Company includes results of operations of acquired companies from the date of acquisition. All significant intercompany transactions and balances are eliminated.

Accounting for Less Than Wholly-Owned Subsidiaries

For the Company’s less than wholly-owned subsidiaries, which include TPI, Agrify-Valiant, and Agrify Brands, the Company first analyzes whether these entities are a variable interest entity (a “VIE”) in accordance with ASC Topic 810 Consolidation (“ASC 810”), and if so, whether the Company is the primary beneficiary requiring consolidation. A VIE is an entity that has (i) insufficient equity to permit it to finance its activities without additional subordinated financial support or (ii) equity holders that lack the characteristics of a controlling financial interest. The financial results of a VIE 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, the Company’s financial interest in the VIE 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 its interest in the financial statements of Agrify-Valiant, LLC and Agrify Brands, LLC under the VIE rules, and reflects the third parties’ interests in the condensed 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 condensed 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 condensed consolidated financial statements, and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these condensed 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, other relevant factors that it believes to be reasonable under the circumstances and management’s judgement. 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 financial results could differ from those estimates.

Fiscal Year

Fiscal Year

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

Emerging Growth Company

Emerging Growth Company

The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, which we refer to as the JOBS Act. As a result, the Company is permitted to, and intends to, rely on exemptions from certain disclosure requirements that are applicable to companies that are not emerging growth companies.

In addition, the JOBS Act provides that an “emerging growth company” can use the extended transition period for complying with new or revised accounting standards.

The Company will remain an “emerging growth company” until the earliest to occur of:

●

reporting $1.0 billion or more in annual gross revenues;

●

the issuance, in a three-year period, of more than $1.0 billion in non-convertible debt;

●

the end of the fiscal year in which the market value of Common Stock held by non-affiliates exceeds $700 million on the last business day of our second fiscal quarter; or

●

December 31, 2026.

Reclassifications

Reclassifications

Certain amounts in the Company’s prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. In this Form 10-Q, the Company has reclassified selling, general and administrative expenses to two separate line items in the accompanying condensed consolidated statement of operations as general and administrative expenses and selling and marketing expenses for the three months ended March 31, 2022 and 2021.

Cash, Cash Equivalents, and Restricted Cash

Cash, Cash Equivalents, and Restricted Cash

Cash and cash equivalents consist principally of cash and deposits with maturities of three months or less as of March 31, 2022 and December 31, 2021. All cash equivalents are carried at cost, which approximates fair value. Restricted cash represents cash required to be held as collateral for the Company’s senior secured promissory note (the “SPA Note”). Accordingly, these balances contain restrictions as to their availability and usage and are classified as restricted cash in the condensed consolidated balance sheets. Refer to Note 16 – Debt, included elsewhere in the notes to the condensed consolidated financial statements.

Cash deposits with financial institutions, including restricted cash and restricted marketable securities, generally exceed federally insured limits. Management believes minimal credit risk exists with respect to these financial institutions and the Company has not experienced any losses on such amounts. Balances held in a brokerage account are disclosed on the balance sheet as restricted cash.

Marketable Securities

Marketable Securities

The Company’s marketable security investments primarily include investments held in mutual funds, municipal bonds, and corporate bonds. The mutual funds are recorded at fair value in the accompanying condensed consolidated balance sheets as part of cash and cash equivalents. The municipal and corporate bonds are considered to be held-to-maturity securities and are recorded at amortized cost in the accompanying condensed consolidated balance sheets. The fair value of these investments were estimated using recently executed transactions and market price quotations. The Company considers current assets to be those investments which will mature within the next 12 months, including interest receivable on the long-term bonds.

Accounts Receivable, Net

Accounts Receivable, Net

Accounts receivable, net, primarily consists of amounts for goods and services that are billed and currently due from customers. Accounts receivable balances are presented net of an allowance for credit losses, which is an estimate of billed amounts that may not be collectible. In determining the amount of the allowance at each reporting date, management makes judgments about general economic conditions, historical write-off experience, and any specific risks identified in customer collection matters, including the aging of unpaid accounts receivable and changes in customer financial conditions. Accounts receivable balances are written off after all means of collection are exhausted and the potential for non-recovery is determined to be probable. Adjustments to the allowance for credit losses are recorded as general and administrative expenses in the condensed consolidated statements of operations.

Concentration of Credit Risk and Significant Customer

Concentration of Credit Risk and Significant Customer

Financial instruments that potentially subject the Company to a 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 thousand per depositor with unlimited insurance for funds in noninterest-bearing transaction accounts through March 31, 2022. At times, the amounts in these accounts may exceed the federally insured limits.

The Company has certain customers from whom 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.

Refer to the following tables below.

Revenue

For the three months ended March 31, 2022 and 2021, the Company’s customers that accounted for 10% or more of the total revenue were as follows:

	Three Months ended March 31, 2022					Three Months ended March 31, 2021
(In thousands)	Amount		% of Total Revenue			Amount		% of Total Revenue
New England Innovation Academy (“NEIA”) – Related Party		*		*		$	5,460		77.9	%
Customer C	$	3,793		14.6	%		*		*
Customer D	$	4,697		18.1	%		*		*

*	Customer revenue, as a percentage of total revenue was less than 10%

Accounts Receivable, Net

As of March 31, 2022 and December 31, 2021, the Company’s customers that accounted for 10% or more of the total accounts receivable, net, were as follows:

	As of March 31, 2022					As of December 31, 2021
(In thousands)	Amount		% of Total Accounts Receivable			Amount		% of Total Accounts Receivable

NEIA – Related Party	$	1,344		15.7	%	$	3,498		48.4	%
Customer B	$	1,541		18.0	%	$	1,541		21.3	%
Customer E	$	1,217		14.2	%		*		*

Customer accounts receivable balance, as a percentage of total accounts receivable balance, was less than 10%

Inventories

Inventories

The Company values all of its inventories, which consist primarily of significant raw material hardware components, at the lower of cost or net realizable value, with cost principally determined by the weighted-average cost method on a First-In, First-Out basis. Write-offs of potentially slow moving or damaged inventory are recorded through specific identification of obsolete or damaged material. The company takes physical inventory at least once annually at all inventory locations.

Property and Equipment

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expenses are recognized using the straight-line method over the estimated useful life of each asset, as follows:

	Estimated Useful Life (Years)
Computer and office equipment		2 to 3
Furniture and fixtures		2
Software		3
Vehicles		5
Research and development laboratory equipment		5
Machinery and equipment		3 to 5
Leased equipment at customer		5 to 13
Trade show assets		3 to 5
Leasehold improvements		Lower of estimated useful life or remaining lease term

The estimated useful lives of the Company’s property and equipment are periodically assessed to determine if changes are appropriate. The Company charges maintenance and repairs to expense as incurred. When the Company retires or disposes assets, the carrying cost of these assets and related accumulated depreciation or amortization are eliminated from the condensed consolidated balance sheet and any resulting gain or loss are included in the condensed consolidated statement of operations in the period of retirement or disposal. Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service.

Goodwill

Goodwill

Goodwill is defined as the excess of cost over the fair value of assets acquired and liabilities assumed in a business combination. Goodwill is tested for impairment annually, and more frequently if events and circumstances indicate that the asset might be impaired. The Company has determined that it is a single reporting unit for the purpose of conducting the goodwill impairment assessment. A goodwill impairment charge is recorded if the amount by which the Company’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. Factors that could lead to a future impairment include material uncertainties such as a significant reduction in projected revenues, a deterioration of projected financial performance, future acquisitions and/or mergers, and/or a decline in the Company’s market value as a result of a significant decline in the Company’s stock price. Based upon the Company’s 2021 annual impairment testing analyses, including the consideration of reasonably likely adverse changes in assumptions described above, the Company determined that there are no goodwill impairments to date.

Intangible Assets

Intangible Assets

The Company initially records intangible assets at their estimated fair values and reviews these assets periodically for impairment. Identifiable intangible assets, which consist principally of acquired customer related acquired assets, acquired and/or developed technology, non-compete agreements, and trade names, are reported net of accumulated amortization, and are being amortized over their estimated useful lives at amortization rates that are proportional to each asset’s estimated economic benefit. The Company’s intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. The Company reviews the carrying value of these intangible assets annually, or more frequently if indicators of impairment are present.

The finite-lived useful lives are as follows:

Trade names		5 to 7 years
Acquired developed technology		5 to 8 years
Non-compete agreements		5 years
Customer relationships		5 to 8 years
Capitalized website costs		3 to 5 years

In performing the review of the recoverability of intangible assets, the Company considers several factors, including whether there have been significant changes in legal factors or the overall business climate that could affect the underlying value of an asset. The Company also considers whether there is an expectation that the asset will be sold or disposed of before the end of its remaining estimated useful life. If, as the result of examining any of these factors, the Company concludes that the carrying value of intangible asset exceeds its estimated fair value, the Company recognizes an impairment charge and reduces the carrying value of the asset to its estimated fair value.

Distinguishing Liabilities from Equity

Convertible Notes Payable

The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with ASC Topic 815 Derivatives and Hedging (“ASC815”). The accounting treatment of derivative financial instruments requires that the Company identify and record certain embedded conversion options (“ECOs”), certain variable-share settlement features, and any related freestanding instruments at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. Bifurcated embedded conversion options, variable-share settlement features and any related freestanding instruments are recorded as a discount to the host instrument which is amortized to interest expense over the life of the respective note using the effective interest method.

If the Company determines that an instrument is not a derivative liability, it then evaluates whether there is a beneficial conversion feature (“BCF”), by comparing the commitment date fair value to the effective current conversion price of the instrument. The Company records a BCF as debt discount which is amortized to interest expense over the life of the respective note using the effective interest method. BCFs that are contingent upon the occurrence of a future event are recognized when the contingency is resolved.

Debt Issue Costs and Debt Discount

Debt Issue Costs and Debt Discount

The Company may record debt issuance costs and/or debt discounts in connection with issuing of debt. The Company may cover these costs by paying cash or issuing or equity (such as warrants). These costs are amortized to interest expense over the expected life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.

Original Issue Discount

Original Issue Discount

For certain convertible debt issued by the Company, it may provide the debt holder with an original issue discount. The Company would record the original issue discount to debt discount, reducing the face amount of the note, and is then amortized to interest expense over the life of the debt.

Distinguishing Liabilities from Equity

Distinguishing Liabilities from Equity

The Company relies on the guidance provided by ASC Topic 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity (“ASC 815-40”), to classify certain redeemable and/or convertible instruments. The Company first determines whether a financial instrument should be classified as a liability. The Company will determine the liability classification if the financial instrument is mandatorily redeemable, or if the financial instrument, other than outstanding shares, embodies a conditional obligation that the Company must or may settle by issuing a variable number of its equity shares.

Once the Company determines that a financial instrument should not be classified as a liability, the Company determines whether the financial instrument should be presented between the liability section and the equity section of the balance sheet (“temporary equity”). The Company will determine temporary equity classification if the redemption of the financial instrument is outside the control of the Company (i.e. at the option of the holder). Otherwise, the Company accounts for the financial instrument as permanent equity.

Initial Measurement

The Company records its financial instruments classified as liability, temporary equity or permanent equity at issuance at the fair value, or cash received.

Subsequent Measurement – Financial instruments classified as liabilities

The Company records the fair value of its financial instruments classified as liabilities at each subsequent measurement date. The changes in fair value of its financial instruments classified as liabilities are recorded as other income, net.

Leases

Leases

The Company determines at the inception of a right-of-use asset contract if such arrangement is or contains a lease. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company classifies leases at the lease commencement date as operating or finance leases and records a right-of-use asset and a lease liability on its condensed consolidated balance sheet for all leases with an initial lease term of greater than 12 months. A lease with an initial term of 12 months or less is not recorded on the balance sheet, but related payments are recognized as expense on a straight-line basis over the lease term.

The Company’s right-of-use asset contracts may contain both lease and non-lease components. Non-lease components may include maintenance, utilities, and other operating costs. The Company combines the lease and non-lease components of fixed costs in its lease arrangements as a single lease component. Variable costs, such as utilities or maintenance costs, are not included in the measurement of right-of-use assets and lease liabilities, but rather are expensed when the event determining the amount of variable consideration to be paid occurs.

Lease liabilities and their corresponding right-of-use assets are recorded based on the present value of future lease payments over the expected lease term. The Company determines the present value of future lease payments by using its estimated secured incremental borrowing rate for that lease term as the interest rate implicit in the lease is not readily determinable. The Company estimates its secured incremental borrowing rate for each lease based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term.

Certain of the Company’s right-of-use asset leases include options to extend or terminate the lease. The amounts determined for the Company’s right-of-use assets and lease liabilities generally do not assume that renewal options or early-termination provisions, if any, are exercised, unless it is reasonably certain that the Company will exercise such options.

Deferred Revenue

Deferred Revenue

Deferred revenue includes amounts collected or billed in excess of revenue that it can recognize. The Company recognizes deferred revenue as revenue as the related performance obligation is satisfied. The Company records deferred revenue that will be recognized during the succeeding twelve-month period as a current liability on the condensed consolidated balance sheet.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash, accounts receivable, warrants, accounts payable and accrued expenses. The estimated fair value of the accounts receivable and accounts payable approximates their carrying value due to the short-term nature of these instruments.

Stock-Based Compensation

Stock-Based Compensation

The Company measures all stock options and other stock-based awards granted to employees and directors based on the fair value on the date of the grant and recognizes compensation expense of those awards, net of estimated forfeitures, over the requisite service period, which is generally the vesting period of the respective award. Historically, the Company has issued stock options to employees, directors and consultants with only service-based vesting conditions and records the expense for these awards using the straight-line method.

The Company classifies stock-based compensation expense in its condensed consolidated statements of operations and comprehensive loss in the same manner in which the award’s recipient’s payroll costs are classified.

The Company estimates the fair value of each stock option grant on the date of grant using the Black-Scholes option-pricing model. Before the IPO, the Company was a private company and therefore lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of similar publicly-traded companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. The expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

Business Combinations

Business Combinations

The Company accounts for business acquisitions using the purchase method of accounting, in accordance with which assets acquired and liabilities assumed are recorded at their respective fair values at the acquisition date. The fair value of the consideration paid, including contingent consideration, is assigned to the assets acquired and liabilities assumed based on their respective fair values. Goodwill represents excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed.

The Company’s management exercises significant judgments in determining the fair value of assets acquired and liabilities assumed, as well as intangibles and their estimated useful lives. Fair value and useful life determinations are based on, among other factors, estimates of future expected cash flows, royalty cost savings and appropriate discount rates used in computing present values. These judgments may materially impact the estimates used in allocating acquisition date fair values to assets acquired and liabilities assumed, as well as the Company’s current and future operating results. Actual results may vary from these estimates which may result in adjustments to goodwill and acquisition date fair values of assets and liabilities during a measurement period or upon a final determination of asset and liability fair values, whichever occurs first. Adjustments to the fair value of assets and liabilities made after the end of the measurement period are recorded within the Company’s operating results.

For contingent consideration arrangements, the Company recognizes a liability at fair value as of the acquisition date with subsequent fair value adjustments recorded in operations. Additional information regarding the Company’s contingent consideration arrangements may be found in Note 6 – Fair Value Measures, included elsewhere in the notes to the condensed consolidated financial statements.

Revenue Recognition

Revenue Recognition

Overview

The Company generates revenue from the following sources: (1) equipment sales, (2) providing services and (3) construction contracts.

In accordance with ASC 606 “Revenue Recognition”, the Company recognizes revenue from contracts with customers using a five-step model, which is described below:

●

identify the customer contract;

●

identify performance obligations that are distinct;

●

determine the transaction price;

●

allocate the transaction price to the distinct performance obligations; and

●

recognize revenue as the performance obligations are satisfied.

Identify the customer contract

A customer contract is generally identified when there is approval and commitment from both the Company and its customer, the rights have been identified, payment terms are identified, the contract has commercial substance and collectability, and consideration is probable. Specifically, the Company obtains written/electronic signatures on contracts and a purchase order, if said purchase orders are issued in the normal course of business by the customer.

Identify performance obligations that are distinct

A performance obligation is a promise by the Company to provide a distinct good or service or a series of distinct goods or services. A good or service that is promised to a customer is distinct if the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and a company’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract.

Determine the transaction price

The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer, excluding sales taxes that are collected on behalf of government agencies.

Allocate the transaction price to distinct performance obligations

The transaction price is allocated to each performance obligation based on the relative standalone selling prices (“SSP”) of the goods or services being provided to the customer. The Company’s contracts typically contain multiple performance obligations, for which the Company accounts for individual performance obligations separately, if they are distinct. The standalone selling price reflects the price the Company would charge for a specific piece of equipment or service if it was sold separately in similar circumstances and to similar customers.

Recognize revenue as the performance obligations are satisfied

Revenue is recognized when, or as, performance obligations are satisfied by transferring control of a promised product or service to a customer.

Significant Judgments

The Company enters into contracts that may include various combinations of equipment, services and construction, which are generally capable of being distinct and accounted for as separate performance obligations. Contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Once the Company determines the performance obligations, it determines the transaction price, which includes estimating the amount of variable consideration to be included in the transaction price, if any. The Company then allocates the transaction price to each performance obligation in the contract based on the SSP. The corresponding revenue is recognized as the related performance obligations are satisfied.

Judgment is required to determine the SSP for each distinct performance obligation. The Company determines SSP based on the price at which the performance obligation is sold separately and the methods of estimating SSP under the guidance of ASC 606-10-32-33. If the SSP is not observable through past transactions, the Company estimates the SSP, taking into account available information such as market conditions, expected margins, and internally approved pricing guidelines related to the performance obligations. The Company licenses its software as a SaaS type subscription license, whereby the customer only has a right to access the software over a specified time period. The full value of the contract is recognized ratably over the contractual term of the SaaS subscription, adjusted monthly if tiered pricing is relevant. The Company typically satisfies its performance obligations for equipment sales when equipment is made available for shipment to the customer; for services sales as services are rendered to the customer and for construction contracts both as services are rendered and when contract is completed.

The Company utilizes the cost-plus margin method to determine the SSP for equipment and build-out services. This method is based on the cost of the services from third parties, plus a reasonable markup that the Company believes is reflective of a market-based reseller margin.

The Company determines the SSP for services in time and materials contracts by observable prices in standalone services arrangements.

The Company estimates variable consideration in the form of royalties, revenue share, monthly fees, and service credits at contract inception and updated at the end of each reporting period if additional information becomes available. Variable consideration is typically not subject to constraint. Changes to variable consideration were not material for the periods presented.

If a contract has payment terms that differ from the timing of revenue recognition, the Company will assess whether the transaction price for those contracts include a significant financing component. The Company has elected the practical expedient that permits an entity to not adjust for the effects of a significant financing component if the Company expects that at the contract inception, the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service, will be one year or less. For those contracts in which the period exceeds the one-year threshold, this assessment, as well as the quantitative estimate of the financing component and its relative significance, requires judgment. Accordingly, the Company imputes interest on such contracts at an agreed upon interest rate and will present the financing components separately as financial income. For the three months ended March 31, 2022 and 2021, the Company did not have any such financial income.

Payment terms with customers typically require payment 30 days from the invoice date. The Company’s agreements with its customers do not provide for any refunds for services or products and therefore no specific reserve for such is maintained. In the infrequent instances where customers raise a concern over delivered products or services, the Company has endeavored to remedy the concern and all costs related to such matters have been insignificant in all periods presented.

The Company has elected to treat shipping and handling activities after the customer obtains control of the goods as a fulfillment cost and not as a promised good or service. Accordingly, the Company will accrue all fulfillment costs related to the shipping and handling of consumer goods at the time of shipment. The Company has payment terms with its customers of one year or less and has elected the practical expedient applicable to such contracts not to consider the time value of money. Sales, value add, and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue.

The Company receives payment from customers based on specified terms that are generally less than 30 days from the satisfaction of performance obligations. There are no contract assets related to performance under the contract. The difference in the opening and closing balances of the Company’s deferred revenue primarily results from the timing difference between the Company’s performance and the customer’s payment. The Company fulfills obligations under a contract with a customer by transferring products and services in exchange for consideration from the customer. Accounts receivables are recorded when the customer has been billed or the right to consideration is unconditional. The Company recognizes deferred revenue when consideration has been received or an amount of consideration is due from the customer, and the Company has a future obligation to transfer certain proprietary products.

In accordance with ASC 606-10-50-13, the Company is required to include disclosure on its remaining performance obligations as of the end of the current reporting period. Due to the nature of the Company’s contracts, these reporting requirements are not applicable. The majority of the Company’s remaining contracts meet certain exemptions as defined in ASC 606-10-50-14 through 606-10-50-14A, including (i) performance obligation is part of a contract that has an original expected duration of one year or less and (ii) the right to invoice practical expedient.

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. The reserve for warranty returns is included in accrued expenses and other current liabilities in the Company’s condensed consolidated balance sheets.

Research and Development Costs

Research and Development Costs

The Company expenses research and development costs as incurred. Research and development expenses include payroll, employee benefits and other expenses associated with product development. The Company incurs research and development costs associated with the development and enhancement of both hardware and software products associated with its cultivation and extraction equipment, as well as its SaaS-based software offering, Agrify Insights software.

Capitalization of Internal Software Development Costs

Capitalization of Internal Software Development Costs

The Company capitalizes certain software engineering efforts related to the continued development of Agrify Insights software under ASC 985-20. Costs incurred during the application development phase are only capitalized once technical feasibility has been established and the work performed will result in new or additional functionality. The types of costs capitalized during the application development phase include employee compensation, as well as consulting fees for third-party software developers working on these projects. Costs related to the research and development are expensed as incurred until technical feasibility is established as well as post-implementation activities. Internal-use software is amortized on a straight-line basis over the estimated useful life of the asset, which ranges from two to five years.

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 goods sold. Shipping and handling charges related to the receipt of raw materials are also incurred, which are recorded as a cost of the related inventory.

Equity Method Investments

Equity Method Investments

Investments in affiliates which are 50% or less owned by the Company for which the Company exercises significant influence but does not have control are accounted for using the equity method. The Company has investments in equity investments without readily determinable fair values, which represents investments in entities where the Company does not have the ability to significantly influence the operations of the entities.

An assessment of whether or not the Company (as a holder of 50% of TPI) has the power to direct activities that most significantly impact TPI’s economic performance and to identify the party that obtains the majority of the benefits of the investment was performed as of March 31, 2022 and December 31, 2021 and will be performed as of each subsequent reporting date. After each of these assessments, the Company concluded that the activities that most significantly impact TPI’s economic performance are the growth, marketing, sale, and distribution of products using TPI’s technology and IP, each of which are solely directed by TPI. Based on our consideration of these assessments, the Company concluded that the Company’s investment in TPI should be accounted for under the equity method.

The carrying value of the Company’s investment in TPI was $0 as of March 31, 2022 and December 31, 2021. The Company did not recognize revenue from TPI for the three months ended March 31, 2022 and March 31, 2021.

Income Taxes

Income Taxes

The Company accounts for income taxes pursuant to the provisions of ASC Topic 740, “Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

The Company follows the provisions of ASC 740-10-25-5, “Basic Recognition Threshold.” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10-25-6, the benefit of a tax position is recognized in the condensed consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of March 31, 2022, tax years 2016 through 2021 remain open for IRS audit. The Company has received no notice of audit from the IRS for any of the open tax years.

The Company recognizes the benefit of a tax position when it is effectively settled. ASC 740-10-25-10, “Basic Recognition Threshold” provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. ASC 740-10-25-10 clarifies that a tax position can be effectively settled upon the completion of an examination by a taxing authority. For tax positions considered effectively settled, the Company recognizes the full amount of the tax benefit.

Net Income (Loss) Per Share

Net Income (Loss) Per Share

The Company presents basic and diluted net income (loss) per share attributable to Common Stockholders in conformity with the two-class method required for participating securities. We compute basic income (loss) per share by dividing net income (loss) available to Common Stockholders by the weighted-average number of common shares outstanding. Net income (loss) available to Common Stockholders represents net income (loss) attributable to Common Stockholders reduced by the allocation of earnings to participating securities. Diluted income per share adjusts basic income per share for the potentially dilutive impact of stock options and warrants. For periods during which the Company recorded a net loss, diluted net loss per share is equal to basic net loss per share because the effect of dilutive securities outstanding is anti-dilutive.

Net income (loss) per share calculations for all periods have been adjusted to reflect the Reverse Stock Split effected on January 12, 2021. Net income (loss) per share was calculated based on the weighted-average number of Common Stock outstanding.

Accrued Expenses and Other Current Liabilities

3 Months Ended

Mar. 31, 2022

Accrued Expenses and Other Current Liabilities [Abstract]

Accrued Expenses and Other Current Liabilities

Note 14 — Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of March 31, 2022 and December 31, 2021:

(In thousands)	March 31, 2022		December 31, 2021
Accrued acquisition liability (1)	$	11,179	$	9,198
Sales tax payable (2)		5,520		5,290
Accrued construction costs		8,542		8,803
Compensation related fees		3,232		3,491
Accrued professional fees		466		1,104
Accrued warranty expenses		398		398
Accrued consulting fees		—		75
Accrued inventory purchases		536		201
Financing lease liabilities		182		156
Accrued non-income taxes		57		48
Total accrued expenses and other current liabilities	$	30,112	$	28,764

(1)	Accrued acquisition liabilities includes both the contingent consideration and the value of held back Common Stock associated with the 2022 acquisition of Lab Society and the 2021 acquisitions of Precision, Cascade and PurePressure.

(2)

Sales tax payable primarily represents identified sales and use tax liabilities arising from our acquisition of Precision and Cascade. These amounts are included as part of our initial purchase price allocations and are the subject matter of an indemnification claim under the Precision and Cascade acquisition agreement.

Restatement of Current Period (Details) - Schedule of the Impact of the Restatement and Reclassifications on the Company’s Condensed Consolidated Statement of Cash Flows $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Previously Reported [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net income (loss) attributable to Agrify Corporation	$ (8,882)
Depreciation and amortization	1,052
Amortization of premium on investment securities	224
Amortization of debt discount	20
Amortization of issuance costs
Interest on investment securities	(248)
Debt issuance costs	2,700
Deferred income taxes	(200)
Compensation in connection with the issuance of stock options	953
Non-cash interest (income)	(406)
Change in fair value of warrant liabilities
Gain on extinguishment of notes payable, net
Early termination of lease	26
Income attributable to non-controlling interests	1
Accounts receivable	(838)
Inventory	(16,361)
Prepaid expenses and other current assets	(3,033)
Right of use assets, net	(20)
Other non-current assets	(1,867)
Accounts payable	(2,765)
Accrued expenses and other current liabilities	(2,120)
Deferred (expense), net	(2,407)
Net cash used in operating activities	(34,171)
Purchases of property and equipment	(3,728)
Purchase of securities	(76,097)
Proceeds from the sale of securities	82,460
Issuance of loan receivable	(12,487)
Cash paid for business combinations, net of cash acquired	(3,513)
Net cash used in investing activities	(13,365)
Proceeds from issuance of debt and warrants in private placement, net	65,000
Proceeds from issuance of Common Stock and warrants in private placement, net of fees	25,797
Proceeds from IPO, net of fees
Proceeds from Secondary public offering, net of fees
Proceeds from exercise of options	10
Proceeds from exercise of warrants	1
Payments on other financing loans
Payments on insurance financing loan
Payments of financing leases	(81)
Net cash provided by financing activities	90,727
Net increase in cash, cash equivalents, and restricted cash	43,191
Cash, cash equivalents, and restricted cash at the beginning of period	12,014
Cash, cash equivalents, and restricted cash at the end of period	55,205
Cash, cash equivalents, and restricted cash at end of period
Cash and cash equivalents	25,205
Restricted cash	30,000
Total cash, cash equivalents, and restricted cash at the end of period	55,205
Supplemental disclosures of non-cash flow information
Initial fair value of warrants
Financing of prepaid insurance
Adjustment Warrants [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net income (loss) attributable to Agrify Corporation	10,662
Depreciation and amortization
Amortization of premium on investment securities
Amortization of debt discount	203
Amortization of issuance costs	143
Interest on investment securities
Debt issuance costs	(2,700)
Deferred income taxes
Compensation in connection with the issuance of stock options
Non-cash interest (income)
Change in fair value of warrant liabilities	(10,785)
Gain on extinguishment of notes payable, net
Early termination of lease
Income attributable to non-controlling interests
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable
Inventory
Prepaid expenses and other current assets	2,143
Right of use assets, net
Other non-current assets	1,867
Accounts payable	(73)
Accrued expenses and other current liabilities
Deferred (expense), net	1,836
Net cash used in operating activities	3,296
Purchases of property and equipment
Purchase of securities
Proceeds from the sale of securities
Issuance of loan receivable
Cash paid for business combinations, net of cash acquired
Proceeds from issuance of debt and warrants in private placement, net	(2,595)
Proceeds from IPO, net of fees
Proceeds from Secondary public offering, net of fees
Proceeds from exercise of options
Proceeds from exercise of warrants
Payments on other financing loans	(273)
Payments on insurance financing loan	(428)
Payments of financing leases
Net cash provided by financing activities	(3,296)
Net increase in cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash at the beginning of period
Cash, cash equivalents, and restricted cash at the end of period
Cash, cash equivalents, and restricted cash at end of period
Cash and cash equivalents
Restricted cash
Total cash, cash equivalents, and restricted cash at the end of period
Supplemental disclosures of non-cash flow information
Initial fair value of warrants	40,496
Financing of prepaid insurance	1,928
Restated [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net income (loss) attributable to Agrify Corporation	1,780
Depreciation and amortization	1,052
Amortization of premium on investment securities	224
Amortization of debt discount	223
Amortization of issuance costs	143
Interest on investment securities	(248)
Debt issuance costs
Deferred income taxes	(200)
Compensation in connection with the issuance of stock options	953
Non-cash interest (income)	(406)
Change in fair value of warrant liabilities	(10,785)
Gain on extinguishment of notes payable, net
Early termination of lease	26
Income attributable to non-controlling interests	1
Accounts receivable	(838)
Inventory	(16,361)
Prepaid expenses and other current assets	(890)
Right of use assets, net	(20)
Other non-current assets
Accounts payable	(2,838)
Accrued expenses and other current liabilities	(2,120)
Deferred (expense), net	(571)
Net cash used in operating activities	(30,875)
Purchases of property and equipment	(3,728)
Purchase of securities	(76,097)
Proceeds from the sale of securities	82,460
Issuance of loan receivable	(12,487)
Cash paid for business combinations, net of cash acquired	(3,513)
Net cash used in investing activities	(13,365)
Proceeds from issuance of debt and warrants in private placement, net	62,405
Proceeds from issuance of Common Stock and warrants in private placement, net of fees	25,797
Proceeds from IPO, net of fees
Proceeds from Secondary public offering, net of fees
Proceeds from exercise of options	10
Proceeds from exercise of warrants	1
Payments on other financing loans	(273)
Payments on insurance financing loan	(428)
Payments of financing leases	(81)
Net cash provided by financing activities	87,431
Net increase in cash, cash equivalents, and restricted cash	43,191
Cash, cash equivalents, and restricted cash at the beginning of period	12,014
Cash, cash equivalents, and restricted cash at the end of period	55,205
Cash, cash equivalents, and restricted cash at end of period
Cash and cash equivalents	25,205
Restricted cash	30,000
Total cash, cash equivalents, and restricted cash at the end of period	55,205
Supplemental disclosures of non-cash flow information
Initial fair value of warrants	40,496
Financing of prepaid insurance	$ 1,928

Fair Value Measures (Details) - Schedule of Assets and Liabilities at Fair Value on a Recurring Basis - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Assets:
Total assets	$ 81,739	$ 44,728
Liabilities:
Total liabilities	37,268	6,137
Contingent Consideration [Member]
Liabilities:
Total liabilities	7,557	6,137
Warrant [Member]
Liabilities:
Total liabilities	29,711
Mutual funds (included in cash and cash equivalents) [Member]
Assets:
Total assets	43,528	178
Municipal bonds [Member]
Assets:
Total assets	19,306	9,961
Corporate bonds [Member]
Assets:
Total assets	18,905	34,589
Level 1 [Member]
Assets:
Total assets	81,739	44,728
Liabilities:
Total liabilities
Level 1 [Member] \| Contingent Consideration [Member]
Liabilities:
Total liabilities
Level 1 [Member] \| Warrant [Member]
Liabilities:
Total liabilities
Level 1 [Member] \| Mutual funds (included in cash and cash equivalents) [Member]
Assets:
Total assets	43,528	178
Level 1 [Member] \| Municipal bonds [Member]
Assets:
Total assets	19,306	9,961
Level 1 [Member] \| Corporate bonds [Member]
Assets:
Total assets	18,905	34,589
Level 2 [Member]
Assets:
Total assets
Liabilities:
Total liabilities
Level 2 [Member] \| Contingent Consideration [Member]
Liabilities:
Total liabilities
Level 2 [Member] \| Warrant [Member]
Liabilities:
Total liabilities
Level 2 [Member] \| Mutual funds (included in cash and cash equivalents) [Member]
Assets:
Total assets
Level 2 [Member] \| Municipal bonds [Member]
Assets:
Total assets
Level 2 [Member] \| Corporate bonds [Member]
Assets:
Total assets
Level 3 [Member]
Assets:
Total assets
Liabilities:
Total liabilities	37,268	6,137
Level 3 [Member] \| Contingent Consideration [Member]
Liabilities:
Total liabilities	7,557	6,137
Level 3 [Member] \| Warrant [Member]
Liabilities:
Total liabilities	29,711
Level 3 [Member] \| Mutual funds (included in cash and cash equivalents) [Member]
Assets:
Total assets
Level 3 [Member] \| Municipal bonds [Member]
Assets:
Total assets
Level 3 [Member] \| Corporate bonds [Member]
Assets:
Total assets

Nature of Business and Basis of Presentation (Details) - USD ($)				3 Months Ended
	Feb. 19, 2021	Feb. 01, 2021	Jan. 12, 2021	Mar. 31, 2022	Mar. 22, 2021
Nature of Business and Basis of Presentation (Details) [Line Items]
Ownership interests, description				The Company also has ownership interests in the following companies: ● Teejan Podoponics International LLC (“TPI”) (the Company has owned 50% of TPI since December 2018); ● Agrify-Valiant, LLC (“Agrify-Valiant”) (the Company owns 60% of Agrify-Valiant, which was formed in December 2019); and ● Agrify Brands, LLC (“Agrify Brands”) (formerly TriGrow Brands, LLC) (the Company owns 75% of Agrify Brands, which ownership position was created as part of the January 2020 acquisition of TriGrow).
Reverse stock split, description			the Company effected a 1-for-1.581804 reverse stock split (“Reverse Stock Split”) of its Common Stock, $0.001 par value per share (“Common Stock”).
Total gross proceeds				$ 62,100,000
Underwriting discounts and commissions				4,000,000
Offering expenses				1,000,000
Net proceeds				$ 57,000,000
Common stock price per share (in Dollars per share)	$ 2,700
Offering to shares (in Shares)				31,944
Total net proceeds				$ 80,000,000
Received total proceeds from the unsecured PPP Loans				$ 779,000
IPO [Member]
Nature of Business and Basis of Presentation (Details) [Line Items]
Shares of common stock (in Shares)	27,778	31,050
Offering price per share (in Dollars per share)				$ 2,000
Over-Allotment Option [Member]
Nature of Business and Basis of Presentation (Details) [Line Items]
Shares of common stock (in Shares)		4,050
Sale of common stock shares					$ 4,167
Private Placement [Member]
Nature of Business and Basis of Presentation (Details) [Line Items]
Purchase price common stock description	On February 19, 2021, the Company consummated a secondary public offering (the “February Offering”) of 27,778 shares of its Common Stock for a price of $2,700.00 per share, less certain underwriting discounts and commissions.

Intangible Assets, Net and Goodwill (Tables)

3 Months Ended

Mar. 31, 2022

Intangible Assets and Goodwill [Abstract]

Schedule of Intangible Assets

Intangible assets, net as of March 31, 2022 was as follows:

	Intangible Assets, Gross						Accumulated Amortization									Intangible Assets, Net
(In thousands)	January 1, 2022		Additions and Retirements, net		March 31, 2022		January 1, 2022			Expense and Retirements, net			March 31, 2022			January 1, 2022		March 31, 2022
Trade names	$	2,418	$	317	$	2,735	$	(227	)	$	(91	)	$	(318	)	$	2,191	$	2,417
Customer Relationships		6,176		713		6,889		(302	)		(247	)		(549	)		5,874		6,340
Acquired developed Technology		4,911		1,432		6,343		(191	)		(255	)		(446	)		4,720		5,897
Non-compete		1,202		—		1,202		(60	)		(60	)		(120	)		1,142		1,082
Capitalized website costs		245		—		245		(100	)		(20	)		(120	)		145		125
Total	$	14,952	$	2,462	$	17,414	$	(880	)	$	(673	)	$	(1,553	)	$	14,072	$	15,861

	Intangible Assets, Gross						Accumulated Amortization									Intangible Assets, Net
(In thousands)	January 1, 2021		Additions and Retirements, net		December 31, 2021		January 1, 2021			Expense and Retirements, net			December 31, 2021			January 1, 2021		December 31, 2021
Trade names	$	930	$	1,488	$	2,418	$	(88	)	$	(139	)	$	(227	)	$	842	$	2,191
Customer Relationships		850		5,326		6,176		(89	)		(213	)		(302	)		761		5,874
Acquired developed Technology		—		4,911		4,911		—			(191	)		(191	)		—		4,720
Non-compete		—		1,202		1,202		—			(60	)		(60	)		—		1,142
Capitalized website costs		139		106		245		(48	)		(52	)		(100	)		91		145
Total	$	1,919	$	13,033	$	14,952	$	(225	)	$	(655	)	$	(880	)	$	1,694	$	14,072

Schedule of Estimated Amortization Expense

Estimated amortization expense for the remainder of 2022 and subsequent years for acquired intangible assets:

Years ending December 31 (In thousands),	Amount
Remaining 2022	$	2,103
2023		2,772
2024		2,763
2025		2,737
2026		2,486
2027 and thereafter		3,000
Total	$	15,861

Schedule of Goodwill Consist

Goodwill consisted of the following:

(In thousands)	Three Months ended March 31, 2022		Year ended December 31, 2021
Goodwill - beginning of period	$	50,090	$	632
Goodwill acquired during period		4,368		49,458
Goodwill purchase accounting adjustment		86		—
Goodwill - end of period	$	54,544	$	50,090

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2022	May 12, 2022
Document Information Line Items
Entity Registrant Name	AGRIFY CORPORATION
Trading Symbol	AGFY
Document Type	10-Q/A
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		132,957
Amendment Flag	true
Amendment Description	References throughout this Amendment No. 1 to the Quarterly Report on Form 10-Q to “we,” “us,” the “Company” or “our company” are to Agrify Corporation.This Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q/A amends the Quarterly Report on Form 10-Q of Agrify Corporation for the quarter ended March 31, 2022, as filed with the Securities and Exchange Commission (“SEC”) on May 16, 2022 (the “Original Filing”).On April 12, 2023, the Audit Committee of the Board of Directors (the “Audit Committee”) of Agrify Corporation (the “Company”), in consultation with management of the Company and the Company’s independent registered public accounting firm, Marcum LLP (“Marcum”), concluded that the Company’s previously issued unaudited condensed consolidated interim financial statements as of and for the fiscal periods ended March 31, 2022, June 30, 2022 and September 30, 2022 included in the Company’s Quarterly Reports on Form 10-Q for such periods, should no longer be relied upon. Similarly, earnings releases, and investor communications describing the financial statements for the periods described above should no longer be relied upon. The Company identified errors in the accounting for warrants previously issued by the Company. Specifically, the Audit Committee concluded 15,081 warrants issued in a private placement on January 28, 2022 and 34,406 warrants issued in a private placement on March 23, 2022 (collectively, the “Warrants”) should have been classified as a liability measured at fair value, with changes in fair value each period reported in earnings, rather than as a component of equity. The change in fair value of the Warrants is a non-cash charge and will be reflected in the Company’s statement of operations. Additionally, debt issuance costs were classified as an asset rather than a liability. The change will be reflected in the Company’s balance sheet. As such, the Company is restating in this Form 10-Q/A the unaudited condensed consolidated interim financial statements for the three-month period ended March 31, 2022.We are filing this Amendment No. 1 to amend and restate the Original Filing with modification as necessary to reflect the restatement. The following items have been amended to reflect the restatement:Part I, Item 1, Financial InformationPart I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of OperationsPart I, Item 4, Controls and ProceduresPart II, Item 1A, Risk FactorsExcept as described above and set forth in this Amendment No. 1, this Amendment No. 1 does not amend or update any other information contained in the Original Filing. This Amendment No. 1 does not purport to reflect any information or events subsequent to the Original Filing, except as expressly described herein. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing.
Entity Central Index Key	0001800637
Entity Current Reporting Status	No
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-39946
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	30-0943453
Entity Address, Address Line One	2468 Industrial Row Dr.,
Entity Address, City or Town	Troy
Entity Address, Country	MA
Entity Address, Postal Zip Code	48084
City Area Code	(617)
Local Phone Number	896-5243
Title of 12(b) Security	Common Stock, par value $0.001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	No

Income Taxes (Details) - USD ($)	3 Months Ended
Income Taxes (Details) - USD ($)	Mar. 31, 2022	Mar. 31, 2021
Income Taxes [Abstract]
Effective income tax rate, percentage	2.00%	0.00%
Income taxes benefit	$ (200,000)	$ 0
Statutory tax rate, percentage	21.00%
Income tax benefit of approximately	$ 200,000

Business Combination (Details) - Schedule of Intangible Assets Consist of Trade Names, Technology, Non-Compete Agreements, and Customer Relationships $ in Thousands	Mar. 31, 2022 USD ($)
Acquisition of Lab Society [Member] \| Trade Names [Member]
Identified intangible assets:
Asset Value	$ 317
Useful Life	5 years
Acquisition of Lab Society [Member] \| Acquired developed Technology [Member[
Identified intangible assets:
Asset Value	$ 1,432
Useful Life	8 years
Acquisition of Lab Society [Member] \| Customer relationships [Member]
Identified intangible assets:
Asset Value	$ 713
Useful Life	6 years
Acquisition of Lab Society [Member] \| Total identified intangible assets [Member]
Identified intangible assets:
Asset Value	$ 2,462
Cascade and Precision [Member] \| Trade Names [Member]
Identified intangible assets:
Asset Value	$ 1,260
Cascade and Precision [Member] \| Trade Names [Member] \| Minimum [Member]
Identified intangible assets:
Useful Life	6 years
Cascade and Precision [Member] \| Trade Names [Member] \| Maximum [Member]
Identified intangible assets:
Useful Life	7 years
Cascade and Precision [Member] \| Acquired developed Technology [Member[
Identified intangible assets:
Asset Value	$ 3,818
Useful Life	5 years
Cascade and Precision [Member] \| Customer relationships [Member]
Identified intangible assets:
Asset Value	$ 3,609
Cascade and Precision [Member] \| Customer relationships [Member] \| Minimum [Member]
Identified intangible assets:
Useful Life	7 years
Cascade and Precision [Member] \| Customer relationships [Member] \| Maximum [Member]
Identified intangible assets:
Useful Life	8 years
Cascade and Precision [Member] \| Total identified intangible assets [Member]
Identified intangible assets:
Asset Value	$ 9,889
Cascade and Precision [Member] \| Non-compete agreements [Member]
Identified intangible assets:
Asset Value	$ 1,202
Useful Life	5 years
PurePressure [Member] \| Trade Names [Member]
Identified intangible assets:
Asset Value	$ 227
Useful Life	5 years
PurePressure [Member] \| Acquired developed Technology [Member[
Identified intangible assets:
Asset Value	$ 1,093
Useful Life	8 years
PurePressure [Member] \| Total identified intangible assets [Member]
Identified intangible assets:
Asset Value	$ 3,037
PurePressure [Member] \| Non-compete agreements [Member]
Identified intangible assets:
Asset Value	$ 1,717
Useful Life	5 years

Fair Value Measures (Details) - Schedule of Changes in the Fair Value of the Level 3 Warrant Liabilities $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Schedule Of Changes In The Fair Value Of The Level3 Warrant Liabilities Abstract
Warrant liabilities – beginning of period
Initial fair value of warrant liabilities	40,496
Change in estimated fair value	(10,785)
Warrant liabilities – end of period	$ 29,711

Capital Structure (Details) - Schedule of Options Vested and Exercisable	3 Months Ended
	Mar. 31, 2022 USD ($) $ / shares shares
Exercise Price Range One [Member]
Capital Structure (Details) - Schedule of Options Vested and Exercisable [Line Items]
Price	$ 456,000
Options Vested and Exercisable, Number of Options (in Shares) \| shares	4,210
Options Vested and Exercisable, Weighted-Average Remaining Contractual Life (Years)	8 years 1 month 20 days
Options Vested and Exercisable, Weighted-Average Exercise Price (in Dollars per share) \| $ / shares	$ 456
Exercise Price Range Two [Member]
Capital Structure (Details) - Schedule of Options Vested and Exercisable [Line Items]
Price	$ 972,000
Options Vested and Exercisable, Number of Options (in Shares) \| shares	4,174
Options Vested and Exercisable, Weighted-Average Remaining Contractual Life (Years)	8 years 6 months 25 days
Options Vested and Exercisable, Weighted-Average Exercise Price (in Dollars per share) \| $ / shares	$ 972
Exercise Price Range Three [Member]
Capital Structure (Details) - Schedule of Options Vested and Exercisable [Line Items]
Options Vested and Exercisable, Number of Options (in Shares) \| shares	2,178
Options Vested and Exercisable, Weighted-Average Remaining Contractual Life (Years)	8 years 9 months 25 days
Options Vested and Exercisable, Weighted-Average Exercise Price (in Dollars per share) \| $ / shares	$ 2,624
Exercise Price Range Three [Member] \| Minimum [Member]
Capital Structure (Details) - Schedule of Options Vested and Exercisable [Line Items]
Price	$ 1,536,000
Exercise Price Range Three [Member] \| Maximum [Member]
Capital Structure (Details) - Schedule of Options Vested and Exercisable [Line Items]
Price	$ 2,898,000

Intangible Assets, Net and Goodwill (Details) - Schedule of Goodwill Consist - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Schedule Of Goodwill Consist Abstract
Goodwill - beginning of period	$ 50,090	$ 632
Goodwill - end of period	54,544	50,090
Goodwill acquired during period	4,368	49,458
Goodwill purchase accounting adjustment	$ 86

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Accounts Receivable (Details) - Schedule of Accounts Receivable - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Schedule Of Accounts Receivable Abstract
Accounts receivable, gross	$ 9,986	$ 8,637
Less allowance for doubtful accounts	(1,415)	(1,415)
Accounts receivable, net	$ 8,571	$ 7,222

Recent Accounting Pronouncements

3 Months Ended

Mar. 31, 2022

Accounting Standards Update and Change in Accounting Principle [Abstract]

Recent Accounting Pronouncements

Note 4 — Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendments in ASU No. 2020-06 simplify the complexity associated with applying U.S. GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and derivative scope exceptions for contracts in an entity’s own equity. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The adoption of this new accounting guidance had no impact on the Company’s consolidated financial position.

Pending Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326), which introduces a new methodology for accounting for credit losses on financial instruments, including available-for-sale debt securities and accounts receivable. The guidance establishes a new “expected loss model” that requires entities to estimate current expected credit losses on financial instruments by using all practical and relevant information. Any expected credit losses are to be reflected as allowances rather than reductions in the amortized cost of available-for-sale debt securities. ASU 2016-13 is effective in the first quarter of fiscal 2024. The Company is currently evaluating the potential impact of this adoption on its condensed consolidated financial statements and related disclosures.

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 606): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606 as if it had originated the contracts. Generally, this should result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements, if the acquiree prepared financial statements in accordance with U.S. GAAP. The amendment in this update is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The guidance should be applied prospectively to business combinations occurring on or after the effective date of the amendment in this update. The Company is currently evaluating the potential impact of this adoption on its condensed consolidated financial statements and related disclosures.

The Company does not believe that any other ASU issued but not yet effective, if adopted, will have a material effect on the Company’s future financial statements.

- 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.

+ References

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+ Details

Accounts Receivable

3 Months Ended

Mar. 31, 2022

Accounts Receivable [Abstract]

Accounts Receivable

Note 8 — Accounts Receivable

Accounts receivable consisted of the following as of March 31, 2022 and December 31, 2021:

(In thousands)	March 31, 2022			December 31, 2021
Accounts receivable, gross	$	9,986		$	8,637
Less allowance for doubtful accounts		(1,415	)		(1,415	)
Accounts receivable, net	$	8,571		$	7,222

NEIA, a related party, accounted for $1.3 million and $3.5 million of the Company’s accounts receivable, net as of March 31, 2022 and December 31, 2021, respectively.

The changes in the allowance for doubtful accounts consisted of the following:

(In thousands)	Three Months ended March 31, 2022		Year ended December 31, 2021
Allowance for doubtful accounts - beginning of period	$	1,415	$	54
Provision for doubtful accounts		—		1,187
Other adjustments		—		174
Allowance for doubtful accounts - end of period	$	1,415	$	1,415

Bad debt expense was nil for both the three months ended March 31, 2022 and March 31, 2021.

Business Combination (Details) - Schedule of Components and the Allocation of the Purchase Price $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Acquisition of Lab Society [Member]
Purchase price consideration:
Estimated closing proceeds	$ 4,002
Transaction expenses	80
Closing buyer shares	1,904
Holdback buyer shares	816
Earn-out consideration	1,420
Estimated working capital adjustments	(255)
Fair value of total consideration transferred	7,967
Total purchase price, net of cash acquired	7,402
Fair value allocation of purchase price:
Cash and cash equivalents	565
Accounts receivable	511
Inventory	2,130
Prepaid expenses and other current receivables	55
Right of use assets, net	304
Property and equipment, net	177
Prepaid and refundable taxes	194
Accounts payable, accrued expenses, and other current liabilities	(1,224)
Deferred revenue	(963)
Deferred tax liability	(237)
Finance lease liabilities, current	(36)
Finance lease liabilities, noncurrent	(35)
Operating lease liabilities, current	(112)
Operating lease liabilities, noncurrent	(192)
Acquired intangible assets	2,462
Goodwill	4,368
Total purchase price	7,967
Cascade and Precision [Member]
Purchase price consideration:
Fair value of total consideration transferred	49,918
Total purchase price, net of cash acquired	48,630
Fair value allocation of purchase price:
Cash and cash equivalents	1,288
Accounts receivable	897
Inventory	6,761
Prepaid expenses and other current receivables	1,736
Right of use assets, net	730
Capitalized web costs, net	2
Property and equipment, net	970
Accounts payable, accrued expenses, and other current liabilities	(9,223)
Deferred revenue	(5,419)
Long-term debt	(1,961)
Operating lease liabilities, current	(392)
Operating lease liabilities, noncurrent	(362)
Acquired intangible assets	9,889
Goodwill	45,002
Total purchase price	49,918
Purchase price consideration:
Cash paid to Sinclair Members at close	23,000
Cash contributed to escrow accounts at close	7,000
Cash paid for excess net working capital	1,430
Stock issued at close	14,535
Fair value of contingent consideration to be achieved	3,953
Acquisition of PurePressure [Member]
Purchase price consideration:
Estimated closing proceeds	3,613
Indebtedness paid	320
Transaction expenses	115
Closing buyer shares	2,211
Holdback buyer shares	654
Earn-out consideration	707
Estimated working capital adjustments	330
Fair value of total consideration transferred	7,950
Total purchase price, net of cash acquired	7,647
Fair value allocation of purchase price:
Cash and cash equivalents	303
Accounts receivable	48
Inventory	1,537
Prepaid expenses and other current receivables	61
Other non-current assets	16
Right of use assets, net	191
Property and equipment, net	219
Accounts payable, accrued expenses, and other current liabilities	(765)
Deferred revenue	(762)
Finance lease liabilities, current	(4)
Finance lease liabilities, noncurrent	(10)
Notes payable, current	(260)
Notes payable, noncurrent	(12)
Operating lease liabilities, current	(117)
Operating lease liabilities, noncurrent	(74)
Acquired intangible assets	3,037
Goodwill	4,542
Total purchase price	$ 7,950

Capital Structure

3 Months Ended

Mar. 31, 2022

Capital Structure [Abstract]

Capital Structure

Note 18 — Capital Structure

On January 9, 2020, the Company increased its authorized number of shares of Common Stock to 265,000, consisting of: 250,000 shares of Common Stock, and 3,000,000 shares of Preferred Stock. At that time, it also designated 100,000 shares of the 3,000,000 authorized shares of Preferred Stock, as Series A Convertible Preferred Stock (“Series A Preferred Stock”).

Series A Convertible Preferred Stock

Beginning in the first quarter of 2020, the Company issued an aggregate of 60,000 shares of Series A Preferred Stock, for an aggregate purchase price of $6.0 million. In May 2020, the Company completed an 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 $4.0 million.

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 Convertible Notes. After the amendment:

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

immediately prior to the consummation of a public transaction, the outstanding principal amount of the Convertible 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 Convertible 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 IPO for the sale of 27,000 shares of Common Stock at a price of $2,000.00 per share. The Company also granted the underwriters: (a) a 45-day option to purchase up to 4,050 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 810 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 $2,500.00 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 4,050 shares of Common Stock for a price of $2,000.00 per share and granted to the underwriters warrants to purchase 121 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 $2,500.00 per share. The exercise of the over-allotment option brought the total number of shares of Common Stock sold by the Company in connection with the IPO to 31,050 shares and the total net proceeds received in connection with the IPO to approximately $57.0 million, after deducting underwriting discounts and estimated offering expenses.

Immediately prior to the closing of the Company’s IPO, all outstanding shares of Series A Preferred Stock and Convertible Notes were converted into 6,865 shares of Common Stock and 8,485 shares of Common Stock, respectively, at a conversion price of $1,544.00 per share.

Subsequent Public Offering

On February 19, 2021, the Company consummated a secondary public offering (the “February Offering”) for the sale of 27,778 shares of Common Stock for a price of $2,700.00 per share. The Company also granted the underwriters: (a) a 45-day option to purchase up to 4,167 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 833 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 $3,375.00 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 4,167 shares of Common Stock for a price of $2,700.00 per share and granted to the underwriters warrants to purchase 125 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 $3,375 per share. The exercise of the over-allotment option brought the total number of shares of Common Stock sold by the Company in connection with the February Offering to 31,944 shares and the total net proceeds received in connection with the February Offering to approximately $80.0 million, after deducting underwriting discounts and estimated offering expenses.

Private Placement

On January 25, 2022, the Company entered into a Securities Purchase Agreement (the “Securities Agreement”) with an institutional investor and other accredited investors for the sale by the Company of (i) 12,252 shares (the “SA Shares”) of Common Stock, (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 7,853 shares of Common Stock and (iii) warrants to purchase up to an aggregate of 15,079 shares of Common Stock (the “Common Warrants” and, collectively with the Pre-Funded Warrants, the “SA Warrants”), in a private placement offering. The combined purchase price for one share of Common Stock (or one Pre-Funded Warrant) and accompanying fraction of a Common Warrant was $1,360.00.

Subject to certain ownership limitations, the SA Warrants are exercisable six months from issuance. Each Pre-Funded Warrant was exercisable into one share of Common Stock at a price per share of $0.00001 (as adjusted from time to time in accordance with the terms thereof). Each Common Warrant is exercisable into one share of Common Stock at a price per share of $1,496.00 (as adjusted from time to time in accordance with the terms thereof) and will expire on the fifth anniversary of the initial exercise date. The institutional investor that received the Pre-Funded Warrants fully exercised such warrants in March 2022.

Raymond Chang, Chairman and Chief Executive Officer of the Company, and Stuart Wilcox, a member of the Company’s Board of Directors, participated in the private placement on essentially the same terms as other investors, except for having a combined purchase price of $1,380.00 per share.

The gross proceeds to the Company from the private placement were approximately $27.3 million, before deducting the placement agent’s fees and other offering expenses, and excluding the proceeds, if any, from the exercise of the SA Warrants.

Issuance of Common Stock in Connection with Acquisitions

On October 1, 2021, the Company issued an aggregate of 3,332 shares of its Common Stock to the Precision and Cascade shareholders in connection with the Company’s acquisition of Precision and Cascade. Refer to Note 15 – Business Combinations, included elsewhere in the notes to the condensed consolidated financial statements.

On December 31, 2021, the Company issued an aggregate of 1,202 shares of its Common Stock to the PurePressure shareholders in connection with the Company’s acquisition of PurePressure. Refer to Note 15 – Business Combinations, included elsewhere in the notes to the condensed consolidated financial statements.

On February 1, 2022, the Company issued an aggregate of 1,491 shares of its Common Stock to the Lab Society shareholders in connection with the Company’s acquisition of Lab Society. Refer to Note 15 – Business Combinations, included elsewhere in the notes to the condensed consolidated financial statements.

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 Stock Option Plan (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 non-employee 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 22,669 shares. Shares will 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 anniversary of the date on which it is adopted by the Board of Directors.

Stock-based Compensation

The Company’s stock option compensation expense was $953 thousand and $2.1 million for the three months ended March 31, 2022 and 2021, respectively, and there was $3.4 million of total unrecognized compensation cost related to unvested options granted under the Company’s options plans as of March 31, 2022. 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. No stock options were granted during the three months ended March 31, 2022.

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

Volatility			40%
Risk-free interest rate			1.10% – 1.63%
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 employee turnover 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.

Stock Option Activity

As of March 31, 2022, there were 2,580 shares of Common Stock 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, 2022 and 2021:

(In thousands, except share and per share data)	Number of Options			Weighted-Average Exercise Price		Aggregate Intrinsic Value
Options outstanding at January 1, 2021		15,666		$	702.00	$	—
Granted		6,005			2,558.00
Exercised		(871	)		502.00
Forfeited		(1,384	)		734.00
Expired		(21	)		456.00
Options outstanding at March 31, 2021		19,395		$	1,284.00	$	—

Options outstanding at January 1, 2022		17,821			1,436.00	$	62.64
Granted		—			—
Exercised		(21	)		460.00
Forfeited		(758	)		1,370.00
Expired		(267	)		3,546.00
Options outstanding at March 31, 2022		16,775		$	1,406.00	$	12.23

Options vested and exercisable as of March 31, 2022		10,562		$	1,108.00
Options vested and expected to vest as of March 31, 2022		15,967		$	1,380.00

The following table summarizes information about options vested and exercisable at March 31, 2022:

		Options Vested and Exercisable
	Price ($)		Number of Options	Weighted-Average Remaining Contractual Life (Years)		Weighted-Average Exercise Price
$	456.00		4,210	8.14	$	456.00
$	972.00		4,174	8.57	$	972.00
$	1,536.00-$2,898.00		2,178	8.82	$	2,624.00

The following table summarizes information about options expected to vest after March 31, 2022:

		Options Vested and Expected to Vest
Price ($)		Number of Options		Weighted-Average Remaining Contractual Life (Years)		Weighted-Average Exercise Price
$	456.00		5,073		8.14	$	456.00
$	972.00		5,375		8.57	$	972.00
$	1,536.00-$2,898.00		5,519		8.82	$	2,628.00

Warrants

	Number of Warrants			Weighted-Average Exercise Price
Warrants outstanding at December 31, 2020		4,140		$	4.00
Granted		1,890			4.00
Exercised		(4,672	)		4.00
Warrants outstanding at March 31, 2021		1,358		$	4.00
Warrants outstanding at December 31, 2021		1,358		$	4.00
Granted		57,339			1,204.00
Exercised		(7,917	)		0.00
Warrants outstanding at March 31, 2022		50,780		$	1,360.00

The Company received proceeds from the exercise of warrants of less than $1 thousand and $5 thousand during the three months ended March 31, 2022 and March 31, 2021, respectively.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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+ Details

Convertible Promissory Notes

3 Months Ended

Mar. 31, 2022

Convertible Promissory Notes [Abstract]

Convertible Promissory Notes

Note 17 — 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 “Convertible 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 Convertible 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 $1,544.00.

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 $2.7 million in connection with the derecognition of the net carrying amount of the extinguished debt of $19.6 million (inclusive of $13.1 million of principal, $7.1 million of derivative liabilities, less $587 thousand of debt discount) and the recognition of the $16.9 million fair value of the new convertible notes (including the same principal amount of $13.1 million plus the $3.8 million fair value of the beneficial conversion feature).

On February 1, 2021, in conjunction with the closing of the Company’s IPO, the Convertible Notes in the aggregate principal amount of $13.1 million were converted into 8,485 shares of Common Stock at the election of the Company at a conversion price of $1,544.00 per share.

Net Income (Loss) Per Share (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Income (Loss) Per Share

The components of basic and diluted net income (loss) per share were as follows:

	Three Months ended March 31,
(In thousands, except share and per share data)	2022		2021
Numerator:
Net income (loss) attributable to Agrify Corporation	$	1,780	$	(3,810	)
Accrued dividend attributable to Preferred A Stockholders		—		(61	)
Net income (loss) available for common shareholders	$	1,780	$	(3,871	)
Denominator:
Weighted-average common shares outstanding – basic ⁽¹⁾		122,946		57,841
Effect of dilutive securities
Options outstanding		4,807		—
Warrants outstanding		1,292		—
Weighted-average common shares outstanding – diluted ⁽¹⁾		129,045		57,841
Net income (loss) per share attributable to Common Stockholders – basic ⁽¹⁾	$	14.48	$	(65.87	)
Net income (loss) per share attributable to Common Stockholders – diluted ⁽¹⁾	$	13.79	$	(65.87	)

(1)

Schedule of Anti-Dilutive Shares

As of March 31, 2021, the Company 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 period shown below

	March 31, 2021
Options outstanding		19,395
Warrants outstanding		4,830
		24,225

Employee Benefit Plan

3 Months Ended

Mar. 31, 2022

Employee Benefit Plan [Abstract]

Employee Benefit Plan

Note 19 — Employee Benefit Plan

The Company maintains an employee’s savings and retirement plan under Section 401(k) of the Internal Revenue Code (the “401k Plan”). All full-time U.S. employees become eligible to participate in the 401k Plan. The Company’s contribution to the 401k Plan is discretionary. During the three months ended March 31, 2022 and 2021, the Company did not contribute to the 401k Plan.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480126/715-20-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 60
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480266/715-60-50-3

+ Details

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 3 — Summary of Significant Accounting Policies

Preparation of Condensed Consolidated Financial Statements

Basis of Presentation and Principles of Consolidation

Accounting for Wholly-Owned Subsidiaries

Accounting for Less Than Wholly-Owned Subsidiaries

Use of Estimates

Fiscal Year

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

Emerging Growth Company

In addition, the JOBS Act provides that an “emerging growth company” can use the extended transition period for complying with new or revised accounting standards.

The Company will remain an “emerging growth company” until the earliest to occur of:

●

reporting $1.0 billion or more in annual gross revenues;

●

the issuance, in a three-year period, of more than $1.0 billion in non-convertible debt;

●

the end of the fiscal year in which the market value of Common Stock held by non-affiliates exceeds $700 million on the last business day of our second fiscal quarter; or

●

December 31, 2026.

Reclassifications

Cash, Cash Equivalents, and Restricted Cash

Marketable Securities

Accounts Receivable, Net

Concentration of Credit Risk and Significant Customer

Refer to the following tables below.

Revenue

For the three months ended March 31, 2022 and 2021, the Company’s customers that accounted for 10% or more of the total revenue were as follows:

	Three Months ended March 31, 2022					Three Months ended March 31, 2021
(In thousands)	Amount		% of Total Revenue			Amount		% of Total Revenue
New England Innovation Academy (“NEIA”) – Related Party		*		*		$	5,460		77.9	%
Customer C	$	3,793		14.6	%		*		*
Customer D	$	4,697		18.1	%		*		*

*	Customer revenue, as a percentage of total revenue was less than 10%

Accounts Receivable, Net

As of March 31, 2022 and December 31, 2021, the Company’s customers that accounted for 10% or more of the total accounts receivable, net, were as follows:

	As of March 31, 2022					As of December 31, 2021
(In thousands)	Amount		% of Total Accounts Receivable			Amount		% of Total Accounts Receivable

NEIA – Related Party	$	1,344		15.7	%	$	3,498		48.4	%
Customer B	$	1,541		18.0	%	$	1,541		21.3	%
Customer E	$	1,217		14.2	%		*		*

Customer accounts receivable balance, as a percentage of total accounts receivable balance, was less than 10%

Inventories

Property and Equipment

	Estimated Useful Life (Years)
Computer and office equipment		2 to 3
Furniture and fixtures		2
Software		3
Vehicles		5
Research and development laboratory equipment		5
Machinery and equipment		3 to 5
Leased equipment at customer		5 to 13
Trade show assets		3 to 5
Leasehold improvements		Lower of estimated useful life or remaining lease term

Goodwill

Intangible Assets

The finite-lived useful lives are as follows:

Trade names		5 to 7 years
Acquired developed technology		5 to 8 years
Non-compete agreements		5 years
Customer relationships		5 to 8 years
Capitalized website costs		3 to 5 years

Convertible Notes Payable

Debt Issue Costs and Debt Discount

Original Issue Discount

Distinguishing Liabilities from Equity

Initial Measurement

The Company records its financial instruments classified as liability, temporary equity or permanent equity at issuance at the fair value, or cash received.

Subsequent Measurement – Financial instruments classified as liabilities

Leases

Deferred Revenue

Fair Value of Financial Instruments

Stock-Based Compensation

Business Combinations

Revenue Recognition

Overview

The Company generates revenue from the following sources: (1) equipment sales, (2) providing services and (3) construction contracts.

In accordance with ASC 606 “Revenue Recognition”, the Company recognizes revenue from contracts with customers using a five-step model, which is described below:

●

identify the customer contract;

●

identify performance obligations that are distinct;

●

determine the transaction price;

●

allocate the transaction price to the distinct performance obligations; and

●

recognize revenue as the performance obligations are satisfied.

Identify the customer contract

Identify performance obligations that are distinct

Determine the transaction price

Allocate the transaction price to distinct performance obligations

Recognize revenue as the performance obligations are satisfied

Revenue is recognized when, or as, performance obligations are satisfied by transferring control of a promised product or service to a customer.

Significant Judgments

The Company determines the SSP for services in time and materials contracts by observable prices in standalone services arrangements.

In accordance with ASC 606-10-50-13, the Company is required to include disclosure on its remaining performance obligations as of the end of the current reporting period. Due to the nature of the Company’s contracts, these reporting requirements are not applicable. The majority of the Company’s remaining contracts meet certain exemptions as defined in ASC 606-10-50-14 through 606-10-50-14A, including (i) performance obligation is part of a contract that has an original expected duration of one year or less and (ii) the right to invoice practical expedient.

Research and Development Costs

Capitalization of Internal Software Development Costs

Shipping and Handling Charges

Equity Method Investments

Income Taxes

Net Income (Loss) Per Share

Net Income (Loss) Per Share (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

Mar. 31, 2022

Mar. 31, 2021

Numerator:

Net income (loss) attributable to Agrify Corporation (in Dollars)

$ 1,780

$ (3,810)

Accrued dividend attributable to Preferred A Stockholders (in Dollars)

(61)

Net income (loss) available for common shareholders (in Dollars)

$ 1,780

$ (3,871)

Denominator:

Weighted-average common shares outstanding – basic (1)

^[1]

122,946

57,841

Options outstanding

4,807

Warrants outstanding

1,292

Weighted-average common shares outstanding – diluted (1)

^[1]

129,045

57,841

Net income (loss) per share attributable to Common Stockholders – basic (1) (in Dollars per share)

^[1]

$ 14.48

$ (65.87)

Net income (loss) per share attributable to Common Stockholders – diluted (1) (in Dollars per share)

^[1]

$ 13.79

$ (65.87)

[1]

Debt (Tables)

3 Months Ended

Mar. 31, 2022

Debt [Abstract]

Schedule of Debt

The Company’s debt consisted of:

	March 31, 2022			December 31, 2021
Note payable – SPA Note	$	65,000		$	—
PPP Loan		794			804
Other notes payable (1)		1,487			297
Total debt		67,281			1,101
Less: unamortized debt discount		(29,303	)		—
Total debt, net of debt discount		37,978			1,101
Less: current portion, net of current unamortized debt discount		(2,281	)		(1,089	)
Long-term debt	$	35,697		$	12

(1)	Other notes payable relates to one-year insurance premium that was financed over nine-months.

Schedule of Breakdown of the Note Payable Balance

The following table provides a breakdown of the note payable balances as of March 31, 2022:

(In thousands)	Balance at January 1, 2022		Additions			Payments		Amortization of Debt Discount		Balance at March 31, 2022
Accrued interest expense	$	—		(98	)		—		—	$	(98	)

Principal	$	—	$	65,000		$	—	$	—	$	65,000
Notes payable, discount		—		(29,527	)		—		224		(29,303	)
Net carrying amount	$	—	$	35,473		$	—	$	224	$	35,697

Schedule of Short-Term and Long-Term Portion of Debt

The following table summarizes short-term and long-term portion of the SPA Note as of March 31, 2022:

(In thousands)	Short-Term			Long-Term			Notes payable, net
Principal	$	5,200		$	59,800		$	65,000
Unamortized discount		(5,200	)		(24,103	)		(29,303	)
Net carrying amount	$	—		$	35,697		$	35,697

Schedule of Future Minimum Payments

As of March 31, 2022, future minimum payments were as follows:

Years ending December 31 (In thousands),
Remaining 2022	$	—
2023		28,600
2024		31,200
2025		5,200
Total future payments	$	65,000

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B

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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69E

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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-Subparagraph (SX 210.12-04(a))
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+ Details

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities
Net income (loss) attributable to Agrify Corporation	$ 1,780	$ (3,810)
Adjustments to reconcile net income (loss) attributable to Agrify Corporation to net cash used in operating activities:
Depreciation and amortization	1,052	147
Amortization of premium on investment securities	224
Amortization of debt discount	223
Amortization of issuance costs	143
Interest on investment securities	(248)
Deferred income taxes	(200)
Compensation in connection with the issuance of stock options	953	2,135
Non-cash interest (income) expense	(406)	33
Change in fair value of warrant liabilities	(10,785)
Gain on extinguishment of notes payable, net		(2,685)
Early termination of lease	26
Income (loss) attributable to non-controlling interests	1	(33)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(838)	(5,218)
Inventory	(16,361)	(3,330)
Prepaid expenses and other current assets	(890)	(2,155)
Right of use assets, net	(20)
Accounts payable	(2,838)	181
Accrued expenses and other current liabilities	(2,120)	7,360
Deferred revenue, net	(571)	96
Net cash used in operating activities	(30,875)	(7,279)
Cash flows from investing activities
Purchases of property and equipment	(3,728)	(142)
Purchase of securities	(76,097)
Proceeds from the sale of securities	82,460
Issuance of loan receivable	(12,487)
Cash paid for business combination, net of cash acquired	(3,513)
Net cash used in investing activities	(13,365)	(142)
Cash flows from financing activities
Proceeds from issuance of debt and warrants in private placement, net	62,405
Proceeds from issuance of Common Stock and warrants in private placement, net of fees	25,797
Proceeds from IPO, net of fees		56,961
Proceeds from Secondary public offering, net of fees		79,839
Proceeds from exercise of options	10	439
Proceeds from exercise of warrants	1	5
Payments on other financing loans	(273)
Payments on insurance financing loan	(428)
Payments of financing leases	(81)	(47)
Net cash provided by financing activities	87,431	137,197
Net increase in cash, cash equivalents, and restricted cash	43,191	129,776
Cash, cash equivalents, and restricted cash at the beginning of period	12,014	8,111
Cash, cash equivalents, and restricted cash at the end of period	55,205	137,887
Cash, cash equivalents, and restricted cash at end of period
Cash and cash equivalents	25,205	137,887
Restricted cash	30,000
Total cash, cash equivalents, and restricted cash at the end of period	55,205	137,887
Supplemental disclosures of cash flow information
Conversion of Convertible Note to Common Stock		13,100
Supplemental disclosures of non-cash flow information
Initial fair value of warrants	40,496
Financing of prepaid insurance	$ 1,928

Prepaid Expenses and Other Current Assets (Tables)

3 Months Ended

Mar. 31, 2022

Prepaid Expenses and Other Receivables [Abstract]

Schedule of prepaid expenses and other receivables

	March 31,		December 31,
(In thousands)	2022		2021
Prepaid insurance	$	2,353	$	492
Prepaid software		151		173
Prepaid expenses, other		1,828		541
Deferred costs		492		353
Other note receivables (1)		1,240		807
Other receivables, other		384		86
Total prepaid expenses and other current assets	$	6,448	$	2,452

(1)	Other note receivables relate to the current portion of one of our TTK Solutions loan receivable balances.

Nature of Business and Basis of Presentation

3 Months Ended

Mar. 31, 2022

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 proprietary precision hardware and software grow solutions for the commercial indoor agriculture industry and provides equipment and solutions for cultivation, extraction, post-processing, and testing for the cannabis and hemp industries. The Company was formed in the State of Nevada on June 6, 2016 as Agrinamics, Inc., and subsequently changed its name to Agrify Corporation. The Company is sometimes referred to herein by the words “we,” “us,” “our,” and similar terminology.

The Company has nine wholly-owned subsidiaries, which are collectively referred to as the “Subsidiaries”:

●

AGM Service Corp LLC (formerly AGM Service Corp Inc.);

●

TriGrow Systems, LLC (“TriGrow”, which acted as the Company’s exclusive distributor and which was acquired in January 2020 as TriGrow Systems, Inc. and converted to TriGrow Systems, LLC in May 2020);

●

Ariafy Finance, LLC;

●

Agxiom, LLC;

●

Harbor Mountain Holdings, LLC (“HMH”) (acquired in July 2020);

●

Cascade Sciences, LLC (“Cascade”) (which was acquired by the Company on October 1, 2021);

●

Precision Extraction NewCo, LLC (“Precision”) (which was a newly formed subsidiary in connection with October 1, 2021 acquisition of Mass2Media, LLC, d/b/a PX2 Holdings, LLC, d/b/a Precision Extraction Solutions and Cascade); and

●

PurePressure, LLC (“PurePressure”) (which was acquired by the Company on December 31, 2021); and

●

Lab Society NewCo, LLC (“Lab Society”) (which was a newly formed subsidiary in connection with February 1, 2022 acquisition of LS Holdings Corp).

The Company also has ownership interests in the following companies:

●

Teejan Podoponics International LLC (“TPI”) (the Company has owned 50% of TPI since December 2018);

●

Agrify-Valiant, LLC (“Agrify-Valiant”) (the Company owns 60% of Agrify-Valiant, which was formed in December 2019); and

●

Agrify Brands, LLC (“Agrify Brands”) (formerly TriGrow Brands, LLC) (the Company owns 75% of Agrify Brands, which ownership position was created as part of the January 2020 acquisition of TriGrow).

Reverse Stock Split

On January 12, 2021, the Company effected a 1-for-1.581804 reverse stock split (“Reverse Stock Split”) of its Common Stock, $0.001 par value per share (“Common Stock”). All share and per share information has been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented, unless otherwise indicated.

On October 18, 2022, the Company effected a 1-for-10 reverse stock split of its Common Stock. All share and per share information has been retroactively adjusted to give effect to the reverse stock split for all periods presented unless otherwise indicated.

On July 5, 2023, the Company effected a 1-for-20 reverse stock split of its Common Stock, All share and per share information has been retroactively adjusted to give effect to the reverse stock split for all periods presented unless otherwise indicated.

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

Initial Public Offering and Secondary Public Offering

On February 1, 2021, the Company closed its initial public offering, or (“IPO”), of 31,050 shares of its Common Stock (inclusive of 4,050 shares of Common Stock from the full exercise of the over-allotment option of shares granted to the underwriters). The offer and sale of all of the shares in the IPO were registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-1 (File Nos. 333- 251616 and 333-252490), which was declared effective by the SEC on January 27, 2021. In the IPO, Maxim Group LLC and Roth Capital Partners acted as the underwriters. The IPO price for shares of Common Stock was $2,000.00 per share. The total gross proceeds from the IPO were $62.1 million.

After deducting underwriting discounts and commissions of $4 million and offering expenses paid or payable by us of approximately $1 million, the net proceeds from the IPO were approximately $57 million. The Company used the net proceeds from the IPO for its current working capital needs, to support revenue growth, to increase inventory to meet customer demand forecasts, and to support operational growth.

On February 19, 2021, the Company consummated a secondary public offering (the “February Offering”) of 27,778 shares of its Common Stock for a price of $2,700.00 per share, less certain underwriting discounts and commissions. On March 22, 2021, the Company closed on the sale of an additional 4,167 shares of Common Stock on the same terms and conditions pursuant to the exercise of the underwriters’ over-allotment option. The exercise of the over-allotment option brought the total number of shares of Common Stock sold by the Company in connection with the February Offering to 31,944 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. The Company used the net proceeds from the IPO for its current working capital needs, to support revenue growth, to increase inventory, to meet customer demand forecasts, and to support operational growth.

Coronavirus (“COVID-19”) Pandemic

The spread of COVID-19 beginning in the first quarter of 2020 has caused significant volatility in U.S. markets. There is significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the U.S. economy. To date, there has not been a material impact on the Company’s business operations and financial performance. The extent of the impact of COVID-19 on the Company’s operational and financial performance, if any, will depend, in part, on the length and severity of these restrictions and on the Company’s ability to conduct business in the ordinary course.

The Paycheck Protection Program

In May 2020, the Company received an unsecured Paycheck Protection Program Loan (“PPP Loan”) from the Bank of America pursuant to the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), administered by the U.S. Small Business Administration (the “SBA”). The Company received total loan proceeds of approximately $779 thousand from the PPP Loan. The Company’s application for the forgiveness of the outstanding balance of PPP Loan is currently under review by the SBA.

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) - USD ($)
$ in Thousands

Common Stock

Preferred A Stock

Additional Paid-In Capital

^[1]

Accumulated Deficit

Total Stockholders’ Equity attributable to Agrify

Non- Controlling Interests

Total

Balance at Dec. 31, 2020

^[1]

$ 19,831

$ (26,510)

$ (6,679)

$ 225

$ (6,454)

Balance (in Shares) at Dec. 31, 2020

21,058

^[1]

100,000

Stock-based compensation

^[1]

2,135

Stock-based compensation (in Shares)

^[1]

Beneficial conversion feature associated with amended Convertible Promissory Notes

^[1]

3,869

Beneficial conversion feature associated with amended Convertible Promissory Notes (in Shares)

^[1]

Conversion of Convertible Notes

^[1]

13,100

Conversion of Convertible Notes (in Shares)

8,485

^[1]

Issuance of Common Stock – Initial Public Offering (“IPO”), net of fees

^[1]

56,961

Issuance of Common Stock – Initial Public Offering (“IPO”), net of fees (in Shares)

31,050

^[1]

Issuance of Common Stock – Secondary public offering, net of fees

^[1]

79,839

Issuance of Common Stock – Secondary public offering, net of fees (in Shares)

31,945

^[1]

Conversion of Preferred A Stock

^[1]

Conversion of Preferred A Stock (in Shares)

6,865

^[1]

(100,000)

Exercise of options

^[1]

439

$ 439

Exercise of options (in Shares)

872

^[1]

871

Exercise of warrants

^[1]

$ 5

Exercise of warrants (in Shares)

^[1]

1,201

Net income (loss)

^[1]

(3,810)

(33)

(3,843)

Net income (loss) (in Shares)

^[1]

Balance at Mar. 31, 2021

^[1]

176,179

(30,320)

145,859

192

146,051

Balance (in Shares) at Mar. 31, 2021

101,476

^[1]

Balance at Dec. 31, 2021

^[1]

196,034

(58,975)

137,059

365

137,424

Balance (in Shares) at Dec. 31, 2021

^[1]

111,035

Stock-based compensation

^[1]

953

Stock-based compensation (in Shares)

^[1]

Issuance of Common Stock and warrants in private placement

^[1]

14,800

Issuance of Common Stock and warrants in private placement (in Shares)

^[1]

12,252

Acquisition of Lab Society

^[1]

1,903

Acquisition of Lab Society (in Shares)

^[1]

1,490

Exercise of options

^[1]

$ 10

Exercise of options (in Shares)

^[1]

Exercise of warrants

^[1]

$ 1

Exercise of warrants (in Shares)

^[1]

7,916

Net income (loss)

^[1]

1,780

1,781

Net income (loss) (in Shares)

^[1]

Balance at Mar. 31, 2022

^[1]

$ 213,701

$ (57,195)

$ 156,506

$ 366

$ 156,872

Balance (in Shares) at Mar. 31, 2022

^[1]

132,714

[1]

Property and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2022

Property and Equipment, Net [Abstract]

Schedule of Property and Equipment, Net

Property and equipment, net consisted of the following as of March 31, 2022 and December 31, 2021:

(In thousands)	March 31, 2022			December 31, 2021
Computer and office equipment	$	519		$	473
Furniture and fixtures		458			385
Leasehold improvements		993			841
Machinery and equipment		990			898
Software		210			174
Vehicles		143			143
Research and development laboratory equipment		205			163
Leased equipment at customer		690			619
Trade show assets		80			80
Total property and equipment, gross		4,288			3,776
Accumulated depreciation		(1,156	)		(780	)
Construction in progress		3,923			3,236
Total property and equipment, net	$	7,055		$	6,232

Inventory (Tables)

3 Months Ended

Mar. 31, 2022

Inventory [Abstract]

Schedule of Inventory

Inventory consisted of the following as of March 31, 2022 and December 31, 2021:

(In thousands)	March 31, 2022			December 31, 2021
Raw materials	$	7,211		$	6,393
Prepaid inventory		10,745			2,237
Finished goods		21,975			12,810
Inventory, gross		39,931			21,440
Inventory reserves		(942	)		(942	)
Total inventory, net	$	38,989		$	20,498

Schedule of Establishes Inventory Reserves for Obsolete, Slow Moving and Defective Items

Changes in the Company’s inventory reserve are as follows:

(In thousands)	Three Months ended March 31, 2022		Year ended December 31, 2021
Inventory reserves – beginning of period	$	942	$	—
Increase in inventory reserves		—		942
Inventory write-offs		—		—
Inventory reserves – end of period	$	942	$	942

Restatement of Current Period (Details) - Schedule of the Impact of the Restatement and Reclassifications on the Company’s Condensed Consolidated Statement of Operations (Parentheticals) - Related Parties [Member] $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Previously Reported [Member]
Condensed Income Statements, Captions [Line Items]
Revenue from related parties	$ 1,271
Adjustment [Member] \| Warrant [Member]
Condensed Income Statements, Captions [Line Items]
Revenue from related parties	1,271
Adjustment [Member] \| Reverse Stock Split [Member]
Condensed Income Statements, Captions [Line Items]
Revenue from related parties	1,271
Restated [Member]
Condensed Income Statements, Captions [Line Items]
Revenue from related parties	$ 1,271

- 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
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1

+ Details

Summary of Significant Accounting Policies (Details) - Schedule of Property and Equipment	Mar. 31, 2022
Public Utility, Property, Plant and Equipment [Line Items]
Leasehold improvements	Lower of estimated useful life or remaining lease term
Computer and office equipment Member[] \| Minimum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment estimated Useful Life	2 years
Computer and office equipment Member[] \| Maximum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment estimated Useful Life	3 years
Furniture and fixtures [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment estimated Useful Life	2 years
Software [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment estimated Useful Life	3 years
Vehicles [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment estimated Useful Life	5 years
Research and development laboratory equipment [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment estimated Useful Life	5 years
Machinery and equipment [Member] \| Minimum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment estimated Useful Life	3 years
Machinery and equipment [Member] \| Maximum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment estimated Useful Life	5 years
Leased equipment at customer [Member] \| Minimum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment estimated Useful Life	5 years
Leased equipment at customer [Member] \| Maximum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment estimated Useful Life	13 years
Trade show assets [Member] \| Minimum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment estimated Useful Life	3 years
Trade show assets [Member] \| Maximum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment estimated Useful Life	5 years

Capital Structure (Details) - Schedule of Options Expected to Vest	3 Months Ended
	Mar. 31, 2022 USD ($) $ / shares shares
456.00 [Member]
Capital Structure (Details) - Schedule of Options Expected to Vest [Line Items]
Price	$ 456,000
Options Vested and Expected to Vest, Number of Options (in Shares) \| shares	5,073
Options Vested and Expected to Vest, Weighted-Average Remaining Contractual Life (Years)	8 years 1 month 20 days
Options Vested and Expected to Vest, Weighted-Average Exercise Price (in Dollars per share) \| $ / shares	$ 456
972.00 [Member]
Capital Structure (Details) - Schedule of Options Expected to Vest [Line Items]
Price	$ 972,000
Options Vested and Expected to Vest, Number of Options (in Shares) \| shares	5,375
Options Vested and Expected to Vest, Weighted-Average Remaining Contractual Life (Years)	8 years 6 months 25 days
Options Vested and Expected to Vest, Weighted-Average Exercise Price (in Dollars per share) \| $ / shares	$ 972
1,536.00-$2,898.00 [Member]
Capital Structure (Details) - Schedule of Options Expected to Vest [Line Items]
Options Vested and Expected to Vest, Number of Options (in Shares) \| shares	5,519
Options Vested and Expected to Vest, Weighted-Average Remaining Contractual Life (Years)	8 years 9 months 25 days
Options Vested and Expected to Vest, Weighted-Average Exercise Price (in Dollars per share) \| $ / shares	$ 2,628
1,536.00-$2,898.00 [Member] \| Minimum [Member]
Capital Structure (Details) - Schedule of Options Expected to Vest [Line Items]
Price	$ 1,536,000
1,536.00-$2,898.00 [Member] \| Maximum [Member]
Capital Structure (Details) - Schedule of Options Expected to Vest [Line Items]
Price	$ 2,898,000

Intangible Assets, Net and Goodwill (Details) - Schedule of Intangible Assets - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Intangible Assets, Net and Goodwill (Details) - Schedule of Intangible Assets [Line Items]
Intangible Assets, Gross beginning	$ 14,952	$ 1,919
Intangible Assets, Gross Additions and Retirements, net	2,462	13,033
Intangible Assets, Gross ending	17,414	14,952
Accumulated Amortization, beginning	(880)	(225)
Accumulated Amortization Expense and Retirements, net	(673)	(655)
Accumulated Amortization, ending	(1,553)	(880)
Intangible Assets, Net ending	15,861	14,072
Intangible Assets, Net beginning	14,072	1,694
Trade names [Member]
Intangible Assets, Net and Goodwill (Details) - Schedule of Intangible Assets [Line Items]
Intangible Assets, Gross beginning	2,418	930
Intangible Assets, Gross Additions and Retirements, net	317	1,488
Intangible Assets, Gross ending	2,735	2,418
Accumulated Amortization, beginning	(227)	(88)
Accumulated Amortization Expense and Retirements, net	(91)	(139)
Accumulated Amortization, ending	(318)	(227)
Intangible Assets, Net ending	2,417	2,191
Intangible Assets, Net beginning	2,191	842
Customer Relationships [Member]
Intangible Assets, Net and Goodwill (Details) - Schedule of Intangible Assets [Line Items]
Intangible Assets, Gross beginning	6,176	850
Intangible Assets, Gross Additions and Retirements, net	713	5,326
Intangible Assets, Gross ending	6,889	6,176
Accumulated Amortization, beginning	(302)	(89)
Accumulated Amortization Expense and Retirements, net	(247)	(213)
Accumulated Amortization, ending	(549)	(302)
Intangible Assets, Net ending	6,340	5,874
Intangible Assets, Net beginning	5,874	761
Acquired developed Technology [Member[
Intangible Assets, Net and Goodwill (Details) - Schedule of Intangible Assets [Line Items]
Intangible Assets, Gross beginning	4,911
Intangible Assets, Gross Additions and Retirements, net	1,432	4,911
Intangible Assets, Gross ending	6,343	4,911
Accumulated Amortization, beginning	(191)
Accumulated Amortization Expense and Retirements, net	(255)	(191)
Accumulated Amortization, ending	(446)	(191)
Intangible Assets, Net ending	5,897	4,720
Intangible Assets, Net beginning	4,720
Non-compete [Member]
Intangible Assets, Net and Goodwill (Details) - Schedule of Intangible Assets [Line Items]
Intangible Assets, Gross beginning	1,202
Intangible Assets, Gross Additions and Retirements, net		1,202
Intangible Assets, Gross ending	1,202	1,202
Accumulated Amortization, beginning	(60)
Accumulated Amortization Expense and Retirements, net	(60)	(60)
Accumulated Amortization, ending	(120)	(60)
Intangible Assets, Net ending	1,082	1,142
Intangible Assets, Net beginning	1,142
Capitalized website costs [Member]
Intangible Assets, Net and Goodwill (Details) - Schedule of Intangible Assets [Line Items]
Intangible Assets, Gross beginning	245	139
Intangible Assets, Gross Additions and Retirements, net		106
Intangible Assets, Gross ending	245	245
Accumulated Amortization, beginning	(100)	(48)
Accumulated Amortization Expense and Retirements, net	(20)	(52)
Accumulated Amortization, ending	(120)	(100)
Intangible Assets, Net ending	125	145
Intangible Assets, Net beginning	$ 145	$ 91

Accounts Receivable (Tables)

3 Months Ended

Mar. 31, 2022

Accounts Receivable [Abstract]

Schedule of Accounts Receivable

Accounts receivable consisted of the following as of March 31, 2022 and December 31, 2021:

(In thousands)	March 31, 2022			December 31, 2021
Accounts receivable, gross	$	9,986		$	8,637
Less allowance for doubtful accounts		(1,415	)		(1,415	)
Accounts receivable, net	$	8,571		$	7,222

Schedule of Allowance for Doubtful Accounts

The changes in the allowance for doubtful accounts consisted of the following:

(In thousands)	Three Months ended March 31, 2022		Year ended December 31, 2021
Allowance for doubtful accounts - beginning of period	$	1,415	$	54
Provision for doubtful accounts		—		1,187
Other adjustments		—		174
Allowance for doubtful accounts - end of period	$	1,415	$	1,415

Other Non-Current Assets (Tables)

3 Months Ended

Mar. 31, 2022

Other Non-Current Assets [Abstract]

Schedule of Other Non-Current Assets

Other non-current assets consisted of the following as of March 31, 2022 and December 31, 2021:

	March 31,		December 31,
(In thousands)	2022		2021
Long-term deferred commissions expense	$	3,008	$	1,101
Security deposits		97		83
Total other non-current assets	$	3,105	$	1,184

Net Income (Loss) Per Share

3 Months Ended

Mar. 31, 2022

Net Loss Per Share [Abstract]

Net Income (Loss) Per Share

Note 21 — Net Income (Loss) Per Share

Net income (loss) per share calculations for all periods have been adjusted to reflect the Company’s Reverse Stock Split. Net income (loss) per share was calculated based on the weighted-average number of its Common Stock then outstanding.

Basic net income (loss) per share is calculated using the weighted-average number of Common Stock outstanding during the periods. Net income (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. For periods during which the Company recorded a net income (loss), diluted net income (loss) per share is equal to basic net income (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 income (loss) per share were as follows:

	Three Months ended March 31,
(In thousands, except share and per share data)	2022		2021
Numerator:
Net income (loss) attributable to Agrify Corporation	$	1,780	$	(3,810	)
Accrued dividend attributable to Preferred A Stockholders		—		(61	)
Net income (loss) available for common shareholders	$	1,780	$	(3,871	)
Denominator:
Weighted-average common shares outstanding – basic ⁽¹⁾		122,946		57,841
Effect of dilutive securities
Options outstanding		4,807		—
Warrants outstanding		1,292		—
Weighted-average common shares outstanding – diluted ⁽¹⁾		129,045		57,841
Net income (loss) per share attributable to Common Stockholders – basic ⁽¹⁾	$	14.48	$	(65.87	)
Net income (loss) per share attributable to Common Stockholders – diluted ⁽¹⁾	$	13.79	$	(65.87	)

(1)

	March 31, 2021
Options outstanding		19,395
Warrants outstanding		4,830
		24,225

Property and Equipment, Net (Details) - Schedule of Property and Equipment, Net - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 4,288	$ 3,776
Accumulated depreciation	(1,156)	(780)
Construction in progress	3,923	3,236
Total property and equipment, net	7,055	6,232
Computer and office equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	519	473
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	458	385
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	993	841
Machinery and equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	990	898
Software [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	210	174
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	143	143
Research and development laboratory equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	205	163
Leased equipment at customer [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	690	619
Trade show assets [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 80	$ 80

Restatement of Current Period (Details) - Schedule of the Impact of the Restatement and Reclassifications on the Company’s Condensed Consolidated Statement of Stockholders’ Equity $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($) shares
Previously Reported [Member]
Restatement of Current Period (Details) - Schedule of the Impact of the Restatement and Reclassifications on the Company’s Condensed Consolidated Statement of Stockholders’ Equity [Line Items]
Beginning Balance	$ 137,424
Stock-based compensation	953
Issuance of Common Stock and warrants in private placement	25,797
Issuance of debt and warrants in private placement	13,230
Acquisition of Lab Society	1,903
Exercise of options	10
Exercise of warrants	1
Net income	(8,881)
Ending Balance	170,437
Previously Reported [Member] \| Common Stock [Member]
Restatement of Current Period (Details) - Schedule of the Impact of the Restatement and Reclassifications on the Company’s Condensed Consolidated Statement of Stockholders’ Equity [Line Items]
Beginning Balance	$ 21
Beginning Balance (in Shares) \| shares	22,207,103
Stock-based compensation
Issuance of Common Stock and warrants in private placement	$ 2
Issuance of Common Stock and warrants in private placement (in Shares) \| shares	2,450,350
Issuance of debt and warrants in private placement
Acquisition of Lab Society
Acquisition of Lab Society (in Shares) \| shares	297,929
Exercise of options
Exercise of options (in Shares) \| shares	4,220
Exercise of warrants	$ 2
Exercise of warrants (in Shares) \| shares	1,583,288
Net income
Ending Balance	$ 25
Ending Balance (in Shares) \| shares	26,542,890
Previously Reported [Member] \| Additional Paid-in Capital [Member]
Restatement of Current Period (Details) - Schedule of the Impact of the Restatement and Reclassifications on the Company’s Condensed Consolidated Statement of Stockholders’ Equity [Line Items]
Beginning Balance	$ 196,013
Stock-based compensation	953
Issuance of Common Stock and warrants in private placement	25,795
Issuance of debt and warrants in private placement	13,230
Acquisition of Lab Society	1,903
Exercise of options	10
Exercise of warrants	(1)
Net income
Ending Balance	237,903
Previously Reported [Member] \| Accumulated Deficit [Member]
Restatement of Current Period (Details) - Schedule of the Impact of the Restatement and Reclassifications on the Company’s Condensed Consolidated Statement of Stockholders’ Equity [Line Items]
Beginning Balance	(58,975)
Stock-based compensation
Issuance of Common Stock and warrants in private placement
Issuance of debt and warrants in private placement
Acquisition of Lab Society
Exercise of options
Exercise of warrants
Net income	(8,882)
Ending Balance	(67,857)
Previously Reported [Member] \| Total Stockholders’ Equity attributable to Agrify [Member]
Restatement of Current Period (Details) - Schedule of the Impact of the Restatement and Reclassifications on the Company’s Condensed Consolidated Statement of Stockholders’ Equity [Line Items]
Beginning Balance	137,059
Stock-based compensation	953
Issuance of Common Stock and warrants in private placement	25,797
Issuance of debt and warrants in private placement	13,230
Acquisition of Lab Society	1,903
Exercise of options	10
Exercise of warrants	1
Net income	(8,882)
Ending Balance	170,071
Previously Reported [Member] \| Noncontrolling Interest [Member]
Restatement of Current Period (Details) - Schedule of the Impact of the Restatement and Reclassifications on the Company’s Condensed Consolidated Statement of Stockholders’ Equity [Line Items]
Beginning Balance	365
Stock-based compensation
Issuance of Common Stock and warrants in private placement
Issuance of debt and warrants in private placement
Acquisition of Lab Society
Exercise of options
Exercise of warrants
Net income	1
Ending Balance	366
Restated [Member]
Restatement of Current Period (Details) - Schedule of the Impact of the Restatement and Reclassifications on the Company’s Condensed Consolidated Statement of Stockholders’ Equity [Line Items]
Beginning Balance	137,424
Stock-based compensation	953
Issuance of Common Stock and warrants in private placement	14,800
Issuance of debt and warrants in private placement
Acquisition of Lab Society	1,903
Exercise of options	10
Exercise of warrants	1
Net income	1,781
Ending Balance	156,872
Restated [Member] \| Common Stock [Member]
Restatement of Current Period (Details) - Schedule of the Impact of the Restatement and Reclassifications on the Company’s Condensed Consolidated Statement of Stockholders’ Equity [Line Items]
Beginning Balance
Beginning Balance (in Shares) \| shares	111,035
Stock-based compensation
Issuance of Common Stock and warrants in private placement
Issuance of Common Stock and warrants in private placement (in Shares) \| shares	12,252
Acquisition of Lab Society
Acquisition of Lab Society (in Shares) \| shares	1,490
Exercise of options
Exercise of options (in Shares) \| shares	21
Exercise of warrants
Exercise of warrants (in Shares) \| shares	7,916
Net income
Ending Balance
Ending Balance (in Shares) \| shares	132,714
Restated [Member] \| Additional Paid-in Capital [Member]
Restatement of Current Period (Details) - Schedule of the Impact of the Restatement and Reclassifications on the Company’s Condensed Consolidated Statement of Stockholders’ Equity [Line Items]
Beginning Balance	$ 196,034
Stock-based compensation	953
Issuance of Common Stock and warrants in private placement	14,800
Issuance of debt and warrants in private placement
Acquisition of Lab Society	1,903
Exercise of options	10
Exercise of warrants	1
Net income
Ending Balance	213,701
Restated [Member] \| Accumulated Deficit [Member]
Restatement of Current Period (Details) - Schedule of the Impact of the Restatement and Reclassifications on the Company’s Condensed Consolidated Statement of Stockholders’ Equity [Line Items]
Beginning Balance	(58,975)
Stock-based compensation
Issuance of Common Stock and warrants in private placement
Issuance of debt and warrants in private placement
Acquisition of Lab Society
Exercise of options
Exercise of warrants
Net income	1,780
Ending Balance	(57,195)
Restated [Member] \| Total Stockholders’ Equity attributable to Agrify [Member]
Restatement of Current Period (Details) - Schedule of the Impact of the Restatement and Reclassifications on the Company’s Condensed Consolidated Statement of Stockholders’ Equity [Line Items]
Beginning Balance	137,059
Stock-based compensation	953
Issuance of Common Stock and warrants in private placement	14,800
Issuance of debt and warrants in private placement
Acquisition of Lab Society	1,903
Exercise of options	10
Exercise of warrants	1
Net income	1,780
Ending Balance	156,506
Restated [Member] \| Noncontrolling Interest [Member]
Restatement of Current Period (Details) - Schedule of the Impact of the Restatement and Reclassifications on the Company’s Condensed Consolidated Statement of Stockholders’ Equity [Line Items]
Beginning Balance	365
Stock-based compensation
Issuance of Common Stock and warrants in private placement
Issuance of debt and warrants in private placement
Acquisition of Lab Society
Exercise of options
Exercise of warrants
Net income	1
Ending Balance	$ 366

Inventory (Details) - Schedule of Establishes Inventory Reserves for Obsolete, Slow Moving and Defective Items - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Schedule Of Establishes Inventory Reserves For Obsolete Slow Moving And Defective Items Abstract
Inventory reserves – beginning of period	$ 942
Increase in inventory reserves		942
Inventory write-offs
Inventory reserves – end of period	$ 942	$ 942

Loan Receivable

3 Months Ended

Mar. 31, 2022

Loan Receivable [Abstract]

Loan Receivable

Note 7 — Loan Receivable

A portion of the capital raised from the Company’s IPO has been allocated to launch Agrify’s total turn-key solution (“TTK Solution”) program. The TTK Solution is industry’s first end-to-end solution that provides access to capital for construction costs, equipment lease(s) to VFUs and other related operating equipment, subscription to the Company’s Agrify Insights software, and business consultation services, which will enable the Company’s customers to go to market faster and better.

The Company’s initial allowable investment in the TTK Solution engagements is currently capped at $50.0 million, as approved by the Company’s Board of Directors. As of March 31, 2022 and December 31, 2021, the Company has committed $32.9 million to the Agrify TTK Solution for five customers under contract and $20.3 million to the Agrify TTK Solution for five customers under contract, respectively. Of the five parties who have purchased the Agrify TTK Solution to date, Greenstone Holdings is a related party as of March 31, 2022 and December 31, 2021.

The loan agreements entered into with customers receiving the Agrify TTK Solution generally provide for loans ranging from approximately $200 thousand up to $13.5 million with maturity dates of approximately two to three years after the completion of the construction projects. Typically, the TTK Solution construction loans have interest rates ranging from 12% to 18% per year.

The breakdown of loans receivable by Company as of March 31, 2022 and December 31, 2021 is as follows:

(In thousands)	March 31, 2022		December 31, 2021
Company A – Agrify TTK Solution	$	9,579	$	5,542
Greenstone Holdings – TTK Solution – Related Party		12,446		11,177
Company C – Agrify TTK Solution		7,479		2,439
Company D – Agrify TTK Solution		3,338		1,105
Company E – Agrify TTK Solution		46		46
Company F – Non-TTK Solution (1)		1,538		1,946
Other – Non-TTK Solutions		312		—
Total loan receivable	$	34,738	$	22,255

(1)	Current portion of loan receivable are included within Note 10 – Prepaid Expenses and Other Current Receivables, included elsewhere in the notes to the condensed consolidated financial statements.

The Company analyzed whether any of the above customers are a VIE in accordance with ASC 810 and if so, whether the Company is the primary beneficiary requiring consolidation. Based on the Company’s analysis, the Company has determined that Greenstone Holdings is a VIE. As of March 31, 2022, two of the Company’s employees own approximately 36.6% of the equity of Greenstone Holdings, however, since the Company is not the primary beneficiary and does not hold significant influence over Greenstone Holdings business decisions, the Company is not required to consolidate Greenstone Holdings.

Commitments and Contingencies (Details) - Schedule of Maturities of Operating and Finance Lease Liabilities $ in Thousands	Mar. 31, 2022 USD ($)
Operating lease [Member]
Schedule of Maturities of Operating and Finance Lease Liabilities Abstract]
Remaining 2022	$ 705
2023	606
2024	250
2025	107
2026	63
Total minimum lease payments	1,731
Less imputed interest	(131)
Total lease liabilities	1,600
Finance lease [Member]
Schedule of Maturities of Operating and Finance Lease Liabilities Abstract]
Remaining 2022	163
2023	194
2024	92
2025	50
2026	16
Total minimum lease payments	515
Less imputed interest	(58)
Total lease liabilities	$ 457

Accrued Expenses and Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2022

Accrued Expenses and Other Current Liabilities [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of March 31, 2022 and December 31, 2021:

(In thousands)	March 31, 2022		December 31, 2021
Accrued acquisition liability (1)	$	11,179	$	9,198
Sales tax payable (2)		5,520		5,290
Accrued construction costs		8,542		8,803
Compensation related fees		3,232		3,491
Accrued professional fees		466		1,104
Accrued warranty expenses		398		398
Accrued consulting fees		—		75
Accrued inventory purchases		536		201
Financing lease liabilities		182		156
Accrued non-income taxes		57		48
Total accrued expenses and other current liabilities	$	30,112	$	28,764

(1)	Accrued acquisition liabilities includes both the contingent consideration and the value of held back Common Stock associated with the 2022 acquisition of Lab Society and the 2021 acquisitions of Precision, Cascade and PurePressure.

(2)

Prepaid Expenses and Other Current Assets (Details) - Schedule of prepaid expenses and other receivables - USD ($)
$ in Thousands

Mar. 31, 2022

Dec. 31, 2021

Schedule Of Prepaid Expenses And Other Receivables Abstract

Prepaid insurance

$ 2,353

$ 492

Prepaid software

151

173

Prepaid expenses, other

1,828

541

Deferred costs

492

353

Other note receivables

^[1]

1,240

807

Other receivables, other

384

Total prepaid expenses and other current assets

$ 6,448

$ 2,452

[1]	Other note receivables relate to the current portion of one of our TTK Solutions loan receivable balances.

Debt (Details) - Schedule of Breakdown of the Note Payable Balance $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Accrued interest expense [Member]
Schedule of Breakdown of the Note Payable Balance [Abstract]
Opening balance
Additions	(98)
Payments
Amortization of Debt Discount
Ending balance	(98)
Principal [Member]
Schedule of Breakdown of the Note Payable Balance [Abstract]
Opening balance
Additions	65,000
Payments
Amortization of Debt Discount
Ending balance	65,000
Notes payable, discount [Member]
Schedule of Breakdown of the Note Payable Balance [Abstract]
Opening balance
Additions	(29,527)
Payments
Amortization of Debt Discount	224
Ending balance	(29,303)
Net carrying amount [Member]
Schedule of Breakdown of the Note Payable Balance [Abstract]
Opening balance
Additions	35,473
Payments
Amortization of Debt Discount	224
Ending balance	$ 35,697

Summary of Significant Accounting Policies (Details) - Schedule of Total Revenue - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2022

Mar. 31, 2021

New England Innovation Academy (“NEIA”) – Related Party [Member]

Schedule of Total Revenue [Abstract]

Total revenue amount

^[1]

$ 5,460

Percentage of total revenue

^[1]

77.90%

Customer C [Member]

Schedule of Total Revenue [Abstract]

Total revenue amount

^[1]

$ 3,793

Percentage of total revenue

^[1]

14.60%

Customer D [Member]

Schedule of Total Revenue [Abstract]

Total revenue amount

^[1]

$ 4,697

Percentage of total revenue

^[1]

18.10%

[1]	Customer revenue, as a percentage of total revenue was less than 10%

Related Parties (Details) $ in Thousands	3 Months Ended
Related Parties (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Related Parties [Abstract]
Down payment on inventory orders	$ 384

Property and Equipment, Net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Property and Equipment, Net [Abstract]
Depreciation expense	$ 379	$ 90

Capital Structure (Details) - Schedule of Warrant Activity - $ / shares	3 Months Ended
	Mar. 31, 2022	Mar. 30, 2021
Warrant [Member]
Capital Structure (Details) - Schedule of Warrant Activity [Line Items]
Number of Warrants, outstanding beginning	1,358	4,140
Number of Warrants, Granted	57,339	1,890
Number of Warrants, Exercised	(7,917)	(4,672)
Number of Warrants, outstanding ending	50,780	1,358
Weighted Average Exercise Price [Member]
Capital Structure (Details) - Schedule of Warrant Activity [Line Items]
Weighted-Average exercise price, outstanding beginning	$ 4	$ 4
Weighted-Average Exercise Price, Granted	1,204	4
Weighted-Average Exercise Price, Exercised	0	4
Weighted-Average Exercise Price, outstanding ending	$ 1,360	$ 4

Other Non-Current Assets

3 Months Ended

Mar. 31, 2022

Other Non-Current Assets [Abstract]

Other Non-Current Assets

Note 13 — Other Non-Current Assets

Other non-current assets consisted of the following as of March 31, 2022 and December 31, 2021:

	March 31,		December 31,
(In thousands)	2022		2021
Long-term deferred commissions expense	$	3,008	$	1,101
Security deposits		97		83
Total other non-current assets	$	3,105	$	1,184

Restatement of Current Period (Tables)

3 Months Ended

Mar. 31, 2022

Restatement of Current Period [Abstract]

Schedule of the Impact of the Restatement and Reclassifications on the Company’s Condensed Consolidated Balance Sheet

The following is a summary of the impact of the restatement and reclassifications on the Company’s condensed consolidated balance sheet:

	March 31, 2022
				Adjustments
	Previously Reported			Warrants			Reverse Stock Split			Debt Issuance Costs			Restated
Assets
Current assets
Cash and cash equivalents	$	25,205			—			—			—		$	25,205
Restricted cash		30,000			—			—			—			30,000
Marketable securities		38,211			—			—			—			38,211
Accounts receivable, net of allowance for doubtful accounts of $1,415		8,571			—			—			—			8,571
Inventory, net of reserves of $942		38,989			—			—			—			38,989
Prepaid and refundable taxes		194			—			—			—			194
Prepaid expenses and other current assets		6,373			—			—			75			6,448
Total current assets		147,543												147,618

Non-Current Assets
Loan receivable		34,738			—			—			—			34,738
Property and equipment, net		7,055			—			—			—			7,055
Right-of-use assets, net		1,554			—			—			—			1,554
Goodwill		54,544			—			—			—			54,544
Intangible assets, net		15,861			—			—			—			15,861
Other non-current assets		3,180			—			—			(75	)		3,105
Total Assets	$	264,475											$	264,475

Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	3,683			—			—			—		$	3,683
Accrued expenses and other current liabilities		30,112			—			—			—			30,112
Operating lease liabilities, current		911			—			—			—			911
Long-term debt, current		2,970			(689	)		—			—			2,281
Deferred revenue		4,182			—			—			—			4,182
Total current liabilities		41,858												41,169

Non-current liabilities
Warrant liabilities		—			29,711			—			—			29,711
Other non-current liabilities		275			—			—			—			275
Operating lease liabilities, non-current		689			—			—			—			689
Deferred tax liabilities, net		62			—			—			—			62
Long-term debt		51,154			(15,457	)		—			—			35,697
Total liabilities		94,038												107,603

Commitments and contingencies (Note 22)

Stockholders’ equity
Common Stock, $0.001 par value per share, 250,000 shares authorized, 132,714 shares issued and outstanding		25			—			(25	)		—			0
Preferred Stock, $0.001 par value per share, 2,895,000 shares authorized, no shares issued or outstanding		—			—			—			—			—
Preferred A Stock, $0.001 par value per share, 105,000 shares authorized, no shares issued or outstanding		—			—			—			—			—
Additional paid-in capital		237,903			(24,227	)		25			—			213,701
Accumulated deficit		(67,857	)		10,662			—			—			(57,195	)
Total stockholders’ equity attributable to Agrify		170,071												156,506
Non-controlling interests		366			—			—			—			366
Total liabilities and stockholders’ equity	$	264,475											$	264,475

Schedule of the Impact of the Restatement and Reclassifications on the Company’s Condensed Consolidated Statement of Operations

The following is a summary of the impact of the restatement and reclassifications on the Company’s condensed consolidated statement of operations:

	Three Months ended March 31, 2022
				Adjustment
	Previously Reported			Warrants			Reverse Stock Split			Restated
Revenue (including $1,271 from related parties)	$	26,021			—			—		$	26,021
Cost of goods sold		21,851			—			—			21,851
Gross profit		4,170									4,170

General and administrative		9,759			—			—			9,759
Research and development		2,084									2,084
Selling and marketing		2,090			—			—			2,090
Total operating expenses		13,933									13,933
Loss from operations		(9,763	)								(9,763	)
Interest income, net		682			(123	)		—			559
Change in fair value of warrant liabilities		—			10,785			—			10,785
Gain on extinguishment of notes payable		—			—			—			—
Other income, net		682			10,662			—			11,344
Net (loss) income before income taxes		(9,081	)		10,662			—			1,581
Income tax benefit		(200	)		—			—			(200	)
Net (loss) income		(8,881	)		10,662			—			1,781
Income attributable to non-controlling interest		1			—			—			1
Net (loss) income attributable to Agrify Corporation	$	(8,882	)	$	10,662					$	1,780
Net (loss) income per share attributable to Common Stockholders – basic	$	(0.36	)	$	0.43		$	14.41		$	14.48
Net (loss) income per share attributable to Common Stockholders -- diluted	$	(0.36	)	$	0.43		$	13.72		$	13.79
Weighted-average common shares outstanding – basic		24,589,113			—			(24,466,167	)		122,946
Weighted-average common shares outstanding – diluted		24,589,113			—			(24,460,068	)		129,045

Schedule of the Impact of the Restatement and Reclassifications on the Company’s Condensed Consolidated Statement of Cash Flows

The following is a summary of the impact of the restatement and reclassifications on the Company’s condensed consolidated statement of cash flows:

	Three Months ended March 31, 2022
	Previously			Adjustment
Cash flows from operating activities	Reported			Warrants			Restated
Net income (loss) attributable to Agrify Corporation	$	(8,882	)		10,662		$	1,780
Adjustments to reconcile net loss (income) attributable to Agrify Corporation to net cash used in operating activities:
Depreciation and amortization		1,052			—			1,052
Amortization of premium on investment securities		224			—			224
Amortization of debt discount		20			203			223
Amortization of issuance costs		—			143			143
Interest on investment securities		(248	)		—			(248	)
Debt issuance costs		2,700			(2,700	)		—
Deferred income taxes		(200	)		—			(200	)
Compensation in connection with the issuance of stock options		953			—			953
Non-cash interest (income)		(406	)		—			(406	)
Change in fair value of warrant liabilities		—			(10,785	)		(10,785	)
Gain on extinguishment of notes payable, net		—			—			—
Early termination of lease		26			—			26
Income attributable to non-controlling interests		1			—			1
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable		(838	)		—			(838	)
Inventory		(16,361	)		—			(16,361	)
Prepaid expenses and other current assets		(3,033	)		2,143			(890	)
Right of use assets, net		(20	)		—			(20	)
Other non-current assets		(1,867	)		1,867			—
Accounts payable		(2,765	)		(73	)		(2,838	)
Accrued expenses and other current liabilities		(2,120	)		—			(2,120	)
Deferred (expense), net		(2,407	)		1,836			(571	)
Net cash used in operating activities		(34,171	)		3,296			(30,875	)

Cash flows from investing activities
Purchases of property and equipment		(3,728	)		—			(3,728	)
Purchase of securities		(76,097	)		—			(76,097	)
Proceeds from the sale of securities		82,460			—			82,460
Issuance of loan receivable		(12,487	)		—			(12,487	)
Cash paid for business combinations, net of cash acquired		(3,513	)		—			(3,513	)
Net cash used in investing activities		(13,365	)		—			(13,365	)

Cash flows from financing activities
Proceeds from issuance of debt and warrants in private placement, net		65,000			(2,595	)		62,405
Proceeds from issuance of Common Stock and warrants in private placement, net of fees		25,797			—			25,797
Proceeds from IPO, net of fees		—			—			—
Proceeds from Secondary public offering, net of fees		—			—			—
Proceeds from exercise of options		10			—			10
Proceeds from exercise of warrants		1			—			1
Payments on other financing loans		—			(273	)		(273	)
Payments on insurance financing loan		—			(428	)		(428	)
Payments of financing leases		(81	)		—			(81	)
Net cash provided by financing activities		90,727			(3,296	)		87,431
Net increase in cash, cash equivalents, and restricted cash		43,191			—			43,191
Cash, cash equivalents, and restricted cash at the beginning of period		12,014			—			12,014
Cash, cash equivalents, and restricted cash at the end of period	$	55,205					$	55,205
Cash, cash equivalents, and restricted cash at end of period
Cash and cash equivalents	$	25,205			—		$	25,205
Restricted cash		30,000			—			30,000
Total cash, cash equivalents, and restricted cash at the end of period	$	55,205					$	55,205
Supplemental disclosures of non-cash flow information
Initial fair value of warrants		—			40,496		$	40,496
Financing of prepaid insurance		—			1,928		$	1,928

Schedule of the Impact of the Restatement and Reclassifications on the Company’s Condensed Consolidated Statement of Stockholders’ Equity

The following is a summary of the impact of the restatement and reclassifications on the Company’s condensed consolidated statement of stockholders’ equity as of March 31, 2022:

	Common Stock (Previously Reported)				Common Stock (Restated)				Additional Paid-In Capital (Previously Reported)			Additional Paid-In Capital (Restated)		Accumulated Deficit (Previously Reported)			Accumulated Deficit (Restated)			Total Stockholders’ Equity attributable to Agrify (Previously Reported)			Total Stockholders’ Equity attributable to Agrify (Restated)		Non-Controlling Interests (Previously Reported)		Non-Controlling Interests (Restated)		Total Stockholders’ Equity (Previously Reported)			Total Stockholders’ Equity (Restated)
	Shares		Amount		Shares		Amount
Balance at January 1, 2022		22,207,103	$	21		111,035		—	$	196,013		$	196,034	$	(58,975	)	$	(58,975	)	$	137,059		$	137,059	$	365	$	365	$	137,424		$	137,424
Stock-based compensation		—		—		—		—		953			953		—			—			953			953		—		—		953			953
Issuance of Common Stock and warrants in private placement		2,450,350		2		12,252		—		25,795			14,800		—			—			25,797			14,800		—		—		25,797			14,800
Issuance of debt and warrants in private placement		—		—		—		—		13,230			—		—			—			13,230			—		—		—		13,230			—
Acquisition of Lab Society		297,929		—		1,490		—		1,903			1,903		—			—			1,903			1,903		—		—		1,903			1,903
Exercise of options		4,220		—		21		—		10			10		—			—			10			10		—		—		10			10
Exercise of warrants		1,583,288		2		7,916		—		(1	)		1		—			—			1			1		—		—		1			1
Net income		—		—		—		—		—			—		(8,882	)		1,780			(8,882	)		1,780		1		1		(8,881	)		1,781
Balance at March 31, 2022		26,542,890	$	25		132,714		—	$	237,903		$	213,701	$	(67,857	)	$	(57,195	)	$	170,071		$	156,506	$	366	$	366	$	170,437		$	156,872

Loan Receivable (Details) $ in Thousands	3 Months Ended	12 Months Ended
Loan Receivable (Details) $ in Thousands	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Loan Receivable (Details) [Line Items]
Committed amount	$ 34,738	$ 22,255
Equity percentage	36.60%
Minimum [Member]
Loan Receivable (Details) [Line Items]
Provide for loans	$ 200
Maturity date	2 years
Interest rates	12.00%
Maximum [Member]
Loan Receivable (Details) [Line Items]
Provide for loans	$ 13,500
Maturity date	3 years
Interest rates	18.00%
Agrify TTK Solution [Member]
Loan Receivable (Details) [Line Items]
Initial investment amount	$ 50,000
Committed amount	$ 32,900	$ 20,300
Number of customers	5	5

Intangible Assets, Net and Goodwill (Details) - Schedule of Estimated Amortization Expense $ in Thousands	Mar. 31, 2022 USD ($)
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Remaining 2022	$ 2,103
2023	2,772
2024	2,763
2025	2,737
2026	2,486
2027 and thereafter	3,000
Total	$ 15,861

Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Related Parties
Revenue from related parties	$ 1,271	$ 5,518

- Definition

+ References

+ Details

Capital Structure (Details) - USD ($) $ / shares in Units, $ in Thousands											1 Months Ended	3 Months Ended
	Feb. 01, 2022	Jan. 25, 2022	Dec. 31, 2021	Dec. 18, 2021	Oct. 01, 2021	Mar. 22, 2021	Feb. 19, 2021	Feb. 04, 2021	Feb. 01, 2021	Jan. 11, 2021	May 31, 2020	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2020	Jan. 09, 2020
Capital Structure (Details) [Line Items]
Authorized number of shares															265,000
Shares of common stock															250,000
Preferred stock shares															3,000,000
Preferred stock shares, authorized			2,895,000									2,895,000
Additional shares of common stock							27,778
Common stock price per share (in Dollars per share)						$ 2,700	$ 2,700
Purchase of warrants						125	833	121	810			50,780
Exercise price per share (in Dollars per share)							$ 3,375
Percentage of IPO price							125.00%
Percentage of exercised							3.00%
Total net proceeds (in Dollars)						$ 80,000
Total net proceeds shares						31,944
Purchase of aggregate shares		7,853
Purchase price description		The combined purchase price for one share of Common Stock (or one Pre-Funded Warrant) and accompanying fraction of a Common Warrant was $1,360.00.
Pre-funded warrant description												Each Pre-Funded Warrant was exercisable into one share of Common Stock at a price per share of $0.00001 (as adjusted from time to time in accordance with the terms thereof). Each Common Warrant is exercisable into one share of Common Stock at a price per share of $1,496.00 (as adjusted from time to time in accordance with the terms thereof) and will expire on the fifth anniversary of the initial exercise date.
Aggregate shares of common stock			1,202		3,332
Share issued	1,491
Stock option compensation expense (in Dollars)												$ 953,000	$ 2,100
Total unrecognized compensation cost (in Dollars)												3,400
Exercise of warrants (in Dollars)												$ 1	$ 5
IPO [Member]
Capital Structure (Details) [Line Items]
Additional shares of common stock									27,000
Common stock price per share (in Dollars per share)								$ 2,000	$ 2,000
Additional shares of common stock									4,050
Aggregate number of shares of common stock issued percentage									3.00%
Exercise price per share (in Dollars per share)									$ 2,500
Percentage of IPO price									125.00%
IPO shares								31,050
Total net proceeds (in Dollars)								$ 57,000
Over-allotment option [Member]
Capital Structure (Details) [Line Items]
Additional shares of common stock							4,167	4,050
Exercise price per share (in Dollars per share)						$ 3,375		$ 2,500
Percentage of exercised						3.00%		3.00%
Additional shares of common stock						4,167
Private Placement [Member]
Capital Structure (Details) [Line Items]
Additional shares of common stock		12,252
Purchase of warrants aggregate		15,079
Purchase price per share (in Dollars per share)												$ 1,380
Gross proceeds (in Dollars)												$ 27,300
Series A Preferred Stock [Member]
Capital Structure (Details) [Line Items]
Designated shares															100,000
Preferred stock shares, authorized															3,000,000
Converted shares of common stock												6,865
Shares of common stock												8,485
Conversion price (in Dollars per share)												$ 1,544
Series A Convertible Preferred Stock [Member]
Capital Structure (Details) [Line Items]
Aggregate shares														60,000
Aggregate purchase price (in Dollars)											$ 4,000			$ 6,000
Additional shares of common stock											40,000
Convertible preferred stock terms of conversion										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 Convertible 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 Convertible 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).
2020 Plan [Member]
Capital Structure (Details) [Line Items]
Issuance of shares				22,669
Shares available to be granted												2,580

Debt (Details) - USD ($)		1 Months Ended	3 Months Ended
Debt (Details) - USD ($)	Mar. 14, 2022	Dec. 31, 2021	Mar. 31, 2022	Oct. 04, 2022
Debt (Details) [Line Items]
Securities purchase agreements description	the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with an accredited investor (the “Investor”), pursuant to which the Company agreed to issue and sell to the Investor, in a private placement transaction, in exchange for the payment by the Investor of $65 million, less applicable expenses, as set forth in the Securities Purchase Agreement, (i) a SPA Note in an aggregate principal amount of $65 million, and (ii) a warrant (the “SPA Warrant”) to purchase up to an aggregate of 34,406 shares of Common Stock.
Original principal amount percentage	4.00%		106.75%
Extending through maturity date			Mar. 01, 2026
Interest rate percentage			The SPA Note has a stated interest rate of 6.75% per year, and the Company is required to pay interest on March 1, June 1, September 1, and December 1 of each calendar year through the Maturity Date.
Note calculated rate of per annum (in Dollars)			$ 8.75
Fundamental change percentage			107.00%
Original principal amount (in Dollars)			$ 35,000,000	$ 10,000,000
Divided principal amount			65.00%
Outstanding principal amount percentage			115.00%
Accrues at rate per annum			15.00%
Participate any debt			30.00%
Exercise price per share (in Dollars per share)			$ 1,350
Warrant description			The SPA Warrant provides that in no event will the number of shares of Common Stock issued upon exercise of the SPA Warrant result in the Investor’s beneficial ownership exceeding 4.99% of the Company’s shares outstanding at the time of exercise (which percentage may be decreased or increased by the Investor, but to no greater than 9.99%, and provided that any increase above 4.99% will not be effective until the sixty-first day after notice of such request by the Investor to increase its beneficial ownership limit has been delivered to the Company).
Total proceeds (in Dollars)		$ 159,000	$ 779,000
PPP loan [Member]
Debt (Details) [Line Items]
Loan forgiven (in Dollars)			779,000
Principal amount (in Dollars)			$ 779,000

Revenue and Deferred Revenue (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Revenue and Deferred Revenue [Abstract]
Warranty returns	$ 398	$ 398

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Percentage of investment	50.00%
Transition period description	In addition, the JOBS Act provides that an “emerging growth company” can use the extended transition period for complying with new or revised accounting standards.The Company will remain an “emerging growth company” until the earliest to occur of: ● reporting $1.0 billion or more in annual gross revenues; ● the issuance, in a three-year period, of more than $1.0 billion in non-convertible debt; ● the end of the fiscal year in which the market value of Common Stock held by non-affiliates exceeds $700 million on the last business day of our second fiscal quarter; or ● December 31, 2026.
FDIC insured amount (in Dollars)	$ 250,000
Percentage of total revenue		10.00%
Accounts receivable percentage	10.00%
Percentage of holders	50.00%
Investment amount (in Dollars)	$ 0
Revenue Benchmark [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Concentration risk percentage	10.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [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%	10.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Concentration risk percentage	10.00%
Agrify Valiant LLC’s [Member] \| Nonconsolidated Investees, Other [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Ownership percentage	60.00%
Agrify Brands, LLC’s [Member] \| Nonconsolidated Investees, Other [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Ownership percentage	75.00%
Teejan Podponics International LLC [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Percentage of investment	50.00%

Inventory (Details) - Schedule of Inventory - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Schedule Of Inventory Abstract
Raw materials	$ 7,211	$ 6,393
Prepaid inventory	10,745	2,237
Finished goods	21,975	12,810
Inventory, gross	39,931	21,440
Inventory reserves	(942)	(942)
Total inventory, net	$ 38,989	$ 20,498

Accounts Receivable (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
Accounts Receivable (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Accounts Receivable (Details) [Line Items]
Bad debt expense			$ 1,187
NEIA [Member]
Accounts Receivable (Details) [Line Items]
Accounts receivable, net	$ 1,300		$ 3,500

Related Parties (Tables)

3 Months Ended

Mar. 31, 2022

Related Parties [Abstract]

Schedule of Net Purchasing (Sales) Activity

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)	2022			2021
Bluezone	$	5		$	—
4D Bios (1)		—			447
Cannae Policy Group		25			—
Topline Performance Group		32			—
NEIA		(634	)		(5,460	)
Greenstone Holdings		(637	)		—
Valiant Americas, LLC		4,951			1,077
Living Greens Farm		—			(58	)

(1)	Purchases from 4D Bios for the three months ended March 31, 2021 include $384 thousand for a down payment on inventory orders.

Schedule of Net Related Party (Payable) Receivable

The following table summarizes net related party (payable) receivable as of March 31, 2022 and December 31, 2021:

(In thousands)	March 31, 2022			December 31, 2021
Cannae Policy Group	$	—		$	(8	)
Cannaquip		(21	)		(21	)
Greenstone Holdings		12,446			11,177
Living Greens Farm		34			34
NEIA		1,344			3,500
Valiant Americas, LLC		—			(922	)

Fair Value Measures (Details) - Schedule of Contingent Consideration - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Schedule Of Contingent Consideration Abstract
Contingent consideration – beginning of period	$ 6,137
Accrued contingent consideration	1,420	4,725
Change in estimated fair value		1,412
Contingent consideration – end of period	$ 7,557	$ 6,137

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2022

Mar. 31, 2021

Income Statement [Abstract]

Revenue (including $1,271 and $5,518 from related parties, respectively)

$ 26,021

$ 7,008

Cost of goods sold

21,851

7,548

Gross profit (loss)

4,170

(540)

General and administrative

9,759

4,458

Research and development

2,084

882

Selling and marketing

2,090

616

Total operating expenses

13,933

5,956

Loss from operations

(9,763)

(6,496)

Interest income (expense), net

559

(32)

Change in fair value of warrant liabilities

10,785

Gain on extinguishment of notes payable

2,685

Other income, net

11,344

2,653

Net income (loss) before income taxes

1,581

(3,843)

Income tax benefit

(200)

Net income (loss)

1,781

(3,843)

Income (loss) attributable to non-controlling interest

(33)

Net income (loss) attributable to Agrify Corporation

$ 1,780

$ (3,810)

Net income (loss) per share attributable to Common Stockholders – basic (1) (in Dollars per share)

^[1]

$ 14.48

$ (65.87)

Net income (loss) per share attributable to Common Stockholders – diluted (1) (in Dollars per share)

^[1]

$ 13.79

$ (65.87)

Weighted-average common shares outstanding – basic (1) (in Shares)

^[1]

122,946

57,841

Weighted-average common shares outstanding – diluted (1) (in Shares)

^[1]

129,045

57,841

[1]

Fair Value Measures (Details) - Schedule of Marketable Securities - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current marketable securities:
Total current marketable securities	$ 38,211	$ 44,550
Municipal bonds [Member]
Current marketable securities:
Total current marketable securities	19,306	9,961
Corporate bonds [Member]
Current marketable securities:
Total current marketable securities	$ 18,905	$ 34,589

Loan Receivable (Details) - Schedule of Breakdown of Loans Receivable by Company - USD ($)
$ in Thousands

Mar. 31, 2022

Dec. 31, 2021

Loan Receivable (Details) - Schedule of Breakdown of Loans Receivable by Company [Line Items]

Loan receivable

$ 34,738

$ 22,255

Company A – Agrify TTK Solution [Member]

Loan Receivable (Details) - Schedule of Breakdown of Loans Receivable by Company [Line Items]

Loan receivable

9,579

5,542

Greenstone Holdings – TTK Solution – Related Party [Member]

Loan Receivable (Details) - Schedule of Breakdown of Loans Receivable by Company [Line Items]

Loan receivable

12,446

11,177

Company C – Agrify TTK Solution [Member]

Loan Receivable (Details) - Schedule of Breakdown of Loans Receivable by Company [Line Items]

Loan receivable

7,479

2,439

Company D – Agrify TTK Solution [Member]

Loan Receivable (Details) - Schedule of Breakdown of Loans Receivable by Company [Line Items]

Loan receivable

3,338

1,105

Company E – Agrify TTK Solution [Member]

Loan Receivable (Details) - Schedule of Breakdown of Loans Receivable by Company [Line Items]

Loan receivable

Company F – Non-TTK Solution [Member]

Loan Receivable (Details) - Schedule of Breakdown of Loans Receivable by Company [Line Items]

Loan receivable

^[1]

1,538

1,946

Non-TTK Solutions [Member]

Loan Receivable (Details) - Schedule of Breakdown of Loans Receivable by Company [Line Items]

Loan receivable

$ 312

[1]	Current portion of loan receivable are included within Note 10 – Prepaid Expenses and Other Current Receivables, included elsewhere in the notes to the condensed consolidated financial statements.

Intangible Assets, Net and Goodwill

3 Months Ended

Mar. 31, 2022

Intangible Assets and Goodwill [Abstract]

Intangible Assets, Net and Goodwill

Note 12 — Intangible Assets, Net and Goodwill

The Company records intangible assets initially at fair value and tests these values 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, 2022.

Intangible assets, net as of March 31, 2022 was as follows:

	Intangible Assets, Gross						Accumulated Amortization									Intangible Assets, Net
(In thousands)	January 1, 2022		Additions and Retirements, net		March 31, 2022		January 1, 2022			Expense and Retirements, net			March 31, 2022			January 1, 2022		March 31, 2022
Trade names	$	2,418	$	317	$	2,735	$	(227	)	$	(91	)	$	(318	)	$	2,191	$	2,417
Customer Relationships		6,176		713		6,889		(302	)		(247	)		(549	)		5,874		6,340
Acquired developed Technology		4,911		1,432		6,343		(191	)		(255	)		(446	)		4,720		5,897
Non-compete		1,202		—		1,202		(60	)		(60	)		(120	)		1,142		1,082
Capitalized website costs		245		—		245		(100	)		(20	)		(120	)		145		125
Total	$	14,952	$	2,462	$	17,414	$	(880	)	$	(673	)	$	(1,553	)	$	14,072	$	15,861

Intangible assets, net as of December 31, 2021 was as follows:

	Intangible Assets, Gross						Accumulated Amortization									Intangible Assets, Net
(In thousands)	January 1, 2021		Additions and Retirements, net		December 31, 2021		January 1, 2021			Expense and Retirements, net			December 31, 2021			January 1, 2021		December 31, 2021
Trade names	$	930	$	1,488	$	2,418	$	(88	)	$	(139	)	$	(227	)	$	842	$	2,191
Customer Relationships		850		5,326		6,176		(89	)		(213	)		(302	)		761		5,874
Acquired developed Technology		—		4,911		4,911		—			(191	)		(191	)		—		4,720
Non-compete		—		1,202		1,202		—			(60	)		(60	)		—		1,142
Capitalized website costs		139		106		245		(48	)		(52	)		(100	)		91		145
Total	$	1,919	$	13,033	$	14,952	$	(225	)	$	(655	)	$	(880	)	$	1,694	$	14,072

Amortization expense recorded in general and administrative in the condensed consolidated statements of operations were $673 thousand and $58 thousand for the three months ended March 31, 2022 and 2021, respectively.

Estimated amortization expense for the remainder of 2022 and subsequent years for acquired intangible assets:

Years ending December 31 (In thousands),	Amount
Remaining 2022	$	2,103
2023		2,772
2024		2,763
2025		2,737
2026		2,486
2027 and thereafter		3,000
Total	$	15,861

Goodwill consisted of the following:

(In thousands)	Three Months ended March 31, 2022		Year ended December 31, 2021
Goodwill - beginning of period	$	50,090	$	632
Goodwill acquired during period		4,368		49,458
Goodwill purchase accounting adjustment		86		—
Goodwill - end of period	$	54,544	$	50,090

Fair Value Measures (Details) - Schedule of Amortized Cost and Estimated Fair Value of Maturity Securities $ in Thousands	Dec. 31, 2022 USD ($)
Current marketable securities:
Amortized cost	$ 38,211
Unrealized loss	(166)
Estimated fair value	38,045
Municipal bonds [Member]
Current marketable securities:
Amortized cost	19,306
Unrealized loss	(26)
Estimated fair value	19,280
Corporate Bonds [Member]
Current marketable securities:
Amortized cost	18,905
Unrealized loss	(140)
Estimated fair value	$ 18,765

Related Parties

3 Months Ended

Mar. 31, 2022

Related Parties [Abstract]

Related Parties

Note 23 — 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)	2022			2021
Bluezone	$	5		$	—
4D Bios (1)		—			447
Cannae Policy Group		25			—
Topline Performance Group		32			—
NEIA		(634	)		(5,460	)
Greenstone Holdings		(637	)		—
Valiant Americas, LLC		4,951			1,077
Living Greens Farm		—			(58	)

(1)	Purchases from 4D Bios for the three months ended March 31, 2021 include $384 thousand for a down payment on inventory orders.

The following table summarizes net related party (payable) receivable as of March 31, 2022 and December 31, 2021:

(In thousands)	March 31, 2022			December 31, 2021
Cannae Policy Group	$	—		$	(8	)
Cannaquip		(21	)		(21	)
Greenstone Holdings		12,446			11,177
Living Greens Farm		34			34
NEIA		1,344			3,500
Valiant Americas, LLC		—			(922	)

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2022

Summary of Significant Accounting Policies [Abstract]

Schedule of Total Revenue

For the three months ended March 31, 2022 and 2021, the Company’s customers that accounted for 10% or more of the total revenue were as follows:

	Three Months ended March 31, 2022					Three Months ended March 31, 2021
(In thousands)	Amount		% of Total Revenue			Amount		% of Total Revenue
New England Innovation Academy (“NEIA”) – Related Party		*		*		$	5,460		77.9	%
Customer C	$	3,793		14.6	%		*		*
Customer D	$	4,697		18.1	%		*		*

*	Customer revenue, as a percentage of total revenue was less than 10%

Schedule of Total Accounts Receivable, Net

As of March 31, 2022 and December 31, 2021, the Company’s customers that accounted for 10% or more of the total accounts receivable, net, were as follows:

	As of March 31, 2022					As of December 31, 2021
(In thousands)	Amount		% of Total Accounts Receivable			Amount		% of Total Accounts Receivable

NEIA – Related Party	$	1,344		15.7	%	$	3,498		48.4	%
Customer B	$	1,541		18.0	%	$	1,541		21.3	%
Customer E	$	1,217		14.2	%		*		*

Customer accounts receivable balance, as a percentage of total accounts receivable balance, was less than 10%

Schedule of Property and Equipment

	Estimated Useful Life (Years)
Computer and office equipment		2 to 3
Furniture and fixtures		2
Software		3
Vehicles		5
Research and development laboratory equipment		5
Machinery and equipment		3 to 5
Leased equipment at customer		5 to 13
Trade show assets		3 to 5
Leasehold improvements		Lower of estimated useful life or remaining lease term

Schedule of Finite-Lived Useful Lives

The finite-lived useful lives are as follows:

Trade names		5 to 7 years
Acquired developed technology		5 to 8 years
Non-compete agreements		5 years
Customer relationships		5 to 8 years
Capitalized website costs		3 to 5 years

Restatement of Current Period (Details) $ in Thousands	3 Months Ended
Restatement of Current Period (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Restatement of Current Period (Details) [Line Items]
Accumulated deficit	$ 10,700
Fair value of warrant liabilities	10,800
Prepaid expenses and other current	800
Other non current assets	800
SPA Warrant And PIPE Warrant [Member]
Restatement of Current Period (Details) [Line Items]
Additional paid-in capital	24,200
Warrant liabilities	29,700
SPA Warrant [Member]
Restatement of Current Period (Details) [Line Items]
Long-term debt	15,500
Long term debt current	700
Interest income	$ 123

Summary of Significant Accounting Policies (Details) - Schedule of Total Accounts Receivable, Net - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

NEIA – Related Party [Member]

Summary of Significant Accounting Policies (Details) - Schedule of Total Accounts Receivable, Net [Line Items]

Total Accounts Receivable

$ 1,344

$ 3,498

Percentage of Total Accounts Receivable

15.70%

48.40%

Customer B [Member]

Summary of Significant Accounting Policies (Details) - Schedule of Total Accounts Receivable, Net [Line Items]

Total Accounts Receivable

$ 1,541

Percentage of Total Accounts Receivable

18.00%

21.30%

Customer E [Member]

Summary of Significant Accounting Policies (Details) - Schedule of Total Accounts Receivable, Net [Line Items]

Total Accounts Receivable

$ 1,217

^[1]

Percentage of Total Accounts Receivable

14.20%

^[1]

[1]	Customer accounts receivable balance, as a percentage of total accounts receivable balance, was less than 10%

Restatement of Current Period (Details) - Schedule of the Impact of the Restatement and Reclassifications on the Company’s Condensed Consolidated Statement of Operations $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($) $ / shares shares
Previously Reported [Member]
Condensed Income Statements, Captions [Line Items]
Revenue (including $1,271 from related parties)	$ 26,021
Cost of goods sold	21,851
Gross profit	4,170
General and administrative	9,759
Research and development	2,084
Selling and marketing	2,090
Total operating expenses	13,933
Loss from operations	(9,763)
Interest income, net	682
Change in fair value of warrant liabilities
Gain on extinguishment of notes payable
Other income, net	682
Net (loss) income before income taxes	(9,081)
Income tax benefit	(200)
Net (loss) income	(8,881)
Income attributable to non-controlling interest	1
Net (loss) income attributable to Agrify Corporation	$ (8,882)
Net (loss) income per share attributable to Common Stockholders – basic (in Dollars per share) \| $ / shares	$ (0.36)
Net (loss) income per share attributable to Common Stockholders -- diluted (in Dollars per share) \| $ / shares	$ (0.36)
Weighted-average common shares outstanding – basic (in Shares) \| shares	24,589,113
Weighted-average common shares outstanding – diluted (in Shares) \| shares	24,589,113
Adjustment [Member]
Condensed Income Statements, Captions [Line Items]
Change in fair value of warrant liabilities	$ 10,785
Gain on extinguishment of notes payable
Income attributable to non-controlling interest
Net (loss) income attributable to Agrify Corporation	10,662
Adjustment [Member] \| Warrant [Member]
Condensed Income Statements, Captions [Line Items]
Revenue (including $1,271 from related parties)
Cost of goods sold
General and administrative
Selling and marketing
Interest income, net	(123)
Change in fair value of warrant liabilities	10,785
Gain on extinguishment of notes payable
Other income, net	10,662
Net (loss) income before income taxes	10,662
Income tax benefit
Net (loss) income	10,662
Income attributable to non-controlling interest
Net (loss) income attributable to Agrify Corporation	$ 10,662
Net (loss) income per share attributable to Common Stockholders – basic (in Dollars per share) \| $ / shares	$ 0.43
Net (loss) income per share attributable to Common Stockholders -- diluted (in Dollars per share) \| $ / shares	$ 0.43
Adjustment [Member] \| Reverse Stock Split [Member]
Condensed Income Statements, Captions [Line Items]
Revenue (including $1,271 from related parties)
Cost of goods sold
General and administrative
Selling and marketing
Interest income, net
Change in fair value of warrant liabilities
Gain on extinguishment of notes payable
Other income, net
Net (loss) income before income taxes
Income tax benefit
Net (loss) income
Income attributable to non-controlling interest
Net (loss) income per share attributable to Common Stockholders – basic (in Dollars per share) \| $ / shares	$ 14.41
Net (loss) income per share attributable to Common Stockholders -- diluted (in Dollars per share) \| $ / shares	$ 13.72
Weighted-average common shares outstanding – basic (in Shares) \| shares	(24,466,167)
Weighted-average common shares outstanding – diluted (in Shares) \| shares	(24,460,068)
Restated [Member]
Condensed Income Statements, Captions [Line Items]
Revenue (including $1,271 from related parties)	$ 26,021
Cost of goods sold	21,851
Gross profit	4,170
General and administrative	9,759
Research and development	2,084
Selling and marketing	2,090
Total operating expenses	13,933
Loss from operations	(9,763)
Interest income, net	559
Change in fair value of warrant liabilities	10,785
Gain on extinguishment of notes payable
Other income, net	11,344
Net (loss) income before income taxes	1,581
Income tax benefit	(200)
Net (loss) income	1,781
Income attributable to non-controlling interest	1
Net (loss) income attributable to Agrify Corporation	$ 1,780
Net (loss) income per share attributable to Common Stockholders – basic (in Dollars per share) \| $ / shares	$ 14.48
Net (loss) income per share attributable to Common Stockholders -- diluted (in Dollars per share) \| $ / shares	$ 13.79
Weighted-average common shares outstanding – basic (in Shares) \| shares	122,946
Weighted-average common shares outstanding – diluted (in Shares) \| shares	129,045

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies [Abstract]

Schedule of Lease Activity

Additional information on the Company’s lease activity, for the three months ended March 31, 2022 and 2021, is as follows:

	Three Months ended March 31,
(In thousands)	2022		2021
Operating lease cost	$	254	$	14
Finance lease cost:
Amortization of right-of-use assets		48		45
Interest on lease liabilities		9		12
Short-term lease cost		—		—
Total lease cost	$	311	$	71

	March 31, 2022			March 31, 2021
Weighted-average remaining lease term – operating leases		2.27 years			1.81 years
Weighted-average remaining lease term – finance leases		2.78 years			3.73 years
Weighted-average discount rate – operating leases		6.63	%		8.13	%
Weighted-average discount rate – finance leases		8.01	%		8.10	%

(In thousands)	March 31, 2022		December 31, 2021

Right-of-use assets, net	$	1,962	$	1,859

Operating lease liabilities, current		911		814
Operating lease liabilities, non-current		689		704
Total operating lease liabilities	$	1,600	$	1,518

Finance lease liabilities, current	$	182	$	156
Finance lease liabilities, non-current		275		293
Total finance lease liabilities	$	457	$	449

Schedule of Maturities of Operating and Finance Lease Liabilities

Maturities of operating and finance lease liabilities as of March 31, 2022 are as follows:

Years ending December 31 (In thousands),	Operating lease			Finance lease

Remaining 2022	$	705		$	163
2023		606			194
2024		250			92
2025		107			50
2026		63			16
Total minimum lease payments		1,731			515
Less imputed interest		(131	)		(58	)
Total lease liabilities	$	1,600		$	457

Intangible Assets, Net and Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Intangible Assets and Goodwill [Abstract]
Amortization expenses	$ 673	$ 58

Fair Value Measures

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measures

Note 6 — Fair Value Measures

Fair Values of Assets and Liabilities

In accordance with ASC Topic 820 “Fair Value Measurement”, the Company measures fair value at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the assumptions that market participants would use in pricing an asset or liability (the inputs) are based on a tiered fair value hierarchy consisting of three levels, as follows:

	Level 1:	Observable inputs such as quoted prices for identical assets or liabilities in active markets.

	Level 2:	Other inputs that are observable directly or indirectly, such as quoted prices for similar instruments in active markets or for similar markets that are not active.

	Level 3:	Unobservable inputs for which there is little or no market data which require the Company to develop its own assumptions about how market participants would price the asset or liability.

Valuation techniques for assets and liabilities include methodologies such as the market approach, the income approach or the cost approach, and may use unobservable inputs such as projections, estimates and management’s interpretation of current market data. These unobservable inputs are only utilized to the extent that observable inputs are not available or cost-effective to obtain.

At March 31, 2022 and December 31, 2021, the Company’s assets and liabilities measured at fair value on a recurring basis were as follows:

	March 31, 2022								December 31, 2021
	Fair Value Measurements Using Input Types								Fair Value Measurements Using Input Types
(In thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Mutual funds (included in cash and cash equivalents)	$	43,528	$	-	$	-	$	43,528	$	178	$	-	$	-	$	178
Municipal bonds		19,306		-		-		19,306		9,961		-		-		9,961
Corporate bonds		18,905		-		-		18,905		34,589		-		-		34,589
Total assets	$	81,739	$	-	$	-	$	81,739	$	44,728	$	-	$	-	$	44,728
Liabilities:
Contingent consideration	$	-	$	-	$	7,557	$	7,557	$	-	$	-	$	6,137	$	6,137
Warrant liabilities		-		-		29,711		29,711		-		-		-		-
Total liabilities	$	-	$	-	$	37,268	$	37,268	$	-	$	-	$	6,137	$	6,137

Fair Value of Financial Instruments

The Company has certain financial instruments which consist of cash and cash equivalents, marketable securities, contingent consideration, and warrant liabilities. Fair value information for each of these instruments is as follows:

●

Cash and cash equivalents, accounts receivable, accounts payable and deferred revenue liabilities fair values approximate their carrying values, due to the expected duration of these instruments.

●

Marketable securities classified as current held-to-maturity securities are recorded at amortized cost, which at March 31, 2022, approximated fair value.

●

The Company’s deferred consideration was recorded in connection with acquisitions during the three months ended March 31, 2022 and fiscal 2021 using an estimated fair value discount at the time of the transaction. As of March 31, 2022 and December 31, 2021, the carrying value of the deferred consideration approximated fair value, respectively.

●

Warrant liabilities were recorded in connection with the issuance of warrants to purchase the Company’s common stock during the three months ended March 31, 2022. As of March 31, 2022, the warrant liabilities were recorded at fair value.

Marketable Securities

As of March 31, 2022, the Company held investments in mutual funds, municipal bonds and corporate bonds. The Company records mutual funds at fair value in the accompanying condensed consolidated balance sheet as part of cash and cash equivalents. The municipal and corporate bonds are considered held-to-maturity securities and are recorded at amortized cost in the accompanying condensed consolidated balance sheet. The fair values of these investments were estimated using recently executed transactions and market price quotations. The Company considers current assets those investments which will mature within the next 12 months including, interest receivable on the long-term bonds.

The composition of the Company’s marketable securities are as follows:

(In thousands)	March 31, 2022		December 31, 2021
Current marketable securities:
Municipal bonds	$	19,306	$	9,961
Corporate bonds		18,905		34,589
	$	38,211	$	44,550

The amortized cost and estimated fair value of marketable securities as of March 31, 2022, are as follows:

(In thousands)	Amortized cost		Unrealized loss			Estimated fair value
Current marketable securities:
Municipal bonds	$	19,306	$	(26	)	$	19,280
Corporate bonds		18,905		(140	)		18,765
	$	38,211	$	(166	)	$	38,045

Contingent Consideration

The Company has classified its net liability for contingent earn-out considerations to the sellers relating to one acquisition completed during the three months ended March 31, 2022, and two acquisitions completed during fiscal 2021. The fair value for the contingent consideration associated with these acquisitions is within Level 3 of the fair value hierarchy because the associated fair value is determined using significant unobservable inputs, which included the key assumptions to model future revenue, costs of goods sold and operating expense projections. A description of the Company’s acquisitions completed during the three months ended March 31, 2022 and fiscal 2021 are included within Note 15 – Business Combinations, included elsewhere in the notes to the condensed consolidated financial statements.

The contingent earn-out payments to the sellers for each acquisition are based on the achievement of certain revenue thresholds. During the three months ended March 31, 2022, the Company accrued $1.4 million relating to the Lab Society acquisition for contingent consideration recorded from the initial purchase price accounting.

(In thousands)	Three Months ended March 31, 2022		Year ended December 31, 2021
Contingent consideration – beginning of period	$	6,137	$	—
Accrued contingent consideration		1,420		4,725
Change in estimated fair value		—		1,412
Contingent consideration – end of period	$	7,557	$	6,137

The Company included contingent consideration within accrued expense and other current liabilities in its condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021, respectively.

Warrant Liabilities

In January 2022, the Company issued warrants to purchase up to an aggregate of 15,078 shares of Common Stock in connection with a private placement transaction (the “PIPE Warrants”). The warrants have an exercise price of $1,496.00.

In March, 2022, the Company issued warrants to purchase up to an aggregate of 34,406 shares of Common Stock in connection with the issuance of debt (the “SPA Warrants”). The warrants have an exercise price of $1,350.00.

	PIPE			SPA
	Warrants			Warrants
Stock price	$	1,100.00		$	1,228.00
Exercise price	$	1,496.00		$	1,350.00
Expected term (in years)		5.5			5.5
Annualized volatility		87.53	%		87.57	%
Annual rate of quarterly dividends		0.0	%		0.0	%
Discount rate -bond equivalent yield		1.65	%		2.12	%

The fair value of the PIPE Warrants and the SPA Warrants were remeasured and determined to be $29.7 million at March 31, 2022, using a Black-Scholes model using the following inputs:

	PIPE			SPA
	Warrants			Warrants
Stock price	$	926.00		$	926.00
Exercise price	$	1,496.00		$	1,350.00
Expected term (in years)		5.3			5.4
Annualized volatility		87.68	%		87.79	%
Annual rate of quarterly dividends		0.0	%		0.0	%
Discount rate -bond equivalent yield		2.42	%		2.42	%

The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liabilities for the three months ended March 31, 2022:

(In thousands)	Three Months ended March 31, 2022
Warrant liabilities – beginning of period	$	—
Initial fair value of warrant liabilities		40,496
Change in estimated fair value		(10,785	)
Warrant liabilities – end of period	$	29,711

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Related Parties (Details) - Schedule of Net Related Party (Payable) Receivable - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Cannae Policy Group [Member]
Related Parties (Details) - Schedule of Net Related Party (Payable) Receivable [Line Items]
Related party (payable)		$ (8)
Cannaquip [Member]
Related Parties (Details) - Schedule of Net Related Party (Payable) Receivable [Line Items]
Accounts payable related parties	(21)	(21)
Greenstone Holdings [Member]
Related Parties (Details) - Schedule of Net Related Party (Payable) Receivable [Line Items]
Related party (payable)	12,446	11,177
Living Greens Farm [Member]
Related Parties (Details) - Schedule of Net Related Party (Payable) Receivable [Line Items]
Related party (payable)	34	34
NEIA [Member]
Related Parties (Details) - Schedule of Net Related Party (Payable) Receivable [Line Items]
Related party (payable)	1,344	3,500
Valiant Americas, LLC. [Member]
Related Parties (Details) - Schedule of Net Related Party (Payable) Receivable [Line Items]
Related party (payable)		$ (922)

Prepaid Expenses and Other Current Assets

3 Months Ended

Mar. 31, 2022

Prepaid Expenses and Other Receivables [Abstract]

Prepaid Expenses and Other Current Assets

Note 10 — Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following as of March 31, 2022 and December 31, 2021:

	March 31,		December 31,
(In thousands)	2022		2021
Prepaid insurance	$	2,353	$	492
Prepaid software		151		173
Prepaid expenses, other		1,828		541
Deferred costs		492		353
Other note receivables (1)		1,240		807
Other receivables, other		384		86
Total prepaid expenses and other current assets	$	6,448	$	2,452

(1)	Other note receivables relate to the current portion of one of our TTK Solutions loan receivable balances.

Fair Value Measures (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended		3 Months Ended
	Mar. 31, 2022	Jan. 31, 2022	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Contingent consideration			$ 1.4
Aggregate of common stock (in Shares)	34,406	15,078
Warrants exercise price (in Dollars per share)	$ 1,350	$ 1,496
Warrants issued			40.5
Amount of remeasured and determined			$ 29.7

Inventory

3 Months Ended

Mar. 31, 2022

Inventory [Abstract]

Inventory

Note 9 — Inventory

Inventories are stated at the lower of cost or net realizable value, with cost principally determined by the weighted-average cost method on a First-In, First-Out basis. Such costs include the acquisition cost for raw materials and operating supplies. The Company’s standard payment terms with suppliers may require making payments in advance of delivery of the Company’s products. The Company’s prepaid inventory is a short-term, non-interest-bearing asset that is applied to the purchase of products once they are delivered.

Inventory consisted of the following as of March 31, 2022 and December 31, 2021:

(In thousands)	March 31, 2022			December 31, 2021
Raw materials	$	7,211		$	6,393
Prepaid inventory		10,745			2,237
Finished goods		21,975			12,810
Inventory, gross		39,931			21,440
Inventory reserves		(942	)		(942	)
Total inventory, net	$	38,989		$	20,498

Inventory Reserves

The Company establishes an inventory reserve for obsolete, slow moving, and defective inventory. The Company calculates inventory reserves for obsolete, slow moving, or defective items as the difference between the cost of inventory and its estimated net realizable value. The reserves are based upon management’s expected method of disposition.

Changes in the Company’s inventory reserve are as follows:

(In thousands)	Three Months ended March 31, 2022		Year ended December 31, 2021
Inventory reserves – beginning of period	$	942	$	—
Increase in inventory reserves		—		942
Inventory write-offs		—		—
Inventory reserves – end of period	$	942	$	942

Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 22 — 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 the Company’s 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 assets and current and non-current lease liabilities in the Company’s condensed consolidated balance sheets.

As the implicit interest rate in its leases was generally not known, the Company’s used its incremental borrowing rate as the discount rate for purposes of determining the present value of its lease liabilities. At March 31, 2022, the Company’s weighted-average discount rate utilized for its leases was 7.32%.

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. The Company’s finance leases have remaining lease terms of one year to five years.

The Company had several non-cancellable operating leases for corporate offices, warehouses, showrooms, research and development facilities and vehicles. The Company’s leases have remaining lease terms of one year to five years, some of which include options to extend. Some leases include payment for common area maintenance associated with the property.

Additional information on the Company’s lease activity, for the three months ended March 31, 2022 and 2021, is as follows:

	Three Months ended March 31,
(In thousands)	2022		2021
Operating lease cost	$	254	$	14
Finance lease cost:
Amortization of right-of-use assets		48		45
Interest on lease liabilities		9		12
Short-term lease cost		—		—
Total lease cost	$	311	$	71

	March 31, 2022			March 31, 2021
Weighted-average remaining lease term – operating leases		2.27 years			1.81 years
Weighted-average remaining lease term – finance leases		2.78 years			3.73 years
Weighted-average discount rate – operating leases		6.63	%		8.13	%
Weighted-average discount rate – finance leases		8.01	%		8.10	%

(In thousands)	March 31, 2022		December 31, 2021

Right-of-use assets, net	$	1,962	$	1,859

Operating lease liabilities, current		911		814
Operating lease liabilities, non-current		689		704
Total operating lease liabilities	$	1,600	$	1,518

Finance lease liabilities, current	$	182	$	156
Finance lease liabilities, non-current		275		293
Total finance lease liabilities	$	457	$	449

Maturities of operating and finance lease liabilities as of March 31, 2022 are as follows:

Years ending December 31 (In thousands),	Operating lease			Finance lease

Remaining 2022	$	705		$	163
2023		606			194
2024		250			92
2025		107			50
2026		63			16
Total minimum lease payments		1,731			515
Less imputed interest		(131	)		(58	)
Total lease liabilities	$	1,600		$	457

Legal Proceedings

On January 5, 2021, the Company received a demand letter from Nicholas Cooper and Richard Weinstein, (two of the Company’s former employees), and one of Mr. Cooper’s affiliated entities, asserting that Messrs. Cooper and Weinstein were entitled to compensation arising out of their employment by the Company, and their partial ownership of TriGrow Systems, LLC which had been acquired by the Company. The demand letter asserts that Messrs. Cooper and Weinstein 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, Messrs. Cooper and Weinstein 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 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 his previously executed Release of Claims Agreement. On March 10, 2021, the Company moved to dismiss all Messrs. 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 Messrs. Cooper and Weinstein’s claims, and recommended others for additional factual discovery. On July 27, 2021, a District Judge entered an order partially adopting the Report and Recommendation, dismissing one claim with prejudice, dismissing a second claim with leave to amend, and permitting the remaining claims to proceed.

Additionally, on July 29, 2021, the Company filed a separate arbitration in Boston, Massachusetts against Messrs. Cooper and Weinstein, in which the Company alleges that Messrs. Cooper and Weinstein were liable for certain conduct during the time they were TriGrow employees, including breach of fiduciary duty, unjust enrichment, usurpation of corporate opportunity, conversion, fraudulent concealment, and false representation. Also on July 29, 2021, the Company submitted a claim for indemnification to certain legacy TriGrow Systems, LLC. shareholders. The claim for indemnification relates to conduct by Messrs. Cooper and Weinstein during the time they were TriGrow employees. The Company does not believe these claims have any merit and intends to vigorously defend its position.

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 VFUs. In February 2021, the Company placed a purchase order with Mack amounting to approximately $5.2 million towards initial production of VFUs during 2021. In September 2021, the Company increased the purchase order with Mack to approximately $11.5 million towards production of VFUs during 2021 and 2022. The Company believes the supply agreement with Mack will provide the Company with increased scaling capabilities and the ability to more efficiently meet the potential future demand of its customers. The supply agreement contemplates that, following an introductory period, the Company will negotiate a minimum percentage of the VFU requirements that the Company 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. The Company believes 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 Party

On September 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 thousand and $600 thousand 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 ended on May 31, 2021. The Company exceeded the minimum purchase amount for the first year and purchased approximately $309 thousand of the committed $660 thousand second year purchases through December 31, 2021. Bluezone is a related party to the Company.

Committed Purchase Agreement with Greenstone Holdings

On December 29, 2021, Greenstone Holdings purchased 239 VFUs from the Company of which 60 VFUs were already in Greenstone Holdings possession under a lease agreement. Under the lease agreement, Greenstone Holdings owed Agrify a production service fee of $300 per pound of flower produced and contained an option to purchase the equipment within the lease agreement. The term of this agreement was for ten years, but it was terminated upon signing the purchase agreement for the 239 VFUs. There is no remaining obligation under the lease agreement. The remaining 179 VFUs were shipped to Greenstone Holdings storage facility on December 30, 2021 and December 31, 2021.

Business Combination (Tables)

3 Months Ended

Mar. 31, 2022

PurePressure [Member]

Business Combination (Tables) [Line Items]

Schedule of Components and the Allocation of the Purchase Price

The following table sets forth the components and the allocation of the purchase price for the business combination:

(In thousands)
Purchase price consideration:
Estimated closing proceeds	$	4,002
Transaction expenses		80
Closing buyer shares		1,904
Holdback buyer shares		816
Earn-out consideration		1,420
Estimated working capital adjustment		(255	)
Fair value of total consideration transferred		7,967
Total purchase price, net of cash acquired	$	7,402

Fair value allocation of purchase price:
Cash and cash equivalents	$	565
Accounts receivable		511
Inventory		2,130
Prepaid expenses and other current receivables		55
Right of use assets, net		304
Property and equipment, net		177
Prepaid and refundable taxes		194
Accounts payable, accrued expenses, and other current liabilities		(1,224	)
Deferred revenue		(963	)
Deferred tax liability		(237	)
Finance lease liabilities, current		(36	)
Finance lease liabilities, noncurrent		(35	)
Operating lease liabilities, current		(112	)
Operating lease liabilities, noncurrent		(192	)
Acquired intangible assets		2,462
Goodwill		4,368
Total purchase price	$	7,967

The following table sets forth the components and the allocation of the purchase price for the business combination:

(In thousands)
Purchase price consideration:
Cash paid to Sinclair Members at close	$	23,000
Cash contributed to escrow accounts at close		7,000
Cash paid for excess net working capital		1,430
Stock issued at close		14,535
Fair value of contingent consideration to be achieved		3,953
Fair value of total consideration transferred		49,918
Total purchase price, net of cash acquired	$	48,630

Fair value allocation of purchase price:
Cash and cash equivalents	$	1,288
Accounts receivable		897
Inventory		6,761
Prepaid expenses and other current receivables		1,736
Property and equipment, net		970
Right of use assets, net		730
Capitalized web costs, net		2
Accounts payable and accrued expenses		(9,223	)
Deferred revenue		(5,419	)
Long-term debt		(1,961	)
Operating lease liabilities, current		(392	)
Operating lease liabilities, noncurrent		(362	)
Acquired intangible assets		9,889
Goodwill		45,002
Total purchase price	$	49,918

(In thousands)
Purchase price consideration:
Estimated closing proceeds	$	3,613
Indebtedness paid		320
Transaction expenses		115
Closing buyer shares		2,211
Holdback buyer shares		654
Earn-out consideration		707
Estimated working capital adjustments		330
Fair value of total consideration transferred		7,950
Total purchase price, net of cash acquired	$	7,647

Fair value allocation of purchase price:
Cash and cash equivalents	$	303
Accounts receivable, net		48
Inventory		1,537
Property and equipment, net		219
Right of use assets, net		191
Prepaid expenses and other current receivables		61
Other non-current assets		16
Accounts payable and accrued expenses		(765	)
Deferred revenue		(762	)
Operating lease liabilities, current		(117	)
Operating lease liabilities, noncurrent		(74	)
Finance lease liabilities, current		(4	)
Finance lease liabilities, noncurrent		(10	)
Notes payable, current		(260	)
Notes payable, noncurrent		(12	)
Acquired intangible assets		3,037
Goodwill		4,542
Total purchase price	$	7,950

Precision and Cascade [Member]

Business Combination (Tables) [Line Items]

Schedule of Intangible Assets Consist of Trade Names, Technology, Non-Compete Agreements, and Customer Relationships

(In thousands)	Asset Value		Useful Life
Identified intangible assets:
Trade names	$	317	5 years
Acquired developed technology		1,432	8 years
Customer relationships		713	6 years
Total identified intangible assets	$	2,462

(In thousands)	Asset Value		Useful Life
Identified intangible assets:
Trade names	$	1,260	6 to 7 years
Acquired developed technology		3,818	5 years
Non-compete agreements		1,202	5 years
Customer relationships		3,609	7 to 8 years
Total identified intangible assets	$	9,889

(In thousands)	Asset Value		Useful Life
Identified intangible assets:
Trade name	$	227	5 years
Acquired developed technology		1,093	8 years
Customer relationships		1,717	5 years
Total identified intangible assets	$	3,037

Subsequent Events

3 Months Ended

Mar. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

Note 24 — Subsequent Events

Bud & Mary’s Litigation

On September 15, 2022, the Company provided a notice of default to Bud & Mary’s and certain related parties notifying such parties that Bud & Mary’s was in default of its obligations under the Bud & Mary TTK Agreement. On October 5, 2022, Bud & Mary’s filed a complaint in the Superior Court of Massachusetts in Suffolk County naming the Company as defendant. Bud & Mary’s is seeking, among other relief, monetary damages in connection with alleged unfair or deceptive trade practices, breach of contract and conversion arising from the Agreement. While the Company believes the claim is without merit and will continue to vigorously defend itself against Bud & Mary’s allegations, litigation is inherently unpredictable and there can be no assurance that the Company will prevail in this matter.

During the third quarter of 2022, the Company deemed it necessary to fully reserve for the outstanding $14.7 million note receivable balance outstanding due to the current litigation and the uncertainty of the customer’s ability to repay the outstanding balance. The $14.7 million represents the amount of the contingent loss that the Company has determined to be reasonably possible and estimable. The actual cost of resolving this matter may be higher or lower than the amount the Company has reserved. In addition, $5.3 million of the notes receivable balance for work performed during the third quarter of 2022 has been recorded as an unbilled note receivable and deferred the revenue to a future period. The Company has recognized the expenses associated with the work completed in the current period due to the uncertainty of the Company’s ability to recover the funds owed by the customer and its obligations to the vendors that have performed this work. The Company determined that it will only recognize unbilled notes receivable revenue if cash is collected from the customer in a future period.

Approval of Issuance of Shares Upon Exercise of Warrants

On October 14, 2022, the Company received approval for the issuance of up to 105,544 shares of Common Stock upon the exercise of the SPA Warrant and Note Exchange Warrant in connection with the issuance of a senior secured note and the exchange of previously issued warrants in August 2022, and the reduction of the exercise price of certain of those warrants under certain circumstances, was approved. Additional information regarding the Warrant Liabilities may be found in Note 10 – Debt, included elsewhere in the notes to the consolidated financial statements.

At The Marketing Offering

In October 2022, the Company entered into the ATM Program with the Agent. The ATM Program allows the Company to sell shares of Common Stock pursuant to specific parameters defined by the Company as well as those defined by the SEC and the ATM Program agreement. Subsequent to the quarter ended September 30, 2022, as of November 7, 2022, the Company sold 306,628 shares of Common Stock, under the ATM at an average price of $50.80 per share, resulting in gross proceeds to the Company of $15.6 million, and net proceeds of $15.1 million after commissions and fees to the Agent totaling $468 thousand. $3.1 million of the proceeds under the ATM Program were used to repay amounts due to the Investor under the Exchange Note. The ATM allows for quick and agile sales of Common Stock to interested investors and provides an opportunity to raise additional capital for working capital requirements or to fund strategic opportunities that may present themselves from time to time. The Company has used, and intends to continue to use, the net proceeds generated from the ATM Program for working capital and general corporate purposes, including repayment of indebtedness, funding its transformation initiatives and product category expansion efforts and capital expenditures.

Nasdaq Deficiency Notices

On October 4, 2022, the Company received a deficiency letter (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the bid price for the Company’s Common Stock had closed below $1.00 per share, which is the minimum closing price required to maintain a continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company had 180 calendar days to regain compliance with the Minimum Bid Requirement. To regain compliance with the Minimum Bid Requirement, the closing bid price of the Company’s Common Stock must be at least $1.00 per share for a minimum of 10 consecutive trading days during this 180-day compliance period, unless the Staff exercises its discretion to extend the minimum trading day period pursuant to Nasdaq Listing Rule 5810(c)(3)(G). On October 28, 2022, the Staff notified the Company that the closing bid price for its Common Stock was more than $1.00 for 10 consecutive trading days, and that the Company therefore regained compliance with the Minimum Bid Requirement.

On April 18, 2023, the Company received a notice from Nasdaq stating that because the Company had not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1). Nasdaq Listing Rule 5250(c)(1) requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission.

As disclosed by the Company on Form 8-K filed on April 17, 2023, the Company’s audit committee concluded that, as a result of inadvertent errors in the accounting for warrants previously issued by the Company, it was appropriate to restate the Company’s previously issued unaudited condensed consolidated interim financial statements as of and for the quarterly periods ended March 31, 2022, June 30, 2022 and September 30, 2022. Given the scope of the process for preparing the Amended 10-Qs, the Company was unable to complete and file the Form 10-K by the required due date of March 31, 2023. The Notice states that the Company has 60 calendar days from April 18, 2023, or until June 20, 2023, to regain compliance by filing the Form 10-K or to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rules.

On May 17, 2023, the Company received a second notice from Nasdaq that the Company remains noncompliant with the Nasdaq Listing Rule 5250(c)(1) as a result of its failure to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 with the SEC by the required due date. This notice requires the Company to submit a plan to regain compliance with the continued listing requirements by June 20, 2023. If Nasdaq accepts the Company’s plan, then Nasdaq may, in its discretion, grant the Company up to 180 days from the prescribed due date for filing the Form 10-K, or until October 16, 2023, to regain compliance.

On August 16, 2023, the Company received a third notice from Nasdaq that the Company remains noncompliant with the Nasdaq Listing Rule 5250(c)(1) as a result of its failure to file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023 with the SEC by the required filing date. This notice noted that Nasdaq has previously granted the Company an exception until September 30, 2023, to file its Form 10-K and First Quarter Form 10-Q. This notice also requires the Company to update its original plan to regain compliance with the filing requirement, including the Company’s plans to file the Second Quarter Form 10-Q, and indicate the progress the Company has made towards implementing the plan submitted in connection with the Initial Delinquent Filing.

Agrify-Valiant

On October 27, 2022, the Company provided notice to Valiant-America, LLC that the Company intended to begin the winding up of Agrify-Valiant.

Appointment of Raymond Chang as principal financial and accounting officer and Resignation of Timothy Oakes and Chief Financial Officer

On January 6, 2023, Timothy Oakes, the Chief Financial Officer of Agrify Corporation (the “Company”), resigned effective February 28, 2023. In connection with Mr. Oakes’ resignation, the Company has engaged WilliamsMarston LLC to assist with accounting and internal control matters and is continuing its process to identify a replacement Chief Financial Officer. Further, Raymond Chang, the Company’s Chief Executive Officer, will serve as the Company’s principal financial and accounting officer.

Bowdoin Litigation

On February 22, 2023, Bowdoin Construction Corp. (“Bowdoin”) filed a complaint in the Superior Court of Massachusetts in Norfolk County naming the Company, Bud & Mary’s and certain related parties as defendants. The Bowdoin Complaint relates to a construction contract between Bowdoin and Agrify relating to the property that is the subject of the Bud & Mary’s Complaint and alleges breach of contract by Bud & Mary’s and by Agrify due to nonpayment of approximately $7.0 million due under the contract and related indemnification claims and mechanics’ liens. While the Company believes the claim is without merit and will continue to vigorously defend itself against Bowdoin’s allegations, litigation is inherently unpredictable and there can be no assurance that the Company will prevail in this matter.

Amendments to Articles of Incorporation

On March 1, 2023, the Company filed Articles of Amendment (the “Charter Amendment”) to its Articles of Incorporation with the Secretary of State for the State of Nevada. The Charter Amendment increased the number of authorized shares of the Company’s Common Stock from 100,000,000 to 200,000,000, and correspondingly increased the total authorized shares of stock from 103,000,000 to 203,000,000. The Charter Amendment was approved by the Company’s stockholders at the Special Meeting on February 28, 2023 and became effective upon filing.

Securities Exchange Agreement

On March 8, 2023, the Company entered into a new Securities Exchange Agreement (the “Exchange Agreement”) with an accredited lender. Pursuant to the Exchange Agreement, at closing the Company will prepay approximately $10.3 million in principal amount under the Exchange Note and exchange $10.0 in principal amount of the remaining balance of the Exchange Note for a new senior secured convertible note (the “Convertible Note”) with an original principal amount of $10.0 million. The Convertible Note will be a senior secured obligation of the Company and will rank senior to all indebtedness of the Company. The Convertible Note will mature on August 19, 2025 and will contain a 9.0% annualized interest rate, with interest to be paid monthly, in cash, beginning April 1, 2023.

Concurrently with the closing under the Exchange Agreement, the Company and the Lender will enter into an Amendment to the Exchange Note (the “Note Amendment”). Pursuant to the Note Amendment, the Exchange Note will be amended to, among other changes, remove covenants that require the Company not to exceed maximum levels of allowable cash spend while the Exchange Note is outstanding and require the Company to maintain minimum amounts of cash on hand.

On April 26, 2023, the Company entered into a letter agreement with the above referenced accredited lender (the “Letter Agreement”), pursuant to which the Company and the lender agreed to exchange $2.0 million of the remaining outstanding principal amount under the Exchange Note for 8,903,927 shares of common stock of the Company, subject to a Beneficial Ownership Limitation of 4.99% of the Company’s Common Stock.

Issuance of Unsecured Promissory Note

On July 12, 2023, the Board of Directors of the Company approved the issuance of an unsecured promissory note in favor of GIC Acquisition, LLC (the “Investor”), an entity that is owned and managed by Raymond Chang, the Company’s Chairman and Chief Executive Officer. Pursuant to the Note, the Investor will lend up to $500,000 to the Company. The Note bears interest at a rate of 10% per annum, will mature in full on August 6, 2023, and may be prepaid without any fee or penalty. The Note ranks junior to all existing secured indebtedness of the Company.

Leases

As of March 31, 2023, the Company extended its lease by three years until March 31, 2026, for the premises located at 2468 Industrial Row Dr., Troy, Michigan 48084.

As of May 23, 2023, the Company extended its lease by three years until July 31, 2026, for the premises located at 2625 S. Santa Fe Dr., Bldg. 1, Units 1H and 1IJ.

Debt

3 Months Ended

Mar. 31, 2022

Debt [Abstract]

Debt

Note 16 – Debt

The Company’s debt consisted of:

	March 31, 2022			December 31, 2021
Note payable – SPA Note	$	65,000		$	—
PPP Loan		794			804
Other notes payable (1)		1,487			297
Total debt		67,281			1,101
Less: unamortized debt discount		(29,303	)		—
Total debt, net of debt discount		37,978			1,101
Less: current portion, net of current unamortized debt discount		(2,281	)		(1,089	)
Long-term debt	$	35,697		$	12

(1)	Other notes payable relates to one-year insurance premium that was financed over nine-months.

Note Payable

Securities Purchase Agreement

On March 14, 2022, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with an accredited investor (the “Investor”), pursuant to which the Company agreed to issue and sell to the Investor, in a private placement transaction, in exchange for the payment by the Investor of $65 million, less applicable expenses, as set forth in the Securities Purchase Agreement, (i) a SPA Note in an aggregate principal amount of $65 million, and (ii) a warrant (the “SPA Warrant”) to purchase up to an aggregate of 34,406 shares of Common Stock.

The SPA Note is a senior secured obligation of the Company and ranks senior to all indebtedness of the Company. The Company will be required to make amortization payments equal to 4.0% of the original principal amount of the SPA Note on the first day of each calendar month starting on February 1, 2023 and extending through the maturity date of March 1, 2026 (the “Maturity Date”), at which time all remaining outstanding principal and accrued but unpaid interest will be due. The SPA Note has a stated interest rate of 6.75% per year, and the Company is required to pay interest on March 1, June 1, September 1, and December 1 of each calendar year through the Maturity Date. Following the one-year anniversary of the SPA Note’s issuance, the Company may, in lieu of paying interest in cash, pay such interest in kind, in which case interest on the SPA Note will be calculated at the rate of 8.75% per year and will be added to the principal amount of the SPA Note.

At any time following the one-year anniversary of the SPA Note’s issuance, the Company may prepay all (but not less than all) of the SPA Note by redemption at a price equal to 106.75% of the then-outstanding principal amount under the SPA Note, plus accrued but unpaid interest. The Investor will also have the option of requiring the Company to redeem the SPA Note if the Company undergoes a fundamental change at a price equal to 107% of the then-outstanding principal amount under the SPA Note, plus any accrued interest.

The Securities Purchase Agreement provides for up to two additional closings subject to certain conditions set forth in the Securities Purchase Agreement and on substantially the same terms as the initial closing. Each subsequent closing would result in the issuance of a senior secured note with an original principal amount of $35.0 million and warrants to purchase shares of Common Stock for up to 65% of such principal amount divided by the closing price of Common Stock on the trading day immediately prior to such subsequent closing.

The SPA Note imposes certain customary affirmative and negative covenants upon the Company, as well as covenants that (i) restrict the Company and its subsidiaries from incurring any additional indebtedness or suffering any liens, subject to specified exceptions, (ii) restrict the ability of the Company and its subsidiaries from making certain investments, subject to specified exceptions, (iii) restrict the declaration of any dividends or other distributions, subject to specified exceptions, (iv) require the Company to maintain specified earnings and adjusted EBITDA targets, and (v) require the Company to maintain minimum amounts of cash on hand. If an event of default under the SPA Note occurs, the Investor can elect to redeem the SPA Note for cash equal to 115% of the then-outstanding principal amount of the SPA Note (or such lesser principal amount accelerated by the Investor), plus accrued and unpaid interest, including default interest, which accrues at a rate per year equal to 15% from the date of a default or event of default.

Until the date the SPA Note is fully repaid, the Investor has, subject to certain exceptions, the right to participate for up to 30% of any debt, Preferred Stock or equity-linked financing of the Company or its subsidiaries.

Each SPA Warrant issued in the initial closing has an exercise price of $1,350.00 per share, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, is immediately exercisable, has a term of five and one-half years from the date of issuance and is exercisable on a cash basis, unless there is not an effective registration statement covering the resale of the shares issuable upon exercise of the SPA Warrant (the “SPA Warrant Shares”), in which case the SPA Warrant is also exercisable on a cashless exercise basis at the Investor’s election. The Securities Purchase Agreement requires the Company to file resale registration statements with respect to the SPA Warrant Shares as soon as practicable and in any event within 45 days following the initial closing and any subsequent closings.

The SPA Warrant provides that in no event will the number of shares of Common Stock issued upon exercise of the SPA Warrant result in the Investor’s beneficial ownership exceeding 4.99% of the Company’s shares outstanding at the time of exercise (which percentage may be decreased or increased by the Investor, but to no greater than 9.99%, and provided that any increase above 4.99% will not be effective until the sixty-first day after notice of such request by the Investor to increase its beneficial ownership limit has been delivered to the Company).

The Securities Purchase Agreement also contains customary representations and warranties of the Company and the Investor. There is no material relationship between the Company or its affiliates and the Investor other than in respect of the Securities Purchase Agreement, the SPA Note and the SPA Warrant.

The following table provides a breakdown of the note payable balances as of March 31, 2022:

(In thousands)	Balance at January 1, 2022		Additions			Payments		Amortization of Debt Discount		Balance at March 31, 2022
Accrued interest expense	$	—		(98	)		—		—	$	(98	)

Principal	$	—	$	65,000		$	—	$	—	$	65,000
Notes payable, discount		—		(29,527	)		—		224		(29,303	)
Net carrying amount	$	—	$	35,473		$	—	$	224	$	35,697

The following table summarizes short-term and long-term portion of the SPA Note as of March 31, 2022:

(In thousands)	Short-Term			Long-Term			Notes payable, net
Principal	$	5,200		$	59,800		$	65,000
Unamortized discount		(5,200	)		(24,103	)		(29,303	)
Net carrying amount	$	—		$	35,697		$	35,697

As of March 31, 2022, future minimum payments were as follows:

Years ending December 31 (In thousands),
Remaining 2022	$	—
2023		28,600
2024		31,200
2025		5,200
Total future payments	$	65,000

Paycheck Protection Program Loan

Paycheck Protection Program Loans under the Coronavirus Aid, Relief, and Economic Security Act

In May 2020, the Company entered into a PPP Loan with Bank of America pursuant to the PPP under the CARES Act administered by the SBA.

The Company received total proceeds of approximately $779 thousand from the unsecured PPP Loan, which is scheduled to mature on May 7, 2022. Subject to certain conditions, the PPP Loan may be forgiven in whole or in part by applying for forgiveness pursuant to the CARES Act and the PPP. The Company’s submission to have the remaining $779 thousand PPP Loan forgiven is currently being reviewed by the SBA. If the remaining principal amount from the $779 thousand PPP Loan is not forgiven in full, the Company would be obligated to repay any principal amount not forgiven and interest accrued thereon. As of March 31, 2022 and December 31, 2021, all of our PPP Loan balances were reported as current portion of long-term debt in the accompanying condensed consolidated balance sheets.

PurePressure SBA Debt

As part of the acquisition of PurePressure, $159 thousand of debt remained outstanding from a standard SBA loan as of December 31, 2021. This debt has subsequently been paid as a part of the PurePressure acquisition.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Other Non-Current Assets (Details) - Schedule of Other Non-Current Assets - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Schedule Of Other Non Current Assets Abstract
Long-term deferred commissions expense	$ 3,008	$ 1,101
Security deposits	97	83
Total other non-current assets	$ 3,105	$ 1,184

Commitments and Contingencies (Details) - USD ($)	1 Months Ended	3 Months Ended
Commitments and Contingencies (Details) - USD ($)	Dec. 29, 2021	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Feb. 28, 2021	Sep. 07, 2019
Commitments and Contingencies (Details) [Line Items]
Weighted average discount rate, percentage		7.32%
Purchase order mack amount				$ 11,500,000	$ 5,200,000
Minimum purchases amount first year			$ 309,000			$ 480,000
Minimum purchases amount second year			$ 660,000			$ 600,000
Production service fee	$ 300
Agreement term	10 years
Minimum [Member]
Commitments and Contingencies (Details) [Line Items]
Finance leases have remaining lease terms		1 year
Operating leases have remaining lease terms		1 year
Maximum [Member]
Commitments and Contingencies (Details) [Line Items]
Finance leases have remaining lease terms		5 years
Operating leases have remaining lease terms		5 years

Net Income (Loss) Per Share (Details) - Schedule of Anti-Dilutive Shares	3 Months Ended
	Mar. 31, 2022 shares
Schedule of Anti-Dilutive Shares [Abstract]
Anti-dilutive shares	24,225
Options outstanding [Member]
Schedule of Anti-Dilutive Shares [Abstract]
Anti-dilutive shares	19,395
Warrants outstanding [Member]
Schedule of Anti-Dilutive Shares [Abstract]
Anti-dilutive shares	4,830