0001213900-24-013681 | S-1/A | XBRL Viewer

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Related Parties (Details) - Schedule of Net Purchasing (Sales) Activity - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Bluezone [Member]
Related Parties (Details) - Schedule of Net Purchasing (Sales) Activity [Line Items]
Net purchase			$ 4	$ 5
Cannae Policy Group [Member]
Related Parties (Details) - Schedule of Net Purchasing (Sales) Activity [Line Items]
Net purchase				25
Topline Performance Group [Member]
Related Parties (Details) - Schedule of Net Purchasing (Sales) Activity [Line Items]
Net purchase		1	(1)	71
NEIA [Member]
Related Parties (Details) - Schedule of Net Purchasing (Sales) Activity [Line Items]
Net purchase			(43)	(1,763)
Greenstone Holdings [Member]
Related Parties (Details) - Schedule of Net Purchasing (Sales) Activity [Line Items]
Net purchase		212	(2)	392
Valiant Americas, LLC [Member]
Related Parties (Details) - Schedule of Net Purchasing (Sales) Activity [Line Items]
Net purchase		$ 1,315		$ 11,120

Fair Value Measures (Details) - Schedule of Changes in the Fair Value of the Level 3 Warrant Liabilities - Level 3 [Member] - USD ($) $ in Thousands	3 Months Ended			12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
January 2022 Warrants [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrant liabilities – beginning of period	$ 6	$ 7	$ 4
Change in estimated fair value	(3)	(1)	3	$ (10,965)
Warrant liabilities – ending of period	3	6	7	4
March 2022 Warrants [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrant liabilities – beginning of period	32	39	34
Change in estimated fair value	(17)	(7)	5	(31,133)
Warrant liabilities – ending of period	15	32	39	34
August 2022 Warrants [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrant liabilities – beginning of period	77	89	93
Change in estimated fair value	(39)	(12)	(4)	(9,876)
Warrant liabilities – ending of period	38	77	89	93
December 2022 Warrants [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrant liabilities – beginning of period	4,246	2,361	5,854
Change in estimated fair value	(1,916)	1,885	(3,493)	930
Warrant liabilities – ending of period	$ 2,330	$ 4,246	$ 2,361	$ 5,854

Fair Value Measures (Details) - Schedule of Contingent Consideration - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Contingent Consideration [Abstract]
Contingent consideration – beginning of period	$ 6,137
Accrued contingent consideration	1,420	4,725
Accretion of contingent consideration	149
Payments made on contingent liabilities	(5,550)
Change in estimated fair value	(2,156)	1,412
Contingent consideration – end of period		$ 6,137

Fair Value Measures (Details) - Schedule of Fair Value of the Contingent Consideration within Other Expenses - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Fair Value of the Contingent Consideration within Other Expenses [Abstract]
Contingent consideration – beginning of period	$ 6,137
Accrued contingent consideration	1,420	4,725
Accretion of contingent consideration	149
Cash paid and Common Stock issued for contingent liabilities	(5,550)
Change in estimated fair value	(2,156)	1,412
Contingent consideration – end of period		$ 6,137

Overview, Basis of Presentation, and Significant Accounting Policies (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Overview, Basis of Presentation, and Significant Accounting Policies [Abstract]

Schedule of Revenue

For the three and nine months ended September 30, 2023 and 2022, the Company’s customers that accounted for 10% or more of the total revenue were as follows:

	Three months ended September 30, 2023		Three months ended September 30, 2022				Nine months ended September 30, 2023				Nine months ended September 30, 2022
(In thousands)	Amount	% of Total Revenue	Amount		% of Total Revenue		Amount		% of Total Revenue		Amount		% of Total Revenue
Company Customer Number – 136	*	*	$	908	12.9	%	$	1,930	13.8	%	$	7,054	13.5	%
Company Customer Number – 125	*	*		*	*		$	1,855	13.2	%		*	*
Company Customer Number – 139	*	*		*	*			*	*		$	8,590	16.4	%

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

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

(In thousands)	Year Ended December 31, 2022				Year Ended December 31, 2021
(In thousands)	Amount		% of Total Revenue		Amount		% of Total Revenue
New England Innovation Academy (“NEIA”) – Related Party		*	*		$	22,010	36.8	%
Greenstone Holdings (“Greenstone”) – Greenstone is a related party because one of the Company’s former Agrify Brands employees and its VP of Engineering had a minority ownership		*	*		$	9,429	15.8	%
Company Customer Number – 136	$	8,005	13.8	%		*	*
Company Customer Number – 139	$	8,761	15.0	%		*	*

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

Schedule of Accounts Receivable, Net

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

(In thousands)	As of December 31, 2022				As of December 31, 2021
(In thousands)	Amount		% of Total Accounts Receivable		Amount		% of Total Accounts Receivable
NEIA – Related Party		*	*		$	3,498	48.4	%
Company Customer Number – 126(1)		*	*		$	1,541	21.3	%
Company Customer Number – 15095	$	352	32.9	%		*	*
Company Customer Number – 10888	$	251	23.5	%		*	*
Company Customer Number – 16491	$	123	11.5	%		*	*

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

(1) The accounts receivable balance was fully reserved at December 31, 2022 due to an ongoing dispute with the customer.

Schedule of 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 of laboratory equipment		5
Machinery and equipment		3 to 5
Leased equipment		5 to 13
Trade show assets		3 to 5
Leasehold improvements		Lower of estimated useful life or remaining lease term

		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		5 to 13
Trade show assets		3 to 5
Leasehold improvements		Lower of estimated useful life or remaining lease term

Schedule of Useful Lives

The 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

The 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

Schedule of Accounts Receivable, Net

As of September 30, 2023 and December 31, 2022, the Company’s customers that accounted for 10% or more of the total accounts receivable, net, were as follows:

	As of September 30, 2023				As of December 31, 2022
(In thousands)	Amount		% of Total Accounts		Amount		% of Total Accounts
Company Customer Number – 15095	$	718	60.5	%	$	352	32.9	%
Company Customer Number – 15874	$	405	34.1	%		*	*
Company Customer Number – 16491		*	*		$	123	11.5	%
Company Customer Number – 10888		*	*		$	251	23.5	%

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

Fair Value Measures

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Fair Value Measures [Abstract]

Fair Value Measures

Note 4 — 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 September 30, 2023 and December 31, 2022, the Company’s assets and liabilities measured at fair value on a recurring basis were as follows:

	September 30, 2023								December 31, 2022
	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)	$	—	$	—	$	—	$	—	$	33	$	—	$	—	$	33
Money market funds		4		—		—		4		—		—		—		—
Corporate bonds		—		—		—		—		427		—		—		427
Total assets	$	4	$	—	$	—	$	4	$	460	$	—	$	—	$	460
Liabilities:
Warrant liabilities – January 2022 warrants		—		—		3		3		—		—		4		4
Warrant liabilities – March 2022 warrants		—		—		15		15		—		—		34		34
Warrant liabilities – August 2022 warrants		—		—		38		38		—		—		93		93
Warrant liabilities – December 2022 warrants		—		—		2,330		2,330		—		—		5,854		5,854
Total liabilities	$	—	$	—	$	2,386	$	2,386	$	—	$	—	$	5,985	$	5,985

Fair Value of Financial Instruments

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

• Cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and deferred revenue liabilities approximate their fair values, based on the short-term nature of these instruments.

• Marketable securities classified as current held-to-maturity securities are recorded at amortized cost, which at September 30, 2023, approximated fair value.

• The Company’s deferred consideration was recorded in connection with acquisitions during the six months ended September 30, 2023 and fiscal 2022 using an estimated fair value discount at the time of the transactions. As of September 30, 2023 and December 31, 2022, the carrying value of the deferred consideration approximated fair value.

• The Company’s warrant liabilities are marked-to-market each reporting period with the changes in fair value of warrant liabilities recorded in other income (expense), net in the accompanying consolidated statements of operations until the warrants are exercised. The fair value of the warrant liabilities are estimated using a Black-Scholes option-pricing model.

Marketable Securities

As of September 30, 2023, the Company held investments in municipal bonds and corporate bonds. The municipal and corporate bonds are considered held-to-maturity securities and are recorded at amortized cost in the accompanying consolidated balance sheet. The fair values of these investments were estimated using recently executed transactions and market price quotations. The Company considers current assets as those investments which will mature within the next 12 months including, interest receivable on long-term bonds.

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

(In thousands)	September 30, 2023		December 31, 2022
Current marketable securities:
Money market funds	$	4	$	—
Corporate bonds		—		427
Mutual funds		—		33
	$	4	$	460

Contingent Consideration

The Company has classified its net liability for contingent earn-out considerations to the sellers relating to one acquisition completed during the first quarter of 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. The company recorded no change in contingent consideration for the nine months ended September 30, 2023. The contingent earn-out payments to the sellers for each acquisition are based on the achievement of certain revenue thresholds.

(In thousands)	Year ended December 31, 2022
Contingent consideration – beginning of period	$	6,137
Accrued contingent consideration		1,420
Accretion of contingent consideration		149
Payments made on contingent liabilities		(5,550	)
Change in estimated fair value		(2,156	)
Contingent consideration – end of period	$	—

The Company included contingent consideration within accrued expenses and other current liabilities on its consolidated balance sheets as of September 30, 2023 and December 31, 2022.

See below for additional information related to each acquisition’s contingent consideration.

Contingent Consideration — PurePressure

The Company, in its review of actual revenue performance as compared to its originally projected revenue estimates, noted that PurePressure’s revenue trend is materially below the originally estimated revenue trends incorporated into the Company’s original fair value estimates at the time of the acquisition. As a result, the Company has reduced its fair value estimate of achievement for PurePressure’s first earn-out period. During the third quarter ended September 30, 2022, the Company reduced the estimated fair value of the contingent consideration liability associated with PurePressure’s first earn-out period by approximately $0.6 million and their second earn-out by approximately $0.2 million. As required by ASC Topic 805 Business Combination (“ASC 805”), the change in contingent consideration was recorded as a reduction in operating expenses during the third and fourth quarters of 2022, respectively.

Contingent Consideration — Lab Society

The Company, in its review of actual revenue performance as compared to its originally projected revenue estimates, noted that Lab Society’s revenue trend is materially below the originally estimated revenue trends incorporated into the Company’s original fair value estimates at the time of the acquisition. As a result, the Company has reduced its fair value estimate of achievement for Lab Society’s first earn-out period. During the second quarter ended June 30, 2022, the Company reduced the estimated fair value of the contingent consideration liability associated with Lab Society’s first earn-out period by approximately $1.0 million and their second earn-out by approximately $0.5 million. As required by ASC 805, the change in contingent consideration was recorded as a reduction in operating expenses during the second and fourth quarters of 2022, respectively.

Contingent Consideration — Precision and Cascade

The earn-out period for the potential contingent consideration to be earned by the former members of Precision and Cascade concluded on December 31, 2021. The Company, during the second quarter of 2022, increased the amount of the contingent consideration earned by the former members of Precision and Cascade by approximately $0.1 million, to reflect the final contingent consideration amount due. This amount was recorded as an increase in operating expenses during the second quarter of 2022. During the period ended December 31, 2022, the Company made the final payment on the contingent consideration of approximately $5.6 million to the members of Precision and Cascade.

Warrant Liabilities

The estimated fair value of the warrant liabilities on September 30, 2023 is determined using Level 3 inputs. Inherent in a Black-Scholes option-pricing model are assumptions used in calculating the estimated fair values that represent the Company’s best estimate. The volatility rate is determined utilizing the Company’s own share price and the share price of competitors over time.

However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different.

January 2022 Warrants

The following table summarizes the Company’s assumptions used in the valuation as of September 30, 2023 and for the year ended December 31, 2022:

	As of September 30, 2023			December 31, 2022
Stock price	$	2.17		$	6.66
Exercise price	$	1,496.00		$	1,496.00
Expected term (in years)		3.82			4.58
Volatility		136.00	%		98.30	%
Discount rate – treasury yield		4.72	%		4.05	%

The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liabilities for the nine months ended September 30, 2023:

(In thousands)	Nine Months Ended September 30, 2023
Warrant liabilities – beginning of period	$	4
Change in estimated fair value		3
Warrant liabilities – March 31, 2023		7
Change in estimated fair value		(1	)
Warrant liabilities – June 30, 2023		6
Change in estimated fair value		(3	)
Warrant liabilities – September 30, 2023	$	3

March 2022 Warrants

The following table summarizes the Company’s assumptions used in the valuation as of September 30, 2023 and for the year ended December 31, 2022:

	As of September 30, 2023			December 31, 2022
Stock price	$	2.17		$	6.66
Exercise price	$	430.00		$	430.00
Expected term (in years)		4.38			5.13
Volatility		130.00	%		97.96	%
Discount rate – treasury yield		4.66	%		3.99	%

The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liabilities for the nine months ended September 30, 2023:

(In thousands)	Nine Months Ended September 30, 2023
Warrant liabilities – beginning of period	$	34
Change in estimated fair value		5
Warrant liabilities – March 31, 2023		39
Change in estimated fair value		(7	)
Warrant liabilities – June 30, 2023		32
Change in estimated fair value		(17	)
Warrant liabilities – September 30, 2023	$	15

August 2022 Warrants

The following table summarizes the Company’s assumptions used in the valuation as of September 30, 2023 and for the year ended December 31, 2022:

	As of September 30, 2023			December 31, 2022
Stock price	$	2.17		$	6.66
Exercise price	$	246.00		$	246.00
Expected term (in years)		4.38			5.13
Volatility		130.00	%		97.96	%
Discount rate – treasury yield		4.66	%		3.99	%

The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liabilities for the nine months ended September 30, 2023:

(In thousands)	Nine Months Ended September 30, 2023
Warrant liabilities – beginning of period	$	93
Change in estimated fair value		(4	)
Warrant liabilities – March 31, 2023		89
Change in estimated fair value		(12	)
Warrant liabilities – June 30, 2023		77
Change in estimated fair value		(39	)
Warrant liabilities – September 30, 2023	$	38

December 2022 Warrants

The following table summarizes the Company’s assumptions used in the valuation as of September 30, 2023 and for the year ended December 31, 2022:

	As of September 30, 2023			December 31, 2022
Stock price	$	2.17		$	6.66
Exercise price	$	3.45		$	13.00
Expected term (in years)		4.38			4.98
Volatility		130.00	%		98.00	%
Discount rate – treasury yield		4.66	%		3.99	%

The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liabilities for the nine months ended September 30, 2023:

(In thousands)	Nine Months Ended September 30, 2023
Warrant liabilities – beginning of period	$	5,854
Change in estimated fair value		(3,493	)
Warrant liabilities – March 31, 2023		2,361
Change in estimated fair value		1,885
Warrant liabilities – June 30, 2023		4,246
Change in estimated fair value		(1,916	)
Warrant liabilities – September 30, 2023	$	2,330

Note 4 — 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 December 31, 2022 and 2021, the Company’s assets and liabilities measured at fair value on a recurring basis were as follows:

	December 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 in 2021)	$	33	$	—	$	—	$	33	$	178	$	—	$	—	$	178
Municipal bonds		—		—		—		—		9,961		—		—		9,961
Corporate bonds		427		—		—		427		34,589		—		—		34,589
Total assets	$	460	$	—	$	—	$	460	$	44,728	$	—	$	—	$	44,728
Liabilities
Contingent consideration	$	—	$	—	$	—	$	—	$	—	$	—	$	6,137	$	6,137
Warrant Liabilities – January 2022 Warrants		—		—		4		4		—		—		—		—
Warrant Liabilities – March 2022 Warrants		—		—		34		34		—		—		—		—
Warrant Liabilities – August 2022 Warrants		—		—		93		93		—		—		—		—
Warrant Liabilities – December 2022 Warrants		—		—		5,854		5,854		—		—		—		—
Total liabilities	$	—	$	—	$	5,985	$	5,985	$	—	$	—	$	6,137	$	6,137

Fair Value of Financial Instruments

• Cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and deferred revenue liabilities approximate their fair values based on the short-term nature of these instruments.

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

• The Company’s deferred consideration was recorded in connection with acquisitions during the fourth quarter of fiscal 2021 and the first quarter of fiscal 2022 using an estimated fair value discount at the time of the transactions. As of December 31, 2022 and 2021, the carrying value of the deferred consideration approximated fair value.

Marketable Securities

As of December 31, 2022 and 2021, the Company held investments in municipal bonds and corporate bonds. The municipal and corporate bonds are considered held-to-maturity securities and are recorded at amortized cost in the accompanying consolidated balance sheet. The fair values of these investments were estimated using recently executed transactions and market price quotations. The Company considers current assets as those investments which will mature within the next 12 months including interest receivable on long-term bonds.

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

(In thousands)	December 31, 2022		December 31, 2021
Current marketable securities
Municipal bonds	$	—	$	9,961
Corporate bonds		427		34,589
Mutual funds		33		—
	$	460	$	44,550

At December 31, 2022, marketable securities consisted of the following:

(In thousands)	Amortized cost		Unrealized gain (loss)		Estimated fair value
Current marketable securities (due within 1 year)
Corporate bonds	$	427	$	—	$	427
Mutual funds		33		—		33
	$	460	$	—	$	460

At December 31, 2021, marketable securities consisted of the following:

(In thousands)	Amortized cost		Unrealized loss			Estimated fair value
Current marketable securities (due within 1 year)
Municipal bonds	$	9,961	$	(9	)	$	9,952
Corporate bonds		34,589		(72	)		34,517
	$	44,550	$	(81	)	$	44,469

Contingent Consideration

The Company has classified its net liability for contingent earn-out considerations to the sellers relating to one acquisition completed during the first quarter of 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 first quarter of 2022 and fiscal 2021 are included within Note 8 — Business Combinations, included elsewhere in the notes to the consolidated financial statements.

	Year Ended December 31,
(In thousands)	2022			2021
Contingent consideration – beginning of period	$	6,137		$	—
Accrued contingent consideration		1,420			4,725
Accretion of contingent consideration		149			—
Cash paid and Common Stock issued for contingent liabilities		(5,550	)		—
Change in estimated fair value		(2,156	)		1,412
Contingent consideration – end of period	$	—		$	6,137

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

See below for additional information related to each acquisition’s contingent consideration.

Contingent Consideration — PurePressure

The Company, in its review of actual revenue performance as compared to its originally projected revenue estimates, noted that PurePressure’s revenue trend is materially below the originally estimated revenue trends incorporated into the Company’s original fair value estimates at the time of the acquisition. As a result, the Company has reduced its fair value estimate of achievement for PurePressure’s first earn-out period. During the third quarter ended September 30, 2022, the Company reduced the estimated fair value of the contingent consideration liability associated with PurePressure’s first earn-out period by approximately $602 thousand and their second earn-out by approximately $170 thousand. As required by ASC Topic 805 Business Combination (“ASC 805”), the change in contingent consideration was recorded as a reduction in operating expenses during the third and fourth quarters of 2022, respectively.

Contingent Consideration — Lab Society

The Company, in its review of actual revenue performance as compared to its originally projected revenue estimates, noted that Lab Society’s revenue trend is materially below the originally estimated revenue trends incorporated into the Company’s original fair value estimates at the time of the acquisition. As a result, the Company has reduced its fair value estimate of achievement for Lab Society’s first earn-out period. During the second quarter ended June 30, 2022, the Company reduced the estimated fair value of the contingent consideration liability associated with Lab Society’s first earn-out period by approximately $1.0 million and their second earn-out by approximately $484 thousand. As required by ASC 805, the change in contingent consideration was recorded as a reduction in operating expenses during the second and fourth quarters of 2022, respectively.

Contingent Consideration — Precision and Cascade

$121 thousand to reflect the final contingent consideration amount due. This amount was recorded as an increase in operating expenses during the second quarter of 2022. During the year ended December 31, 2022, the Company made the final payment on the contingent consideration of approximately $5.6 million to the members of Precision and Cascade. Additional information regarding the Company’s final payment to Precision and Cascade may be found in Note 8 — Business Combinations, included elsewhere in the notes to the consolidated financial statements.

Warrant Liabilities

The estimated fair value of the warrant liabilities on December 31, 2022 is determined using Level 3 inputs. Inherent in a Black-Scholes option-pricing model are assumptions used in calculating the estimated fair values that represent the Company’s best estimate. The volatility rate is determined utilizing the Company’s own share price and the share price of competitors over time.

However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different.

January 2022 Warrants

The following table summarizes the Company’s assumptions used in the valuation for the year ended December 31, 2022:

Stock price	$	6.66
Option exercise price	$	1,496.00
Expected term (Years)		4.58
Volatility		98.3	%
Discount rate (Treasury yield)		4.05	%

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

(In thousands)	Year Ended December 31, 2022
Warrant liabilities – beginning of period	$	—
Initial fair value of warrant liabilities		10,969
Change in estimated fair value		(10,965	)
Warrant liabilities – end of period	$	4

March 2022 Warrants

The following table summarizes the Company’s assumptions used in the valuation for the year ended December 31, 2022:

Stock price	$	6.66
Option exercise price	$	430.00
Expected term (Years)		5.13
Volatility		97.96	%
Discount rate (Treasury yield)		3.99	%

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

(In thousands)	Year Ended December 31, 2022
Warrant liabilities – beginning of period	$	—
Initial fair value of warrant liabilities		29,522
Change in estimated fair value		(31,133	)
Component of loss on debt extinguishment		1,645
Warrant liabilities – end of period	$	34

August 2022 Warrants

The following table summarizes the Company’s assumptions used in the valuation for the year ended December 31, 2022:

Stock price	$	6.66
Option exercise price	$	246.00
Expected term (Years)		5.13
Volatility		97.96	%
Discount rate (Treasury yield)		3.99	%

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

(In thousands)	Year Ended December 31, 2022
Warrant liabilities – beginning of period	$	—
Initial fair value of warrant liabilities		10,212
Change in estimated fair value		(9,876	)
Warrants settled in period		(243	)
Warrant liabilities – end of period	$	93

December 2022 Warrants

The following table summarizes the Company’s assumptions used in the valuation for the year ended December 31, 2022:

Stock price	$	6.66
Option exercise price	$	13.00
Expected term (Years)		4.98
Volatility		98.00	%
Discount rate (Treasury yield)		3.99	%

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

(In thousands)	Year Ended December 31, 2022
Warrant liabilities – beginning of period	$	—
Initial fair value of warrant liabilities		4,924
Change in estimated fair value		930
Warrant liabilities – end of period	$	5,854

- 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

Supplemental Consolidated Balance Sheet Information (Details) - Schedule of Accrued Expenses and Other Current Liabilities - USD ($)
$ in Thousands

Sep. 30, 2023

Dec. 31, 2022

Mar. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Schedule of Accrued Expenses and Other Current Liabilities [Abstract]

Sales tax payable

$ 6,019

^[1]

$ 5,950

^[1],[2]

$ 5,290

^[2]

Accrued acquisition liabilities

^[3]

2,180

3,502

Accrued construction costs

1,540

2,669

8,803

Accrued interest expense

1,041

240

Compensation related fees

944

2,285

3,491

Accrued warranty expenses

585

553

$ 398

398

Accrued professional fees

443

313

1,179

Accrued inventory purchases

569

201

Accrued consulting fees

Financing lease liabilities

152

Other current liabilities

127

Total accrued expenses and other current liabilities

$ 12,824

$ 16,380

$ 28,764

[1]	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.
[2]	Sales tax payable primarily represents identified sales and use tax liabilities arising from the acquisition of Precision and Cascade. These amounts are included as part of the initial purchase price allocations and are the subject matter of an indemnification claim under the Precision and Cascade acquisition agreement.
[3]	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.

Supplemental Consolidated Balance Sheet Information (Details) - Schedule of Accrued Liability for Estimated Future Warranty Cost - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Accrued Liability for Estimated Future Warranty Cost [Abstract]
Warranty accrual – beginning of period	$ 398
Liabilities accrued for warranties issued during period	155	398
Warranty accrual – end of period	$ 553	$ 398

Document And Entity Information	9 Months Ended
Document And Entity Information	Sep. 30, 2023
Document Information Line Items
Entity Registrant Name	Agrify Corporation
Document Type	S-1/A
Amendment Flag	true
Amendment Description	Amendment No. 2
Entity Central Index Key	0001800637
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Incorporation, State or Country Code	NV

Stock-Based Compensation and Employee Benefit Plans (Details) - USD ($)		3 Months Ended		6 Months Ended	9 Months Ended		12 Months Ended
	Apr. 29, 2022	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Apr. 28, 2023
Stock-Based Compensation and Employee Benefit Plans (Details) [Line Items]
Shares issued (in Shares)		69,568			69,568		31,945		499
Shares outstanding (in Shares)	16,483
Stock option compensation expense		$ 500,000	$ 1,600,000		$ 2,100,000	$ 3,500,000	$ 4,300,000	$ 5,600,000
Compensation expense							818,000	0
Unrecognized compensation expense				$ 700,000			$ 1,400,000
Weighted average period term					167 days		7 years 10 months 2 days
Weighted average period							2 years 7 months 2 days
Compensation expense					$ 1,300,000
2022 Plan [Member]
Stock-Based Compensation and Employee Benefit Plans (Details) [Line Items]
Shares available to be granted (in Shares)	26,483				13,198		4,104
Shares authorized (in Shares)	10,000
Shares issued (in Shares)	16,483
Shares outstanding (in Shares)	16,483
Compensation expense							$ 3,500,000	$ 5,600,000
Unrecognized compensation expense							$ 2,900,000
2022 Employee Stock Purchase Plan [Member]
Stock-Based Compensation and Employee Benefit Plans (Details) [Line Items]
Common stock shares reserved (in Shares)	2,500			2,500			2,500
Fair market value percentage				85.00%			85.00%
Fair market value exercise percentage				85.00%			85.00%
Purchase of common stock				$ 25,000			$ 25,000

Debt (Details) - Schedule of Future Minimum Payments - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Schedule of Future Minimum Payments [Abstract]
Remaining 2023	$ 748	$ 32,247
2024	648	287
2025	18,628	120
Total future payments	$ 20,024	$ 32,654

Related Parties (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Related Parties [Abstract]

Schedule of Net Related Party (Payable) Receivable

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

	Three months ended September 30,				Nine months ended September 30,
(In thousands)	2023		2022		2023			2022
Bluezone	$	—	$	—	$	4		$	5
Cannae Policy Group		—		—		—			25
Topline Performance Group		—		1		(1	)		71
NEIA		—		—		(43	)		(1,763	)
Greenstone Holdings		—		212		(2	)		392
Valiant Americas, LLC		—		1,315		—			11,120

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

	Year Ended December 31,
(In thousands)	2022			2021
Bluezone	$	5		$	309
4D		3			1,312
Enozo		—			40
Cannae Policy Group		25			50
Topline Performance Group		71			11
Cannaquip		—			209
NEIA		(1,769	)		(22,010	)
Greenstone, which is a related party because one of the Company’s former Agrify Brands employees and its VP of Engineering had a minority ownership		394			(9,429	)
Valiant-America, LLC(1)		10,520			6,048
Living Greens Farm		—			(58	)

(1) On October 27, 2022, the Company provided notice to Valiant-America, LLC of its intention to begin winding up of Agrify-Valiant.

Schedule of Net Related Party (Payable) Receivable

The following table summarizes net related party (payable) receivable as of September 30, 2023 and December 31, 2022:

(In thousands)	September 30, 2023			December 31, 2022
Bluezone	$	(4	)	$	—
Valiant Americas, LLC		1			(1	)
Topline Performance Group		—			1

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

(In thousands)	December 31, 2022			December 31, 2021
Cannae Policy Group	$	—		$	(8	)
Cannaquip		—			(21	)
Greenstone (net of allowance for doubtful accounts of $9,360 and $0 at December 31, 2022 and 2021, respectively)(1)		—			11,177
Living Greens Farm(2)		—			34
NEIA		—			3,500
Valiant-America, LLC(3)		(1	)		(922	)
Topline Performance Group		1			—

(1) Greenstone is a related party because one of the Company’s former Agrify Brands employees and its VP of Engineering had a minority ownership. The Greenstone allowance for doubtful accounts balance consisted of capital advances, accrued interest and VFUs sales. Additional information regarding recent developments with Greenstone may be found in Note 5 — Loans Receivable, included elsewhere in the notes to the consolidated financial statements.

(2) The balance was fully reserved at December 31, 2022, due to an ongoing dispute with the customer.

(3) On October 27, 2022, the Company provided notice to Valiant-America, LLC of its intention to begin winding up of Agrify-Valiant.

Supplemental Consolidated Balance Sheet Information (Details) - Schedule of Accrued Expenses and Other Current Liabilities - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Sep. 30, 2023

Mar. 31, 2022

Dec. 31, 2020

Supplemental Consolidated Balance Sheet Information (Details) - Schedule of Accrued Expenses and Other Current Liabilities [Line Items]

Sales tax payable

$ 5,950

^[1],[2]

$ 5,290

^[2]

$ 6,019

^[1]

Accrued acquisition liabilities

^[3]

3,502

9,198

Accrued construction costs

2,669

8,803

1,540

Compensation related fees

2,285

3,491

944

Accrued inventory purchases

569

201

Accrued warranty costs

553

398

585

$ 398

Accrued professional fees

313

1,179

443

Accrued interest expense

240

Financing lease liabilities

152

156

Other current liabilities

127

Total accrued expenses and other current liabilities

16,380

28,764

$ 12,824

Previously Reported [Member]

Supplemental Consolidated Balance Sheet Information (Details) - Schedule of Accrued Expenses and Other Current Liabilities [Line Items]

Other current liabilities

$ 147

$ 48

[1]	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.
[2]	Sales tax payable primarily represents identified sales and use tax liabilities arising from the acquisition of Precision and Cascade. These amounts are included as part of the initial purchase price allocations and are the subject matter of an indemnification claim under the Precision and Cascade acquisition agreement.
[3]	Accrued acquisition liabilities include 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 PurePressure, Cascade, and Precision.

Net Loss Per Share (Details) - Schedule of Anti-Dilutive Shares - shares	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive effect shares	1,508,565	144,790	1,551,131	19,181
Shares subject to outstanding stock options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive effect shares	11,379	14,286
Shares subject to outstanding warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive effect shares	1,495,001	121,539
Shares subject to unvested restricted stock units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive effect shares	2,185	8,965

Fair Value Measures (Details) - Schedule of Composition Marketable Securities - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Current marketable securities:
Total current marketable securities	$ 4	$ 460	$ 44,550
Money market funds [Member]
Current marketable securities:
Total current marketable securities	4
Corporate bonds [Member]
Current marketable securities:
Total current marketable securities		427	$ 34,589
Mutual funds [Member]
Current marketable securities:
Total current marketable securities		$ 33

Leases (Details) - Schedule of Operating and Financing Lease Activity - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Schedule of Operating Lease Activity [Abstract]
Operating lease cost	$ 205	$ 293	$ 709	$ 828	$ 1,119	$ 396
Finance lease cost:
Amortization of right-of-use assets	21	54	112	148	194	179
Interest on lease liabilities	2	7	13	26	32	42
Total lease cost	$ 228	$ 354	$ 834	$ 1,002	$ 1,345	$ 617

Fair Value Measures (Details) - Schedule of Valuation of Warrant Liabilities - Minimum [Member]	12 Months Ended
	Dec. 31, 2022 $ / shares
January 2022 Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock price	$ 6.66
Option exercise price	$ 1,496
Expected term (Years)	4 years 6 months 29 days
Volatility	98.30%
Discount rate (Treasury yield)	4.05%
March 2022 Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock price	$ 6.66
Option exercise price	$ 430
Expected term (Years)	5 years 1 month 17 days
Volatility	97.96%
Discount rate (Treasury yield)	3.99%
August 2022 Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock price	$ 6.66
Option exercise price	$ 246
Expected term (Years)	5 years 1 month 17 days
Volatility	97.96%
Discount rate (Treasury yield)	3.99%
December 2022 Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock price	$ 6.66
Option exercise price	$ 13
Expected term (Years)	4 years 11 months 23 days
Volatility	98.00%
Discount rate (Treasury yield)	3.99%

Net Loss Per Share (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Net Loss Per Share [Abstract]

Schedule of Basic and Diluted Net Loss Per Share

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

	Three months ended September 30,						Nine months ended September 30,
(In thousands, except share and per share data)	2023			2022			2023			2022
Numerator:
Net loss attributable to Agrify Corporation		(2,092	)		(57,413	)		(19,224	)		(130,235	)
Denominator:
Weighted-average common shares outstanding –		1,649,741			133,526			1,426,016			129,832
Net loss per share attributable to Common Stockholders – basic and diluted	$	(1.27	)	$	(429.98	)	$	(13.48	)	$	(1,003.10	)

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

(In thousands, except share and per share data)	Year Ended December 31,
(In thousands, except share and per share data)	2022			2021
Numerator:
Net loss attributable to Agrify Corporation	$	(188,173	)	$	(32,465	)
Accrued dividend attributable to Preferred A Stockholders		—			(61	)
Net loss available for Common Stockholders	$	(188,173	)	$	(32,526	)
Denominator:
Weighted-average common shares outstanding – basic and diluted(1)		208,573			95,455
Net loss per share attributable to Common Stockholders – basic and diluted(1)	$	(902.19	)	$	(340.75	)

Schedule of Anti-dilutive Shares

The Company excluded the following potential Common Stock equivalents presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to Common Stockholders for the periods indicated because including them would have had an anti-dilutive effect:

	Nine months ended September 30, 2023	Nine months ended September 30, 2022
Shares subject to outstanding stock options	11,379	14,286
Shares subject to unvested restricted stock units	2,185	8,965
Shares subject to outstanding warrants	1,495,001	121,539
	1,508,565	144,790

	December 31, 2022	December 31, 2021
Shares subject to outstanding stock options	13,439	17,821
Shares subject to unvested restricted stock units	7,691	—
Shares subject to outstanding warrants	1,530,001	1,360
	1,551,131	19,181

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

3 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Dec. 31, 2022

Dec. 31, 2021

Numerator:

Net loss attributable to Agrify Corporation

$ (2,092)

$ (57,413)

$ (19,224)

$ (130,235)

$ (188,173)

$ (32,465)

Denominator:

Weighted-average common shares outstanding

1,649,741

^[1]

133,526

^[1]

1,426,016

^[1]

129,832

^[1]

208,573

^[2]

95,455

^[2]

Net loss per share attributable to Common Stockholders – basic

$ (1.27)

$ (429.98)

$ (13.48)

$ (1,003.1)

$ (902.19)

^[2]

$ (340.75)

^[2]

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

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
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+ Details

Supplemental Consolidated Balance Sheet Information (Details) - Schedule of Property and Equipment, Net - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 8,137	$ 4,973	$ 3,776
Accumulated depreciation	(2,695)	(2,372)	(780)
Construction in progress	2,943	7,443	3,236
Total property and equipment, net	8,385	10,044	6,232
Leased equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	4,465	602	619
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	1,123	1,111	841
Machinery and equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	904	1,049	898
Software [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	606	606	174
Computer and office equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	588	627	473
Research and development laboratory equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	183	260	163
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	116	504	385
Trade show assets [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	79	78	80
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 73	$ 136	$ 143

Related Parties (Details) - Schedule of Net Related Party (Payable) Receivable - USD ($)
$ in Thousands

Sep. 30, 2023

Dec. 31, 2022

Dec. 31, 2021

Cannae Policy Group [Member]

Schedule of Net Related Party (Payable) Receivable [Line Items]

Related party (payable)

$ (8)

Cannaquip [Member]

Schedule of Net Related Party (Payable) Receivable [Line Items]

Related party (payable)

(21)

Greenstone [Member]

Schedule of Net Related Party (Payable) Receivable [Line Items]

Related party (payable)

^[1]

11,177

Living Greens Farm [Member]

Schedule of Net Related Party (Payable) Receivable [Line Items]

Related party (payable)

^[2]

NEIA [Member]

Schedule of Net Related Party (Payable) Receivable [Line Items]

Related party (payable)

3,500

Valiant-America, LLC [Member]

Schedule of Net Related Party (Payable) Receivable [Line Items]

Related party (payable)

$ 1

(1)

^[3]

(922)

^[3]

Topline Performance Group [Member]

Schedule of Net Related Party (Payable) Receivable [Line Items]

Related party (payable)

$ 1

[1]	Greenstone is a related party because one of the Company’s former Agrify Brands employees and its VP of Engineering had a minority ownership. The Greenstone allowance for doubtful accounts balance consisted of capital advances, accrued interest and VFUs sales. Additional information regarding recent developments with Greenstone may be found in Note 5 — Loans Receivable, included elsewhere in the notes to the consolidated financial statements.
[2]	The balance was fully reserved at December 31, 2022, due to an ongoing dispute with the customer.
[3]	On October 27, 2022, the Company provided notice to Valiant-America, LLC of its intention to begin winding up of Agrify-Valiant.

Related Parties (Details) - Schedule of Net Related Party (Payable) Receivable - USD ($)
$ in Thousands

Sep. 30, 2023

Dec. 31, 2022

Dec. 31, 2021

Bluezone [Member]

Related party (payable)

$ (4)

Valiant Americas, LLC [Member]

Related party (payable)

(1)

^[1]

$ (922)

^[1]

Topline Performance Group [Member]

Related party (payable)

$ 1

[1]	On October 27, 2022, the Company provided notice to Valiant-America, LLC of its intention to begin winding up of Agrify-Valiant.

Fair Value Measures (Details) - Schedule of Valuation of Warrant Liabilities - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
January 2022 Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock price	$ 2.17	$ 6.66
Exercise price	$ 1,496	$ 1,496
Expected term (in years)	3 years 9 months 25 days	4 years 6 months 29 days
Volatility	136.00%	98.30%
Discount rate – treasury yield	4.72%	4.05%
March 2022 Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock price	$ 2.17	$ 6.66
Exercise price	$ 430	$ 430
Expected term (in years)	4 years 4 months 17 days	5 years 1 month 17 days
Volatility	130.00%	97.96%
Discount rate – treasury yield	4.66%	3.99%
August 2022 Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock price	$ 2.17	$ 6.66
Exercise price	$ 246	$ 246
Expected term (in years)	4 years 4 months 17 days	5 years 1 month 17 days
Volatility	130.00%	97.96%
Discount rate – treasury yield	4.66%	3.99%
December 2022 Warrants [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Stock price	$ 2.17	$ 6.66
Exercise price	$ 3.45	$ 13
Expected term (in years)	4 years 4 months 17 days	4 years 11 months 23 days
Volatility	130.00%	98.00%
Discount rate – treasury yield	4.66%	3.99%

Loans Receivable (Details) $ in Millions	9 Months Ended	12 Months Ended
Loans Receivable (Details) $ in Millions	Sep. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
Loan Receivable [Line Items]
Business plans period	10 years	10 years
Loan reserve		$ 11.3
Customer balances		3
Term loan agreement, description	the Company provided a notice of default under the term loan agreement between the Company and Bud & Mary’s (the “Bud & Mary’s TTK Agreement”). On October 5, 2022, Bud & Mary’s Cultivation, Inc. (the “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 Bud & Mary’s TTK Agreement	the Company provided a notice of default under the term loan agreement between the Company and Bud & Mary’s (the “Bud & Mary’s TTK Agreement”). On October 5, 2022, Bud & Mary’s Cultivation, Inc. (the “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 Bud & Mary’s TTK Agreement. In response, the Company established a reserve of $14.7 million specifically related to Bud & Mary’s.
Outstanding balance	$ 14.7	$ 14.7
Established reserve	14.7	$ 12.5
Equity percentage		36.60%
Relates to settle amount	4.5
Bud Marys TTK Solution [Member]
Loan Receivable [Line Items]
Allowance for doubtful accounts	$ 14.7	$ 14.7
Greenstone [Member]
Loan Receivable [Line Items]
Allowance for doubtful accounts		12.5
Hannah [Member]
Loan Receivable [Line Items]
Allowance for doubtful accounts		4.5
WhiteCloud [Member]
Loan Receivable [Line Items]
Allowance for doubtful accounts		$ 1.4

Supplemental Consolidated Balance Sheet Information (Details) - Schedule of Allowance for Credit Losses Accounts - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Schedule of Allowance for Credit Losses Accounts [Abstract]
Allowance for credit losses - beginning of period	$ 4,605	$ 1,415	$ 1,415	$ 54
(Recovery of) allowance for credit losses	(983)	4,928
Write-offs of uncollectible accounts	(1,087)	(1,510)
Other adjustments		(228)	(228)	174
Allowance for credit losses - end of period	$ 2,535	$ 4,605	$ 4,605	$ 1,415

Inventory

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Inventory [Abstract]

Inventory

Note 6 — 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 September 30, 2023 and December 31, 2022:

(In thousands)	September 30, 2023			December 31, 2022
Raw materials	$	24,100		$	24,960
Prepaid inventory		10,838			15,506
Finished goods		7,607			13,689
Inventory for resale		5,024			—
Inventory, gross		47,569			54,155
Inventory reserves		(29,845	)		(32,759	)
Total inventory, net	$	17,724		$	21,396

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)	Nine Months Ended September 30, 2023			Year Ended December 31, 2022
Inventory reserves – beginning of period	$	32,759		$	942
(Decrease) increase in inventory reserves		(2,914	)		31,817
Inventory reserves – end of period	$	29,845		$	32,759

Note 6 — Inventory

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

(In thousands)	December 31, 2022			December 31, 2021
Raw materials	$	24,960		$	6,393
Prepaid inventory		15,506			2,237
Finished goods		13,352			12,810
Inventory, gross		53,818			21,440
Inventory reserves		(32,422	)		(942	)
Total inventory, net	$	21,396		$	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)	Year Ended December 31,
(In thousands)	2022		2021
Inventory reserves – beginning of period	$	942	$	—
Increase in inventory reserves		31,480		942
Inventory reserves – end of period	$	32,422	$	942

Goodwill and Intangible Assets, Net (Details) - Schedule of Intangible Assets, Net - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Intangible Assets, Net [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 and Impairment, beginning	(880)	(225)
Accumulated Amortization and Impairment, Expense and Retirements, net	(16,534)	(655)
Accumulated Amortization and Impairment, ending	(17,414)	(880)
Intangible Assets, Net ending		14,072
Intangible Assets, Net beginning	14,072	1,694
Trade names [Member]
Schedule of Intangible Assets, Net [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 and Impairment, beginning	(227)	(88)
Accumulated Amortization and Impairment, Expense and Retirements, net	(2,508)	(139)
Accumulated Amortization and Impairment, ending	(2,735)	(227)
Intangible Assets, Net ending		2,191
Intangible Assets, Net beginning	2,191	842
Customer relationships [Member]
Schedule of Intangible Assets, Net [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 and Impairment, beginning	(302)	(89)
Accumulated Amortization and Impairment, Expense and Retirements, net	(6,587)	(213)
Accumulated Amortization and Impairment, ending	(6,889)	(302)
Intangible Assets, Net ending		5,874
Intangible Assets, Net beginning	5,874	761
Acquired developed technology [Member]
Schedule of Intangible Assets, Net [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 and Impairment, beginning	(191)
Accumulated Amortization and Impairment, Expense and Retirements, net	(6,152)	(191)
Accumulated Amortization and Impairment, ending	(6,343)	(191)
Intangible Assets, Net ending		4,720
Intangible Assets, Net beginning	4,720
Non-compete agreements [Member]
Schedule of Intangible Assets, Net [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 and Impairment, beginning	(60)
Accumulated Amortization and Impairment, Expense and Retirements, net	(1,142)	(60)
Accumulated Amortization and Impairment, ending	(1,202)	(60)
Intangible Assets, Net ending		1,142
Intangible Assets, Net beginning	1,142
Capitalized website costs [Member]
Schedule of Intangible Assets, Net [Line Items]
Intangible Assets, Gross beginning	245	139
Intangible Assets, Gross Additions and Retirements, net		106
Intangible Assets, Gross ending	245	245
Accumulated Amortization and Impairment, beginning	(100)	(48)
Accumulated Amortization and Impairment, Expense and Retirements, net	(145)	(52)
Accumulated Amortization and Impairment, ending	(245)	(100)
Intangible Assets, Net ending		145
Intangible Assets, Net beginning	$ 145	$ 91

Debt

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Debt [Abstract]

Debt

Note 8 — Debt

The Company’s debt consisted of:

(In thousands)	September 30, 2023			December 31, 2022
Note payable – Exchange Note	$	18,509		$	31,975
PPP Loan		518			656
Navitas loan		10			23
Related party debt		500			—
Other notes payable(1)		487			—
Total debt		20,024			32,654
Unamortized debt premium (discount)		614			(3,415	)
Total debt, net of debt discount		20,638			29,239
Less: current portion, net of current unamortized debt discount		(1,640	)		(28,832	)
Long-term debt, net of current	$	18,998		$	407

(1) Other notes payable relates to a 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 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 $65.0 million, less applicable expenses, as set forth in the Securities Purchase Agreement, a senior secured promissory note in an aggregate principal amount of $65.0 million (the “SPA Note”), and a SPA Warrant to purchase up to an aggregate of 34,406 shares of Common Stock.

August 2022 Securities Exchange Agreement

On August 18, 2022, the Company reached an agreement with the Investor to amend its existing senior SPA Note and entered into the August 2022 Exchange Agreement. Pursuant to the August 2022 Exchange Agreement, the Company partially paid $35.2 million along with approximately $0.3 million in repayments for other fees under the

SPA Note and exchanged the remaining balance of the SPA Note for an Exchange Note with an aggregate original principal amount of $35.0 million and a new Note Exchange Warrant to purchase 71,139 shares of Common Stock and modified an existing SPA Warrants to purchase up to an aggregate of 34,406 shares of Common Stock. The Company exchanged the SPA Warrant for new August 2022 Warrants.

The Exchange Note is a senior secured obligation of the Company and ranks senior to all indebtedness of the Company. The Exchange Note will mature on the three-year anniversary of its issuance (the “Maturity Date”) and contains a 9.0% annualized interest rate, with interest to be paid monthly, in cash, beginning September 1, 2022. The principal amount of the Exchange Note will be payable on the Maturity Date, provided that the holder will be entitled to a cash sweep of 20% of the proceeds received by the Company in connection with any equity financing, which will reduce the outstanding principal amount under the Exchange Note.

At any time, the Company may prepay all of the Exchange Note by redemption at a price equal to 102.5% of the then-outstanding principal amount under the Note plus accrued but unpaid interest. The holder will also have the option of requiring the Company to redeem the Exchange Note on the one-year or two-year anniversaries of issuance at a price equal to the then-outstanding principal amount under the Exchange Note plus accrued but unpaid interest, or if the Company undergoes a fundamental change at a price equal to 102.5% of the then-outstanding principal amount under the Exchange Note plus accrued but unpaid interest.

The Exchange Note imposes certain customary affirmative and negative covenants upon the Company, as well as covenants that restrict the Company and its subsidiaries from incurring any additional indebtedness or suffering any liens, subject to specified exceptions, restrict the ability of the Company and its subsidiaries from making certain investments, subject to specified exceptions, restrict the declaration of any dividends or other distributions, subject to specified exceptions, 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. If an event of default under the Exchange Note occurs, the holder can elect to redeem the Exchange Note for cash equal to 115% of the then-outstanding principal amount of the 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 Exchange Note is fully repaid, the holder has, subject to certain exceptions, the right to participate for up to 30% of any offering of debt, equity (other than an offering of solely Common Stock), or equity-linked securities, including without limitation any debt, preferred stock or other instrument or security, of the Company or its subsidiaries.

The Modified Warrant has an exercise price of $430.00 per share, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, will be exercisable on and after the six-month anniversary of issuance, have a term of five and one-half years from the date of issuance and will be exercisable on a cash basis, unless there is not an effective registration statement covering the resale of the shares issuable upon exercise of the Modified Warrant (the “Modified Warrant Shares”) or if shareholder approval for the full exercise of the Modified Warrant is not received, in which case the Modified Warrant will also be exercisable on a cashless exercise basis at the Investor’s election.

The Note Exchange Warrant has an exercise price of $246.00 per share, subject to adjustment for stock splits, reverse stock splits, stock dividends, and similar transactions, were exercisable upon issuance, and have a term of five and one-half years from the date of issuance and will be exercisable on a cash basis, unless there is not an effective registration statement covering the resale of the shares issuable upon exercise of the Warrant (the “Note Exchange Warrant Shares” and, together with the Modified Warrant Shares, the “Exchange Warrant Shares”) or if shareholder approval for the full exercise of the Note Exchange Warrant is not received, in which case the Note Exchange Warrant will also be exercisable on a cashless exercise basis at the Investor’s election. Until the Company completed a qualified equity financing of at least $15.0 million, which requirement was satisfied with sales under the ATM Program, the

Note Exchange Warrant’s exercise price would have been reduced to the extent the Company issued securities, subject to certain exceptions, for a lower purchase price. The Note Exchange Warrant also prohibited the Company, until following the completion of such qualified equity financing, from issuing warrants with more favorable or preferential terms and/or provisions.

The August 2022 Warrants each provide that in no event will the number of shares of Common Stock issued upon exercise of such warrant result in the Investor’s beneficial ownership exceeding 4.99% of the Company’s shares of Common Stock 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).

Modification of Notes Payable

On March 8, 2023, the Company entered into a Securities Exchange Agreement (the “Exchange Agreement” or “Second Amendment”) with the Investor. Pursuant to the Exchange Agreement, at closing the Company prepaid approximately $10.3 million in principal amount under the August 2022 Note and exchange $10.0 in principal amount of the remaining balance of the August 2022 Note for a new senior secured convertible note (the “Convertible Note”) with an original principal amount of $10.0 million. After the closing of the Exchange Agreement, the August 2022 Note remained outstanding with a remaining balance of $11.7 million.

This exchange was deemed to be an extinguishment under ASC 470, as the modified debt added a substantive conversion option that was not inherent in the August 2022 Note. As a result, the Company recognized a loss on the extinguishment of debt of $4,619,846.

Convertible Notes

On March 8, 2023, as a result of the Exchange Agreement, the Company issued a Convertible Note to the Investor with a principal balance of $10 million. The Convertible Note bears a 9.0% annualized interest rate, with interest to be paid monthly, in cash, beginning April 1, 2023. The principal amount of the Convertible Note will be payable on the Maturity Date, provided that the holder will be entitled to a cash sweep of 30% of the proceeds of any at-the-market equity offering and 20% of the proceeds received by the Company in connection with any other equity financing, which will reduce the outstanding principal amount under the August 2022 Note or the Convertible Note.

At any time, the Company may prepay all of the Convertible Note by redemption at a price equal to 102.5% of the then-outstanding principal amount under the Convertible Note plus accrued but unpaid interest. The holder will also have the option of requiring the Company to redeem the Convertible Note (i) on August 19, 2023 or August 19, 2024 at a price equal to the then-outstanding principal amount under the Convertible Note plus accrued but unpaid interest, provided that the redemption right on August 19, 2023 will not be exercisable if the Company raises at least $8.0 million in gross proceeds from equity offerings prior to such date, or (ii) if the Company undergoes a fundamental change (as defined below) at a price equal to 102.5% of the then-outstanding principal amount under the Convertible Note plus accrued but unpaid interest.

The Convertible Note will impose certain customary affirmative and negative covenants upon the Company, as well as covenants that will (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, and (iii) restrict the declaration of any dividends or other distributions, subject to specified exceptions. If an event of default under the Convertible Note occurs, the holder can elect to redeem the Convertible Note for cash equal to (A) 115% of the then-outstanding principal amount of the Convertible Note (or such lesser principal amount accelerated by the Investor), plus accrued and unpaid interest, including default interest, which accrues at a rate per annum equal to 15% from the date of a default or event of default, or, only in connection with certain events of default, (B) the greater of the amount under clause (A) or the sum of (i) 115% of the product of (a) the conversion rate in effect as of the trading day immediately preceding the date that the holder delivers a notice of acceleration; (b) the total then outstanding principal amount under the Convertible

Note (in thousands); and (c) the greater of (1) the highest daily volume weighted average price (“VWAP”) per share of Common Stock occurring during the fifteen consecutive trading days ending on, and including, the trading day immediately before the date the holder delivers such notice and (2) the highest daily VWAP per share of Common Stock occurring during the fifteen consecutive trading days ending on, and including, the trading immediately before the date the applicable event of default occurred and (ii) the accrued and unpaid interest on the Convertible Note.

Until the date the Convertible Note is fully repaid, the holder will have, subject to certain exceptions, the right to participate for up to 30% of any offering of debt, equity (other than an offering of solely Common Stock), or equity-linked securities, including without limitation any debt, preferred stock or other instrument or security, of the Company or its subsidiaries.

If the holder elects to convert the Convertible Note, the conversion price per share will be $7.64, subject to customary adjustments for certain corporate events. The conversion of the Convertible Note will be subject to certain customary conditions. The Convertible Note may not be converted into shares of Common Stock if such conversion would result in the holder and its affiliates owning an aggregate of in excess of 4.99% of the then-outstanding shares of Common Stock, provided that upon 61 days’ notice, such ownership limitation may be adjusted by the holder, but in any case, to no greater than 9.99%.

The Company evaluated the embedded features in accordance with ASC 815-15-25 and the determined embedded features are not required to be bifurcated and separately measured at fair value.

Interest expense related to the Convertible Notes described above was $1,757,931 for the nine months ended September 30, 2023. Accrued interest totaled $1,041,388 as of September 30, 2023.

Note Conversion

Pursuant to the Exchange Agreement the Company entered into with High Trail Special Situations LLC on March 8, 2023, the Investor elected, on April 26, 2023, to convert $1.6 million of the remaining outstanding principal amount on the Convertible Note for 153,617 shares of Common Stock of the Company.

On May 1, 2023, the Company entered into a letter agreement with the above referenced accredited Lender (the “Letter Agreement”), pursuant to which the Company and the Investor agreed to exchange or redeem $2.0 million of the remaining outstanding principal amount under the Exchange Note for a total of 445,196 shares of Common Stock of the Company, subject to a Beneficial Ownership Limitation of 4.99% of the Company’s Common Stock. Due to the Beneficial Ownership Limitation of 4.99%, a total of 69,568 shares of Common Stock of the Company were issued to the Investor, with the remaining 375,629 shares held in abeyance until the balance (or portion thereof) may be issued in compliance with such limitations. As a result, the Company recognized a loss on the redemption of $11,609.

The following table summarizes the short-term and long-term portions of the Exchange Note as of September 30, 2023:

(In thousands)	Short-Term		Long-Term		Notes payable, net
Principal	$	—	$	18,509	$	18,509
Unamortized premium		316		298		614
Net carrying amount	$	316	$	18,807	$	19,123

As of September 30, 2023, future minimum payments were as follows:

Years ending December 31 (In thousands),
Remaining 2023	$	748
2024		648
2025		18,628
Total future payments	$	20,024

Related party debt

On July 12, 2023, the Board of Directors of the Company approved the issuance of an unsecured promissory note (the “Related Party Note”) in favor of GIC Acquisition, LLC (“GIC”), an entity that is owned and managed by the Company’s Chairman and Chief Executive Officer. Pursuant to the Related Party Note, GIC is obligated to lend up to $500,000 to the Company, $300,000 of which was delivered at issuance and the remaining $200,000 delivered on July 31, 2023. The Related Party 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 Related Party Note ranks junior to all existing secured indebtedness of the Company. The maturity date of the Related Party Note was subsequently amended to December 31, 2023 at which point principal and accrued interest will be repaid in full.

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 $0.8 million from the unsecured PPP Loan, which was originally scheduled to mature on May 7, 2022. The Company applied for forgiveness on the $0.8 million of PPP loan, but forgiveness was denied by the SBA. On June 23, 2022, the Company received a letter from Bank of America agreeing to extend the maturity date to May 7, 2025 and the loan bears interest at a rate of 1.00% per year. The PPP loan is payable in 34 equal combined monthly principal and interest payments of approximately $24 thousand that commenced on August 7, 2022.

The breakdown of PPP Loan balances by current and non-current as of September 30, 2023 and December 31, 2022 were as follows:

(In thousands)	Balance Sheet Location	September 30, 2023		December 31, 2022
PPP Loan, current	Long-term debt, current	$	328	$	255
PPP Loan, non-current	Long-term debt		189		401
Total PPP Loan outstanding		$	518	$	656

Note 9 — Debt

The Company’s debt consisted of:

(In thousands)	December 31, 2022			December 31, 2021
Note payable – Exchange Note	$	31,975		$	—
PPP Loan		656			804
Navitas Loan		23			—
Other notes payable		—			297
Total debt		32,654			1,101
Less: unamortized debt discount		(3,414	)		—
Total debt, net of debt discount		29,240			1,101
Less: current portion, net of current unamortized debt discount		(28,833	)		(1,089	)
Long-term debt	$	407		$	12

Note Payable

Securities Purchase Agreement

August 2022 Securities Exchange Agreement

The Exchange Note is a senior secured obligation of the Company and ranks senior to all indebtedness of the Company. The Exchange Note will mature on the three-year anniversary of its issuance (the “Maturity Date”) and contains a 9.0% annualized interest rate, with interest to be paid monthly, in cash, beginning September 1, 2022. The principal amount of the Exchange Note will be payable on the Maturity Date, provided that the Investor will be entitled to a cash sweep of 20% of the proceeds received by the Company in connection with any equity financing, which will reduce the outstanding principal amount under the Exchange Note.

At any time, the Company may prepay all of the Exchange Note by redemption at a price equal to 102.5% of the then-outstanding principal amount under the Note plus accrued but unpaid interest. The Investor will also have the option of requiring the Company to redeem the Exchange Note on the one-year or two-year anniversaries of issuance at a price equal to the then-outstanding principal amount under the Exchange Note plus accrued but unpaid interest, or if the Company undergoes a fundamental change at a price equal to 102.5% of the then-outstanding principal amount under the Exchange Note plus accrued but unpaid interest.

The Exchange Note imposes certain customary affirmative and negative covenants upon the Company, as well as covenants that restrict the Company and its subsidiaries from incurring any additional indebtedness or suffering any liens, subject to specified exceptions, restrict the ability of the Company and its subsidiaries from making certain investments, subject to specified exceptions, restrict the declaration of any dividends or other distributions, subject to specified exceptions, 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. If an event of default under the Exchange Note occurs, the Investor can elect to redeem the Exchange Note for cash equal to 115% of the then-outstanding principal amount of the 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 Exchange Note is fully repaid, the Investor has, subject to certain exceptions, the right to participate for up to 30% of any offering of debt, equity (other than an offering of solely Common Stock), or equity-linked securities, including without limitation any debt, preferred stock, or other instrument or security, of the Company or its subsidiaries.

The Modified Warrant has an exercise price of $430.00 per share, subject to adjustment for stock splits, reverse stock splits, stock dividends, and similar transactions, will be exercisable on and after the six-month anniversary of issuance, have a term of five and one-half years from the date of issuance, and will be exercisable on a cash basis, unless there is not an effective registration statement covering the resale of the shares issuable upon exercise of the Modified Warrant (the “Modified Warrant Shares”) or if shareholder approval for the full exercise of the Modified Warrant is not received, in which case the Modified Warrant will also be exercisable on a cashless exercise basis at the Investor’s election.

to certain exceptions, for a lower purchase price. The Note Exchange Warrant also prohibited the Company, until following the completion of such qualified equity financing, from issuing warrants with more favorable or preferential terms and/or provisions.

The August 2022 Warrants will each provide that in no event will the number of shares of Common Stock issued upon exercise of such warrant result in the Investor’s beneficial ownership exceeding 4.99% of the Company’s shares of Common Stock 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).

During the year ended December 31, 2022, the Company issued 2,000 shares of its Common Stock pursuant to the cashless exercise of August 2022 Warrants. As of December 31, 2022, the Company had outstanding liability-classified August 2022 Warrants that allow the Investor to purchase 100,544 shares of the Company’s Common Stock. Additional information regarding the Company’s August 2022 Warrants may be found in Note 1 — Overview, Basis of Presentation, and Significant Accounting Policies and Note 4 — Fair Value Measures, included elsewhere in the notes to the consolidated financial statements.

The following table summarizes the short-term and long-term portions of the Exchange Note as of December 31, 2022:

(In thousands)	Short-Term			Long-Term		Notes Payable, Net
Principal	$	31,975		$	—	$	31,975
Unamortized discount		(3,414	)		—		(3,414	)
Net carrying amount	$	28,561		$	—	$	28,561

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 was originally scheduled to mature on May 7, 2022. The Company applied for forgiveness on the $779 thousand of PPP loan, but forgiveness was denied by the SBA. On June 23, 2022, the Company received a letter from Bank of America agreeing to extend the maturity date to May 7, 2025 and the loan bears interest at a rate of 1.00% per year. The PPP loan is payable in 34 equal combined monthly principal and interest payments of approximately $24 thousand that commenced on August 7, 2022.

The breakdown of PPP Loan balances by current and non-current as of December 31, 2022 and 2021 were as follows:

(In thousands)	Balance Sheet Location	December 31, 2022		December 31, 2021
PPP Loan, current	Long-term debt, current	$	255	$	792
PPP Loan, non-current	Long-term debt		401		12
Total PPP Loan outstanding		$	656	$	804

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 was paid off during the year ended December 31, 2022 as a part of the PurePressure acquisition.

As of December 31, 2022, future minimum principal payments for all debt were as follows:

Years Ending December 31 (In thousands),
2023	$	32,247
2024		287
2025		120
Total future payments	$	32,654

- 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

Supplemental Consolidated Balance Sheet Information

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Supplemental Consolidated Balance Sheet Information [Abstract]

Supplemental Consolidated Balance Sheet Information

Note 3 — Supplemental Consolidated Balance Sheet Information

Accounts Receivable

Accounts receivable consisted of the following as of September 30, 2023 and December 31, 2022:

(In thousands)	September 30, 2023			December 31, 2022
Accounts receivable, gross	$	3,722		$	5,675
Less allowance for credit losses		(2,535	)		(4,605	)
Accounts receivable, net	$	1,187		$	1,070

The changes in the allowance for credit losses accounts consisted of the following:

(In thousands)	Nine months ended September 30, 2023			Year ended December 31, 2022
Allowance for credit losses – beginning of period	$	4,605		$	1,415
(Recovery of) allowance for credit losses		(983	)		4,928
Write-offs of uncollectible accounts		(1,087	)		(1,510	)
Other adjustments		—			(228	)
Allowance for credit losses – end of period	$	2,535		$	4,605

The Company recognized a net recovery of bad debt income of $0.4 million, relative to a bad debt expense of $0.4 million, for the three months ended September 30, 2023 and 2022, respectively, and a net recovery of bad debt of $1.0 million, relative to a bad debt expense of $1.9 million, for the nine months ended September 30, 2023 and 2022, respectively.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following as of September 30, 2023 and December 31, 2022:

(In thousands)	September 30, 2023		December 31, 2022
Legal settlement receivables	$	1,206	$	—
Prepaid insurance		669		219
Prepaid expenses, other		124		230
Prepaid software		44		129
Prepaid materials		33		45
Deferred issuance costs, net		—		463
Other receivables, other		60		424
Total prepaid expenses and other current assets	$	2,136	$	1,510

Property and Equipment, Net

Property and equipment, net consisted of the following as of September 30, 2023 and December 31, 2022:

(In thousands)	September 30, 2023			December 31, 2022
Leased equipment	$	4,465		$	602
Leasehold improvements		1,123			1,111
Machinery and equipment		904			1,049
Software		606			606
Computer and office equipment		588			627
Research and development laboratory equipment		183			260
Furniture and fixtures		116			504
Trade show assets		79			78
Vehicles		73			136
Total property and equipment, gross		8,137			4,973
Accumulated depreciation		(2,695	)		(2,372	)
Construction in progress		2,943			7,443
Total property and equipment, net	$	8,385		$	10,044

Depreciation expense for the three months ended September 30, 2023 and 2022 was $0.5 million and $0.4 million, respectively, and $1.5 million and $1.2 million for the nine months ended September 30, 2023 and 2022, respectively. Depreciation expense is recorded within general and administrative expenses, research and development expenses, and selling and marketing expenses depending on the nature of the property and equipment depreciated.

Other Non-Current Assets

Other non-current assets consisted of the following as of September 30, 2023 and December 31, 2022:

(In thousands)	September 30, 2023		December 31, 2022
Security deposits	$	141	$	153
Long-term deferred commissions expense		—		173
Total other non-current assets	$	141	$	326

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of September 30, 2023 and December 31, 2022:

(In thousands)	September 30, 2023		December 31, 2022
Sales tax payable(1)	$	6,019	$	5,950
Accrued acquisition liabilities(2)		2,180		3,502
Accrued construction costs		1,540		2,669
Accrued interest expense		1,041		240
Compensation related fees		944		2,285
Accrued warranty expenses		585		553
Accrued professional fees		443		313
Accrued inventory purchases		63		569
Accrued consulting fees		9		20
Financing lease liabilities		—		152
Other current liabilities		—		127
Total accrued expenses and other current liabilities	$	12,824	$	16,380

(1) 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.

(2) 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.

Accrued Warranty Costs

The following table summarizes the activity related to the Company’s accrued liability for estimated future warranty costs:

(In thousands)	September 30, 2023			December 31, 2022
Warranty accrual – beginning of period	$	553		$	398
Liabilities accrued for warranties issued during the period		230			264
Warranty accruals paid during the during		(198	)		(109	)
Warranty accrual – end of period		585			553

Note 3 — Supplemental Consolidated Balance Sheet Information

Accounts Receivable

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

(In thousands)	December 31, 2022			December 31, 2021
Accounts receivable, gross	$	5,675		$	8,637
Less allowance for doubtful accounts		(4,605	)		(1,415	)
Accounts receivable, net	$	1,070		$	7,222

NEIA, a related party, accounted for $3 thousand and $3.5 million of the Company’s accounts receivable, net as of December 31, 2022 and 2021, respectively.

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

	Year Ended December 31,
(In thousands)	2022			2021
Allowance for doubtful accounts – beginning of period	$	1,415		$	54
Provision for doubtful accounts		3,418			1,187
Other adjustments		(228	)		174
Allowance for doubtful accounts – end of period	$	4,605		$	1,415

Bad debt expense was $3.4 million and $1.2 million for the years ended December 31, 2022 and 2021, respectively.

Prepaid Expenses and Other Current Assets

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

(In thousands)	December 31, 2022		December 31, 2021
Other receivables	$	424	$	86
Prepaid expenses, other		230		541
Prepaid insurance		219		492
Deferred issuance costs		463		—
Prepaid software		129		173
Prepaid materials		45		—
Other note receivables(1)		—		807
Deferred costs		—		353
Total prepaid expenses and other current assets	$	1,510	$	2,452

____________

(1) Other note receivables relate to the current portion of one of its loan receivable balances related to the total turn-key solution (“TTK Solution”) program.

Property and Equipment, Net

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

(In thousands)	December 31, 2022			December 31, 2021
Leasehold improvements	$	1,111		$	841
Machinery and equipment		1,049			898
Software		606			174
Computer and office equipment		627			473
Leased equipment		602			619
Furniture and fixtures		504			385
Research and development laboratory equipment		260			163
Vehicles		136			143
Trade show assets		78			80
Total property and equipment, gross		4,973			3,776
Accumulated depreciation		(2,372	)		(780	)
Construction in progress		7,443			3,236
Total property and equipment, net	$	10,044		$	6,232

Depreciation expense for the years ended December 31, 2022 and 2021 was $1.7 million and $655 thousand, respectively.

Other Non-Current Assets

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

(In thousands)	December 31, 2022		December 31, 2021
Long-term deferred commissions expense	$	173		1,101
Security deposits		153		83
Total other non-current assets	$	326	$	1,184

Accrued Expenses and Other Current Liabilities

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

(In thousands)	December 31, 2022		December 31, 2021
Sales tax payable(1)	$	5,950	$	5,290
Accrued acquisition liabilities(2)		3,502		9,198
Accrued construction costs		2,669		8,803
Compensation related fees		2,285		3,491
Accrued inventory purchases		569		201
Accrued warranty costs		553		398
Accrued professional fees		313		1,179
Accrued interest expense		240		—
Financing lease liabilities		152		156
Other current liabilities		147		48
Total accrued expenses and other current liabilities	$	16,380	$	28,764

____________

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

(2) Accrued acquisition liabilities include 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 PurePressure, Cascade, and Precision.

Accrued Warranty Costs

The following table summarizes the activity related to the Company’s accrued liability for estimated future warranty costs:

	Year Ended December 31,
(In thousands)	2022		2021
Warranty accrual – beginning of period	$	398	$	—
Liabilities accrued for warranties issued during period		155		398
Warranty accrual – end of period	$	553	$	398

Net Loss Per Share

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Net Loss Per Share [Abstract]

Net Loss Per Share

Note 14 — Net Loss Per Share

Net loss per share calculations for all periods have been adjusted to reflect the Company’s reverse stock splits. Net loss per share was calculated based on the weighted-average number of the Company’s Common Stock outstanding.

Basic net loss per share is calculated using the weighted-average number of Common Stock outstanding during the periods. Diluted net loss per share is computed by giving effect to all potential shares of Common Stock, including outstanding stock options, stock related to unvested restricted stock units, and outstanding warrants to the extent dilutive. Net loss per share, assuming dilution, is equal to basic net loss per share because the effect of dilutive securities outstanding during the periods, including options and warrants computed using the treasury stock method, is anti-dilutive.

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

	Three months ended September 30,						Nine months ended September 30,
(In thousands, except share and per share data)	2023			2022			2023			2022
Numerator:
Net loss attributable to Agrify Corporation		(2,092	)		(57,413	)		(19,224	)		(130,235	)
Denominator:
Weighted-average common shares outstanding –		1,649,741			133,526			1,426,016			129,832
Net loss per share attributable to Common Stockholders – basic and diluted	$	(1.27	)	$	(429.98	)	$	(13.48	)	$	(1,003.10	)

The Company’s potential dilutive securities, which include stock options, restricted stock units, and warrants, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of Common Shares outstanding used to calculate both basic and diluted net loss per share attributable to Common Stockholders is the same. The Company excluded the following potential Common Stock equivalents presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to Common Stockholders for the periods indicated because including them would have had an anti-dilutive effect:

	Nine months ended September 30, 2023	Nine months ended September 30, 2022
Shares subject to outstanding stock options	11,379	14,286
Shares subject to unvested restricted stock units	2,185	8,965
Shares subject to outstanding warrants	1,495,001	121,539
	1,508,565	144,790

Note 16 — Net Loss Per Share

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

(In thousands, except share and per share data)	Year Ended December 31,
(In thousands, except share and per share data)	2022			2021
Numerator:
Net loss attributable to Agrify Corporation	$	(188,173	)	$	(32,465	)
Accrued dividend attributable to Preferred A Stockholders		—			(61	)
Net loss available for Common Stockholders	$	(188,173	)	$	(32,526	)
Denominator:
Weighted-average common shares outstanding – basic and diluted(1)		208,573			95,455
Net loss per share attributable to Common Stockholders – basic and diluted(1)	$	(902.19	)	$	(340.75	)

	December 31, 2022	December 31, 2021
Shares subject to outstanding stock options	13,439	17,821
Shares subject to unvested restricted stock units	7,691	—
Shares subject to outstanding warrants	1,530,001	1,360
	1,551,131	19,181

Leases (Details) - Schedule of Maturities of Operating and Finance Lease Liabilities - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Schedule of Maturities of Operating and Finance Lease Liabilities [Abstract]
Operating Lease, 2023		$ 863
Finance Lease, 2023		171
Operating Lease, 2024		614
Finance Lease, 2024		91
Operating Lease, 2025		493
Finance Lease, 2025		50
Operating Lease, 2026		461
Finance Lease, 2026		16
Operating Lease, 2027		200
Finance Lease, 2027
Operating Lease, Total minimum lease payments		2,631
Finance Lease, Total minimum lease payments		328
Operating Lease, Less imputed interest		(310)
Finance Lease, Less imputed interest		(30)
Operating Lease, Total lease liabilities	$ 2,219	2,321
Finance Lease, Total lease liabilities		$ 298

Stock-Based Compensation and Employee Benefit Plans (Details) - Schedule of Restricted Stock Unit Activity - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Schedule of Restricted Stock Unit Activity [Abstract]
Number of Shares, Unvested Balance begining	7,691
Weighted- Average Grant Date Fair Value,Unvested Balance begining	$ 230.75
Number of Shares, Vested	(2,406)	(1,249)
Weighted- Average Grant Date Fair Value, Vested	$ 230.8	$ 365.66
Number of Shares, Forfeitures	(3,100)	(500)
Weighted- Average Grant Date Fair Value, Forfeitures	$ 230.8	$ 302.41
Number of Shares, Unvested Balance ending	2,185	7,691
Weighted- Average Grant Date Fair Value, Unvested Balance ending	$ 230.8	$ 230.75

Supplemental Consolidated Balance Sheet Information (Details) - Schedule of Accounts Receivable - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of Accounts Receivable [Abstract]
Accounts receivable, gross	$ 3,722	$ 5,675	$ 8,637
Less allowance for credit losses	(2,535)	(4,605)	(1,415)
Accounts receivable, net	$ 1,187	$ 1,070	$ 7,222

Supplemental Consolidated Balance Sheet Information (Details) - Schedule of Other Non-Current Assets - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of Other Non-Current Assets [Abstract]
Security deposits	$ 141	$ 153	$ 83
Long-term deferred commissions expense		173	1,101
Total other non-current assets	$ 141	$ 326	$ 1,184

Overview, Basis of Presentation, and Significant Accounting Policies (Details) - Schedule of Useful Lives	Sep. 30, 2023	Dec. 31, 2022
Trade names [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived useful lives	5 years	5 years
Trade names [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived useful lives	7 years	7 years
Acquired developed technology [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived useful lives	5 years	5 years
Acquired developed technology [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived useful lives	8 years	8 years
Non-compete agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived useful lives	5 years	5 years
Customer relationships [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived useful lives	5 years	5 years
Customer relationships [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived useful lives	8 years	8 years
Capitalized website costs [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived useful lives	3 years	3 years
Capitalized website costs [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived useful lives	5 years	5 years

Supplemental Consolidated Balance Sheet Information (Details) - Schedule of Allowance for Doubtful Accounts - USD ($) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Schedule of Allowance for Doubtful Accounts [Line Items]
Allowance for credit losses - beginning of period	$ 4,605	$ 1,415	$ 1,415	$ 54
Provision for doubtful accounts			3,418	1,187
Other adjustments		(228)	(228)	174
Allowance for credit losses - end of period	$ 2,535	$ 4,605	$ 4,605	$ 1,415

Stock Warrants (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Stock Warrants [Abstract]

Schedule of company’s warrant activity

The following tables present all warrant activity of the Company for the nine months ended September 30, 2023 and 2022:

	Number of Warrants		Weighted- Average Exercise Price
Warrants outstanding at December 31, 2022	1,530,001		$	38.07
Exercised	(35,000	)		—
Warrants outstanding at September 30, 2023	1,495,001		$	38.07

	Number of Warrants		Weighted- Average Exercise Price
Warrants outstanding at December 31, 2021	1,358		$	4.00
Granted	128,476			427.00
Exercised	(8,295	)		0.20
Warrants outstanding at September 30, 2022	121,539		$	451.40

The following table presents all warrant activity of the Company for the years ended December 31, 2022 and 2021:

	Number of Warrants		Weighted- Average Exercise Price
Warrants outstanding at December 31, 2020	4,141		$	4.00
Granted	1,891			4.00
Exercised	(4,672	)		4.00
Warrants outstanding at December 31, 2021	1,360			4.00
Granted	1,541,937			38.57
Exercised	(10,296	)		47.97
Canceled	(3,000	)		246.00
Warrants outstanding at December 31, 2022	1,530,001		$	38.07

Fair Value Measures (Details) - Schedule of Marketable Securities - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Current marketable securities (due within 1 year)
Amortized cost	$ 460	$ 44,550
Unrealized loss		(81)
Estimated fair value	460	44,469
Corporate bonds [Member]
Current marketable securities (due within 1 year)
Amortized cost	427	34,589
Unrealized loss		(72)
Estimated fair value	427	34,517
Mutual funds [Member]
Current marketable securities (due within 1 year)
Amortized cost	33
Unrealized loss
Estimated fair value	$ 33
Municipal bonds [Member]
Current marketable securities (due within 1 year)
Amortized cost		9,961
Unrealized loss		(9)
Estimated fair value		$ 9,952

Inventory (Details) - Schedule of Changes in Company’s Inventory Reserve - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Schedule of Changes in Company’s Inventory Reserve [Abstract]
Inventory reserves – beginning of period	$ 32,759	$ 942
(Decrease) increase in inventory reserves	(2,914)	31,817
Inventory reserves – end of period	$ 29,845	$ 32,759

Stock Warrants (Details) - Schedule of Company’s Warrant Activity - $ / shares	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Warrant [Member]
Class of Warrant or Right [Line Items]
Number of Warrants, outstanding beginning	1,530,001	1,358	1,358
Number of Warrants, Granted		128,476	1,541,937	1,891
Number of Warrants, Exercised	(35,000)	(8,295)	(10,296)	(4,672)
Number of Warrants, outstanding Ending	1,495,001	121,539	1,530,001	1,358
Weighted Average Exercise Price [Member]
Class of Warrant or Right [Line Items]
Weighted average exercise price, outstanding beginning	$ 38.07	$ 4	$ 4
Weighted Average Exercise Price, Granted		427	38.57	$ 4
Weighted Average Exercise Price, Exercised		0.2	47.97	4
Weighted Average Exercise Price, outstanding ending	$ 38.07	$ 451.4	$ 38.07	$ 4

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

3 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Dec. 31, 2022

Dec. 31, 2021

Income Statement [Abstract]

Revenue from related parties

$ 0

$ 46

$ 1,763

$ 2,417

$ 31,439

Net loss per share attributable to Common Stockholders – diluted

$ (1.27)

$ (429.98)

$ (13.48)

$ (1,003.10)

$ (902.19)

^[1]

$ (340.75)

^[1]

Weighted average common shares outstanding - diluted

16,497,411

^[2]

1,335,261

^[2]

14,260,161

^[2]

1,298,321

^[2]

208,573

^[1]

95,455

^[1]

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

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 52
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-52

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ Details

Stock Warrants (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
Stock Warrants (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Stock Warrants [Member]
Stock Warrants [Line Items]
Exercise of warrants	$ 0	$ 1,000	$ 0	$ 2,000	$ 2,000	$ 8,000

Supplemental Consolidated Balance Sheet Information (Details) - Schedule of Prepaid Expenses and Other Current Assets - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of Prepaid Expenses and Other Current Assets [Abstract]
Legal settlement receivables	$ 1,206
Prepaid insurance	669	219	$ 492
Prepaid expenses, other	124	230	541
Prepaid software	44	129	173
Prepaid materials	33	45
Deferred issuance costs, net		463
Other receivables, other	60	424	86
Total prepaid expenses and other current assets	$ 2,136	$ 1,510	$ 2,452

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

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Bluezone [Member]

Schedule of Net Purchasing (Sales) Activity [Line Items]

Net purchase

$ 5

$ 309

4D [Member]

Schedule of Net Purchasing (Sales) Activity [Line Items]

Net purchase

1,312

Enozo [Member]

Schedule of Net Purchasing (Sales) Activity [Line Items]

Net purchase

Cannae Policy Group [Member]

Schedule of Net Purchasing (Sales) Activity [Line Items]

Net purchase

Topline Performance Group [Member]

Schedule of Net Purchasing (Sales) Activity [Line Items]

Net purchase

Cannaquip [Member]

Schedule of Net Purchasing (Sales) Activity [Line Items]

Net purchase

209

NEIA [Member]

Schedule of Net Purchasing (Sales) Activity [Line Items]

Net purchase

(1,769)

(22,010)

Greenstone [Member]

Schedule of Net Purchasing (Sales) Activity [Line Items]

Net purchase

394

(9,429)

Valiant-America, LLC [Member]

Schedule of Net Purchasing (Sales) Activity [Line Items]

Net purchase

^[1]

10,520

6,048

Living Greens Farm [Member]

Schedule of Net Purchasing (Sales) Activity [Line Items]

Net purchase

$ (58)

[1]	On October 27, 2022, the Company provided notice to Valiant-America, LLC of its intention to begin winding up of Agrify-Valiant.

Stock-Based Compensation and Employee Benefit Plans (Details) - Schedule of Options Vested and Exercisable	9 Months Ended
	Sep. 30, 2023 $ / shares shares
456.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of Options \| shares	3,758
Weighted-Average Remaining Contractual Life (Years)	5 years 4 months 17 days
Weighted-Average Exercise Price (in Dollars per share) \| $ / shares	$ 456
972.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of Options \| shares	3,526
Weighted-Average Remaining Contractual Life (Years)	5 years 5 months 19 days
Weighted-Average Exercise Price (in Dollars per share) \| $ / shares	$ 972
1,536.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of Options \| shares	25
Weighted-Average Remaining Contractual Life (Years)	9 years 7 months 2 days
Weighted-Average Exercise Price (in Dollars per share) \| $ / shares	$ 1,536
1,840.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of Options \| shares	146
Weighted-Average Remaining Contractual Life (Years)	12 years 4 months 20 days
Weighted-Average Exercise Price (in Dollars per share) \| $ / shares	$ 1,840
2,768.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of Options \| shares	3,924
Weighted-Average Remaining Contractual Life (Years)	10 years 4 months 9 days
Weighted-Average Exercise Price (in Dollars per share) \| $ / shares	$ 2,768
456.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of Options \| shares	3,758
Weighted-Average Remaining Contractual Life (Years)	5 years 4 months 17 days
Weighted-Average Exercise Price (in Dollars per share) \| $ / shares	$ 456
972.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of Options \| shares	3,566
Weighted-Average Remaining Contractual Life (Years)	5 years 5 months 19 days
Weighted-Average Exercise Price (in Dollars per share) \| $ / shares	$ 972
1,536.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of Options \| shares	50
Weighted-Average Remaining Contractual Life (Years)	9 years 7 months 2 days
Weighted-Average Exercise Price (in Dollars per share) \| $ / shares	$ 1,536
1,840.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of Options \| shares	250
Weighted-Average Remaining Contractual Life (Years)	12 years 4 months 20 days
Weighted-Average Exercise Price (in Dollars per share) \| $ / shares	$ 1,840
2,768.00 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of Options \| shares	4,500
Weighted-Average Remaining Contractual Life (Years)	10 years 4 months 9 days
Weighted-Average Exercise Price (in Dollars per share) \| $ / shares	$ 2,768

Loans Receivable (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Loan Receivable [Abstract]

Schedule of Breakdown of Loans Receivable by Customer

The breakdown of loans receivable by customer as of September 30, 2023 and December 31, 2022 were as follows:

(In thousands)	September 30, 2023			December 31, 2022
Customer 139	$	14,691		$	14,691
Customer 136		—			12,457
Customer 125		9,012			9,048
Customer 24096		6,810			5,890
Other – Non-TTK Solution(1)		—			3,178
Allowance for credit losses(2)(3)		(19,215	)		(33,050	)
Total loan receivable	$	11,298		$	12,214

(1) The current portion of loan receivable is included within Note 3 — Supplemental Consolidated Balance Sheet Information, included elsewhere in the notes to the consolidated financial statements.

(2) The balance was written off at December 31, 2022 due to the cancellation of this TTK Solution project.

(3) The Company established an allowance for credit losses of approximately $14.7 million related to Bud & Mary’s ongoing litigation. Approximately $4.5 million relates to Hannah.

The breakdown of loans receivable by customer as of December 31, 2022 and 2021 were as follows:

(In thousands)	December 31, 2022			December 31, 2021
Bud & Mary’s – TTK Solution	$	14,691		$	5,542
Greenstone – TTK Solution – Greenstone is a related party because one of the Company’s former Agrify Brands employees and its VP of Engineering had a minority ownership		12,457			11,177
Company Customer Number 136 – TTK Solution		9,048			2,439
Company Customer Number 125 – TTK Solution		5,890			1,105
Company Customer Number 71 – Non-TTK Solution(1)		3,178			1,946
Company Customer Number 140 – TTK Solution(2)		—			46
TTK Solution – Allowance for doubtful accounts(3)		(33,050	)		—
Total loan receivable	$	12,214		$	22,255

(1) The current portion of loan receivable is included within Note 3 — Supplemental Consolidated Balance Sheet Information, included elsewhere in the notes to the consolidated financial statements.

(2) The balance was written off at December 31, 2022 due to the cancellation of this TTK Solution project.

(3) The Company established an allowance for doubtful accounts of approximately $14.7 million related to Bud & Mary’s ongoing litigation. Approximately $12.5 million relates to Greenstone, which is a related party because one of the Company’s former Agrify Brands employees and its VP of Engineering had a minority ownership, consisting of capital advances, accrued interest, and VFUs sales. Approximately $4.5 million relates to Hannah, and $1.4 million relates to WhiteCloud.

Stock-Based Compensation and Employee Benefit Plans (Details) - Schedule of Option Activity under the Company's Stock Option Plans - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Stock-Based Compensation and Employee Benefit Plans (Details) - Schedule of Option Activity under the Company's Stock Option Plans [Line Items]
Number of Options, Options outstanding beginning	13,439	17,822	15,666
Weighted- Average Exercise Price, Options outstanding beginning	$ 1,518.05	$ 1,436	$ 702
Aggregate Intrinsic Value, Options outstanding beginning		$ 62.64
Number of Options, Exercised	(104)
Weighted- Average Exercise Price, Exercised	$ 6.67	$ 458.42	$ 646
Number of Options, Forfeited	(83)	(2,363)	(2,151)
Weighted- Average Exercise Price, Forfeited		$ 1,018.82	$ 769
Number of Options, Expired	(54)
Weighted- Average Exercise Price, Expired	$ 1,213.74
Number of Options, Options outstanding ending	13,198	13,439	17,822
Weighted- Average Exercise Price, Options outstanding ending	$ 1,540.76	$ 1,518.05	$ 1,436
Aggregate Intrinsic Value, Options outstanding ending			$ 62.64
Weighted- Average Exercise Price, Options vested and expected		$ 1,327.13
Equity Option [Member]
Stock-Based Compensation and Employee Benefit Plans (Details) - Schedule of Option Activity under the Company's Stock Option Plans [Line Items]
Number of Options, Options vested and exercisable	11,379
Weighted- Average Exercise Price, Options vested and exercisable	$ 1,467.77
Number of Options, Options vested and expected	12,124
Weighted- Average Exercise Price, Options vested and expected	$ 1,498.89

Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Deferred Tax Assets And Liabilities [Abstract]
Net operating loss carryforward	$ 24,295	$ 12,565
Accruals, reserves, and other	20,082	2,529
Stock-based compensation	1,578	491
Fixed assets	68
Intangible Assets	3,534
Capitalized Sec. 174 R&E	1,937
Research and development tax credit carryforward	1,260	571
Lease liability	577	333
Total deferred tax assets	53,331	16,489
Valuation allowance	(52,730)	(13,852)
Net deferred tax assets	601	2,637
Fixed assets		(144)
Intangible assets		(1,888)
Debt discount
Right-of-use assets	(549)	(323)
Deferred commissions	(52)	(307)
Total deferred tax liabilities	(601)	(2,662)
Total deferred tax assets and liabilities		$ (25)

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Taxes [Abstract]

Schedule of U.S. Federal statutory tax rate and effective tax rate for financial statement purposes

The following table summarizes the significant differences between the U.S. Federal statutory tax rate and the Company’s effective tax rate for financial statement purposes for the years ended December 31, 2022 and 2021:

	Year Ended December 31,
	2022		2021
US Federal statutory tax rate	21.0	%	21.0	%
State taxes	3.2	%	3.8	%
Permanent differences and other	0.2	%	0.1	%
Debt extinguishment	(4.3	)%	1.7	%
Derivative liabilities	5.7	%	0.0	%
Stock-based compensation	(0.1	)%	(2.4	)%
Intangible Asset Impairment	(5.4	)%	0.0	%
Debt discount	0.0	%	0.0	%
Prior period adjustments to opening deferred tax	0.4	%	2.2	%
Change in valuation allowance	(20.6	)%	(26.4	)%
	0.0	%	0.0	%

Schedule of Deferred Tax Assets and Liabilities

The tax effects of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2022 and 2021 were as follows:

(In thousands)	December 31, 2022			December 31, 2021
Net operating loss carryforward	$	24,295		$	12,565
Accruals, reserves, and other		20,082			2,529
Stock-based compensation		1,578			491
Fixed assets		68			—
Intangible Assets		3,534			—
Capitalized Sec. 174 R&E		1,937			—
Research and development tax credit carryforward		1,260			571
Lease liability		577			333
Total deferred tax assets		53,331			16,489
Valuation allowance		(52,730	)		(13,852	)
Net deferred tax assets	$	601		$	2,637
Fixed assets		—			(144	)
Intangible assets		—			(1,888	)
Debt discount		—			—
Right-of-use assets		(549	)		(323	)
Deferred commissions		(52	)		(307	)
Total deferred tax liabilities	$	(601	)	$	(2,662	)
	$	—		$	(25	)

Stock-Based Compensation and Employee Benefit Plans (Details) - Schedule of Option Activity under the Company's Stock Option Plans - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of Option Activity under the Company's Stock Option Plans [Abstract]
Number of Options, Options outstanding beginning	13,439	17,822	15,666
Weighted- Average Exercise Price, Options outstanding beginning	$ 1,518.05	$ 1,436	$ 702
Aggregate Intrinsic Value, Options outstanding beginning		$ 62.64
Number of Options, Granted			7,600
Weighted- Average Exercise Price, Granted			$ 2,426
Number of Options, Exercised		(43)	(3,288)
Weighted- Average Exercise Price, Exercised	$ 6.67	$ 458.42	$ 646
Number of Options, Forfeited	(83)	(2,363)	(2,151)
Weighted- Average Exercise Price, Forfeited		$ 1,018.82	$ 769
Number of Options, Canceled		(1,977)	(5)
Weighted- Average Exercise Price, Canceled		$ 1,394.7	$ 886
Number of Options, Options outstanding ending	13,198	13,439	17,822
Weighted- Average Exercise Price, Options outstanding ending	$ 1,540.76	$ 1,518.05	$ 1,436
Aggregate Intrinsic Value, Options outstanding ending			$ 62.64
Number of Options, Options vested and exercisable ending		11,015
Weighted- Average Exercise Price, Options vested and exercisable ending		$ 1,327.13

Debt (Details) - Schedule of Short-Term and Long-Term Portion - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Short-Term [Member]
Debt (Details) - Schedule of Short-Term and Long-Term Portion [Line Items]
Principal		$ 31,975
Unamortized discount	316
Net carrying amount	316
Long-Term [Member]
Debt (Details) - Schedule of Short-Term and Long-Term Portion [Line Items]
Principal	18,509
Unamortized discount	298
Net carrying amount	18,807
Notes Payable, Net [Member]
Debt (Details) - Schedule of Short-Term and Long-Term Portion [Line Items]
Principal	18,509	$ 31,975
Unamortized discount	614
Net carrying amount	$ 19,123

Business Combinations (Details) - Schedule of Components and the Allocation of the Purchase Price - Cascade and Precision [Member] $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Purchase price consideration
Cash paid to Sinclair Members at the close	$ 23,000
Cash contributed to escrow accounts at the close	7,000
Cash paid for excess net working capital	1,430
Stock issued at the 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, non-current	(362)
Acquired intangible assets	9,889
Goodwill	45,002
Total purchase price	$ 49,918

Revenue and Deferred Revenue (Details) - Schedule of Current Deferred Revenue - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of Current Deferred Revenue [Abstract]
Deferred revenue – beginning of period	$ 4,112	$ 3,772	$ 152
Additions	3,685	13,392
Recognized	(3,718)	(13,052)	(142)
Deferred revenue – end of period	$ 4,079	$ 4,112	$ 3,772

Overview, Basis of Presentation, and Significant Accounting Policies (Details) - Schedule of Property and Equipment	Sep. 30, 2023	Dec. 31, 2022
Schedule of Property and Equipment [Line Items]
Leasehold improvements	Lower of estimated useful life or remaining lease term	Lower of estimated useful life or remaining lease term
Furniture and fixtures [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment estimated useful life	2 years	2 years
Software [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment estimated useful life	3 years	3 years
Vehicles [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment estimated useful life	5 years	5 years
Research and development laboratory equipment [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment estimated useful life	5 years	5 years
Machinery and equipment [Member] \| Minimum [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment estimated useful life	3 years	3 years
Machinery and equipment [Member] \| Maximum [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment estimated useful life	5 years	5 years
Leased equipment [Member] \| Minimum [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment estimated useful life	5 years	5 years
Leased equipment [Member] \| Maximum [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment estimated useful life	13 years	13 years
Trade show assets [Member] \| Minimum [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment estimated useful life	3 years	3 years
Trade show assets [Member] \| Maximum [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment estimated useful life	5 years	5 years

Fair Value Measures (Details) - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Assets:
Total assets	$ 4	$ 460	$ 44,728
Liabilities:
Total liabilities	2,386	5,985
Warrant liabilities - January 2022 warrants [Member]
Liabilities:
Total liabilities	3	4
Warrant liabilities - March 2022 warrants [Member]
Liabilities:
Total liabilities	15	34
Warrant liabilities - August 2022 warrants [Member]
Liabilities:
Total liabilities	38	93
Warrant liabilities - December 2022 warrants [Member]
Liabilities:
Total liabilities	2,330	5,854
Mutual funds [Member]
Assets:
Total assets		33	178
Money market funds [Member]
Assets:
Total assets	4
Corporate bonds [Member]
Assets:
Total assets		427	34,589
Level 1 [Member]
Assets:
Total assets	4	460	44,728
Liabilities:
Total liabilities
Level 1 [Member] \| Warrant liabilities - January 2022 warrants [Member]
Liabilities:
Total liabilities
Level 1 [Member] \| Warrant liabilities - March 2022 warrants [Member]
Liabilities:
Total liabilities
Level 1 [Member] \| Warrant liabilities - August 2022 warrants [Member]
Liabilities:
Total liabilities
Level 1 [Member] \| Warrant liabilities - December 2022 warrants [Member]
Liabilities:
Total liabilities
Level 1 [Member] \| Mutual funds [Member]
Assets:
Total assets		33	178
Level 1 [Member] \| Money market funds [Member]
Assets:
Total assets	4
Level 1 [Member] \| Corporate bonds [Member]
Assets:
Total assets		427	34,589
Level 2 [Member]
Assets:
Total assets
Liabilities:
Total liabilities
Level 2 [Member] \| Warrant liabilities - January 2022 warrants [Member]
Liabilities:
Total liabilities
Level 2 [Member] \| Warrant liabilities - March 2022 warrants [Member]
Liabilities:
Total liabilities
Level 2 [Member] \| Warrant liabilities - August 2022 warrants [Member]
Liabilities:
Total liabilities
Level 2 [Member] \| Warrant liabilities - December 2022 warrants [Member]
Liabilities:
Total liabilities
Level 2 [Member] \| Mutual funds [Member]
Assets:
Total assets
Level 2 [Member] \| Money market funds [Member]
Assets:
Total assets
Level 2 [Member] \| Corporate bonds [Member]
Assets:
Total assets
Level 3 [Member]
Assets:
Total assets
Liabilities:
Total liabilities	2,386	5,985
Level 3 [Member] \| Warrant liabilities - January 2022 warrants [Member]
Liabilities:
Total liabilities	3	4
Level 3 [Member] \| Warrant liabilities - March 2022 warrants [Member]
Liabilities:
Total liabilities	15	34
Level 3 [Member] \| Warrant liabilities - August 2022 warrants [Member]
Liabilities:
Total liabilities	38	93
Level 3 [Member] \| Warrant liabilities - December 2022 warrants [Member]
Liabilities:
Total liabilities	2,330	5,854
Level 3 [Member] \| Mutual funds [Member]
Assets:
Total assets
Level 3 [Member] \| Money market funds [Member]
Assets:
Total assets
Level 3 [Member] \| Corporate bonds [Member]
Assets:
Total assets

Related Parties (Details) - Schedule of Net Related Party (Payable) Receivable (Parentheticals) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Schedule of Net Related Party (Payable) Receivable [Line Items]
Net of allowance for doubtful accounts	$ 9,360	$ 0

Goodwill and Intangible Assets, Net (Details) - Schedule of Changes in Goodwill - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Changes in Goodwill [Line Items]
Goodwill – beginning of period	$ 50,090	$ 632
Goodwill acquired during period	4,368	49,458
Goodwill purchase accounting adjustment	289
Goodwill impairment loss	(54,747)
Goodwill – end of period		$ 50,090

- 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

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-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 2: 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 3: http://www.xbrl.org/2003/role/disclosureRef
-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 4: http://www.xbrl.org/2003/role/disclosureRef
-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 5: http://www.xbrl.org/2003/role/disclosureRef
-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 6: http://www.xbrl.org/2003/role/disclosureRef
-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 7: http://www.xbrl.org/2003/role/disclosureRef
-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 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-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 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Goodwill and Intangible Assets, Net (Details) - Schedule of Intangible Assets, Net - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Intangible Assets, Net [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 and Impairment, beginning	(880)	(225)
Accumulated Amortization and Impairment, Expense and Retirements, net	(16,534)	(655)
Accumulated Amortization and Impairment, ending	(17,414)	(880)
Intangible Assets, Net ending		14,072
Intangible Assets, Net beginning	14,072	1,694
Trade names [Member]
Schedule of Intangible Assets, Net [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 and Impairment, beginning	(227)	(88)
Accumulated Amortization and Impairment, Expense and Retirements, net	(2,508)	(139)
Accumulated Amortization and Impairment, ending	(2,735)	(227)
Intangible Assets, Net ending		2,191
Intangible Assets, Net beginning	2,191	842
Customer relationships [Member]
Schedule of Intangible Assets, Net [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 and Impairment, beginning	(302)	(89)
Accumulated Amortization and Impairment, Expense and Retirements, net	(6,587)	(213)
Accumulated Amortization and Impairment, ending	(6,889)	(302)
Intangible Assets, Net ending		5,874
Intangible Assets, Net beginning	5,874	761
Acquired developed technology [Member]
Schedule of Intangible Assets, Net [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 and Impairment, beginning	(191)
Accumulated Amortization and Impairment, Expense and Retirements, net	(6,152)	(191)
Accumulated Amortization and Impairment, ending	(6,343)	(191)
Intangible Assets, Net ending		4,720
Intangible Assets, Net beginning	4,720
Non-compete agreements [Member]
Schedule of Intangible Assets, Net [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 and Impairment, beginning	(60)
Accumulated Amortization and Impairment, Expense and Retirements, net	(1,142)	(60)
Accumulated Amortization and Impairment, ending	(1,202)	(60)
Intangible Assets, Net ending		1,142
Intangible Assets, Net beginning	1,142
Capitalized website costs [Member]
Schedule of Intangible Assets, Net [Line Items]
Intangible Assets, Gross beginning	245	139
Intangible Assets, Gross Additions and Retirements, net		106
Intangible Assets, Gross ending	245	245
Accumulated Amortization and Impairment, beginning	(100)	(48)
Accumulated Amortization and Impairment, Expense and Retirements, net	(145)	(52)
Accumulated Amortization and Impairment, ending	(245)	(100)
Intangible Assets, Net ending		145
Intangible Assets, Net beginning	$ 145	$ 91

Overview, Basis of Presentation, and Significant Accounting Policies

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Overview, Basis of Presentation, and Significant Accounting Policies [Abstract]

Overview, Basis of Presentation, and Significant Accounting Policies

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

Description of Business

Agrify Corporation (“Agrify” or the “Company”) is a leading provider of innovative cultivation and extraction solutions for the cannabis industry, bringing data, science, and technology to the forefront of the market. The Company’s proprietary micro-environment-controlled Agrify Vertical Farming Units (or “VFUs”) enable cultivators to produce the highest quality products with what we believe to be unmatched consistency, yield, and return investment at scale. The Company’s comprehensive extraction product line, which includes hydrocarbon, alcohol, solventless, post-processing, and lab equipment, empowers producers to maximize the quantity and quality of extract required for premium concentrates.

The Company believes it is the only company with an automated and fully integrated grow solution in the industry. The Company’s cultivation and extraction solutions seamlessly combines its integrated hardware and software offerings with a broad range of associated services including consulting, engineering, and construction and is designed to deliver the most complete commercial indoor farming solution available from a single provider. The totality of its product offerings and service capabilities forms an unrivaled ecosystem in what has historically been a highly fragmented market. As a result, the Company believes it is well-positioned to capture market share and create a dominant market position in the indoor cannabis sector.

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

The Company has nine wholly-owned subsidiaries, which are collectively referred to as the “Subsidiaries” and the Company also has ownership interests in certain companies.

Reverse Stock Splits

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

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

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

Confidentially Marketed Public Offering

Warrants will be issued separately but can only be purchased together in this Offering. Additional information regarding the Company’s December 2022 Warrants may be found in Note 4 — Fair Value Measures and Note 10 — Stockholders’ Equity, included elsewhere in the notes to the consolidated financial statements.

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

Nasdaq Deficiency Notice

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

On January 19, 2023, the Company received a new deficiency letter from the Staff of Nasdaq notifying the Company that, for the previous 30 consecutive business days, the bid price for its Common Stock had closed below $1.00 per share, which is the minimum closing price required to maintain a continued listing on The Nasdaq Capital Market under the Minimum Bid Requirement. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company had 180 calendar days to regain compliance with the Minimum Bid Requirement. To regain compliance with the Minimum Bid Requirement, the closing bid price of the Company’s Common Stock must be at least $1.00 per share for a minimum of 10 consecutive trading days during this 180-day compliance period, unless the Staff exercises its discretion to extend the minimum trading day period pursuant to Nasdaq Listing Rule 5810(c)(3)(G). On July 19, 2023, the Company received a notice from Nasdaq confirming its recompliance with the minimum bid price rule.

As disclosed in the Current Report on Form 8-K filed on April 17, 2023, the Company’s audit committee concluded that, as a result of inadvertent errors in the accounting for warrants previously issued by the Company, it was appropriate to restate the Company’s previously issued unaudited condensed consolidated interim financial statements as of and for the quarterly periods ended March 31, 2022, June 30, 2022 and September 30, 2022 included in the Company’s Quarterly Reports on Form 10-Q for such periods in amended quarterly reports for the affected periods. As a result of such restatements, the Company was unable to timely file the 2022 Form 10-K, the First Quarter 2023 Form 10-Q and the Second Quarter 2023 Form 10-Q without unreasonable effort or expense.

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

On May 17, 2023, the Company received a second notice from Nasdaq (the “May Nasdaq Notice”) that it remained noncompliant with Nasdaq Listing Rule 5250(c)(1) as a result of its failure to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “First Quarter Form 10-Q”) with the SEC by the required due date.

On August 16, 2023, the Company received a third notice from Nasdaq that it remain noncompliant with Nasdaq Listing Rule 5250(c)(1) as a result of its failure to file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023 (the “Second Quarter Form 10-Q”) with the SEC by the required filing date (the “August Nasdaq Notice” and, together with the April Nasdaq Notice and the May Nasdaq Notice, the “Nasdaq Notices”).

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

On October 17, 2023, the Company received a Staff Delisting Determination (the “Staff Determination”) from the Listing Qualifications Department of Nasdaq notifying the Company that it was not in compliance with Nasdaq’s continued listing requirements under the Listing Rule as a result of its failure to file the First Quarter Form 10-Q, the Second Quarter Form 10-Q and the Form 10-K (collectively, the “Delinquent Reports”) in a timely manner.

On November 16, 2023, the Company received a notice from Nasdaq that the Company remains noncompliant with the Listing Rule as a result of its failure to file its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023 with the SEC by the required filing date (the “November Nasdaq Notice” and, together with the April Nasdaq Notice, the May Nasdaq Notice, and the August Nasdaq Notice, the “Nasdaq Notices”).

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

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 $0.8 million from the PPP Loan. On February 18, 2022, the Company applied for forgiveness of the outstanding balance of the PPP Loan and the application was denied by the SBA on March 18,2022. However, on June 23, 2022, the Company received a letter from Bank of America agreeing to extend the maturity date to May 7, 2025 and the loan will bear interest at a rate of 1.00% per year. The PPP loan is payable in 34 equal combined monthly principal and interest payments of approximately $24 thousand that commenced on August 7, 2022.

Basis of Presentation and Principles of Consolidation

Accounting for Wholly-Owned Subsidiaries

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

Accounting for Less Than Wholly-Owned Subsidiaries

For the Company’s less than wholly-owned subsidiaries, which include, Agrify-Valiant LLC (“Agrify-Valiant”), and Agrify Brands, LLC (“Agrify Brands”), the Company first analyzes whether these entities are a variable interest entity (a “VIE”) in accordance with ASC Topic 810, Consolidation (“ASC 810”), and if so, whether the Company is the primary beneficiary requiring consolidation. A VIE is an entity that has (i) insufficient equity to permit 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 of these entities, the Company has determined that Agrify-Valiant and Agrify Brands are each a VIE, and that the Company is the primary beneficiary. While the Company owns 60% of Agrify-Valiant’s equity interests and 75% of Agrify Brand’s equity interests, the remaining equity interests in Agrify-Valiant and Agrify Brands 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 and Agrify Brands under the VIE rules and reflects the third parties’ interests in the consolidated financial statements as a non-controlling interest. The Company records this non-controlling interest at its initial fair value, adjusting the basis prospectively for the third parties’ share of the respective consolidated investments’ net income or loss or equity contributions and distributions. These non-controlling interests are not redeemable by the equity holders and are presented as part of permanent equity. Income and losses are allocated to the non-controlling interest holders based on its economic ownership percentage.

Going Concern

In accordance with the FASB Accounting Standards Update (“ASU”) 2014-15, “Presentation of Financial Statements — Going Concern”, the Company’s management evaluated whether there are conditions or events that raise substantial doubt about its ability to continue as a going concern within one year after the financial statements’ issuance date. The following matters raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued.

The Company has incurred operating losses since its inception and has negative cash flows from operations and a working capital deficiency. The Company also has an accumulated deficit of $266 million as of September 30, 2023. The Company’s primary sources of liquidity are its cash and cash equivalents and marketable securities, with additional liquidity accessible, subject to market conditions and other factors, including limitations that may apply to the Company under applicable SEC regulations, from the capital markets, including under its at-the-market continuous equity offering (“ATM” or ATM Program”).

As of September 30, 2023, the Company had $0.2 million of cash, cash equivalents, and marketable securities. The Company had no restricted cash as of September 30, 2023. As of December 31, 2022 the Company’s restricted cash balance of $10.0 million was associated with its new senior secured note (the “Exchange Note”). Current liabilities were $41.4 million as of September 30, 2023. Additional information regarding the Company’s Exchange Note may be found in Note 8 — Debt, included elsewhere in the notes to the consolidated financial statements.

as those defined by the SEC and the ATM Program agreement. In 2022, the Company sold 306,628 shares of Common Stock under the ATM at an average price of $50.85, resulting in gross proceeds of $15.6 million and net proceeds $15.1 million after commissions and fees to the Agent totaling $0.5 million and legal fees totaling $0.1 million. As of April 1, 2023, after which time the ATM program was discontinued, the Company sold an additional 323,082 shares of Common Stock under the ATM at an average price of $4.93, resulting in gross proceeds of $1.6 million and net proceeds of $1.6 million after commissions and fees to the Agent totaling $48 thousand. $3.0 million of the proceeds under the ATM Program were used to repay amounts due to High Trail Special Situations LLC (the “Investor”) under the Exchange Note. The Company used 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. Due to the late filing of the Company’s Annual Report on Form 10-K, the Company is no longer eligible to utilize the registration statement on Form S-3 relating to the ATM Program.

Use of Estimates

The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting period. Significant estimates include assumptions about collection of accounts and notes receivable, the valuation and recognition of stock-based compensation expense, valuation allowance for deferred tax assets, the valuation of inventory, and useful life of fixed assets and intangible assets. The Company bases its estimates on historical experience, known trends and other market-specific information, 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.

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 filing, the Company has reclassified selling, general and administrative expenses to two separate line items in the accompanying consolidated statements of operations as general and administrative expenses and selling and marketing expenses for the three months ended September 30, 2023 and 2022.

In addition, the Company effected a 1-for-10 reverse stock split of its Common Stock on October 18, 2022 and a 1-for-20 reverse stock split of its Common Stock on July 5, 2023. 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. The shares of Common Stock retained a par value of $0.001 per share. Accordingly, the Stockholders’ equity section of the Consolidated Balance Sheet reflects the reverse stock split by reclassifying from “Common Stock” to “Additional paid-in capital” an amount equal to the par value of the decreased shares resulting from the reverse stock split.

Cash and Cash Equivalents

Cash and cash equivalents consist principally of cash and deposits with maturities of three months or less as of September 30, 2023 and December 31, 2022. All cash equivalents are carried at cost, which approximates fair value.

Marketable Securities

securities and are recorded at amortized cost in the accompanying consolidated balance sheets. The fair value of these investments was estimated using recently executed transactions and market price quotations. The Company considers current assets to be those investments that will mature within the next 12 months, including interest receivable on long-term bonds.

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 consolidated statements of operations.

Concentration of Credit Risk and Significant Customer

Financial instruments that potentially subject the Company to a concentration of credit risk primarily consist of cash, cash equivalents, restricted cash, marketable securities, and accounts receivable. Cash equivalents primarily consist of money market funds with original maturities of three months or less, which are invested primarily with U.S. financial institutions. Cash deposits with financial institutions, including restricted cash, 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.

The tables below show customers who account for 10% or more of the Company’s total revenues and 10% or more of the Company’s accounts receivable for the periods presented:

Revenue

For the three and nine months ended September 30, 2023 and 2022, the Company’s customers that accounted for 10% or more of the total revenue were as follows:

	Three months ended September 30, 2023		Three months ended September 30, 2022				Nine months ended September 30, 2023				Nine months ended September 30, 2022
(In thousands)	Amount	% of Total Revenue	Amount		% of Total Revenue		Amount		% of Total Revenue		Amount		% of Total Revenue
Company Customer Number – 136	*	*	$	908	12.9	%	$	1,930	13.8	%	$	7,054	13.5	%
Company Customer Number – 125	*	*		*	*		$	1,855	13.2	%		*	*
Company Customer Number – 139	*	*		*	*			*	*		$	8,590	16.4	%

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

Accounts Receivable, Net

As of September 30, 2023 and December 31, 2022, the Company’s customers that accounted for 10% or more of the total accounts receivable, net, were as follows:

	As of September 30, 2023				As of December 31, 2022
(In thousands)	Amount		% of Total Accounts		Amount		% of Total Accounts
Company Customer Number – 15095	$	718	60.5	%	$	352	32.9	%
Company Customer Number – 15874	$	405	34.1	%		*	*
Company Customer Number – 16491		*	*		$	123	11.5	%
Company Customer Number – 10888		*	*		$	251	23.5	%

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

Inventories

The Company values all 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.

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 of laboratory equipment		5
Machinery and equipment		3 to 5
Leased equipment		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 of assets, the carrying cost of these assets and related accumulated depreciation or amortization are eliminated from the consolidated balance sheet and any resulting gain or loss are included in the consolidated statements 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. During construction, costs are accumulated in a construction-in-progress account, with no depreciation. Upon completion, costs are transferred to the appropriate asset account, and depreciation begins when the asset is placed into service.

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 on its interim testing, the Company noted that the carrying value of equity exceeded the calculated fair value by an amount greater than the aggregate value of our goodwill. Accordingly, the Company concluded that the entire carrying value of its goodwill was impaired, resulting in a second-quarter impairment charge of $54.7 million in 2022. Additional information regarding the Company’s interim testing on goodwill may be found in Note 7 — Goodwill and Intangible Assets, Net, included elsewhere in the notes to the consolidated financial statements.

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 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 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 the 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.

Based on its interim testing, the Company noted that the carrying value of equity exceeded the calculated fair value by an amount greater than the aggregate value of our intangible assets. Accordingly, the Company concluded that the entire carrying value of its intangible assets should be impaired, resulting in a second-quarter impairment charge of $15.2 million in 2022. Additional information regarding the Company’s interim testing on intangible assets may be found in Note 7 — Goodwill and Intangible Assets, Net, included elsewhere in the notes to the consolidated financial statements.

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 (“ASC 815”). The accounting treatment of derivative financial instruments requires that the Company identify and record certain 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.

Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all its financial instruments, including issued private placement stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. Management’s assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock among other conditions for equity classification.

For issued or modified warrants that meet all of the criteria for equity classification, they are recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that are precluded from equity classification, they are recorded as a liability at their initial fair value on the date of issuance and subject to remeasurement on each balance sheet date with changes in the estimated fair value of the warrants to be recognized as an unrealized gain or loss in the consolidated statements of operations.

On August 18, 2022, the Company reached an agreement with its institutional lender to amend its existing Securities Purchase Agreement and entered into a Securities Exchange Agreement (the “August 2022 Exchange Agreement”). Pursuant to the August 2022 Exchange Agreement, the Company issued a new warrant to purchase 71,139 shares of Common Stock (the “Note Exchange Warrant”) and modified an existing warrant (the “SPA Warrant”) to purchase up to an aggregate of 34,406 shares of Common Stock. The Company exchanged the SPA Warrant for a new warrant for the same number of underlying shares but with a reduced exercise price (the “Modified Warrants” and, collectively with the Note Exchange Warrant, the “August 2022 Warrants”). Additional information regarding the August 2022 Exchange Agreement and August 2022 Warrants may be found in Note 4 — Fair Value Measures and Note 9 — Debt, included elsewhere in the notes to the consolidated financial statements.

Additionally, on April 18, 2023, the Company modified the exercise price of certain warrants, to reduce this from $13.00 per share to $3.45 per share.

Debt Issuance Costs and Debt Discount

The Company may record debt issuance costs and/or debt discounts in connection with the issuance of debt. The Company may cover these costs by paying cash or issuing 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

Certain convertible debt issued by the Company, 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.

Leases

The Company determines at the inception of an 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 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 an expense on a straight-line basis over the lease term.

The Company’s 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 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 includes amounts collected or billed in excess of revenue that the Company can recognize. The Company recognizes deferred revenue and non-current 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 consolidated balance sheet.

Fair Value of Financial Instruments

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

Stock-Based Compensation

The Company measures all stock options and other stock-based awards granted to employees, directors and consultants 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 consolidated statements of operations in the same manner in which the award recipient’s payroll costs are classified.

The Company estimates the fair value of each stock option grant on the date of the 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

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 the 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 the consolidated statements of operations. Additional information regarding the Company’s contingent consideration arrangements may be found in Note 4 — Fair Value Measures, included elsewhere in the notes to the consolidated financial statements.

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 is probable. Specifically, the Company obtains written/electronic signatures on contracts and purchase orders, 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 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 the 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 nine months ended September 30, 2023 and 2022, 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 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.

Accounts receivable 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 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 $0.6 million and $0.6 million for September 30, 2023 and December 31, 2022, respectively. The Company’s reserve for warranty returns is included in accrued expenses and other current liabilities in its consolidated balance sheets. Additional information regarding the Company’s warranty reserve may be found in Note 3 — Supplemental Consolidated Balance Sheet Information, included elsewhere in the notes to the consolidated financial statements.

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™ cultivation software (“Agrify Insights™”).

Capitalization of Internal Software Development Costs

The Company capitalizes certain software engineering efforts related to the continued development of Agrify Insights™ under ASC Topic 350-40 The costs incurred in the preliminary stages of development are expensed as incurred as research costs. Once the application has reached the development stage, internal and external costs incurred to develop internal-use software are capitalized and amortized on a straight-line basis over the estimated useful life of the software. Maintenance and enhancement costs, including those costs in the post-implementation stages, are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the software that result in added functionality, in which case the costs are capitalized and amortized on a straight-line basis over the estimated useful life of the software. 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. The estimated useful life of capitalized internal-use software ranges from two to five years.

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 tax asset will not be realized.

a tax position is recognized in the 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.

The Company recognizes the benefit of a tax position when it is effectively settled. ASC 740-10-25-10, 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.

The Company’s quarterly provision for income taxes is measured using an annual effective tax rate, adjusted for discrete items within the period presented. To determine the annual effective tax rate, the Company estimates both the total income (loss) before income taxes for the full year and the jurisdictions in which that income (loss) is subject to tax. The actual effective tax rate for the full year may differ from these estimates if income (loss) before income taxes is greater than or less than what was estimated or if the allocation of income (loss) to jurisdictions in which it is taxed is different from the estimated allocations.

The provision for income taxes represents Federal and state and local income taxes. The effective rate differs from statutory rates due to the effect of certain nondeductible expenses. Our effective tax rate will change from quarter to quarter based on recurring and non-recurring factors including, but not limited to, the geographical mix of earnings, enacted tax legislation, and state and local income taxes. In addition, changes in judgment from the evaluation of new information resulting in the recognition de-recognition or re-measurement of a tax position taken in a prior annual period is recognized separately in the quarter of the change.

Tax contingencies are recorded, if needed, to address potential exposure involving tax positions the Company has taken that could be challenged by tax authorities. These potential exposures could result from applications of various statutes, rules, regulations and interpretations. Any estimates of tax contingencies contain assumptions and judgments about potential actions by taxing jurisdictions. Any interest and penalties related to uncertain tax positions would be included as part of the income tax provision. The Company’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analysis of or changes in tax laws, regulations and interpretations thereof as well as other factors.

Net Loss Per Share

The Company presents basic and diluted net loss per share attributable to Common Stockholders in conformity with the two-class method required for participating securities. The Company computes basic loss per share by dividing net loss available to Common Stockholders by the weighted-average number of common shares outstanding. Net loss available to Common Stockholders represents net loss attributable to Common Stockholders reduced by the allocation of earnings to participating securities. Losses are not allocated to participating securities as the holders of the participating securities do not have a contractual obligation to share in any losses. Diluted loss per share adjusts basic loss per share for the potentially dilutive impact of stock options and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities including stock options and warrants, are anti-dilutive, and accordingly, basic net loss per share equals diluted net loss per share.

Net loss per share calculations for all periods have been adjusted to reflect the reverse stock splits effected on October 18, 2022 and July 5, 2023. Net loss per share was calculated based on the weighted-average number of Common Stock outstanding.

Recently Adopted Accounting Pronouncements

In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20), and Derivatives and Hedging — Contracts in an 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 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 Company adopted this standard as of January 1, 2022. The adoption of this new accounting guidance had no impact on the Company’s consolidated financial position.

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 for fiscal years beginning after December 15, 2022. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of this standard did not have a material impact on these condensed consolidated financial statements.

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 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 Company adopted ASU 2021-08 on January 1, 2023. The adoption of this standard did not have a material impact on these condensed consolidated financial statements.

Other recent accounting pronouncements did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

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

Description of Business

The Company has nine wholly-owned subsidiaries, which are collectively referred to as the “Subsidiaries” and the Company also has ownership interests in certain companies. (Please refer to Exhibit 21.1 for further details.)

Reverse Stock Splits

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 Annual Report on Form 10-K 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 Securities Exchange Commission (“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 by the Company 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 working capital needs, to support revenue growth, increase inventory to meet customer demand forecasts, and 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 31,945 shares and the total net proceeds received in connection with the February Offering to approximately $80 million, after deducting underwriting discounts and offering expenses. The Company used the net proceeds from the IPO for its working capital needs, to support revenue growth, increase inventory, meet customer demand forecasts, and support operational growth.

Confidentially Marketed Public Offering

On December 16, 2022, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Canaccord Genuity LLC as the underwriter, pursuant to which the Company agreed to issue and sell an aggregate of 594,232 shares of its Common Stock, and, in lieu of Common Stock to certain investors that so chose, pre-funded warrants (the “Pre-Funded 2022 Warrants”) to purchase 75,000 shares of our Common Stock, and accompanying warrants (the “December 2022 Warrants”) to purchase 1,338,462 shares of the Company’s Common Stock (the “Offering”). The shares of Common Stock (or Pre-Funded 2022 Warrants) and the accompanying December 2022 Warrants will be issued separately but can only be purchased together in this Offering. Additional information regarding the Company’s December 2022 Warrants may be found in Note 4 — Fair Value Measures and Note 12 — Stockholders’ Equity, included elsewhere in the notes to the consolidated financial statements.

Nasdaq Deficiency Notice

for a minimum of 10 consecutive trading days during this 180-day compliance period, unless the Staff exercises its discretion to extend the minimum trading day period pursuant to Nasdaq Listing Rule 5810(c)(3)(G). On July 19, 2023, the Company received a notice from Nasdaq confirming its recompliance with the minimum bid price rule.

The Paycheck Protection Program

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

In July 2020, the Company received a separate PPP loan in the amount of $45,000. In September 2021, this loan was 100% forgiven by the SBA. The forgiveness of this loan is reflected in the 2021 Consolidated Statement of Operations as a gain on forgiveness.

Basis of Presentation and Principles of Consolidation

Accounting for Wholly-Owned Subsidiaries

Accounting for Less Than Wholly-Owned Subsidiaries

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

Going Concern

In accordance with the FASB Accounting Standards Update (“ASU”) 2014-15, “Presentation of Financial Statements — Going Concern,” the Company’s management evaluated whether there are conditions or events that raise substantial doubt about its ability to continue as a going concern within one year after the consolidated financial statements’ issuance date. The following matters raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements are issued.

The Company has incurred operating losses since its inception, has negative cash flows from operations and a working capital deficiency. The Company also has an accumulated deficit of approximately $247.1 million as of December 31, 2022. The Company’s primary sources of liquidity are its cash and cash equivalents and marketable securities, with additional liquidity accessible, subject to market conditions and other factors, including limitations that may apply to the Company under applicable SEC regulations, from the capital markets, including under its at-the-market continuous equity offering (“ATM” or “ATM Program”).

As of December 31, 2022, the Company had $20.5 million of cash, cash equivalents, and restricted cash. The Company’s restricted cash is associated with its senior secured note (the “Exchange Note”) and was $10.0 million as of December 31, 2022. Additional information regarding the Company’s Exchange Note may be found in Note 9 — Debt, included elsewhere in the notes to the consolidated financial statements.

On October 18, 2022, the Company entered into the ATM Program with Canaccord Genuity LLC (the “Agent”) pursuant to which it may issue and sell, from time to time, shares of its Common Stock having an aggregate offering price of up to $50 million, depending on market demand, with the Agent acting as an agent for sales. The ATM Program allowed 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. As of December 31, 2022, the Company sold 306,628 shares of Common Stock under the ATM Program at an average price of $50.85 per share, resulting in gross proceeds of $15.6 million, and net proceeds of $15.0 million after commissions and fees to the Agent totaling $468 thousand and legal fees totaling $75 thousand. Subsequent to December 31, 2022 through April 1, 2023, after which time the ATM program was discontinued, the Company sold an additional 323,082 shares of Common Stock under the ATM at an average price of $4.93, resulting in gross proceeds of $1.6 million and net proceeds of $1.6 million after commissions and fees to the Agent totaling $48 thousand. $3.0 million of the proceeds under the ATM Program were used to repay amounts due to the Investor under the Exchange Note. The Company used 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. Due to the late filing of this Annual Report on Form 10-K, the Company is no longer eligible to utilize the registration statement on Form S-3 relating to the ATM Program.

These consolidated financial statements have been prepared on a going concern basis, which implies the Company believes these conditions raise substantial doubt about its ability to continue as a going concern within the next twelve-months from the date these consolidated financial statements are available to be issued. The Company’s continuation as a going concern is dependent upon its ability to obtain the necessary debt or equity financing to continue operations until the Company begins generating sufficient cash flows from operations to meet its obligations. If the Company is unable raise additional funds, it may be forced to cease operations.

There is no assurance that the Company will ever be profitable. The consolidated financial statements do not include any adjustments to reflect the potential future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

Use of Estimates

Reclassifications

Certain amounts in the Company’s prior period consolidated financial statements have been reclassified to conform to the presentation of the current period consolidated financial statements. In this filing, the Company has reclassified selling, general and administrative expenses to two separate line items in the accompanying consolidated statements of operations as general and administrative expenses and selling and marketing expenses for the years ended December 31, 2022 and 2021.

Cash, Cash Equivalents, and Restricted Cash

Cash and cash equivalents consists principally of cash and deposits with maturities of three months or less as of December 31, 2022 and 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 Notes. Accordingly, these balances contain restrictions as to their availability and usage and are classified as restricted cash in the consolidated balance sheets. Additional information relating to the Company’s Notes may be found in Note 9 — Debt, included elsewhere in the notes to the consolidated financial statements.

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 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 consolidated balance sheets. The fair value of these investments was estimated using recently executed transactions and market price quotations. The Company considers current assets to be those investments that will mature within the next 12 months, including interest receivable on long-term bonds.

Accounts Receivable, Net

Concentration of Credit Risk and Significant Customer

The tables below show customers who account for 10% or more of the Company’s total revenues and 10% or more of the Company’s accounts receivable for the periods presented.

Revenue

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

(In thousands)	Year Ended December 31, 2022				Year Ended December 31, 2021
(In thousands)	Amount		% of Total Revenue		Amount		% of Total Revenue
New England Innovation Academy (“NEIA”) – Related Party		*	*		$	22,010	36.8	%
Greenstone Holdings (“Greenstone”) – Greenstone is a related party because one of the Company’s former Agrify Brands employees and its VP of Engineering had a minority ownership		*	*		$	9,429	15.8	%
Company Customer Number – 136	$	8,005	13.8	%		*	*
Company Customer Number – 139	$	8,761	15.0	%		*	*

____________

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

Accounts Receivable, Net

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

(In thousands)	As of December 31, 2022				As of December 31, 2021
(In thousands)	Amount		% of Total Accounts Receivable		Amount		% of Total Accounts Receivable
NEIA – Related Party		*	*		$	3,498	48.4	%
Company Customer Number – 126(1)		*	*		$	1,541	21.3	%
Company Customer Number – 15095	$	352	32.9	%		*	*
Company Customer Number – 10888	$	251	23.5	%		*	*
Company Customer Number – 16491	$	123	11.5	%		*	*

____________

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

(1) The accounts receivable balance was fully reserved at December 31, 2022 due to an ongoing dispute with the customer.

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		5 to 13
Trade show assets		3 to 5
Leasehold improvements		Lower of estimated useful life or remaining lease term

Goodwill

Based on its interim testing, the Company noted that the carrying value of equity exceeded the calculated fair value by an amount greater than the aggregate value of our goodwill. Accordingly, the Company concluded that the entire carrying value of its goodwill was impaired, resulting in a second-quarter impairment charge of $54.7 million. Additional information regarding the Company’s interim testing on goodwill may be found in Note 7 — Goodwill and Intangible Assets, Net, included elsewhere in the notes to the consolidated financial statements.

Intangible Assets

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 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

Based on its interim testing, the Company noted that the carrying value of equity exceeded the calculated fair value by an amount greater than the aggregate value of our intangible assets. Accordingly, the Company concluded that the entire carrying value of its intangible assets should be impaired, resulting in a second-quarter impairment charge of $15.2 million. Additional information regarding the Company’s interim testing on intangible assets may be found in Note 7 — Goodwill and Intangible Assets, Net, included elsewhere in the notes to the consolidated financial statements.

Convertible Notes Payable

If the Company determines that an instrument is not a derivative liability, it then evaluates whether there is a BCF, by comparing the commitment date fair value to the effective current conversion price of the instrument. The Company records a BCF as a 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. Additionally, adoption of ASU 2020-06 simplifies the accounting for convertible instruments by eliminating the cash conversion and the BCF accounting models for convertible debt and convertible preferred stock.

Warrant Liabilities

Debt Issuance Costs and Debt Discount

Original Issue Discount

Certain convertible debt issued by the Company 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.

Leases

Deferred Revenue

Fair Value of Financial Instruments

Stock-Based Compensation

The Company measures all stock options and other stock-based awards granted to employees, directors, and consultants, 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 consolidated statements of operations in the same manner in which the award recipient’s payroll costs are classified.

Business Combinations

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.

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 is probable. Specifically, the Company obtains written/electronic signatures on contracts and purchase orders, if said purchase orders are issued in the normal course of business by the customer.

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 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.

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 it is 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 years ended December 31, 2022 and 2021, the Company did not have any such financial income.

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 receivable 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.

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 $553 thousand and $398 thousand for December 31, 2022 and 2021, respectively. The Company’s reserve for warranty returns is included in accrued expenses and other current liabilities in its consolidated balance sheets. Additional information regarding the Company’s warranty reserve may be found in Note 3 — Supplemental Consolidated Balance Sheet Information, included elsewhere in the notes to the consolidated financial statements.

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™ cultivation software (“Agrify Insights™”).

Capitalization of Internal Software Development Costs

The Company capitalizes certain software engineering efforts related to the continued development of Agrify Insights™ 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.

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 tax asset will not be realized.

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 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 December 31, 2022, tax years 2017 through 2021 remain open for audit by the Internal Revenue Service (“IRS”). 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.

For the year ended December 31, 2021, the Company recorded a deferred tax liability of approximately $25 thousand, comprised of its change in deferred tax liability during the year related to its indefinite-lived intangible asset balance. The indefinite-lived intangibles are not all available as a source of income and thus are not fully available to offset the Company’s deferred tax assets. As of December 31, 2022, the Company has federal and state net operating loss (“NOL”) carryforwards of approximately $96.7 million and $71.6 million, respectively. There was no federal income tax expense for the years ended December 31, 2022 and 2021 due to the Company’s net losses.

Net Loss Per Share

Net loss per share calculations for all periods have been adjusted to reflect the reverse stock splits effected on January 12, 2021, October 18, 2022 and July 5, 2023. Net loss per share was calculated based on the weighted-average number of Common Stock outstanding.

Recently Adopted Accounting Pronouncements

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 for fiscal years beginning after December 15, 2022. The Company does not expect that the application of ASU No. 2016-13 will have a material impact on the presentation of its results of operations, financial position, or 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 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 Company does not expect that the application of ASU 2021-08 will have a material impact on the presentation of its results of operations, financial position, or disclosures.

Other recent accounting pronouncements did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

Supplemental Consolidated Balance Sheet Information (Details) - Schedule of Accounts Receivable - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Schedule of Accounts Receivable [Abstract]
Accounts receivable, gross	$ 3,722	$ 5,675		$ 8,637
Less allowance for doubtful accounts	(2,535)	(4,605)	$ (1,415)	(1,415)	$ (54)
Accounts receivable, net	$ 1,187	$ 1,070		$ 7,222

Goodwill and Intangible Assets, Net (Details) - Schedule of Changes in Goodwill - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Changes in Goodwill [Abstract]
Goodwill – beginning of period	$ 50,090	$ 632
Goodwill acquired during period	4,368	49,458
Goodwill purchase accounting adjustment	289
Goodwill impairment loss	(54,747)
Goodwill – end of period		$ 50,090

- Definition

+ References + Details

- 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

Convertible Promissory Notes

12 Months Ended

Dec. 31, 2022

Convertible Promissory Notes [Abstract]

Convertible Promissory Notes

Note 11 — 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 per share.

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 $19.7 million (inclusive of $13.1 million of principal and $7.1 million of derivative liabilities, less $587 thousand of debt discount) and the recognition of the $17.0 million fair value of the new convertible notes (including the same principal amount of $13.1 million plus the $3.9 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.

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

3 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Dec. 31, 2022

Dec. 31, 2021

Income Statement [Abstract]

Revenue

$ 3,139

$ 7,019

$ 14,009

$ 52,369

$ 58,259

$ 59,859

Cost of goods sold

2,165

11,135

11,447

50,703

90,054

54,625

Gross profit (loss)

974

(4,116)

2,562

1,666

(31,795)

5,234

General and administrative

4,321

24,126

16,066

53,263

73,354

30,807

Selling and marketing

812

2,160

3,522

6,582

9,338

4,163

Research and development

486

1,747

1,864

6,269

8,179

3,925

Change in contingent consideration

(602)

(1,322)

(1,509)

(2,156)

1,412

Gain on disposal

(67)

(62)

Impairment of property and equipment

2,912

Impairment of goodwill and intangible assets

69,904

Total operating expenses

5,552

27,431

20,068

134,509

161,531

40,307

Loss from operations

(4,578)

(31,547)

(17,506)

(132,843)

(193,326)

(35,073)

Interest expense, net

(363)

(4,654)

(1,562)

(7,404)

(8,750)

Other expense, net

874

1,506

874

1,506

1,316

(31)

Change in fair value of warrant liabilities

1,975

16,268

3,599

47,234

51,461

Gain on forgiveness of PPP loan

Loss on extinguishment of notes payable

(38,985)

(4,631)

(38,985)

2,685

Other (expense) income, net

2,486

(25,865)

(1,720)

2,351

5,042

2,773

Net loss before income taxes

(2,092)

(57,412)

(19,226)

(130,492)

(188,284)

(32,300)

Income tax benefit

262

(23)

(25)

Net loss

(2,092)

(57,412)

(19,226)

(130,230)

(188,307)

(32,325)

(Loss) income attributable to non-controlling interest

(1)

(5)

134

(140)

Net loss attributable to Agrify Corporation

$ (2,092)

$ (57,413)

$ (19,224)

$ (130,235)

$ (188,173)

$ (32,465)

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

$ (1.27)

$ (429.98)

$ (13.48)

$ (1,003.1)

$ (902.19)

^[1]

$ (340.75)

^[1]

Weighted average common shares outstanding - basic (in Shares)

1,649,741

^[2]

133,526

^[2]

1,426,016

^[2]

129,832

^[2]

208,573

^[1]

95,455

^[1]

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

Business Combinations (Tables)

12 Months Ended

Dec. 31, 2022

PurePressure [Member]

Business Combinations (Tables) [Line Items]

Schedule of components and the allocation of the purchase price

The Company has prepared purchase price allocations for the business combination. The following table sets forth the components and the allocation of the purchase price for the business combination:

(In thousands)
Purchase price consideration
Closing proceeds	$	4,002
Transaction expenses		80
Closing buyer shares		1,904
Holdback buyer shares		816
Earn-out consideration		1,420
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, non-current		(35	)
Operating lease liabilities, current		(112	)
Operating lease liabilities, non-current		(192	)
Acquired intangible assets		2,462
Goodwill		4,368
Total purchase price	$	7,967

(In thousands)
Purchase price consideration
Closing proceeds	$	3,613
Indebtedness paid		320
Transaction expenses		115
Closing buyer shares		2,211
Holdback buyer shares		654
Earn-out consideration		707
Working capital adjustment		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, non-current		(74	)
Finance lease liabilities, current		(4	)
Finance lease liabilities, non-current		(10	)
Notes payable, current		(260	)
Notes payable, non-current		(12	)
Acquired intangible assets		3,037
Goodwill		4,542
Total purchase price	$	7,950

Precision and Cascade [Member]

Business Combinations (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
Cash paid to Sinclair Members at the close	$	23,000
Cash contributed to escrow accounts at the close		7,000
Cash paid for excess net working capital		1,430
Stock issued at the 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, non-current		(362	)
Acquired intangible assets		9,889
Goodwill		45,002
Total purchase price	$	49,918

Precision and Cascade [Member]

Business Combinations (Tables) [Line Items]

Schedule of intangible assets consist of trade names, technology, and customer relationships

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

(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

Goodwill and Intangible Assets, Net

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Goodwill and Intangible Assets, Net [Abstract]

Goodwill and Intangible Assets, Net

Note 7 — Goodwill and Intangible Assets, Net

Intangible assets are initially recorded at fair value and tested periodically for impairment. Goodwill represents the excess of the purchase price over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination and is tested at least annually for impairment. The Company performs its goodwill impairment testing annually during the fourth quarter, or sooner if indicators or if circumstances were to occur that would more likely than not reduce the fair value of the Company’s reporting unit below its carrying amount. The Company would recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill.

The Company has concluded that there was an impairment-triggering event during the quarter ended June 30, 2022 that required the Company to perform a detailed analysis of the current carrying value of its goodwill and intangible assets. For goodwill and intangible asset impairment testing purposes, the Company has one reporting unit.

During the quarter ended June 30, 2022, the Company’s market capitalization fell below total net assets. In addition, financial performance continued to weaken during the quarter, which was contrary to prior experience. Management reassessed business performance expectations following persistent adverse developments in equity markets, deterioration in the environment in which the Company operates, lower-than-expected sales, and an increase in operating expenses. These indicators, in the aggregate, required impairment testing for goodwill and intangible assets.

Based on the results of this testing, the Company determined that the carrying values of the aggregate value of its goodwill and intangible assets were not recoverable. The Company recorded impairment charges during the second quarter of 2022, representing a full impairment of the carrying value of its goodwill and intangible assets. The Company recorded an impairment charge of approximately $69.9 million, representing the carrying values of goodwill and intangible assets, which totaled $54.7 million and $15.2 million, respectively.

Changes in goodwill consisted of the following:

(In thousands)	Year ended December 31, 2022
Goodwill – beginning of period	$	50,090
Goodwill acquired during period		4,368
Goodwill purchase accounting adjustment		289
Goodwill impairment loss		(54,747	)
Goodwill – end of period	$	—

Intangible assets, net as of December 31, 2022 were as follows:

	Intangible Assets, Gross						Accumulated Amortization and Impairment									Intangible Assets, Net
(In thousands)	January 1, 2022		Additions and Retirements, net		December 31, 2022		January 1, 2022			Expense and Retirements, net			December 31, 2022			January 1, 2022		December 31, 2022
Trade names	$	2,418	$	317	$	2,735	$	(227	)	$	(2,508	)	$	(2,735	)	$	2,191	$	—
Customer relationships		6,176		713		6,889		(302	)		(6,587	)		(6,889	)		5,874		—
Acquired developed Technology		4,911		1,432		6,343		(191	)		(6,152	)		(6,343	)		4,720		—
Non-compete		1,202		—		1,202		(60	)		(1,142	)		(1,202	)		1,142		—
Capitalized website costs		245		—		245		(100	)		(145	)		(245	)		145		—
Total	$	14,952	$	2,462	$	17,414	$	(880	)	$	(16,534	)	$	(17,414	)	$	14,072	$	—

Note 7 — Goodwill and Intangible Assets, Net

Changes in goodwill consisted of the following:

	Year Ended December 31,
(In thousands)	2022			2021
Goodwill – beginning of period	$	50,090		$	632
Goodwill acquired during period		4,368			49,458
Goodwill purchase accounting adjustment		289			—
Goodwill impairment loss		(54,747	)		—
Goodwill – end of period	$	—		$	50,090

Intangible assets, net as of December 31, 2022 were as follows:

	Intangible Assets, Gross						Accumulated Amortization and Impairment									Intangible Assets, Net
(In thousands)	January 1, 2022		Additions		December 31, 2022		January 1, 2022			Expense and Impairments, net			December 31, 2022			January 1, 2022		December 31, 2022
Trade names	$	2,418	$	317	$	2,735	$	(227	)	$	(2,508	)	$	(2,735	)	$	2,191	$	—
Customer relationships		6,176		713		6,889		(302	)		(6,587	)		(6,889	)		5,874		—
Acquired developed technology		4,911		1,432		6,343		(191	)		(6,152	)		(6,343	)		4,720		—
Non-compete agreements		1,202		—		1,202		(60	)		(1,142	)		(1,202	)		1,142		—
Capitalized website costs		245		—		245		(100	)		(145	)		(245	)		145		—
Total	$	14,952	$	2,462	$	17,414	$	(880	)	$	(16,534	)	$	(17,414	)	$	14,072	$	—

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		December 31, 2021		January 1, 2021			Expense			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 agreements		—		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 expense in the consolidated statements of operations were $1.4 million and $655 thousand for the years ended December 31, 2022 and 2021, respectively.

Leases

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Leases [Abstract]

Leases

Note 9 — 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 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 September 30, 2023, the Company’s weighted-average discount rate utilized for its leases was 7.39%.

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

The Company had several non-cancelable 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-cancelable 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.

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 communal area maintenance associated with the property.

Additional information on the Company’s operating and financing lease activity was as follows:

	Three months ended September 30,				Nine months ended September 30,
(In thousands)	2023		2022		2023		2022
Operating lease cost	$	205	$	293	$	709	$	828
Finance lease cost:
Amortization of right-of-use assets		21		54		112		148
Interest on lease liabilities		2		7		13		26
Total lease cost	$	228	$	354	$	834	$	1,002

	September 30, 2023		December 31, 2022
Weighted-average remaining lease term – operating leases	3.23 years		3.59 years
Weighted-average remaining lease term – finance leases	0 years		2.30 years
Weighted-average discount rate – operating leases	7.39	%	6.76	%
Weighted-average discount rate – finance leases	—	%	7.83	%

(In thousands)	Balance Sheet Location	September 30, 2023		December 31, 2022
Assets
Right-of-use assets, net	Right-of-use, net	$	2,036	$	2,210
Finance lease assets	Property and equipment, net		—		261
Liabilities
Operating lease liabilities, current	Operating lease liabilities, current		669		734
Operating lease liabilities, non-current	Operating lease liabilities, non-current		1,550		1,587
Total operating lease liabilities		$	2,219	$	2,321

Finance lease liabilities, current	Accrued expenses and other current liabilities		—		152
Finance lease liabilities, non-current	Other non-current liabilities		—		147
Total finance lease liabilities		$	—	$	299

Maturities of operating and finance lease liabilities as of September 30, 2023 are as follows:

Years ending December 31 (In thousands),	Operating lease			Finance lease
Remaining 2023	$	212		$	—
2024		782			—
2025		748			—
2026		560			—
2027		202			—
Total minimum lease payments		2,504			—
Less imputed interest		(285	)		—
Total lease liabilities	$	2,219		$	—

Note 10 — Leases

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 December 31, 2022 and 2021, the Company’s weighted-average discount rate utilized for its leases was 7.29% and 7.16%, respectively.

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

The Company had several non-cancelable 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-cancelable 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 communal area maintenance associated with the property.

Additional information on the Company’s operating and financing lease activity was as follows:

	Year Ended December 31,
(In thousands)	2022		2021
Operating lease cost	$	1,119	$	396
Finance lease cost:
Amortization of right-of-use assets		194		179
Interest on lease liabilities		32		42
Total lease cost	$	1,345	$	617

(In thousands)	Balance Sheet Location	December 31, 2022			December 31, 2021
Assets
Right-of-use assets, net	Operating lease right-of-use assets, net	$	2,210		$	1,479
Finance lease assets	Property and equipment, net		261			380
Total lease assets		$	2,471		$	1,859

Liabilities
Current:
Operating	Operating lease liabilities, current	$	734		$	814
Financing	Accrued expenses and other current liabilities		152			156
Non-current:
Operating	Operating lease liabilities, non-current		1,587			704
Financing	Other non-current liabilities		146			293
Total lease liabilities		$	2,619		$	1,967

Weighted-average remaining lease term – operating leases			3.59 years			3.11 years
Weighted-average remaining lease term – finance leases			2.30 years			2.36 years
Weighted-average discount rate – operating leases			6.76	%		8.03	%
Weighted-average discount rate – finance leases			7.83	%		6.29	%

Maturities of operating and finance lease liabilities as of December 31, 2022 were as follows:

Years Ending December 31 (In thousands),	Operating Leases			Finance Leases
2023	$	863		$	171
2024		614			91
2025		493			50
2026		461			16
2027		200			—
Total minimum lease payments		2,631			328
Less imputed interest		(310	)		(30	)
Total lease liabilities	$	2,321		$	298

Supplemental Consolidated Balance Sheet Information (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Supplemental Consolidated Balance Sheet Information [Abstract]

Schedule of Accounts Receivable

Accounts receivable consisted of the following as of September 30, 2023 and December 31, 2022:

(In thousands)	September 30, 2023			December 31, 2022
Accounts receivable, gross	$	3,722		$	5,675
Less allowance for credit losses		(2,535	)		(4,605	)
Accounts receivable, net	$	1,187		$	1,070

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

(In thousands)	December 31, 2022			December 31, 2021
Accounts receivable, gross	$	5,675		$	8,637
Less allowance for doubtful accounts		(4,605	)		(1,415	)
Accounts receivable, net	$	1,070		$	7,222

Schedule of Allowance for Doubtful Accounts

The changes in the allowance for credit losses accounts consisted of the following:

(In thousands)	Nine months ended September 30, 2023			Year ended December 31, 2022
Allowance for credit losses – beginning of period	$	4,605		$	1,415
(Recovery of) allowance for credit losses		(983	)		4,928
Write-offs of uncollectible accounts		(1,087	)		(1,510	)
Other adjustments		—			(228	)
Allowance for credit losses – end of period	$	2,535		$	4,605

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

	Year Ended December 31,
(In thousands)	2022			2021
Allowance for doubtful accounts – beginning of period	$	1,415		$	54
Provision for doubtful accounts		3,418			1,187
Other adjustments		(228	)		174
Allowance for doubtful accounts – end of period	$	4,605		$	1,415

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following as of September 30, 2023 and December 31, 2022:

(In thousands)	September 30, 2023		December 31, 2022
Legal settlement receivables	$	1,206	$	—
Prepaid insurance		669		219
Prepaid expenses, other		124		230
Prepaid software		44		129
Prepaid materials		33		45
Deferred issuance costs, net		—		463
Other receivables, other		60		424
Total prepaid expenses and other current assets	$	2,136	$	1,510

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

(In thousands)	December 31, 2022		December 31, 2021
Other receivables	$	424	$	86
Prepaid expenses, other		230		541
Prepaid insurance		219		492
Deferred issuance costs		463		—
Prepaid software		129		173
Prepaid materials		45		—
Other note receivables(1)		—		807
Deferred costs		—		353
Total prepaid expenses and other current assets	$	1,510	$	2,452

(1) Other note receivables relate to the current portion of one of its loan receivable balances related to the total turn-key solution (“TTK Solution”) program.

Schedule of Property and Equipment

Property and equipment, net consisted of the following as of September 30, 2023 and December 31, 2022:

(In thousands)	September 30, 2023			December 31, 2022
Leased equipment	$	4,465		$	602
Leasehold improvements		1,123			1,111
Machinery and equipment		904			1,049
Software		606			606
Computer and office equipment		588			627
Research and development laboratory equipment		183			260
Furniture and fixtures		116			504
Trade show assets		79			78
Vehicles		73			136
Total property and equipment, gross		8,137			4,973
Accumulated depreciation		(2,695	)		(2,372	)
Construction in progress		2,943			7,443
Total property and equipment, net	$	8,385		$	10,044

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

(In thousands)	December 31, 2022			December 31, 2021
Leasehold improvements	$	1,111		$	841
Machinery and equipment		1,049			898
Software		606			174
Computer and office equipment		627			473
Leased equipment		602			619
Furniture and fixtures		504			385
Research and development laboratory equipment		260			163
Vehicles		136			143
Trade show assets		78			80
Total property and equipment, gross		4,973			3,776
Accumulated depreciation		(2,372	)		(780	)
Construction in progress		7,443			3,236
Total property and equipment, net	$	10,044		$	6,232

Schedule of Other Non-Current Assets

Other non-current assets consisted of the following as of September 30, 2023 and December 31, 2022:

(In thousands)	September 30, 2023		December 31, 2022
Security deposits	$	141	$	153
Long-term deferred commissions expense		—		173
Total other non-current assets	$	141	$	326

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

(In thousands)	December 31, 2022		December 31, 2021
Long-term deferred commissions expense	$	173		1,101
Security deposits		153		83
Total other non-current assets	$	326	$	1,184

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of September 30, 2023 and December 31, 2022:

(In thousands)	September 30, 2023		December 31, 2022
Sales tax payable(1)	$	6,019	$	5,950
Accrued acquisition liabilities(2)		2,180		3,502
Accrued construction costs		1,540		2,669
Accrued interest expense		1,041		240
Compensation related fees		944		2,285
Accrued warranty expenses		585		553
Accrued professional fees		443		313
Accrued inventory purchases		63		569
Accrued consulting fees		9		20
Financing lease liabilities		—		152
Other current liabilities		—		127
Total accrued expenses and other current liabilities	$	12,824	$	16,380

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

(In thousands)	December 31, 2022		December 31, 2021
Sales tax payable(1)	$	5,950	$	5,290
Accrued acquisition liabilities(2)		3,502		9,198
Accrued construction costs		2,669		8,803
Compensation related fees		2,285		3,491
Accrued inventory purchases		569		201
Accrued warranty costs		553		398
Accrued professional fees		313		1,179
Accrued interest expense		240		—
Financing lease liabilities		152		156
Other current liabilities		147		48
Total accrued expenses and other current liabilities	$	16,380	$	28,764

Schedule of Accrued Liability for Estimated Future Warranty Cost

The following table summarizes the activity related to the Company’s accrued liability for estimated future warranty costs:

(In thousands)	September 30, 2023			December 31, 2022
Warranty accrual – beginning of period	$	553		$	398
Liabilities accrued for warranties issued during the period		230			264
Warranty accruals paid during the during		(198	)		(109	)
Warranty accrual – end of period		585			553

The following table summarizes the activity related to the Company’s accrued liability for estimated future warranty costs:

	Year Ended December 31,
(In thousands)	2022		2021
Warranty accrual – beginning of period	$	398	$	—
Liabilities accrued for warranties issued during period		155		398
Warranty accrual – end of period	$	553	$	398

Debt (Details) - Schedule of Debt - USD ($)
$ in Thousands

Sep. 30, 2023

Dec. 31, 2022

Dec. 31, 2021

Debt (Details) - Schedule of Debt [Line Items]

Note payable – Exchange Note

$ 18,509

$ 31,975

PPP Loan

518

656

804

Navitas Loan

Other notes payable

487

^[1]

297

Total debt

20,024

32,654

1,101

Less: unamortized debt discount

(3,414)

Total debt, net of debt discount

20,638

29,239

Less: current portion, net of current unamortized debt discount

(1,640)

(28,832)

Long-term debt

$ 18,998

407

Previously Reported [Member]

Debt (Details) - Schedule of Debt [Line Items]

Total debt, net of debt discount

29,240

1,101

Less: current portion, net of current unamortized debt discount

(28,833)

(1,089)

Long-term debt

$ 407

$ 12

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

Related Parties

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Related Parties [Abstract]

Related Parties

Note 16 — 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 September 30,				Nine months ended September 30,
(In thousands)	2023		2022		2023			2022
Bluezone	$	—	$	—	$	4		$	5
Cannae Policy Group		—		—		—			25
Topline Performance Group		—		1		(1	)		71
NEIA		—		—		(43	)		(1,763	)
Greenstone Holdings		—		212		(2	)		392
Valiant Americas, LLC		—		1,315		—			11,120

The following table summarizes net related party (payable) receivable as of September 30, 2023 and December 31, 2022:

(In thousands)	September 30, 2023			December 31, 2022
Bluezone	$	(4	)	$	—
Valiant Americas, LLC		1			(1	)
Topline Performance Group		—			1

On July 12, 2023, the Company issued an unsecured promissory note in favor of GIC Acquisition, LLC, an entity that is owned and managed by the Company’s Chairman and Chief Executive Officer. Refer to footnote 8 for further disclosure related to this Related Party Note.

Note 18 — 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:

	Year Ended December 31,
(In thousands)	2022			2021
Bluezone	$	5		$	309
4D		3			1,312
Enozo		—			40
Cannae Policy Group		25			50
Topline Performance Group		71			11
Cannaquip		—			209
NEIA		(1,769	)		(22,010	)
Greenstone, which is a related party because one of the Company’s former Agrify Brands employees and its VP of Engineering had a minority ownership		394			(9,429	)
Valiant-America, LLC(1)		10,520			6,048
Living Greens Farm		—			(58	)

____________

(1) On October 27, 2022, the Company provided notice to Valiant-America, LLC of its intention to begin winding up of Agrify-Valiant.

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

(In thousands)	December 31, 2022			December 31, 2021
Cannae Policy Group	$	—		$	(8	)
Cannaquip		—			(21	)
Greenstone (net of allowance for doubtful accounts of $9,360 and $0 at December 31, 2022 and 2021, respectively)(1)		—			11,177
Living Greens Farm(2)		—			34
NEIA		—			3,500
Valiant-America, LLC(3)		(1	)		(922	)
Topline Performance Group		1			—

____________

(2) The balance was fully reserved at December 31, 2022, due to an ongoing dispute with the customer.

(3) On October 27, 2022, the Company provided notice to Valiant-America, LLC of its intention to begin winding up of Agrify-Valiant.

- 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

Leases (Details) - Schedule of Operating Activity - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Operating Activity Abstract
Operating lease cost	$ 205	$ 293	$ 709	$ 828	$ 1,119	$ 396
Finance lease cost:
Amortization of right-of-use assets	21	54	112	148	194	179
Interest on lease liabilities	2	7	13	26	32	42
Total lease cost	$ 228	$ 354	$ 834	$ 1,002	$ 1,345	$ 617

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

Sep. 30, 2023

Dec. 31, 2022

Dec. 31, 2021

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

Total loan receivable

$ 11,298

$ 12,214

$ 22,255

Customer 139 [Member]

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

Loan receivable

14,691

Customer 136 [Member]

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

Loan receivable

12,457

Customer 125 [Member]

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

Loan receivable

9,012

9,048

Customer 24096 [Member]

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

Loan receivable

6,810

5,890

Other – Non-TTK Solution [Member]

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

Other – Non-TTK Solution

^[1]

3,178

Allowance for credit losses [Member]

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

Allowance for credit losses

^[2],[3]

$ (19,215)

$ (33,050)

[1]	The current portion of loan receivable is included within Note 3 — Supplemental Consolidated Balance Sheet Information, included elsewhere in the notes to the consolidated financial statements.
[2]	The Company established an allowance for credit losses of approximately $14.7 million related to Bud & Mary’s ongoing litigation. Approximately $4.5 million relates to Hannah.
[3]	The balance was written off at December 31, 2022 due to the cancellation of this TTK Solution project.

Convertible Promissory Notes (Details) - USD ($) $ / shares in Units, $ in Thousands				12 Months Ended
	May 01, 2023	Mar. 08, 2023	Feb. 01, 2021	Dec. 31, 2022	Sep. 30, 2023	Jun. 30, 2023	Jan. 11, 2021
Convertible Promissory Notes [Line Items]
Derivative liabilities				$ 7,100
Debt discount				28,832	$ 1,640
Convertible notes principal amount					$ 500
Fair value of beneficial conversion feature				3,900
Aggregate principal amount	$ 2,000	$ 1,600
IPO [Member]
Convertible Promissory Notes [Line Items]
Aggregate principal amount			$ 13,100
Shares of common stock (in Shares)			8,485
Convertible Notes [Member]
Convertible Promissory Notes [Line Items]
Conversion price (in Dollars per share)						$ 7.64	$ 1,544
Principal				13,100
Debt discount				587
Convertible Notes [Member] \| IPO [Member]
Convertible Promissory Notes [Line Items]
Conversion price (in Dollars per share)			$ 1,544
Convertible Notes Payable [Member]
Convertible Promissory Notes [Line Items]
Gain on extinguishment				2,700
Extinguished debit				19,700
Fair value of the new convertible notes				17,000
Convertible notes principal amount				$ 13,100

Debt (Details) - Schedule of PPP Loan Balances by Current and Non-Current - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of PPP Loan Balances by Current and Non-Current [Abstract]
PPP Loan, current	$ 328	$ 255
PPP Loan, non-current	189	401	$ 12
Total PPP Loan outstanding	$ 518	$ 656	$ 804

Leases (Details) - Schedule of Maturities of Operating and Finance Lease Liabilities $ in Thousands	Sep. 30, 2023 USD ($)
Operating Lease [Member]
Leases (Details) - Schedule of Maturities of Operating and Finance Lease Liabilities [Line Items]
Operating Lease, Remaining 2023	$ 212
Operating Lease, 2024	782
Operating Lease, 2025	748
Operating Lease, 2026	560
Operating Lease, 2027	202
Operating Lease, Total minimum lease payments	2,504
Operating Lease, Less imputed interest	(285)
Operating Lease, Total lease liabilities	2,219
Finance lease [Member]
Leases (Details) - Schedule of Maturities of Operating and Finance Lease Liabilities [Line Items]
Finance Lease, Remaining 2023
Finance Lease, 2024
Finance Lease, 2025
Finance Lease, 2026
Finance Lease, 2027
Finance Lease, Total minimum lease payments
Finance Lease, Less imputed interest
Finance Lease, Total lease liabilities

Revenue and Deferred Revenue (Details) - Schedule of Current Deferred Revenue - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of Current Deferred Revenue [Abstract]
Deferred revenue – beginning of period	$ 4,112	$ 3,772	$ 152
Deferred revenue – end of period	4,079	4,112	3,772
Additions		13,392	3,762
Recognized	$ (3,718)	$ (13,052)	$ (142)

Overview, Basis of Presentation, and Significant Accounting Policies (Details) - Part 2 - USD ($) $ / shares in Units, $ in Millions		1 Months Ended		9 Months Ended	12 Months Ended
	Aug. 18, 2022	Dec. 16, 2022	Mar. 22, 2021	Sep. 30, 2023	Dec. 31, 2022	Apr. 28, 2023	Mar. 01, 2023	Jan. 19, 2023	Oct. 28, 2022	Oct. 04, 2022	Jul. 11, 2022	Dec. 31, 2021	Feb. 19, 2021	Feb. 01, 2021
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Shares issued (in Shares)				69,568	31,945	499
Common stock, par value (in Dollars per share)				$ 0.001	$ 0.001		$ 0.001			$ 1	$ 0.001	$ 0.001	$ 2,700
Total gross proceeds					$ 62.1
Underwriting discounts and commissions					4.0
Net proceeds			$ 80.0		57.0
Sell an aggregate share (in Shares)		594,232
Warrant purchase shares (in Shares)	71,139
Offering costs				$ 8.7
Broker fees and legal expenses					$ 0.5
Bid price of common stock (in Dollars per share)					$ 1			$ 1	$ 1	$ 1
Initial Public Offering [Member]
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Shares issued (in Shares)													27,778	31,050
Common stock, par value (in Dollars per share)					$ 2,000
Net proceeds					$ 1.0
Over-Allotment Option [Member]
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Shares issued (in Shares)														4,050
Additional shares of Common Stock (in Shares)			4,167
Pre-Funded 2022 Warrants [Member]
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Warrant purchase shares (in Shares)		75,000
December 2022 Warrants [Member]
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Warrant purchase shares (in Shares)		1,338,462
Subsequent Event [Member]
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Bid price of common stock (in Dollars per share)								$ 1
Canaccord Genuity LLC [Member]
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Net proceeds					8.2
Offering costs					$ 8.7

Leases (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Leases [Abstract]

Schedule of Operating and Financing Lease Activity

Additional information on the Company’s operating and financing lease activity was as follows:

	Three months ended September 30,				Nine months ended September 30,
(In thousands)	2023		2022		2023		2022
Operating lease cost	$	205	$	293	$	709	$	828
Finance lease cost:
Amortization of right-of-use assets		21		54		112		148
Interest on lease liabilities		2		7		13		26
Total lease cost	$	228	$	354	$	834	$	1,002

Additional information on the Company’s operating and financing lease activity was as follows:

	Year Ended December 31,
(In thousands)	2022		2021
Operating lease cost	$	1,119	$	396
Finance lease cost:
Amortization of right-of-use assets		194		179
Interest on lease liabilities		32		42
Total lease cost	$	1,345	$	617

Schedule of Maturities of Operating And Finance Lease Liabilities

	September 30, 2023		December 31, 2022
Weighted-average remaining lease term – operating leases	3.23 years		3.59 years
Weighted-average remaining lease term – finance leases	0 years		2.30 years
Weighted-average discount rate – operating leases	7.39	%	6.76	%
Weighted-average discount rate – finance leases	—	%	7.83	%

(In thousands)	Balance Sheet Location	September 30, 2023		December 31, 2022
Assets
Right-of-use assets, net	Right-of-use, net	$	2,036	$	2,210
Finance lease assets	Property and equipment, net		—		261
Liabilities
Operating lease liabilities, current	Operating lease liabilities, current		669		734
Operating lease liabilities, non-current	Operating lease liabilities, non-current		1,550		1,587
Total operating lease liabilities		$	2,219	$	2,321

Finance lease liabilities, current	Accrued expenses and other current liabilities		—		152
Finance lease liabilities, non-current	Other non-current liabilities		—		147
Total finance lease liabilities		$	—	$	299

(In thousands)	Balance Sheet Location	December 31, 2022			December 31, 2021
Assets
Right-of-use assets, net	Operating lease right-of-use assets, net	$	2,210		$	1,479
Finance lease assets	Property and equipment, net		261			380
Total lease assets		$	2,471		$	1,859

Liabilities
Current:
Operating	Operating lease liabilities, current	$	734		$	814
Financing	Accrued expenses and other current liabilities		152			156
Non-current:
Operating	Operating lease liabilities, non-current		1,587			704
Financing	Other non-current liabilities		146			293
Total lease liabilities		$	2,619		$	1,967

Weighted-average remaining lease term – operating leases			3.59 years			3.11 years
Weighted-average remaining lease term – finance leases			2.30 years			2.36 years
Weighted-average discount rate – operating leases			6.76	%		8.03	%
Weighted-average discount rate – finance leases			7.83	%		6.29	%

Schedule of Maturities of Operating and Finance Lease Liabilities

Maturities of operating and finance lease liabilities as of December 31, 2022 were as follows:

Years Ending December 31 (In thousands),	Operating Leases			Finance Leases
2023	$	863		$	171
2024		614			91
2025		493			50
2026		461			16
2027		200			—
Total minimum lease payments		2,631			328
Less imputed interest		(310	)		(30	)
Total lease liabilities	$	2,321		$	298

Schedule of Maturities of Operating and Finance Lease Liabilities

Maturities of operating and finance lease liabilities as of September 30, 2023 are as follows:

Years ending December 31 (In thousands),	Operating lease			Finance lease
Remaining 2023	$	212		$	—
2024		782			—
2025		748			—
2026		560			—
2027		202			—
Total minimum lease payments		2,504			—
Less imputed interest		(285	)		—
Total lease liabilities	$	2,219		$	—

Stock Warrants (Details) - Schedule of Company’s Warrant Activity - $ / shares	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Warrant [Member]
Class of Warrant or Right [Line Items]
Number of Warrants, outstanding beginning	1,530,001	1,360	1,360	4,141
Weighted average exercise price, outstanding beginning	$ 4
Number of Warrants, Granted		128,476	1,541,937	1,891
Number of Warrants, Exercised	(35,000)	(8,295)	(10,296)	(4,672)
Number of Warrants, Canceled			(3,000)
Number of Warrants, outstanding Ending			1,530,001	1,360
Weighted Average Exercise Price, outstanding ending	$ 4		$ 4
Weighted Average Exercise Price [Member]
Class of Warrant or Right [Line Items]
Weighted average exercise price, outstanding beginning	38.07	$ 4	4	$ 4
Weighted Average Exercise Price, Granted		427	38.57	4
Weighted Average Exercise Price, Exercised		$ 0.2	47.97	4
Weighted- Average Exercise Price, Canceled			246
Weighted Average Exercise Price, outstanding ending			$ 38.07	$ 4

Revenue and Deferred Revenue (Details) - Schedule of Revenue Disaggregated by Timing of Revenue Recognition - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Schedule of Revenue Disaggregated by Timing of Revenue Recognition [Line Items]
Total revenue	$ 3,139	$ 7,019	$ 14,009	$ 52,369	$ 58,259	$ 59,859
Transferred at a Point in Time [Member]
Schedule of Revenue Disaggregated by Timing of Revenue Recognition [Line Items]
Total revenue	2,831	5,657	12,384	28,675	34,813	23,624
Transferred over Time [Member]
Schedule of Revenue Disaggregated by Timing of Revenue Recognition [Line Items]
Total revenue	$ 308	$ 1,362	$ 1,625	$ 23,694	23,446	36,235
Total revenue [Member]
Schedule of Revenue Disaggregated by Timing of Revenue Recognition [Line Items]
Total revenue					58,259	59,859
Cultivation solutions, including ancillary products and services [Member]
Schedule of Revenue Disaggregated by Timing of Revenue Recognition [Line Items]
Total revenue					711	11,354
Agrify Insights™ [Member]
Schedule of Revenue Disaggregated by Timing of Revenue Recognition [Line Items]
Total revenue					74	8
Facility build-outs [Member]
Schedule of Revenue Disaggregated by Timing of Revenue Recognition [Line Items]
Total revenue					23,129	36,193
Extraction solutions [Member]
Schedule of Revenue Disaggregated by Timing of Revenue Recognition [Line Items]
Total revenue					$ 34,345	$ 12,304

- 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

- 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

+ Details

Subsequent Events

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

Note 17 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued.

Nasdaq Deficiency Notices

The Nasdaq granted the Company an exception until October 16, 2023, to file its 2022 Form 10-K and First and Second Quarter 2023 Forms 10-Q (the “Delayed Reports”). The Nasdaq Notice had no immediate effect on the listing of the Company’s Common Stock on The Nasdaq Stock Market LLC. The Company filed its 2022 Form 10-K, First Quarter 2023 Form 10-Q and Second Quarter 2023 Form 10-Q, on November 28, 2023, November 28, 2023 and December 12, 2023, respectively.

On October 17, 2023, the Company received the Staff Determination from the Listing Qualifications Department of Nasdaq notifying the Company that it was not in compliance with Nasdaq’s continued listing requirements under the Listing Rule as a result of its failure to file the Delinquent Reports in a timely manner. The Company timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”), and the Panel scheduled a hearing for January 11, 2024.

Mack Molding Modification Agreement

On October 27, 2023, and with an effective date as of October 18, 2023, the Company entered into a Modification and Settlement Agreement (the “Modification Agreement”) with Mack Molding Company (“Mack”). Pursuant to the Modification Agreement, the Company and Mack agreed to settle an outstanding dispute under the Supply Agreement between the parties dated December 7, 2020 (the “Supply Agreement”). The Modification Agreement requires the Company to make payments of $500,000 and $250,000 to Mack on or before November 1, 2023 and February 15,

2024, respectively. The Company has made the first of these two payments in the amount of $500,000. Following the November 1, 2023 payment, the Company is entitled to take possession of certain Vertical Farming Units (“VFUs”) that were assembled under the Supply Agreement. The Modification Agreement also requires the Company to purchase from Mack a minimum of 25 VFUs per quarter for each quarter during 2024 and a minimum of 50 VFUs per quarter for the six quarters beginning with the first quarter of 2025. The Company is required to pay a storage fee of $25,000 per month for VFUs subject to the Modification Agreement.

Additionally, as part of the Modification Agreement, the Company agreed to issue to Mack a warrant to purchase 750,000 shares of Common Stock. The warrant has an exercise price of $4.00 per share, was exercisable upon issuance, has a term of three years from the date of issuance, and is exercisable on a cash basis unless at the time of exercise there is no effective registration statement for the resale of the underlying shares, in which case the warrant may be exercised on a cashless exercise basis at Mack’s election.

Note Purchase

On October 27, 2023, CP Acquisitions LLC (the “New Lender”), an entity affiliated with and controlled by Raymond Chang, the Company’s Chief Executive Officer, purchased the Exchange Note and the Convertible Note from their holder (the “Note Purchase”). In connection with the Note Purchase, the New Lender has agreed to waive any events of default under the acquired notes through December 31, 2023 and to enter into an agreement with the Company to extend the maturity date thereon to December 31, 2025.

Warrant Issuance

On October 27, 2023, as a condition precedent to the Note Purchase, the Company entered into a letter agreement (the “Letter Agreement”) with the holder of the Exchange Note and the Convertible Note. Pursuant to the agreement, the Company agreed to exchange $3.0 million in principal and approximately $1.1 million in accrued but unpaid interest outstanding under the Exchange Note to purchase 2,809,669 shares of common stock (the “Exchange Warrant”). Additionally, the Company agreed to exchange the 375,629 shares of common stock held in abeyance for the Investor under the terms of the Letter Agreement for a warrant to purchase 375,629 shares of common stock (the “Abeyance Warrant”).

Each warrant has an exercise price of $0.001 per share, was exercisable upon issuance, has a term of five years from the date of issuance and is exercisable on a cash basis or on a cashless exercise basis at the holder’s election.

The Exchange Warrant provides that in the event that Raymond Chang or his affiliates acquire securities from the Company, exercise convertible securities or amend the terms of convertible securities at a purchase or conversion price lower than $1.46, then the number of shares of common stock underlying Exchange Warrant will be increased to an amount equal to $3.0 million divided by such purchase or conversion price, subject to proportional adjustment in the event the Exchange Warrant has been partially exercised. Additionally, in the event that the Company has not issued equity securities in exchange for gross proceeds of at least $3.0 million to Mr. Chang or his affiliates (subject to certain offsets) by the third calendar day after the date when the Company receives stockholder approval, then on December 26, 2023, the number of shares of common stock underlying Exchange Warrant will be increased to an amount equal to $3.0 million divided by the Minimum Price as defined under Nasdaq listing rules, subject to proportional adjustment in the event the Exchange Warrant has been partially exercised.

The Letter Agreement requires that the Company issue equity securities to Mr. Chang or his affiliates for aggregate gross proceeds of at least $3.0 million, minus any funds advanced by Mr. Chang to the Company since July 1, 2023.

Note Amendment and Secured Promissory Note

On October 27, 2023, GIC and the Company amended and restated the Related Party Note (the “Restated Related Party Note”). Pursuant to the terms of the Restated Related Party Note, the Maturity Date was extended until December 31, 2023 and the Company granted a security interest in the Company’s assets that ranks junior to the Exchange Note and the Convertible Note.

Concurrent with the Restated Related Party Note, the Company issued a junior secured promissory note (the “Junior Secured Note”) to the New Lender. Pursuant to the Junior Secured Note, the New Lender will lend up to $3,000,000 to the Company, of which $2,000,000 was drawn. The Junior Secured Note bears interest at a rate of 10% per annum, will mature in full on December 31, 2023, and may be prepaid without any fee or penalty. The Junior Secured Note is a secured obligation of the Company that ranks junior to the notes acquired in the Note Purchase

On December 4, 2023, the New Lender and the Company amended and restated the Junior Secured Note (the “Junior Secured Note Amendment”). Pursuant to the terms of the Junior Secured Note Amendment, the maximum principal amount that may be loaned by CP to the Company was increased to $4,000,000.

Note 19 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued.

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

On January 2, 2023, Timothy R. Oakes, the Chief Financial Officer (“CFO”) of the Company, notified the Company that he would resign as CFO effective as of February 28, 2023 (the “Effective Date”) to pursue other opportunities. Mr. Oakes’ resignation did not result from any disagreement regarding the Company’s operations, policies or practices. Mr. Oakes assisted with the resulting transition ahead of the Effective Date. In connection with Mr. Oakes’ resignation, the Company 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.

Nasdaq Deficiency Notices

On January 19, 2023, the Company received a deficiency letter from the Staff of Nasdaq notifying the Company that, for the previous 30 consecutive business days, the bid price for its Common Stock had closed below $1.00 per share, which is the minimum closing price required to maintain a continued listing on The Nasdaq Capital Market under the Minimum Bid Requirement. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company had 180 calendar days to regain compliance with the Minimum Bid Requirement. To regain compliance with the Minimum Bid Requirement, the closing bid price of the Company’s Common Stock had to be at least $1.00 per share for a minimum of 10 consecutive trading days during this 180-day compliance period, unless the Staff exercised its discretion to extend the minimum trading day period pursuant to Nasdaq Listing Rule 5810(c)(3)(G). On July 19, 2023, the Company received a notice from Nasdaq confirming its recompliance with the minimum bid price rule.

As disclosed in a Current Report on Form 8-K filed on April 17, 2023, the Company’s audit committee concluded that, as a result of inadvertent errors in the accounting for warrants previously issued by the Company, it was appropriate to restate the Company’s previously issued unaudited condensed consolidated interim consolidated

financial statements as of and for the quarterly periods ended March 31, 2022, June 30, 2022, and September 30, 2022 included in the Company’s Quarterly Reports on Form 10-Q for such periods in amended quarterly reports for the affected periods. As a result of such restatements, the Company was unable to timely file the Form 10-K, the First Quarter 2023 Form 10-Q, and the Second Quarter 2023 Form 10-Q without unreasonable effort or expense.

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. Certain of Bowdoin’s subcontractors have filed ancillary civil actions, some seeking direct recovery of sums (which sums are understood to be subsumed in/covered by Bowdoin’s claims) against the Company. 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 5,000,000 to 10,000,000, and correspondingly increased the total authorized shares of stock from 8,000,000 to 13,000,000. 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 “March 2023 Exchange Agreement”) with an accredited lender. Pursuant to the March 2023 Exchange Agreement, at closing the Company prepaid approximately $10.3 million in principal amount under the Exchange Note and exchanged $10.0 million 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 is a senior secured obligation of the Company and ranks senior to all indebtedness of the Company. The Convertible Note will mature on August 19, 2025 and contains a 9.0% annualized interest rate, with interest to be paid monthly, in cash, beginning April 1, 2023.

Concurrently with the closing under the March 2023 Exchange Agreement, the Company and the lender entered into an Amendment to the Exchange Note (the “Note Amendment”). Pursuant to the Note Amendment, the Exchange Note was 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 445,197 shares of common stock of the Company, subject to a Beneficial Ownership Limitation of 4.99% of the Company’s Common Stock.

Discontinuance of the ATM Program

As of April 1, 2023, after which time the ATM Program was discontinued, the Company sold 629,710 shares of Common Stock, under the ATM Program at an average price of $27.29 per share, resulting in gross proceeds to the Company of $17.2 million, and net proceeds of $16.7 million after commissions and fees to the Agent totaling $516 thousand. $3.0 million of the proceeds under the ATM Program were used to repay amounts due to the Investor under the Exchange Note.

Repricing of Common Stock Warrants

The Company issued 1,338,462 common stock warrants in conjunction with the Company’s public offering from December, 2022. On April 18, 2023, the Company undertook a warrant exercise inducement program, which it later cancelled. As a result, the warrant exercise price was reduced from $13.00 per share to $3.45 per share.

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.

Mack Molding Modification Agreement

respectively. Following the November 1, 2023 payment, the Company will be entitled to take possession of certain Vertical Farming Units (“VFUs”) that were assembled under the Supply Agreement. The Modification Agreement also requires the Company to purchase from Mack a minimum of 25 VFUs per quarter for each quarter during 2024 and a minimum of 50 VFUs per quarter for the six quarters beginning with the first quarter of 2025. The Company is required to pay a storage fee of $25,000 per month for VFUs subject to the Modification Agreement.

Additionally, as part of the Modification Agreement, the Company agreed to issue to Mack a warrant to purchase 750,000 shares of common stock. The warrant has an exercise price of $4.00 per share, was exercisable upon issuance, has a term of three years from the date of issuance, and is exercisable on a cash basis unless at the time of exercise there is no effective registration statement for the resale of the underlying shares, in which case the warrant may be exercised on a cashless exercise basis at Mack’s election.

Warrant Issuance

On October 27, 2023, the Company entered into a letter agreement with the holder of the Exchange Note and the Convertible Note. Pursuant to the agreement, the Company agreed to exchange $3.0 million in principal and approximately $1.1 million in accrued but unpaid interest outstanding under the Exchange Note to purchase 2,809,669 shares of common stock (the “Exchange Warrant”). Additionally, the Company agreed to exchange the 375,629 shares of common stock held in abeyance for the lender under the terms of the Letter Agreement for a warrant to purchase 375,629 shares of common stock (the “Abeyance Warrant”).

Note Purchase

On October 27, 2023, CP Acquisitions LLC (the “New Lender”), an entity affiliated with and controlled by Raymond Chang, the Company’s Chief Executive Officer, purchased the Exchange Note and the Convertible Note from their holder. In connection with the Note Purchase, the New Lender has agreed to waive any events of default under the acquired notes through December 31, 2023 and to enter into an agreement with the Company to extend the maturity date thereon to December 31, 2025.

Note Amendment and Secured Promissory Note

On July 12, 2023, the Company issued an unsecured promissory note (the “Note”) in favor of GIC Acquisition, LLC (“GIC”), an entity that is managed by Raymond Chang, the Company’s Chairman and Chief Executive Officer, with an original principal amount of up to $500,000. On October 27, 2023, GIC and the Company amended and

restated the Note (the “Restated Note”). Pursuant to the terms of the Restated Note, the Maturity Date was extended until December 31, 2023 and the Company granted a security interest in the Company’s assets that ranks junior to the Exchange Note and the Convertible Note.

Concurrently with the Restated Note, the Company issued a junior secured promissory note (the “Junior Secured Note”) to the New Lender. Pursuant to the Junior Secured Note, the New Lender will lend up to $3,000,000 to the Company. The Junior Secured Note bears interest at a rate of 10% per annum, will mature in full on December 31, 2023, and may be prepaid without any fee or penalty. The Junior Secured Note is a secured obligation of the Company that ranks junior to the Exchange Note and the Convertible Note.

Debt (Details) - Schedule of Short-Term and Long-Term Portion of Bebt - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Short-Term [Member]
Debt (Details) - Schedule of Short-Term and Long-Term Portion of Bebt [Line Items]
Principal		$ 31,975
Unamortized discount		(3,414)
Net carrying amount		28,561
Long-Term [Member]
Debt (Details) - Schedule of Short-Term and Long-Term Portion of Bebt [Line Items]
Principal	18,509
Unamortized discount
Net carrying amount
Notes Payable, Net [Member]
Debt (Details) - Schedule of Short-Term and Long-Term Portion of Bebt [Line Items]
Principal	$ 18,509	31,975
Unamortized discount		(3,414)
Net carrying amount		$ 28,561

Overview, Basis of Presentation, and Significant Accounting Policies (Details) - Schedule of Useful Lives	Sep. 30, 2023	Dec. 31, 2022
Trade names [Member] \| Minimum [Member]
Schedule of Useful Lives [Line Items]
Finite-lived useful lives	5 years	5 years
Trade names [Member] \| Maximum [Member]
Schedule of Useful Lives [Line Items]
Finite-lived useful lives	7 years	7 years
Acquired developed technology [Member] \| Minimum [Member]
Schedule of Useful Lives [Line Items]
Finite-lived useful lives	5 years	5 years
Acquired developed technology [Member] \| Maximum [Member]
Schedule of Useful Lives [Line Items]
Finite-lived useful lives	8 years	8 years
Non-compete agreements [Member]
Schedule of Useful Lives [Line Items]
Finite-lived useful lives	5 years	5 years
Customer relationships [Member] \| Minimum [Member]
Schedule of Useful Lives [Line Items]
Finite-lived useful lives	5 years	5 years
Customer relationships [Member] \| Maximum [Member]
Schedule of Useful Lives [Line Items]
Finite-lived useful lives	8 years	8 years
Capitalized website costs [Member] \| Minimum [Member]
Schedule of Useful Lives [Line Items]
Finite-lived useful lives	3 years	3 years
Capitalized website costs [Member] \| Maximum [Member]
Schedule of Useful Lives [Line Items]
Finite-lived useful lives	5 years	5 years

Debt (Details) - USD ($)						1 Months Ended			6 Months Ended	9 Months Ended		12 Months Ended
Debt (Details) - USD ($)	Jul. 12, 2023	May 01, 2023	Mar. 08, 2023	Aug. 07, 2022	Mar. 14, 2022	Aug. 19, 2023	Aug. 18, 2022	Jun. 23, 2022	Jun. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Apr. 28, 2023	Jan. 11, 2021
Debt [Line Items]
Securities purchase agreements description												If an event of default under the Exchange Note occurs, the Investor can elect to redeem the Exchange Note for cash equal to 115% of the then-outstanding principal amount of the 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.
Exchange agreement payment			$ 10,300,000				$ 35,200,000
Repayment other fees							300,000			$ 5,000	$ 248,000	$ 254,000
Original principal amount			$ 10,000,000				$ 35,000,000
Warrant purchase shares (in Shares)							71,139
Amortization payments rate			9.00%							9.00%		9.00%
Interest on rate per year percentage			30.00%							20.00%		20.00%
Original principal amount										102.50%		102.50%
Fundamental change percentage										102.50%		102.50%
Outstanding principal amount percentage									115.00%			115.00%
Accrues at rate per annum										15.00%		15.00%
Participate any debt										30.00%		30.00%
Exercise price per share (in Dollars per share)												$ 13
Equity financing amount										$ 15,000,000		$ 15,000,000
Warrant description										The August 2022 Warrants each provide that in no event will the number of shares of Common Stock issued upon exercise of such warrant result in the Investor’s beneficial ownership exceeding 4.99% of the Company’s shares of Common Stock 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 August 2022 Warrants will each provide that in no event will the number of shares of Common Stock issued upon exercise of such warrant result in the Investor’s beneficial ownership exceeding 4.99% of the Company’s shares of Common Stock 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).
Shares of Common Stock (in Shares)										69,568		31,945		499
Purchase of shares (in Shares)												100,544
Total proceeds amount										$ 3,000,000		$ 3,000,000
Interest payments				$ 24,000
Debt remained outstanding from a standard SBA loan													159,000
Investor payment transaction					$ 65,000,000
Aggregate principal amount					$ 65,000,000
Remain outstanding			$ 11,700,000
Loss on the extinguishment of debt										$ (4,631,000)	(38,985,000)	$ (38,985,000)	2,685,000
Principal balance			10,000,000
Convertible Note									30.00%
Outstanding principal amount		$ 2,000,000	$ 1,600,000
Convertible note shares of common stock (in Shares)		445,196	153,617
Remaining shares issued (in Shares)										375,629		1,338,462
Gain on debt										$ 11,609,000
Debt issuance										$ 24,000	$ 508,000	$ 420,000
Issuance remaining	$ 200,000
Interest rate	10.00%
Common Stock [Member]
Debt [Line Items]
Shares of Common Stock (in Shares)												2,000
Aggregate shares (in Shares)					34,406
Modified Warrant Shares [Member]
Debt [Line Items]
Exercise price per share (in Dollars per share)												$ 430
Exercise price per share (in Dollars per share)										$ 430
Note Exchange Warrant Shares [Member]
Debt [Line Items]
Exercise price per share (in Dollars per share)										$ 246		$ 246
PPP Loan [Member]
Debt [Line Items]
Total proceeds amount									$ 800,000			$ 779,000
Maturity date								May 07, 2025	May 07, 2022			May 07, 2022
Loan forgiven									$ 800,000			$ 779,000
Bears interest percentage								1.00%
Exchange Note [Member]
Debt [Line Items]
Original principal amount										102.50%
Note And Exchange [Member]
Debt [Line Items]
Principal amount price per share (in Dollars per share)			$ 10
Convertible Notes [Member]
Debt [Line Items]
Interest on rate per year percentage			20.00%
Fundamental change percentage									102.50%
Gross proceeds						$ 8,000,000
Interest rate per									15.00%
Conversion price per share (in Dollars per share)									$ 7.64						$ 1,544
Aggregate excess									4.99%
Convertible Notes interest expense									$ 1,757,931,000
Accrued interest total									$ 1,041,388,000
Default Interest [Member]
Debt [Line Items]
Outstanding principal amount percentage									115.00%
Securities Purchase Agreement [Member]
Debt [Line Items]
Securities purchase agreements description												On March 14, 2022, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with 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 $65.0 million, less applicable expenses, as set forth in the Securities Purchase Agreement, a senior secured promissory note in an aggregate principal amount of $65.0 million (the “SPA Note”), and a SPA Warrant to purchase up to an aggregate of 34,406 shares of Common Stock.
Securities Exchange Agreement [Member]
Debt [Line Items]
Purchase of warrants (in Shares)							34,406
Outstanding principal amount percentage										115.00%
Common Stock [Member]
Debt [Line Items]
Repayment other fees							$ 300,000
Letter Agreement [Member]
Debt [Line Items]
Ownership percentage of common stock		4.99%								4.99%
Deferred Gain (Loss) on Early Extinguishment of Debt [Member]
Debt [Line Items]
Loss on the extinguishment of debt			$ 4,619,846,000
GIC Acquisition, LLC [Member]
Debt [Line Items]
Debt issuance	$ 300,000
Chief Executive Officer [Member]
Debt [Line Items]
Total proceeds amount	$ 500,000

Overview, Basis of Presentation, and Significant Accounting Policies (Details) - Schedule of Accounts Receivable, Net - Accounts Receivable [Member] - Customer Concentration Risk [Member] - USD ($)
$ in Thousands

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Company Customer Number – 15095 [Member]

Overview, Basis of Presentation, and Significant Accounting Policies (Details) - Schedule of Accounts Receivable, Net [Line Items]

Amount

$ 718

$ 352

% of Total Accounts Receivable

60.50%

32.90%

Company Customer Number – 15874 [Member]

Overview, Basis of Presentation, and Significant Accounting Policies (Details) - Schedule of Accounts Receivable, Net [Line Items]

Amount

$ 405

% of Total Accounts Receivable

34.10%

Company Customer Number – 16491 [Member]

Overview, Basis of Presentation, and Significant Accounting Policies (Details) - Schedule of Accounts Receivable, Net [Line Items]

Amount

^[1]

$ 123

% of Total Accounts Receivable

^[1]

11.50%

Company Customer Number - 10888 [Member]

Overview, Basis of Presentation, and Significant Accounting Policies (Details) - Schedule of Accounts Receivable, Net [Line Items]

Amount

^[1]

$ 251

% of Total Accounts Receivable

^[1]

23.50%

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

Net Loss Per Share (Details) - Schedule of Basic and Diluted Net Loss Per Share (Parentheticals) - $ / shares

3 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Dec. 31, 2022

^[2]

Dec. 31, 2021

^[2]

Schedule of Basic and Diluted Net Loss Per Share [Abstract]

Weighted-average common shares outstanding – diluted

16,497,411

^[1]

1,335,261

^[1]

14,260,161

^[1]

1,298,321

^[1]

208,573

95,455

Net loss per share attributable to Common Stockholders – diluted

$ (1.27)

$ (429.98)

$ (13.48)

$ (1,003.10)

$ (902.19)

$ (340.75)

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

- Definition

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 52
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-52

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ Details

Revenue and Deferred Revenue (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 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 the timing of revenue recognition:

	Three months ended September 30,				Nine months ended September 30,
(In thousands)	2023		2022		2023		2022
Transferred at a point in time	$	2,831	$	5,657	$	12,384	$	28,675
Transferred over time		308		1,362		1,625		23,694
Total revenue	$	3,139	$	7,019	$	14,009	$	52,369

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

	Year Ended December 31,
(In thousands)	2022		2021
Transferred at a point in time	$	34,813	$	23,624
Transferred over time		23,446		36,235
Total revenue	$	58,259	$	59,859

	Year Ended December 31,
(In thousands)	2022		2021
Cultivation solutions, including ancillary products and services	$	711	$	11,354
Agrify Insights™		74		8
Facility build-outs		23,129		36,193
Extraction solutions		34,345		12,304
Total revenue	$	58,259	$	59,859

Schedule of Current Deferred Revenue

Changes in the Company’s current deferred revenue balance for the three months ended September 30, 2023 and the year ended December 31, 2022 were as follows:

(In thousands)	Three months ended September 30, 2023			Year ended December 31, 2022
Deferred revenue – beginning of period	$	4,112		$	3,772
Additions		3,685			13,392
Recognized		(3,718	)		(13,052	)
Deferred revenue – end of period	$	4,079		$	4,112

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

	Year Ended December 31,
(In thousands)	2022			2021
Deferred revenue – beginning of period	$	3,772		$	152
Additions		13,392			3,762
Recognized		(13,052	)		(142	)
Deferred revenue – end of period	$	4,112		$	3,772

Fair Value Measures (Details) - Schedule of Composition Marketable Securities - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Current marketable securities
Total non-current marketable securities	$ 4	$ 460	$ 44,550
Municipal Bonds [Member]
Current marketable securities
Total non-current marketable securities			9,961
Corporate bonds [Member]
Current marketable securities
Total non-current marketable securities		427	34,589
Mutual funds [Member]
Current marketable securities
Total non-current marketable securities		$ 33

Leases (Details) - Schedule of Financing Lease Activity - Lease Liabilities [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2008	Dec. 31, 2022	Dec. 31, 2021
Assets
Right-of-use assets, net	Operating lease right-of-use assets, net
Right-of-use assets, net		$ 2,210	$ 1,479
Finance lease assets	Property and equipment, net
Finance lease assets		261	380
Total lease assets		2,471	1,859
Liabilities
Operating	Operating lease liabilities, current
Operating		734	814
Financing	Accrued expenses and other current liabilities
Financing		152	156
Operating	Operating lease liabilities, non-current
Operating		1,587	704
Financing	Other non-current liabilities
Financing		146	293
Total lease liabilities		$ 2,619	$ 1,967
Weighted-average remaining lease term – operating leases		3 years 7 months 2 days	3 years 1 month 9 days
Weighted-average remaining lease term – finance leases		2 years 3 months 18 days	2 years 4 months 9 days
Weighted-average discount rate – operating leases		6.76%	8.03%
Weighted-average discount rate – finance leases		7.83%	6.29%

Leases (Details)	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
weighted-average discount rate	7.39%	7.29%	7.16%

Stockholders’ Equity (Details) - USD ($) $ / shares in Units, $ in Thousands														1 Months Ended				9 Months Ended	12 Months Ended
	Apr. 01, 2023	Jan. 31, 2023	Dec. 31, 2022	Dec. 16, 2022	Oct. 18, 2022	Sep. 14, 2022	Feb. 01, 2022	Dec. 31, 2021	Oct. 01, 2021	Feb. 19, 2021	Feb. 04, 2021	Feb. 01, 2021	Jan. 09, 2020	Dec. 16, 2022	Oct. 17, 2022	Jan. 25, 2022	Mar. 22, 2021	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021	Apr. 28, 2023	Mar. 01, 2023	Oct. 04, 2022	Aug. 18, 2022	Aug. 17, 2022	Jul. 11, 2022
Class of Stock [Line Items]
Authorized number of shares																						13,000,000				8,000,000
Shares of common stock																						10,000,000				5,000,000
Common stock, par value (in Dollars per share)			$ 0.001					$ 0.001		$ 2,700								$ 0.001	$ 0.001	$ 0.001		$ 0.001	$ 1			$ 0.001
Preferred stock shares																										3,000,000
Preferred stock, par value (in Dollars per share)			$ 0.001					$ 0.001										$ 0.001	$ 0.001	$ 0.001		$ 0.001				$ 0.001
Preferred stock shares, authorized			2,895,000					2,895,000										2,895,000	2,895,000	2,895,000		3,000,000				3,000,000
Conversion price (in Dollars per share)			$ 1,544																$ 1,544
Additional shares of common stock										27,778					435
Common stock price per share (in Dollars per share)	$ 4.93		$ 50.85							$ 2,700							$ 2,700		$ 50.85
Purchase of warrants			230,769																230,769					71,139
Percentage of IPO price										125.00%
Percentage of exercised										3.00%
Total net proceeds (in Dollars)																	$ 80,000
Conversion price (in Dollars per share)																			$ 1,544
Total net proceeds shares																	31,944
Cash payment (in Dollars)						$ 2,400
Public offering, percentage						10.00%
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 the accompanying fraction of a Common Warrant was $1,360.00 per share.
Pre-funded warrant, description																			Each Pre-Funded Warrant was exercisable into one share of Common Stock (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.
Gross proceeds (in Dollars)																			$ 15,600
Aggregate shares of common stock								1,202	3,332
Share issued							1,491
Share issued			31,945															69,568	31,945		499
Price per share (in Dollars per share)			$ 50.85																$ 50.85
Net proceeds (in Dollars)	$ 1,600																		$ 15,000
Commissions and fees (in Dollars)	$ 48																		468
Legal fees (in Dollars)			$ 100																75
Repay amounts due (in Dollars)																			3,000
Aggregate shares of common stock				594,232										594,232
Net proceeds received (in Dollars)				$ 8,200															$ 8,200
Stockholder approval, term																			5 years
Initial public offering per share (in Dollars per share)																			$ 13
Warrants exercised price percentage																			4.99%
Number of shares, percentage																			9.99%
Annualized volatility Percentage																				40.00%
Volatility expected term																				10 years
Aggregate purchase price (in Dollars)																		$ 1,500	$ 1,500
Purchase price of pre-funded warrants (in Dollars per share)																$ 1
Common stock price per shares (in Dollars per share)																		$ 1,496
Additional shares issued			1,338,462															375,629	1,338,462
Remaining shares		372
Gross proceeds (in Dollars)																			$ 15,600
Commissions and fees (in Dollars)																			$ 500
Exercise price per share (in Dollars per share)																			$ 13
Common 2022 Warrants [Member]
Class of Stock [Line Items]
Purchase of warrants				75,000										75,000
Offering [Member]
Class of Stock [Line Items]
Purchase of warrants				1,338,462										1,338,462
Pre-Funded Warrant [Member]
Class of Stock [Line Items]
Exercise price per share (in Dollars per share)			$ 0.001																0.001
Pre-funded warrant (in Dollars per share)																			$ 12.98
Warrants [Member]
Class of Stock [Line Items]
Purchase of warrants				75,000										75,000
Annualized volatility Percentage																			98.00%
Volatility expected term																			5 years
Pre-Funded Warrant [Member]
Class of Stock [Line Items]
Exercise price per share (in Dollars per share)			0.001																$ 0.001
Pre-funded warrant (in Dollars per share)																			12.98
Subsequent Public Offering [Member]
Class of Stock [Line Items]
Common stock, par value (in Dollars per share)			2,000																2,000
Additional shares of common stock												27,000
Common stock price per share (in Dollars per share)			50.85								$ 2,000	$ 2,000							50.85
Additional shares of common stock												4,050
Purchase of warrants										833	121	810					125
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
Share issued										27,778		31,050
Over-Allotment Option [Member]
Class of Stock [Line Items]
Additional shares of common stock										4,167	4,050
Exercise price per share (in Dollars per share)											$ 2,500						$ 3,375
Percentage of exercised											3.00%						3.00%
Additional shares of common stock																	4,167
Share issued												4,050
Private Placement [Member]
Class of Stock [Line Items]
Additional shares of common stock																12,253
Purchase of warrants aggregate																15,079
Purchase price per share (in Dollars per share)			1,380															$ 1,380	$ 1,380
Gross proceeds (in Dollars)																		$ 27,300	$ 27,300
Purchase of warrants																15,079
Warrant per shares (in Dollars per share)																		$ 1,360
Offering [Member]
Class of Stock [Line Items]
Purchase of warrants				1,338,471										1,338,471
Marketing Offering [Member]
Class of Stock [Line Items]
Purchase of warrants																		230,769
Public Offering [Member]
Class of Stock [Line Items]
Exercise price per share (in Dollars per share)										$ 3,375
ATM Program [Member]
Class of Stock [Line Items]
Additional shares of common stock																			306,628
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Designated shares													105,000
Preferred stock shares, authorized													3,000,000
Conversion price (in Dollars per share)			1,544																$ 1,544
Converted shares of common stock																			6,865
Shares of common stock																			8,485
Designated shares													105,000
Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Convertible preferred stock terms of conversion description																			• the Series A Preferred Stock is convertible, at any time after the 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 $1,544.00 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 $1,544.00 per share (after the reverse split taking effect).
Aggregate shares					50
Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Aggregate shares					50,000,000
Pre-funded warrants exercisable																		1
Exercisable shares																		1
Additional shares issued																									435
Series A Convertible Preferred Stock [Member] \| Private Placement [Member]
Class of Stock [Line Items]
Additional shares of common stock																12,253
Purchase of aggregate shares																7,853
Purchase price of stock (in Dollars per share)																$ 1
Black Scholes Option [Member]
Class of Stock [Line Items]
Fair value amount (in Dollars)																			$ 5,900
CEO [Member]
Class of Stock [Line Items]
Additional shares of common stock																		115,385	115,385
Marketing Offering [Member]
Class of Stock [Line Items]
Net proceeds (in Dollars)																			$ 15,000
Warrants [Member]
Class of Stock [Line Items]
Exercise price per share (in Dollars per share)			$ 4															$ 4	$ 4
Annualized volatility Percentage																			98.00%
Volatility expected term																			5 years

Inventory (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Inventory [Abstract]

Schedule of Inventory

Inventory consisted of the following as of September 30, 2023 and December 31, 2022:

(In thousands)	September 30, 2023			December 31, 2022
Raw materials	$	24,100		$	24,960
Prepaid inventory		10,838			15,506
Finished goods		7,607			13,689
Inventory for resale		5,024			—
Inventory, gross		47,569			54,155
Inventory reserves		(29,845	)		(32,759	)
Total inventory, net	$	17,724		$	21,396

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

(In thousands)	December 31, 2022			December 31, 2021
Raw materials	$	24,960		$	6,393
Prepaid inventory		15,506			2,237
Finished goods		13,352			12,810
Inventory, gross		53,818			21,440
Inventory reserves		(32,422	)		(942	)
Total inventory, net	$	21,396		$	20,498

Schedule of Changes in Company’s Inventory Reserve

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

(In thousands)	Nine Months Ended September 30, 2023			Year Ended December 31, 2022
Inventory reserves – beginning of period	$	32,759		$	942
(Decrease) increase in inventory reserves		(2,914	)		31,817
Inventory reserves – end of period	$	29,845		$	32,759

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

(In thousands)	Year Ended December 31,
(In thousands)	2022		2021
Inventory reserves – beginning of period	$	942	$	—
Increase in inventory reserves		31,480		942
Inventory reserves – end of period	$	32,422	$	942

Accounting Policies, by Policy (Policies)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Overview, Basis of Presentation, and Significant Accounting Policies [Abstract]

Description of Business

The Company has nine wholly-owned subsidiaries, which are collectively referred to as the “Subsidiaries” and the Company also has ownership interests in certain companies.

Description of Business

Reverse Stock Splits

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 Annual Report on Form 10-K has been retroactively adjusted to reflect the impact of these reverse stock splits.

Initial Public Offering and Secondary Public Offering

Confidentially Marketed Public Offering

Nasdaq Deficiency Notice

The Paycheck Protection Program

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

Basis of Presentation and Principles of Consolidation

Accounting for Wholly-Owned Subsidiaries

Accounting for Less Than Wholly-Owned Subsidiaries

Basis of Presentation and Principles of Consolidation

Accounting for Wholly-Owned Subsidiaries

Accounting for Less Than Wholly-Owned Subsidiaries

Going Concern

Use of Estimates

Reclassifications

Cash and Cash Equivalents

Cash, Cash Equivalents, and Restricted Cash

Marketable Securities

Accounts Receivable, Net

Concentration of Credit Risk and Significant Customer

The tables below show customers who account for 10% or more of the Company’s total revenues and 10% or more of the Company’s accounts receivable for the periods presented:

Revenue

For the three and nine months ended September 30, 2023 and 2022, the Company’s customers that accounted for 10% or more of the total revenue were as follows:

	Three months ended September 30, 2023		Three months ended September 30, 2022				Nine months ended September 30, 2023				Nine months ended September 30, 2022
(In thousands)	Amount	% of Total Revenue	Amount		% of Total Revenue		Amount		% of Total Revenue		Amount		% of Total Revenue
Company Customer Number – 136	*	*	$	908	12.9	%	$	1,930	13.8	%	$	7,054	13.5	%
Company Customer Number – 125	*	*		*	*		$	1,855	13.2	%		*	*
Company Customer Number – 139	*	*		*	*			*	*		$	8,590	16.4	%

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

Accounts Receivable, Net

As of September 30, 2023 and December 31, 2022, the Company’s customers that accounted for 10% or more of the total accounts receivable, net, were as follows:

	As of September 30, 2023				As of December 31, 2022
(In thousands)	Amount		% of Total Accounts		Amount		% of Total Accounts
Company Customer Number – 15095	$	718	60.5	%	$	352	32.9	%
Company Customer Number – 15874	$	405	34.1	%		*	*
Company Customer Number – 16491		*	*		$	123	11.5	%
Company Customer Number – 10888		*	*		$	251	23.5	%

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

Concentration of Credit Risk and Significant Customer

The tables below show customers who account for 10% or more of the Company’s total revenues and 10% or more of the Company’s accounts receivable for the periods presented.

Revenue

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

(In thousands)	Year Ended December 31, 2022				Year Ended December 31, 2021
(In thousands)	Amount		% of Total Revenue		Amount		% of Total Revenue
New England Innovation Academy (“NEIA”) – Related Party		*	*		$	22,010	36.8	%
Greenstone Holdings (“Greenstone”) – Greenstone is a related party because one of the Company’s former Agrify Brands employees and its VP of Engineering had a minority ownership		*	*		$	9,429	15.8	%
Company Customer Number – 136	$	8,005	13.8	%		*	*
Company Customer Number – 139	$	8,761	15.0	%		*	*

____________

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

Accounts Receivable, Net

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

(In thousands)	As of December 31, 2022				As of December 31, 2021
(In thousands)	Amount		% of Total Accounts Receivable		Amount		% of Total Accounts Receivable
NEIA – Related Party		*	*		$	3,498	48.4	%
Company Customer Number – 126(1)		*	*		$	1,541	21.3	%
Company Customer Number – 15095	$	352	32.9	%		*	*
Company Customer Number – 10888	$	251	23.5	%		*	*
Company Customer Number – 16491	$	123	11.5	%		*	*

____________

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

(1) The accounts receivable balance was fully reserved at December 31, 2022 due to an ongoing dispute with the customer.

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 of laboratory equipment		5
Machinery and equipment		3 to 5
Leased equipment		5 to 13
Trade show assets		3 to 5
Leasehold improvements		Lower of estimated useful life or remaining lease term

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		5 to 13
Trade show assets		3 to 5
Leasehold improvements		Lower of estimated useful life or remaining lease term

Goodwill

Based on its interim testing, the Company noted that the carrying value of equity exceeded the calculated fair value by an amount greater than the aggregate value of our goodwill. Accordingly, the Company concluded that the entire carrying value of its goodwill was impaired, resulting in a second-quarter impairment charge of $54.7 million. Additional information regarding the Company’s interim testing on goodwill may be found in Note 7 — Goodwill and Intangible Assets, Net, included elsewhere in the notes to the consolidated financial statements.

Intangible Assets

The 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

Intangible Assets

The 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

Based on its interim testing, the Company noted that the carrying value of equity exceeded the calculated fair value by an amount greater than the aggregate value of our intangible assets. Accordingly, the Company concluded that the entire carrying value of its intangible assets should be impaired, resulting in a second-quarter impairment charge of $15.2 million. Additional information regarding the Company’s interim testing on intangible assets may be found in Note 7 — Goodwill and Intangible Assets, Net, included elsewhere in the notes to the consolidated financial statements.

Convertible Notes Payable

Warrant Liabilities

Additionally, on April 18, 2023, the Company modified the exercise price of certain warrants, to reduce this from $13.00 per share to $3.45 per share.

Warrant Liabilities

Debt Issuance Costs and Debt Discount

Original Issue Discount

Leases

Deferred Revenue

Fair Value of Financial Instruments

Stock-Based Compensation

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

Stock-Based Compensation

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

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.

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 is probable. Specifically, the Company obtains written/electronic signatures on contracts and purchase orders, if said purchase orders are issued in the normal course of business by the customer.

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.

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 years ended December 31, 2022 and 2021, the Company did not have any such financial income.

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 $553 thousand and $398 thousand for December 31, 2022 and 2021, respectively. The Company’s reserve for warranty returns is included in accrued expenses and other current liabilities in its consolidated balance sheets. Additional information regarding the Company’s warranty reserve may be found in Note 3 — Supplemental Consolidated Balance Sheet Information, included elsewhere in the notes to the consolidated financial statements.

Research and Development Costs

Capitalization of Internal Software Development Costs

Income Taxes

Net Loss Per Share

Recently Adopted Accounting Pronouncements

Other recent accounting pronouncements did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

Recently Adopted Accounting Pronouncements

Pending Accounting Pronouncements

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 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 Company does not expect that the application of ASU 2021-08 will have a material impact on the presentation of its results of operations, financial position, or disclosures.

Other recent accounting pronouncements did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

Income Taxes

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Income Taxes [Abstract]

Income Taxes

Note 13 — Income Taxes

The Company’s effective income tax rate was 0.0% and 0.2% for the nine months ended September 30, 2023 and 2022, respectively. The provision for (benefit from) income taxes was $0 and $0.2 million for the nine months ended September 30, 2023 and 2022, respectively. The difference between the Company’s effective tax rates for the 2023 and 2022 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 nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 was primarily due to a recording of a valuation allowance on the company’s net deferred tax assets.

Note 15 — Income Taxes

On March 27, 2020, the CARES Act was enacted and signed into law. GAAP requires recognition of the tax effects of new legislation during the reporting period that includes the enactment date. The CARES Act includes changes to the tax provisions that benefits business entities and makes certain technical corrections to the 2017 Tax Cuts and Jobs Act. The tax relief measures for businesses include a five-year net operating loss carryback, suspension of the annual deduction limitation of 80% of taxable income from net operating losses generated in a tax year beginning after December 31, 2017, changes to the deductibility of interest, acceleration of alternative minimum tax credit refunds, payroll tax relief, and a technical correction to allow accelerated deductions for qualified improvement property. The CARES Act also provides other non-tax benefits to assist those impacted by the COVID-19 pandemic. The Company evaluated the impact of the CARES Act and determined that its adoption did not have a material impact to the income tax provision for the years ended December 31, 2022 or December 31, 2021, respectively.

For the period ended December 31, 2022, the Company recorded a tax provision of approximately $23 thousand, comprised of its change in deferred tax liability during the year related to its indefinite-lived intangible asset balance. The indefinite-lived intangibles are not all available as a source of income and thus are not fully available to offset the Company’s deferred tax assets. As of December 31, 2022, the Company has federal and state net operating loss carryforwards of approximately $96.7 million and $71.6 million, respectively. The net operating loss carryforwards for United States income taxes may be available to reduce future years’ taxable income. Management believes that the realization of the benefits from these losses appears not more than likely due to the Company’s limited operating history and continuing losses for United States income tax purposes. Accordingly, the Company has provided a 100% valuation allowance on its net operating loss carryforward deferred tax assets to reduce the assets to zero. Management will review this valuation allowance periodically and adjust as necessary.

	Year Ended December 31,
	2022		2021
US Federal statutory tax rate	21.0	%	21.0	%
State taxes	3.2	%	3.8	%
Permanent differences and other	0.2	%	0.1	%
Debt extinguishment	(4.3	)%	1.7	%
Derivative liabilities	5.7	%	0.0	%
Stock-based compensation	(0.1	)%	(2.4	)%
Intangible Asset Impairment	(5.4	)%	0.0	%
Debt discount	0.0	%	0.0	%
Prior period adjustments to opening deferred tax	0.4	%	2.2	%
Change in valuation allowance	(20.6	)%	(26.4	)%
	0.0	%	0.0	%

The tax effects of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2022 and 2021 were as follows:

(In thousands)	December 31, 2022			December 31, 2021
Net operating loss carryforward	$	24,295		$	12,565
Accruals, reserves, and other		20,082			2,529
Stock-based compensation		1,578			491
Fixed assets		68			—
Intangible Assets		3,534			—
Capitalized Sec. 174 R&E		1,937			—
Research and development tax credit carryforward		1,260			571
Lease liability		577			333
Total deferred tax assets		53,331			16,489
Valuation allowance		(52,730	)		(13,852	)
Net deferred tax assets	$	601		$	2,637
Fixed assets		—			(144	)
Intangible assets		—			(1,888	)
Debt discount		—			—
Right-of-use assets		(549	)		(323	)
Deferred commissions		(52	)		(307	)
Total deferred tax liabilities	$	(601	)	$	(2,662	)
	$	—		$	(25	)

The Company recognizes federal and state deferred tax assets or liabilities based on the Company’s estimate of future tax effects attributable to temporary differences and carryovers. The Company records a valuation allowance to reduce any deferred tax assets by the amount of any tax benefits that, based on available evidence and judgment, are not expected to be realized. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences become deductible. The Company considers projected future taxable income and planning strategies in making this assessment. As of December 31, 2021, because of a three-year cumulative loss and recent events, the Company concluded that a full valuation allowance was necessary to offset its deferred tax assets.

The Company also has indefinite-lived intangibles and goodwill which generate a deferred tax liability that is not available to fully offset its deferred tax assets due to uncertainty as to when the deferred tax liability will reverse as a source of taxable income. As a result, the Company is in a net deferred tax liability position as of December 31, 2022. The Company intends to maintain a valuation allowance until sufficient positive evidence exists to support its reversal. The Company will continue to evaluate its deferred tax balances to determine any assets that are more likely than not to be realized. As of December 31, 2022, the Company had federal and state income tax net operating loss carryovers $96.7 million and $71.6 million, respectively. Of the federal balance, approximately $675 thousand will expire if not utilized by 2037 and $96.0 million carry forward indefinitely but are only available to offset 80% of taxable income per year. As of December 31, 2022, the Company also had federal research credits of approximately $1.1 million that will expire if not utilized by 2041. The utilization of the Company’s net operating loss carryforwards and research tax credit carryovers could be subject to annual limitations under Section 382 and 383 of the Internal Revenue Code of 1986, and similar state tax provisions due to ownership change limitations that may have occurred previously or that could occur in the future. These ownership changes limit the amount of net operating loss carryforwards and other deferred tax assets that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percent points over a three-year period. The Company has not conducted an analysis of an ownership change under section 382. To the extent that a study is completed, and an ownership change is deemed to occur, the Company’s net operating losses and tax credits could be limited.

The Company does not have any uncertain tax positions or events leading to uncertainty in a tax position. The Company’s 2017 through 2021 corporate income tax returns are subject to Internal Revenue Service examination. In addition, to the extent that tax attributes are utilized in future years to offset taxable income or income taxes, the IRS and state taxing authorities can examine the years in which those attributes were generated and adjust the attributes.

- 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

Income Taxes (Details) - Schedule of U.S. Federal Statutory Tax Rate and Effective Tax Rate for Financial Statement Purposes	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Schedule Of USFederal Statutory Tax Rate And Effective Tax Rate For Financial Statement Purposes [Abstract]
US Federal statutory tax rate	21.00%	21.00%	21.00%	21.00%
State taxes			3.20%	3.80%
Permanent differences and other			0.20%	0.10%
Debt extinguishment			(4.30%)	1.70%
Derivative liabilities			5.70%	0.00%
Stock-based compensation			(0.10%)	(2.40%)
Intangible Asset Impairment			(5.40%)	0.00%
Debt discount			0.00%	0.00%
Prior period adjustments to opening deferred tax			0.40%	2.20%
Change in valuation allowance			(20.60%)	(26.40%)
Total	0.00%	0.20%	0.00%	0.00%

Debt (Details) - Schedule of PPP Loan Balances by Current and Non-Current - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Sep. 30, 2023	Dec. 31, 2021
Schedule Of Ppp Loan Balances By Current And Non Current Abstract
Balance Sheet Location, PPP Loan, current	Long-term debt, current
PPP Loan, current	$ 255		$ 792
Balance Sheet Location, PPP Loan, non-current	Long-term debt
PPP Loan, non-current	$ 401	$ 189	12
Total PPP Loan outstanding	$ 656	$ 518	$ 804

Net Loss Per Share (Details) - Schedule of Basic and Diluted Net Loss Per Share (Parentheticals) - $ / shares

3 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Dec. 31, 2022

Dec. 31, 2021

Schedule of Basic and Diluted Net Loss Per Share [Abstract]

Net loss per share attributable to Common Stockholders – diluted

$ (1.27)

$ (429.98)

$ (13.48)

$ (1,003.10)

$ (902.19)

^[1]

$ (340.75)

^[1]

[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 consolidated financial statements.

- Definition

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
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-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
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-URI https://asc.fasb.org//1943274/2147482635/260-10-55-52

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ Details

Stock-Based Compensation and Employee Benefit Plans (Details) - Schedule of Options Vested and Exercisable	12 Months Ended
	Dec. 31, 2022 $ / shares shares
456.00 [Member]
Schedule of Options Vested and Exercisable [Line Items]
Number of Options \| shares	3,668
Weighted-Average Remaining Contractual Life (Years)	7 years 4 months 20 days
Weighted-Average Exercise Price (in Dollars per share) \| $ / shares	$ 456
972.00 [Member]
Schedule of Options Vested and Exercisable [Line Items]
Number of Options \| shares	4,039
Weighted-Average Remaining Contractual Life (Years)	7 years 9 months 25 days
Weighted-Average Exercise Price (in Dollars per share) \| $ / shares	$ 972
1,536.00-1,840.00 [Member]
Schedule of Options Vested and Exercisable [Line Items]
Number of Options \| shares	135
Weighted-Average Remaining Contractual Life (Years)	8 years 7 months 28 days
Weighted-Average Exercise Price (in Dollars per share) \| $ / shares	$ 1,708.79
2,768.00-3,722.00 [Member]
Schedule of Options Vested and Exercisable [Line Items]
Number of Options \| shares	3,173
Weighted-Average Remaining Contractual Life (Years)	8 years 1 month 20 days
Weighted-Average Exercise Price (in Dollars per share) \| $ / shares	$ 2,770.05

Debt (Details) - Schedule of Future Minimum Payments - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Schedule of Future Minimum Payments [Abstract]
2023	$ 748	$ 32,247
2024	648	287
2025	18,628	120
Total future payments	$ 20,024	$ 32,654

Commitments and Contingencies

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 15 — Commitments and Contingencies

Legal Matters

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 the 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 due to the current litigation and the uncertainty of the customer’s ability to repay the 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.

Mary’s complaint and counterclaims. The Company is seeking, among other relief, monetary damages in connection with the breach of contract, breach of the implied covenant of good faith and fair dealing, unjust enrichment, and enforcement of the guarantees. Bud & Mary’s is permitted to file an amended complaint during October 2023, and Agrify will be permitted to make responsive filings, which may include an answer and counterclaim.

Bowdoin Construction Corp. Litigation

On February 22, 2023, Bowdoin Construction Corp. (“Bowdoin”) filed a complaint (the “Bowdoin Complaint”) in the Superior Court of Massachusetts in Norfolk County naming the Company, Bud & Mary’s and certain related parties as defendants, captioned Bowdoin Construction Corp. v. Agrify Corporation, Bud & Mary’s Cultivation, Inc. and BMLC2, LLC, case no. 2382CV00173. The Bowdoin Complaint relates to a construction contract between Bowdoin and the Company 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 the Company due to nonpayment of approximately $6.3 million due under the contract and related indemnification claims and mechanics’ liens. The Company is entitled to indemnification by Bud & Mary’s and intends to vigorously defend this claim.

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 the initial production of VFUs during 2021. Since February 2021, the Company increased the purchase order with Mack to approximately $26.5 million towards production of VFUs during 2021 and 2022. The Company believed the supply agreement with Mack would provide the Company with increased scaling capabilities and the ability to meet the potential future demand of its customers more efficiently. 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 believed this approach would result in both parties making a more informed decision with respect to the pricing and other terms of the supply agreement with Mack.

On October 11, 2022, the Company received a $9.4 million invoice from Mack for inventory purchased on the Company’s behalf to build VFUs. As part of the terms of the contract manufacturing agreement, Mack had the contractual right to bill the Company for any inventory that had aged greater than nine months. Due to the slowdown in the demand for the VFUs and the lack of a demand forecast that the Company could provide to the vendor, Mack exercised the right to invoice the Company for the slow-moving inventory. As of December 31, 2022, the Company owed Mack $8.4 million for purchased inventory on behalf of the Company to produce VFUs, which is included in accounts payable in the consolidated balance sheet.

On March 2, 2023, Mack filed an arbitration action seeking the amounts owed to Mack for purchased inventory. On October 27, 2023, and effective as of October 18, 2023, Mack and the Company entered into a Modification and Settlement Agreement with respect to the dispute. See Note 17 — Subsequent Events.

TRC Electronics Litigation

The Company was named as a defendant in a complaint filed by TRC Electronics, Inc. (“TRC”) on April 13, 2023 in the United States District Court for the Eastern District of Pennsylvania. In the Complaint, TRC asserts two causes of action against the Company: (1) breach of contract, and (2) promissory estoppel. TRC’s claims are based on allegations that the Company failed to make payments due under three purchase orders for commercial electronics parts. TRC seeks damages in the amount of $565,210, plus attorneys’ fees, costs, and post-judgment interest. The Company has filed an answer denying liability on TRC’s claims and is proceeding with discovery.

Sinclair Scientific Litigation

On June 15, 2023, the Company and its wholly-owned subsidiary Precision Extraction Newco, LLC (“Precision”), filed an Amended Verified Complaint in the Court of Chancery of the State of Delaware against Sinclair Scientific, LLC (“Sinclair”) and certain individual defendants (the “Delaware Action”). The claims filed in the Delaware Action concern various breaches of the Plan of Merger and Equity Purchase Agreement dated September 29, 2021, by and between the Company, Sinclair, Mass2Media, LLC, and certain of their members (the “Merger Agreement”). In response to the Delaware Action, certain of the defendants filed counterclaims for breach of contract and declaratory judgment against the Company and Precision alleging breach of the Merger Agreement. The Company and Precision filed an answer to the counterclaims denying all liability on the claims and discovery in the Delaware Action has recently commenced.

Other Litigation

In September 2023, the Company settled a legal dispute with a specific customer which resulted in the recognition of a gain of approximately $0.9 million, of which $0.3 million was paid in October 2023, with the remaining approximate $0.6 million to be paid in equal monthly installments, beginning in January, 2024. This gain was recognized as part of Other expense, net per the Condensed Consolidated Statement of Operations for the quarter ended September 30, 2023, with the approximate $0.9 million receivable balance recognized as part of Prepaid expenses and other current assets, per the Condensed Consolidated Balance Sheet, as of September 30, 2023. The settlement also resulted in the return of equipment to the Company, in October 2023.

In addition to the above, the Company entered into several additional vendor settlement agreements during the quarter ended September 30, 2023, which resulted in an aggregate gain being recognized for the quarter ended September 30, 2023, and a corresponding reduction in accounts payable owing by the Company, as of September 30, 2023, of approximately $1 million.

Commitments

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 would become a key supplier of VFUs. In February 2021, the Company placed a purchase order with Mack amounting to approximately $5.2 million towards the initial production of VFUs during 2021. Since February 2021, the Company increased the purchase order with Mack to approximately $26.5 million towards production of VFUs during 2021 and 2022. The Company believed the supply agreement with Mack would provide the Company with increased scaling capabilities and the ability to meet the potential future demand of its customers more efficiently. 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 believed this approach would result in both parties making a more informed decision with respect to the pricing and other terms of the supply agreement with Mack.

Mack $8.4 million for purchased inventory on behalf of the Company to produce VFUs, which is included in accounts payable in the consolidated balance sheet. On October 27, 2023, and effective as of October 18, 2023, Mack and the Company entered into a Modification and Settlement Agreement with respect to the dispute. See Note 17 — Subsequent Events.

Distribution Agreements with Related Party — Bluezone Products, Inc.

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 $0.5 million and $0.6 million 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 the 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 $0.3 million of the committed $0.7 million second-year purchases through December 31, 2021. Bluezone is a related party to the Company.

Committed Purchase Agreement with Related Party–4D Bios, Inc.

On September 18, 2021, the Company entered into an amended purchase agreement with 4D Bios, Inc. (“4D”) to secure purchases of horticultural equipment. The original agreement required minimum purchases of between $577 dollars and $607 dollars per unit of 4D products until December 31, 2020. The amended agreement requires minimum purchases of $582 dollars per unit with a final payment of approximately $0.9 million paid to 4D. 4D is a related party to the Company. The Company settled all outstanding commitments, leaving no open committed purchases as of December 31, 2021.

Committed Purchase Agreement with Related Party — Ora Pharm

In June 2022, the Company entered into an agreement with Ora Pharm (“Ora”) pursuant to which Ora will purchase approximately $1.6 million in equipment from the Company, and Ora may purchase software services from the Company in the future. Stuart Wilcox, the Company’s former Chief Operating Officer, is the Chairman of Ora.

Other Commitments and Contingencies

The Company is potentially subject to claims related to various non-income taxes (such as sales, value-added, consumption, and similar taxes) from various tax authorities, including in jurisdictions in which the Company already collects and remits such taxes. If the relevant taxing authorities successfully pursue these claims, the Company could be subject to additional tax liabilities.

Refer to Note 8 — Debt, included elsewhere in the notes to the consolidated financial statements for details of the Company’s future minimum debt payments. Refer to Note 9 — Leases, included elsewhere in the notes to the consolidated financial statements for details of the Company’s future minimum lease payments under operating and financing lease liabilities. Refer to Note 13 — Income Taxes, included elsewhere in the notes to the consolidated financial statements for information regarding income tax contingencies.

Note 17 — Commitments and Contingencies

Legal Matters

Bud & Mary’s Litigation

If the Company is unable to realize revenue from its TTK Solution offerings on a timely basis or at all, or if it incurs an additional loss as a result of the Bud & Mary’s claim, the Company’s business and financial performance will be adversely affected. On November 14, 2022, the Company filed its answers and affirmative defenses to the Bud & Mary’s complaint and counterclaims. The Company is seeking, among other relief, monetary damages in connection with the breach of contract, breach of the implied covenant of good faith and fair dealing, unjust enrichment, and enforcement of the guarantees. Bud & Mary’s is permitted to file an amended complaint, and Agrify will be permitted to make responsive filings, which may include an answer and counterclaim.

Bowdoin Construction Corp. Litigation

On February 22, 2023, Bowdoin Construction Corp. (“Bowdoin”) filed a complaint (the “Bowdoin Complaint”) in the Superior Court of Massachusetts in Norfolk County naming the Company, Bud & Mary’s and certain related parties as defendants, captioned Bowdoin Construction Corp. v. Agrify Corporation, Bud & Mary’s Cultivation, Inc. and BMLC2, LLC, case no. 2382CV00173. The Bowdoin Complaint relates to a construction contract between Bowdoin and the Company 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 the Company due to nonpayment of approximately $7.0 million due under the contract and related indemnification claims and mechanics’ liens. Certain of Bowdoin’s subcontractors have filed

ancillary civil actions, some seeking direct recovery of sums (which sums are understood to be subsumed in/covered by Bowdoin’s claims) against the Company. The Company is entitled to indemnification by Bud & Mary’s and intends to vigorously defend this and ancillary claim(s).

Mack Molding Co.

TRC Electronics Litigation

Sinclair Scientific Litigation

Commitments

Supply Agreement with Mack Molding Co.

Distribution Agreements with Related Party — Bluezone Products, Inc.

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 the 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 Related Party — 4D Bios, Inc.

On September 18, 2021, the Company entered into an amended purchase agreement with 4D Bios, Inc. (“4D”) to secure purchases of horticultural equipment. The original agreement required minimum purchases of between $577 dollars and $607 dollars per unit of 4D products until December 31, 2020. The amended agreement requires minimum purchases of $582 dollars per unit with a final payment of approximately $864 thousand paid to 4D. 4D is a related party to the Company. The Company settled all outstanding commitments, leaving no open committed purchases as of December 31, 2021.

Committed Purchase Agreement with Related Party — Ora Pharm

Other Commitments and Contingencies

Refer to Note 9 — Debt, included elsewhere in the notes to the consolidated financial statements for details of the Company’s future minimum debt payments. Refer to Note 10 — Leases, included elsewhere in the notes to the consolidated financial statements for details of the Company’s future minimum lease payments under operating and financing lease liabilities. Refer to Note 15 — Income Taxes, included elsewhere in the notes to the consolidated financial statements for information regarding income tax contingencies.

Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited) - USD ($) $ in Thousands	Common Stock	Preferred A Stock	Additional Paid-in Capital	Accumulated Deficit	Total Stockholders’ Equity attributable to Agrify	Non- Controlling Interests	Total
Balance at Dec. 31, 2020			$ 19,831	$ (26,510)	$ (6,679)	$ 225	$ (6,454)
Balance (in Shares) at Dec. 31, 2020	21,058	100,000
Stock-based compensation			5,552		5,552		5,552
Beneficial conversion feature associated with amended Convertible Promissory Notes			3,869		3,869		3,869
Conversion of Convertible Note			13,100		13,100		13,100
Conversion of Convertible Note (in Shares)	8,485
Issuance of Common Stock – Initial Public Offering (“IPO”), net of fees			56,961		56,961		56,961
Issuance of Common Stock – Initial Public Offering (“IPO”), net of fees (in Shares)	31,050
Issuance of Common Stock – Secondary public offering, net of fees			79,839		79,839		79,839
Issuance of Common Stock – Secondary public offering, net of fees (in Shares)	31,945
Issuance of Common Stock in connection with acquisition			176		176		176
Issuance of Common Stock in connection with acquisition (in Shares)	40
Conversion of Preferred A Stock
Conversion of Preferred A Stock (in Shares)	6,865	(100,000)
Acquisition of Precision and Cascade			12,355		12,355		12,355
Acquisition of Precision and Cascade (in Shares)	3,332
Acquisition of PurePressure			2,211		2,211		2,211
Acquisition of PurePressure (in Shares)	1,202
Exercise of options			2,132		2,132		2,132
Exercise of options (in Shares)	3,288
Exercise of warrants			8		8		8
Exercise of warrants (in Shares)	3,770
Net income (loss)				(32,465)	(32,465)	140	(32,325)
Balance at Dec. 31, 2021			196,034	(58,975)	137,059	365	137,424
Balance (in Shares) at Dec. 31, 2021	111,035
Stock-based compensation			1,893		1,893		1,893
Acquisition of Lab Society			1,903		1,903		1,903
Acquisition of Lab Society (in Shares)	1,490
Issuance of Common Stock and warrants in private placement			14,800		14,800		14,800
Issuance of Common Stock and warrants in private placement (in Shares)	12,252
Exercise of options			20		20		20
Exercise of options (in Shares)	42
Exercise of warrants			2		2		2
Exercise of warrants (in Shares)	8,138
Net income (loss)				(72,824)	(72,824)	4	(72,820)
Balance at Jun. 30, 2022			214,652	(131,799)	82,853	369	83,222
Balance (in Shares) at Jun. 30, 2022	132,957
Balance at Dec. 31, 2021			196,034	(58,975)	137,059	365	137,424
Balance (in Shares) at Dec. 31, 2021	111,035
Net income (loss)							(130,230)
Balance at Sep. 30, 2022			218,523	(189,212)	29,311	370	29,681
Balance (in Shares) at Sep. 30, 2022	134,550
Balance at Dec. 31, 2021			196,034	(58,975)	137,059	365	137,424
Balance (in Shares) at Dec. 31, 2021	111,035
Stock-based compensation			4,319		4,319		4,319
Issuance of Common Stock, warrants, and prefunded warrants in private placement			14,824		14,824		14,824
Issuance of Common Stock, warrants, and prefunded warrants in private placement (in Shares)	20,105
Confidentially marketed public offering	$ 1		3,269		3,270		3,270
Confidentially marketed public offering (in Shares)	594,232
Issuance of Common Stock through an “at the market” offering, net of fees			15,042		15,042		15,042
Issuance of Common Stock through an “at the market” offering, net of fees (in Shares)	306,628
Common Stock issued for contingent liabilities			2,220		2,220		2,220
Common Stock issued for contingent liabilities (in Shares)	435
Acquisition of Lab Society			1,904		1,904		1,904
Acquisition of Lab Society (in Shares)	2,128
Vesting of restricted stock units
Vesting of restricted stock units (in Shares)	1,249
Exercise of options			20		20		20
Exercise of options (in Shares)	43
Exercise of warrants			243		243		243
Exercise of warrants (in Shares)	2,443
Net income (loss)				(188,173)	(188,173)	(134)	(188,307)
Balance at Dec. 31, 2022	$ 1		237,875	(247,148)	(9,272)	231	(9,041)
Balance (in Shares) at Dec. 31, 2022	1,038,298
Balance at Jun. 30, 2022			214,652	(131,799)	82,853	369	83,222
Balance (in Shares) at Jun. 30, 2022	132,957
Stock-based compensation			1,645		1,645		1,645
Issuance of Common Stock in connection with acquisition			2,220		2,220		2,220
Issuance of Common Stock in connection with acquisition (in Shares)	435
Exercise of warrants			2		2		2
Exercise of warrants (in Shares)	158
Reclass of warrant liability			4		4		4
Issuance of restricted stock
Issuance of restricted stock (in Shares)	1,000
Net income (loss)				(57,413)	(57,413)	1	(57,412)
Balance at Sep. 30, 2022			218,523	(189,212)	29,311	370	29,681
Balance (in Shares) at Sep. 30, 2022	134,550
Balance at Dec. 31, 2022	$ 1		237,875	(247,148)	(9,272)	231	(9,041)
Balance (in Shares) at Dec. 31, 2022	1,038,298
Stock-based compensation			1,611		1,611		1,611
Issuance of Common Stock through an “at the market” offering, net of fees			1,545		1,545		1,545
Issuance of Common Stock through an “at the market” offering, net of fees (in Shares)	323,082
Vesting of restricted stock units
Vesting of restricted stock units (in Shares)	17
Issuance of Common Stock to Pure Pressure
Issuance of Common Stock to Pure Pressure (in Shares)	366
Exercise of prefunded warrants in private placement
Exercise of prefunded warrants in private placement (in Shares)	35,000
Conversion of Exchange Note			2,146		2,146		2,146
Conversion of Exchange Note (in Shares)	69,567
Proceeds from Employee Stock Purchase Plan Shares			25		25		25
Proceeds from Employee Stock Purchase Plan Shares (in Shares)	2,500
Conversion of Convertible Note	$ 1		1,171		1,172		1,172
Conversion of Convertible Note (in Shares)	153,617
Issuance of held-back shares to Lab Society
Issuance of held-back shares to Lab Society (in Shares)	499
Net income (loss)				(17,134)	(17,134)	2	(17,132)
Balance at Jun. 30, 2023	$ 2		244,373	(264,282)	(19,907)	233	(19,674)
Balance (in Shares) at Jun. 30, 2023	1,622,946
Balance at Dec. 31, 2022	$ 1		237,875	(247,148)	(9,272)	231	$ (9,041)
Balance (in Shares) at Dec. 31, 2022	1,038,298
Exercise of options (in Shares)							104
Net income (loss)							$ (19,226)
Balance at Sep. 30, 2023	$ 2		244,898	(266,374)	(21,474)	233	(21,241)
Balance (in Shares) at Sep. 30, 2023	1,651,281
Balance at Jun. 30, 2023	$ 2		244,373	(264,282)	(19,907)	233	(19,674)
Balance (in Shares) at Jun. 30, 2023	1,622,946
Stock-based compensation			525		525		525
Reverse stock split fractional share settlement
Reverse stock split fractional share settlement (in Shares)	28,335
Net income (loss)				(2,092)	(2,092)		(2,092)
Balance at Sep. 30, 2023	$ 2		$ 244,898	$ (266,374)	$ (21,474)	$ 233	$ (21,241)
Balance (in Shares) at Sep. 30, 2023	1,651,281

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

Dec. 31, 2022

Dec. 31, 2021

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

Total loan receivable

$ 12,214

$ 22,255

Bud & Mary’s – TTK Solution [member]

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

Total loan receivable

14,691

5,542

Greenstone – TTK Solution – Related Party [Member]

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

Total loan receivable

12,457

11,177

Company Customer Number 136 – TTK Solution [Member]

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

Total loan receivable

9,048

2,439

Company Customer Number 125 – TTK Solution [Member]

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

Total loan receivable

5,890

1,105

Company Customer Number 71 – Non-TTK Solution [Member]

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

Total loan receivable

^[1]

3,178

1,946

Company Customer Number 140 – TTK Solution [Member]

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

Total loan receivable

^[2]

TTK Solution – Allowance for doubtful accounts [Member]

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

Total loan receivable

^[3]

$ (33,050)

[1]	The current portion of loan receivable is included within Note 3 — Supplemental Consolidated Balance Sheet Information, included elsewhere in the notes to the consolidated financial statements.
[2]	The balance was written off at December 31, 2022 due to the cancellation of this TTK Solution project.
[3]	The Company established an allowance for doubtful accounts of approximately $14.7 million related to Bud & Mary’s ongoing litigation. Approximately $12.5 million relates to Greenstone, which is a related party because one of the Company’s former Agrify Brands employees and its VP of Engineering had a minority ownership, consisting of capital advances, accrued interest, and VFUs sales. Approximately $4.5 million relates to Hannah, and $1.4 million relates to WhiteCloud.

Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Net of allowance for credit losses (in Dollars)	$ 2,535	$ 4,605	$ 1,415
net of reserves (in Dollars)	29,845	32,759	942
Net of allowance for credit losses (in Dollars)	$ 19,215	$ 33,050	$ 0
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001	$ 0.001
Common stock, shares authorized	10,000,000	5,000,000	2,500,000
Common stock, shares issued	1,651,281	1,038,298	111,035
Common stock, shares outstanding	1,651,281	1,038,298	111,035
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001	$ 0.001
Preferred stock, shares authorized	2,895,000	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	$ 0.001
Preferred stock, shares authorized	105,000	105,000	105,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Previously Reported
net of reserves (in Dollars)		$ 32,422	$ 942

Stockholders’ Equity

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Stockholders’ Equity [Abstract]

Stockholders’ Equity

Note 10 — Stockholders’ Equity

On July 11, 2022, the Company increased its authorized number of shares to 8,000,000, consisting of: 5,000,000 shares of Common Stock, par value $0.001 per share and 3,000,000 shares of preferred stock, par value $0.001 per share. On January 9, 2020, the Company designated 105,000 shares of the 3,000,000 authorized shares of Preferred Stock, as Series A Convertible Preferred Stock (“Series A Preferred Stock”).

On March 1, 2023, the Company further increased its authorized number of shares to 13,000,000, consisting of: 10,000,000 shares of Common Stock, par value $0.001 per share and 3,000,000 shares of preferred stock, par value $0.001 per share.

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 12,253 shares (the “SA Shares”) of Common Stock, pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 7,853 shares of Common Stock and 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 the accompanying fraction of a Common Warrant was $1,360.00 per share.

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 (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 (“CEO”) of the Company, and Stuart Wilcox, who formerly served as our Chief Operating Officer, and at the time he was 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. On August 17, 2022, the Company issued an additional 435 shares of its Common Stock to the Precision and Cascade shareholders for contingent liabilities.

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. On April 28, 2023, the Company issued the remaining 499 Holdback Buyer Shares to the Lab Society Owners in accordance with the Lab Society Merger Agreement.

At The Marketing Offering

On October 18, 2022, the Company entered into the ATM Program with the Agent pursuant to which it may issue and sell, from time to time, shares of its Common Stock having an aggregate offering price of up to $50 million, depending on market demand, with the Agent acting as an agent for sales. The ATM Program allowed 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. As of December 31, 2022, the Company sold 306,628 shares of Common Stock, under the ATM at an average price of $50.85 per share, resulting in gross proceeds of $15.6 million, and net proceeds of $15.0 million after commissions and fees to the Agent totaling $0.5 million and legal fees totaling $0.1 million. $3.0 million of the proceeds under the ATM Program were used to repay amounts due to the Investor under the Exchange Note. The Company used 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. Due to the late filing of this Annual Report on Form 10-K, the Company is no longer eligible to utilize the registration statement on Form S-3 relating to the ATM Program, and does not anticipate any further sales under the ATM Program in the foreseeable future.

Confidentially Marketed Public Offering

On December 16, 2022, the Company issued 594,232 shares of its Common Stock, Pre-Funded 2022 Warrants to purchase 75,000 shares of its Common Stock and accompanying December 2022 Warrants to purchase 1,338,471 shares of the Company’s Common Stock. The Company received net proceeds from the Offering of approximately $8.2 million, after deducting underwriting discounts and commissions and estimated expenses. The Company intends to use the net proceeds from the Offering, together with its existing cash resources, for working capital and general corporate purposes, which may include capital expenditures and repayment of debt.

The Pre-Funded 2022 Warrants were exercisable immediately upon issuance at an exercise price of $0.001 per share and do not have an expiration date. The December 2022 Warrants were exercisable immediately and have a term of exercise equal to five years from the initial exercise date at an exercise price of $13.00 per share. The offering price for the securities was $13.00 per share (or $12.98 for each Pre-Funded 2022 Warrant).

The December 2022 Warrants may not be exercised by the holder to the extent that the holder, together with its affiliates, would beneficially own, after such exercise more than 4.99% of the shares of the Company’s Common Stock then outstanding (subject to the right of the holder to increase or decrease such beneficial ownership limitation upon notice to the Company, provided that such limitation cannot exceed 9.99%) and provided that any increase in the beneficial ownership limitation shall not be effective until the sixty-first day after such notice is delivered.

The Pre-Funded 2022 Warrants were classified as a component of permanent equity and the December 2022 Warrants were liability-classified and were recorded at the issuance date using a relative fair value allocation method. The Pre-Funded 2022 Warrants are equity-classified because they are freestanding financial instruments that are legally detachable and separately exercisable from the equity instruments, are immediately exercisable, and permit the holders to receive a fixed number of shares of Common Stock upon exercise. In addition, such warrants do not provide any guarantee of value or return. The December 2022 Warrants are liability-classified as there is a volatility floor and these warrants are not indexed to the Company’s own stock.

As of December 31, 2022, the Company valued the December 2022 Warrants using the Black-Scholes option-pricing model and determined the fair value at $5.9 million. The key inputs to the valuation model included the annualized volatility of 98.0% and the expected term of about 5 years.

Raymond Chang, Chairman and CEO, participated in the Offering and purchased 115,385 shares of Common Stock and 230,769 December 2022 Warrants for an aggregate purchase price of approximately $1.5 million.

Additional information regarding the Company’s December 2022 Warrants may be found in Note 1 — Overview, Basis of Presentation, and Significant Accounting Policies and Note 4 — Fair Value Measures, included elsewhere in the notes to the consolidated financial statements.

Note 12 — Stockholders’ Equity

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 the 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 $1,544.00 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 $1,544.00 per share (after the reverse split taking effect).

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 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 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 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 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 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 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 $3,375.00 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 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.

Underwriter Termination

On September 14, 2021, the Company entered into a letter agreement and waiver (the “Letter Agreement”), to amend the terms of its underwriting agreement with the representative of the underwriters in the IPO. Pursuant to the Letter Agreement, the representative agreed to waive the right of first refusal included in the underwriting agreement in consideration of a cash payment to the representative of $2.4 million and the right to participate as a co-manager with 10% of the economics with respect to the Company’s next public offering of securities, payable in cash upon the closing of such offering.

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 12,253 shares (the “SA Shares”) of Common Stock, pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 7,853 shares of Common Stock, and 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 the accompanying fraction of a Common Warrant was $1,360.00 per share.

Issuance of Common Stock in Connection with Acquisitions

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. On January 31, 2023, the remaining 372 Holdback Buyer Shares were released, including 6 Holdback Buyer Shares that were withheld to cover a tax indemnification claim in accordance with the Purchase Agreement. Additional information regarding the PurePressure Holdback Buyer Shares may be found in Note 8 — Business Combinations, included elsewhere in the notes to the consolidated financial statements.

At The Marketing Offering

On October 18, 2022, the Company entered into the ATM Program with the Agent pursuant to which it may issue and sell, from time to time, shares of its Common Stock having an aggregate offering price of up to $50 million, depending on market demand, with the Agent acting as an agent for sales. The ATM Program allowed 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. As of December 31, 2022, the Company sold 306,628 shares of Common Stock, under the ATM at an average price of $50.85 per share, resulting in gross proceeds of $15.6 million, and net proceeds of $15.0 million after commissions and fees to the Agent totaling $468 thousand and legal fees totaling $75 thousand. $3.0 million of the proceeds under the ATM Program were used to repay amounts due to the Investor under the Exchange Note. The Company used 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. Due to the late filing of this Annual Report on Form 10-K, the Company is no longer eligible to utilize the registration statement on Form S-3 relating to the ATM Program, and does not anticipate any further sales under the ATM Program in the foreseeable future.

Confidentially Marketed Public Offering

On December 16, 2022, the Company issued 594,232 shares of its Common Stock, Pre-Funded 2022 Warrants to purchase 75,000 shares of its Common Stock, and accompanying December 2022 Warrants to purchase 1,338,462 shares of the Company’s Common Stock. The Company received net proceeds from the Offering of approximately $8.2 million, after deducting underwriting discounts and commissions, and estimated expenses. The Company used the net proceeds from the Offering, together with its existing cash resources, for working capital and general corporate purposes, which may include capital expenditures and repayment of debt.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

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

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
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-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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-Paragraph 14
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-Publisher FASB
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Subsequent Events (Details) - USD ($)							1 Months Ended				3 Months Ended	9 Months Ended	12 Months Ended
Subsequent Events (Details) - USD ($)	Dec. 04, 2023	Apr. 26, 2023	Apr. 18, 2023	Apr. 01, 2023	Mar. 08, 2023	Feb. 19, 2021	Oct. 27, 2023	Apr. 26, 2023	Feb. 22, 2023	Oct. 17, 2022	Mar. 31, 2023	Sep. 30, 2023	Dec. 31, 2022	Jul. 12, 2023	Mar. 01, 2023	Jan. 19, 2023	Oct. 28, 2022	Oct. 04, 2022	Aug. 18, 2022	Dec. 31, 2021	Dec. 31, 2020
Subsequent Events [Line Items]
Subsequent events, description													On January 2, 2023, Timothy R. Oakes, the Chief Financial Officer (“CFO”) of the Company, notified the Company that he would resign as CFO effective as of February 28, 2023 (the “Effective Date”) to pursue other opportunities.
Nasdaq deficiency notices description													the Company received a deficiency letter from the Staff of Nasdaq notifying the Company that, for the previous 30 consecutive business days, the bid price for its Common Stock had closed below $1.00 per share, which is the minimum closing price required to maintain a continued listing on The Nasdaq Capital Market under the Minimum Bid Requirement. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company had 180 calendar days to regain compliance with the Minimum Bid Requirement. To regain compliance with the Minimum Bid Requirement, the closing bid price of the Company’s Common Stock had to be at least $1.00 per share for a minimum of 10 consecutive trading days during this 180-day compliance period, unless the Staff exercised its discretion to extend the minimum trading day period pursuant to Nasdaq Listing Rule 5810(c)(3)(G).
Due to nonpayment of litigation												$ 300,000
Common stock, authorized shares (in Shares)												10,000,000	5,000,000							2,500,000
Junior secured note												$ 3,000,000	$ 3,000,000
Buyer shares issuable (in Shares)													444
Sale of shares (in Shares)						27,778				435
Net proceeds				$ 1,600,000									$ 15,000,000
Commissions and fees				$ 48,000									$ 468,000
Common stock warrants issued (in Shares)												375,629	1,338,462
Storage fee												$ 25,000
Warrant purchase shares (in Shares)												750,000	750,000
Purchase shares of common stock (in Shares)													230,769						71,139
Share price (in Dollars per share)													$ 1			$ 1	$ 1	$ 1
Warrant increased amount												$ 3,000,000	$ 3,000,000
Equity securities gross proceeds													3,000,000
Divided cost												3,000,000	3,000,000
Gross proceeds												$ 3,000,000	$ 3,000,000
Bearing interest rate												10.00%	10.00%
Payments amount												$ 500,000
Exercise price per share (in Dollars per share)												$ 0.001
Drawn amount												$ 2,000,000
Maximum principal amount loan was increased	$ 4,000,000
Minimum [Member]
Subsequent Events [Line Items]
Warrant exercise price (in Dollars per share)																			$ 13
Maximum [Member]
Subsequent Events [Line Items]
Warrant exercise price (in Dollars per share)																			$ 3.45
Warrant Issuance [Member]
Subsequent Events [Line Items]
Share price (in Dollars per share)													$ 0.001
Warrant Issuance [Member]
Subsequent Events [Line Items]
Conversion price (in Dollars per share)												$ 1.46	1.46
Secured Promissory Note [Member]
Subsequent Events [Line Items]
Maturity date												Dec. 31, 2023
Subsequent Event [Member]
Subsequent Events [Line Items]
Due to nonpayment of litigation									$ 7,000,000
Share price (in Dollars per share)																$ 1
Extension of maturity date							Dec. 31, 2023
Forecast [Member]
Subsequent Events [Line Items]
Principal amount														$ 500,000
Exchange Fees					$ 10,000,000
Junior secured note					$ 10,000,000
Annual interest rate					9.00%
Buyer shares issuable (in Shares)		2,000,000
Remaining outstanding shares (in Shares)		445,197						445,197
Ownership percentage								4.99%
Average price per share (in Dollars per share)				$ 27.29
Gross proceeds				$ 17,200,000
Net proceeds				16,700,000
Commissions and fees											$ 48,000
Proceeds program cost				$ 3,000,000
Storage fee							$ 25,000
Warrant issuance cost							3,000,000
Accrued interest							1,100,000
Forecast [Member] \| Minimum [Member]
Subsequent Events [Line Items]
Common stock, authorized shares (in Shares)															5,000,000
Total authorized shares of stock (in Shares)															8,000,000
Modification expenses							250,000
Forecast [Member] \| Maximum [Member]
Subsequent Events [Line Items]
Common stock, authorized shares (in Shares)															10,000,000
Total authorized shares of stock (in Shares)															13,000,000
Modification expenses							$ 500,000
Forecast [Member] \| Warrant Issuance [Member]
Subsequent Events [Line Items]
Purchase shares of common stock (in Shares)							2,809,669
Exchange shares of common stock (in Shares)							375,629
Warrant to purchase shares (in Shares)							375,629
Forecast [Member] \| Securities Exchange Agreement [Member]
Subsequent Events [Line Items]
Principal amount					$ 10,300,000
Forecast [Member] \| ATM Program [Member]
Subsequent Events [Line Items]
Sale of shares (in Shares)				629,710
Commissions and fees				$ 516,000
Mr. Chang [Member]
Subsequent Events [Line Items]
Gross proceeds												$ 3,000,000
Warrant [Member]
Subsequent Events [Line Items]
Warrant exercise price (in Dollars per share)												$ 4	$ 4
Warrant to purchase shares (in Shares)													1,530,001							1,360	4,141
Warrant [Member] \| Forecast [Member] \| Minimum [Member]
Subsequent Events [Line Items]
Warrant exercise price (in Dollars per share)			$ 3.45
Warrant [Member] \| Forecast [Member] \| Maximum [Member]
Subsequent Events [Line Items]
Warrant exercise price (in Dollars per share)			$ 13

Supplemental Consolidated Balance Sheet Information (Details) - Schedule of Accrued Liability for Estimated Future Warranty Cost - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Schedule of Accrued Liability for Estimated Future Warranty Cost [Abstract]
Warranty accrual – beginning of period	$ 553	$ 398
Liabilities accrued for warranties issued during the period	230	264
Warranty accruals paid during the during	(198)	(109)
Warranty accrual – end of period	$ 585	$ 553

Stock-Based Compensation and Employee Benefit Plans (Details) - Schedule of Valuation of Options Granted	12 Months Ended
	Dec. 31, 2021
Schedule of Valuation of Options Granted [Line Items]
Volatility	40.00%
Dividend yield	0.00%
Expected life (Years)	10 years
Forfeiture rate	0.00%
Minimum [Member]
Schedule of Valuation of Options Granted [Line Items]
Risk-free interest rate	1.10%
Maximum [Member]
Schedule of Valuation of Options Granted [Line Items]
Risk-free interest rate	1.63%

Commitments and Contingencies (Details) - USD ($)			1 Months Ended					9 Months Ended		12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Feb. 22, 2023	Sep. 30, 2021	Jun. 30, 2022	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2021	Dec. 31, 2020	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Jun. 30, 2023	Oct. 11, 2022	Dec. 31, 2021	Sep. 18, 2021	Sep. 07, 2019
Commitments and Contingencies [Line Items]
Reserve outstanding									$ 14,700,000
Contingent loss									14,700,000
Due to nonpayment	$ 7,000,000
Purchase order mack amount					$ 5,200,000	$ 5,200,000
Purchase order increased		$ 26,500,000
Inventory purchased										$ 8,400,000		$ 9,400,000
Seeks damages								$ 565,210		$ 565,210
Initial production					$ 5,200,000	5,200,000
Receivable amount									26,500,000
Minimum purchases amount first year													$ 309,000
Minimum purchases amount second year													$ 660,000
Purchase agreement, description										the Company entered into an amended purchase agreement with 4D Bios, Inc. (“4D”) to secure purchases of horticultural equipment. The original agreement required minimum purchases of between $577 dollars and $607 dollars per unit of 4D products until December 31, 2020. The amended agreement requires minimum purchases of $582 dollars per unit with a final payment of approximately $864 thousand paid to 4D. 4D is a related party to the Company. The Company settled all outstanding commitments, leaving no open committed purchases as of December 31, 2021
Ora pharm purchased			$ 1,600,000
Contingent loss									$ 14,700,000
Purchase order mack amount				$ 26,500,000		5,200,000
Settled legal customer recognition of a gain								900,000
Paid amount								300,000
Paid in equal monthly installments								600,000
Prepaid expenses and other current assets								900,000
Accounts payable								$ 1,000,000
Agreement minimum purchases														$ 582,000
Final payment paid														$ 900,000
Vertical Farming Units [Member]
Commitments and Contingencies [Line Items]
Inventory purchased										$ 8,400,000	$ 8,400,000	$ 9,400,000
Maximum [Member]
Commitments and Contingencies [Line Items]
Agreement minimum purchases							$ 577,000
Minimum [Member]
Commitments and Contingencies [Line Items]
Agreement minimum purchases							$ 607,000
Mack Molding Co [Member]
Commitments and Contingencies [Line Items]
Supply agreement terms							5 years
Supply Agreement with Mack Molding Co [Member]
Commitments and Contingencies [Line Items]
Supply agreement terms							5 years
Purchase order mack amount				$ 26,500,000		26,500,000
Bluezone Products, Inc. [Member]
Commitments and Contingencies [Line Items]
Minimum purchases amount first year															$ 480,000
Minimum purchases amount second year															$ 600,000
Bowdoin Construction Corp [Member]
Commitments and Contingencies [Line Items]
Due to nonpayment	$ 6,300,000
Mack Molding Co [Member]
Commitments and Contingencies [Line Items]
Supply agreement terms							5 years
Purchase order mack amount						$ 26,500,000

Business Combinations

12 Months Ended

Dec. 31, 2022

Business Combinations [Abstract]

Business Combinations

Note 8 — Business Combinations

Acquisition of Lab Society

On February 1, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Lab Society, 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 $4.0 million in cash, subject to certain adjustments for working capital, cash, and indebtedness of Lab Society at closing, 2,128 shares of Common Stock (the “Buyer Shares”), and 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. During the third quarter of 2022, 139 of the Holdback Lab Buyer Shares were forfeited after the finalization of the net working capital settlement. The remaining 499 Holdback Lab Buyer Shares were 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. Additional information regarding the Company’s contingent consideration arrangements may be found in Note 4 — Fair Value Measures, included elsewhere in the notes to the consolidated financial statements.

Transaction and related costs, consisting primarily of professional fees, related to the acquisition, totaled approximately $66 thousand and $0 for the years ended December 31, 2022 and 2021, respectively. All transaction and related costs were expensed as incurred and are included in general and administrative expense.

The Company has prepared purchase price allocations for the business combination. The following table sets forth the components and the allocation of the purchase price for the business combination:

(In thousands)
Purchase price consideration
Closing proceeds	$	4,002
Transaction expenses		80
Closing buyer shares		1,904
Holdback buyer shares		816
Earn-out consideration		1,420
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, non-current		(35	)
Operating lease liabilities, current		(112	)
Operating lease liabilities, non-current		(192	)
Acquired intangible assets		2,462
Goodwill		4,368
Total purchase price	$	7,967

(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.

During the quarter ended June 30, 2022, the Company identified an impairment-triggering event associated with both a sustained decline in the Company’s stock price and associated market capitalization, as well as a second-quarter slowdown in the cannabis industry as a whole. Due to these factors, the Company deemed that there was an impairment to the carrying value of its property and equipment and accordingly performed interim testing as of June 30, 2022. Based on its interim testing, the Company noted that the entire carrying value of its goodwill and intangible assets were impaired. Additional information regarding the Company’s interim testing on goodwill and intangible assets may be found in Note 7 — Goodwill and Intangible Assets, Net, included elsewhere in the notes to the consolidated financial statements.

The amount of revenue of Lab Society included in the consolidated statements of operations from the acquisition date of February 1, 2022 to December 31, 2022 was $4.5 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 October 1, 2021 (as amended, the “Purchase Agreement”), with Sinclair Scientific, LLC, a Delaware limited liability company (“Sinclair”), Mass2Media, LLC, Precision, a Michigan limited liability company; 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, Sinclair transferred to the Company, and the Company purchased (the “Interest Purchase”) from Sinclair, 100% of the equity interests of Cascade, a Delaware limited liability company, such that immediately after the consummation of such Interest Purchase, Cascade became a wholly-owned subsidiary of the Company, and 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 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; the number of shares of Common Stock, subject to adjustment, equal to the quotient of $20.0 million divided by 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; Holdback Buyer Shares; and the True-Up Buyer Shares, issuable in connection with the Merger.

The Company withheld 588 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 Purchase Agreement. These shares were not released as of December 31,2022.

The Purchase Agreement included customary post-closing adjustments, representations and warranties, and covenants of the parties. The Sinclair Members became 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.

On August 10, 2022, the Company entered into a post-closing adjustment settlement agreement (“Agreement”) with Sinclair. The Agreement was entered into in connection with the Purchase Agreement. According to the Purchase Agreement, $2.5 million was held by the escrow agent as the Adjustment Escrow Amount, $4.5 million was held by the escrow agent as the Indemnity Escrow Amount. On August 17, 2022, the Company made the final Aggregate True-up Payment of approximately $5.6 million, of which $3.3 million was paid in cash and 435 True-Up Buyer Shares were released to the Sinclair Members, and the Company received $1.4 million from the Adjustment Escrow Amount, and the remaining $1.1 million balance of the Adjustment Escrow Amount became part of the Indemnity Escrow Amount.

Transaction and related costs, consisting primarily of professional fees, related to the acquisition, totaled approximately $63 thousand and $4.0 million for the years ended December 31, 2022 and 2021, respectively. All transaction and related costs were expensed as incurred and are included in general and administrative expense.

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 the close	$	23,000
Cash contributed to escrow accounts at the close		7,000
Cash paid for excess net working capital		1,430
Stock issued at the 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, non-current		(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.

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 $4.0 million in cash, subject to certain adjustments for working capital, cash, and indebtedness of PurePressure at closing; 1,646 shares of Common Stock (the “Buyer Shares”); and 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. During the third quarter of 2022, 72 of the Holdback Buyer Shares were forfeited after the finalization of the net working capital settlement. On January 31, 2023, the remaining 372 Holdback Buyer Shares were released, including 6 Holdback Buyer Shares that were withheld to cover a tax indemnification claim in accordance with the 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”). Additional information regarding the Company’s contingent consideration arrangements may be found in Note 4 — Fair Value Measures, included elsewhere in the notes to the consolidated financial statements.

Subject to certain customary limitations, 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 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.

Transaction and related costs, consisting primarily of professional fees, related to the acquisition, totaled approximately $563 thousand and $0 for the years ended December 31, 2022 and 2021, respectively. All transaction and related costs were expensed as incurred and are included in general and administrative expense.

The Company has prepared purchase price allocations for the business combination. The following table sets forth the components and the allocation of the purchase price for the business combination:

(In thousands)
Purchase price consideration
Closing proceeds	$	3,613
Indebtedness paid		320
Transaction expenses		115
Closing buyer shares		2,211
Holdback buyer shares		654
Earn-out consideration		707
Working capital adjustment		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, non-current		(74	)
Finance lease liabilities, current		(4	)
Finance lease liabilities, non-current		(10	)
Notes payable, current		(260	)
Notes payable, non-current		(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

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

Sep. 30, 2023

Dec. 31, 2022

Dec. 31, 2021

Current assets:

Cash and cash equivalents

$ 154

$ 10,457

$ 12,014

Restricted cash

10,000

Marketable securities

460

44,550

Accounts receivable, net of allowance for credit losses

1,187

1,070

7,222

Inventory, net of reserves

17,724

21,396

20,498

Prepaid expenses and other current assets

2,136

1,510

2,452

Total current assets

21,205

44,893

86,736

Loan receivable, net of allowance for credit losses

11,298

12,214

22,255

Property and equipment, net

8,385

10,044

6,232

Operating lease right-of-use assets

2,036

2,210

1,479

Goodwill

50,090

Intangible assets, net

14,072

Other non-current assets

141

326

1,184

Total assets

43,065

69,687

182,048

Current liabilities:

Accounts payable

22,160

20,543

9,151

Accrued expenses and other current liabilities

12,824

16,380

28,764

Operating lease liabilities, current

669

734

814

Long-term debt, current

1,140

28,833

1,089

Related party debt, current

127

Deferred revenue

4,079

4,112

3,772

Total current liabilities

41,372

70,602

43,590

Warrant liabilities

2,386

5,985

Operating lease liabilities, net of current

1,550

1,587

704

Long-term debt, net of current

18,998

407

Other non-current liabilities

147

318

Total liabilities

64,306

78,728

44,624

Stockholders’ (deficit) equity:

Common stock, value

^[1]

^[1],[2]

^[2]

Preferred stock, value

Additional paid-in capital

244,898

237,875

196,034

Accumulated deficit

(266,374)

(247,148)

(58,975)

Total stockholders’ deficit attributable to Agrify

(21,474)

(9,272)

137,059

Non-controlling interests

233

231

365

Total liabilities and stockholders’ equity

43,065

69,687

182,048

Preferred A Stock

Stockholders’ (deficit) equity:

Preferred stock, value

Related Party

Current liabilities:

Related party debt, current

$ 500

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

Inventory (Details) - Schedule of Changes in Company’s Inventory Reserve - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Inventory (Details) - Schedule of Changes in Company’s Inventory Reserve [Line Items]
Inventory reserves – beginning of period	$ 942
Inventory reserves – end of period	32,759	942
Increase in inventory reserves	31,480	942
Previously Reported [Member]
Inventory (Details) - Schedule of Changes in Company’s Inventory Reserve [Line Items]
Inventory reserves – beginning of period	942
Inventory reserves – end of period	$ 32,422	$ 942

Revenue and Deferred Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue and Deferred Revenue [Abstract]
Recognized of revenue	$ 2,700	$ 120

Supplemental Consolidated Balance Sheet Information (Details) - Schedule of Prepaid Expenses and Other Current Assets - USD ($)
$ in Thousands

Sep. 30, 2023

Dec. 31, 2022

Dec. 31, 2021

Schedule of Prepaid Expenses and Other Current Assets [Abstract]

Other receivables

$ 60

$ 424

$ 86

Prepaid expenses, other

124

230

541

Prepaid insurance

669

219

492

Deferred issuance costs

463

Prepaid software

129

173

Prepaid materials

Other note receivables

^[1]

807

Deferred costs

353

Total prepaid expenses and other current assets

$ 2,136

$ 1,510

$ 2,452

[1]	Other note receivables relate to the current portion of one of its loan receivable balances related to the total turn-key solution (“TTK Solution”) program.

Overview, Basis of Presentation, and Significant Accounting Policies (Details) - Schedule of Property and Equipment	Sep. 30, 2023	Dec. 31, 2022
Public Utility, Property, Plant and Equipment [Line Items]
Leasehold improvements	Lower of estimated useful life or remaining lease term	Lower of estimated useful life or remaining lease term
Furniture and fixtures [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment estimated useful life	2 years	2 years
Software [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment estimated useful life	3 years	3 years
Vehicles [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment estimated useful life	5 years	5 years
Research and development of laboratory equipment [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment estimated useful life	5 years	5 years
Machinery and equipment [Member] \| Minimum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment estimated useful life	3 years	3 years
Machinery and equipment [Member] \| Maximum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment estimated useful life	5 years	5 years
Leased equipment [Member] \| Minimum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment estimated useful life	5 years	5 years
Leased equipment [Member] \| Maximum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment estimated useful life	13 years	13 years
Trade show assets [Member] \| Minimum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment estimated useful life	3 years	3 years
Trade show assets [Member] \| Maximum [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment estimated useful life	5 years	5 years

Business Combinations (Details) - Schedule of Intangible Assets Consist of Trade Names, Technology, and Customer Relationships $ in Thousands	Dec. 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

Overview, Basis of Presentation, and Significant Accounting Policies (Details) - Schedule of Revenue - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

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

Schedule of Revenue [Line Items]

Total revenue amount

^[1]

$ 22,010

Percentage of total revenue

^[1]

36.80%

Greenstone Holdings (“Greenstone”) – Related Party [Member]

Schedule of Revenue [Line Items]

Total revenue amount

^[1]

$ 9,429

Percentage of total revenue

^[1]

15.80%

Company Customer Number – 136 [Member]

Schedule of Revenue [Line Items]

Total revenue amount

$ 8,005

^[1]

Percentage of total revenue

13.80%

^[1]

Company Customer Number – 139 [Member]

Schedule of Revenue [Line Items]

Total revenue amount

$ 8,761

^[1]

Percentage of total revenue

15.00%

^[1]

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

- Definition

+ References

+ Details

Loans Receivable

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Loan Receivable [Abstract]

Loans Receivable

Note 5 — Loans Receivable

A portion of the capital raised from the Company’s IPO was allocated to launch the Company’s TTK Solution program. The TTK Solution is the industry’s first-of-its-kind program in which the Company engages with qualified cannabis operators in the early phases of their business plans and provides critical support, typically over a 10-year period, which includes: access to capital for construction costs, the design and build-out of their cultivation and extraction facilities, state-of-the-art cultivation and extraction equipment, subscription to the Company’s Agrify Insights™, process design, training, implementation, proven grow recipes, product formulations, data analytics, and consumer branding.

On September 15, 2022, the Company provided a notice of default under the term loan agreement between the Company and Bud & Mary’s (the “Bud & Mary’s TTK Agreement”). On October 5, 2022, Bud & Mary’s Cultivation, Inc. (the “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 Bud & Mary’s TTK Agreement. In response, the Company established a reserve of $14.7 million specifically related to Bud & Mary’s. The Company deemed it necessary to fully reserve the $14.7 million outstanding balance in the third quarter of 2022 due to the current litigation and the uncertainty of the customer’s ability to repay the outstanding balance. The Company believes that Bud & Mary’s claims have no merit and intends to defend itself vigorously. The Company is taking all necessary steps to pursue repayment from Bud & Mary’s and is taking all actions necessary to protect its shareholders’ interests.

unfavorable market conditions within the Colorado market. The Company will continue to monitor the operations of Greenstone in an effort to collect all outstanding receivables but due to the uncertain nature of Greenstone’s business at this time the Company has made the decision to place a reserve against the receivables. During the quarter ended June 30, 2023, the Greenstone loan was fully written off against the reserve as a result of the sale of Greenstone to Denver Greens. It was agreed that Denver Greens would not have to pay back Greenstone’s Loan.

The breakdown of loans receivable by customer as of September 30, 2023 and December 31, 2022 were as follows:

(In thousands)	September 30, 2023			December 31, 2022
Customer 139	$	14,691		$	14,691
Customer 136		—			12,457
Customer 125		9,012			9,048
Customer 24096		6,810			5,890
Other – Non-TTK Solution(1)		—			3,178
Allowance for credit losses(2)(3)		(19,215	)		(33,050	)
Total loan receivable	$	11,298		$	12,214

(1) The current portion of loan receivable is included within Note 3 — Supplemental Consolidated Balance Sheet Information, included elsewhere in the notes to the consolidated financial statements.

(2) The balance was written off at December 31, 2022 due to the cancellation of this TTK Solution project.

(3) The Company established an allowance for credit losses of approximately $14.7 million related to Bud & Mary’s ongoing litigation. Approximately $4.5 million relates to Hannah.

At this time, the Company is not aware of, nor has it identified any risk or potential performance failure associated with any of its TTK Solution arrangements, other than the noted exceptions of Bud & Mary’s TTK Solution and Greenstone TTK Solution, which is a related party, as described above.

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, which is a related party because one of the Company’s former Agrify Brands employees and its VP of Engineering had a minority ownership, is a VIE. The Company’s loan receivable from Greenstone was written off in full during the quarter ending June 30, 2023.

Note 5 — Loans Receivable

The Company recorded $11.3 million in loan reserves during the fourth quarter of 2022, related to three customer balances that were fully or partially reserved.

On September 15, 2022, the Company provided a notice of default under the term loan agreement between the Company and Bud & Mary’s (the “Bud & Mary’s TTK Agreement”). On October 5, 2022, Bud & Mary’s Cultivation, Inc. (the “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 Bud & Mary’s TTK Agreement. In response, the Company established a reserve of $14.7 million specifically related to Bud & Mary’s. The Company deemed it necessary to fully reserve the $14.7 million outstanding balance in the third quarter of 2022 due to the litigation and the uncertainty of the customer’s ability to repay the outstanding balance. The Company believes that Bud & Mary’s claims have no merit and intends to defend itself vigorously. The Company is taking all necessary steps to pursue repayment from Bud & Mary’s and is taking all actions necessary to protect its shareholders’ interests.

During the year ended December 31, 2022, the Company established a reserve of approximately $12.5 million specifically related to Greenstone. Greenstone is a related party because one of the Company’s former Agrify Brands employees and its VP of Engineering had a minority ownership. The Company established the reserve based upon its review of Greenstone’s financial stability, which would impact collectability, which is primarily the result of unfavorable market conditions within the Colorado market. The Company will continue to monitor the operations of Greenstone in an effort to collect all outstanding receivables, but due to the uncertain nature of Greenstone’s business at this time the Company has made the decision to place a reserve against the receivables. Greenstone is a related party as of December 31, 2022 and 2021.

The breakdown of loans receivable by customer as of December 31, 2022 and 2021 were as follows:

(In thousands)	December 31, 2022			December 31, 2021
Bud & Mary’s – TTK Solution	$	14,691		$	5,542
Greenstone – TTK Solution – Greenstone is a related party because one of the Company’s former Agrify Brands employees and its VP of Engineering had a minority ownership		12,457			11,177
Company Customer Number 136 – TTK Solution		9,048			2,439
Company Customer Number 125 – TTK Solution		5,890			1,105
Company Customer Number 71 – Non-TTK Solution(1)		3,178			1,946
Company Customer Number 140 – TTK Solution(2)		—			46
TTK Solution – Allowance for doubtful accounts(3)		(33,050	)		—
Total loan receivable	$	12,214		$	22,255

____________

(1) The current portion of loan receivable is included within Note 3 — Supplemental Consolidated Balance Sheet Information, included elsewhere in the notes to the consolidated financial statements.

(2) The balance was written off at December 31, 2022 due to the cancellation of this TTK Solution project.

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, which is a related party because one of the Company’s former Agrify Brands employees and its VP of Engineering had a minority ownership, is a VIE. As of December 31, 2022, two of the Company’s employees own approximately 36.6% of the equity of Greenstone, however, since the Company is not the primary beneficiary and does not hold significant influence over Greenstone business decisions, the Company is not required to consolidate Greenstone.

Revenue and Deferred Revenue

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Revenue and Deferred Revenue [Abstract]

Revenue and Deferred Revenue

Note 2 — Revenue and Deferred Revenue

Revenue

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.

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

	Three months ended September 30,				Nine months ended September 30,
(In thousands)	2023		2022		2023		2022
Transferred at a point in time	$	2,831	$	5,657	$	12,384	$	28,675
Transferred over time		308		1,362		1,625		23,694
Total revenue	$	3,139	$	7,019	$	14,009	$	52,369

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.

Deferred Revenue

Changes in the Company’s current deferred revenue balance for the three months ended September 30, 2023 and the year ended December 31, 2022 were as follows:

(In thousands)	Three months ended September 30, 2023			Year ended December 31, 2022
Deferred revenue – beginning of period	$	4,112		$	3,772
Additions		3,685			13,392
Recognized		(3,718	)		(13,052	)
Deferred revenue – end of period	$	4,079		$	4,112

Deferred revenue balances primarily consist of customer deposits on the Company’s cultivation and extraction solutions equipment. As of September 30, 2023 and December 31, 2022, all of the Company’s deferred revenue balances were reported as current liabilities in the accompanying consolidated balance sheets.

Note 2 — Revenue and Deferred Revenue

Revenue

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

	Year Ended December 31,
(In thousands)	2022		2021
Transferred at a point in time	$	34,813	$	23,624
Transferred over time		23,446		36,235
Total revenue	$	58,259	$	59,859

The following table provides the Company’s revenue disaggregated by revenue type:

	Year Ended December 31,
(In thousands)	2022		2021
Cultivation solutions, including ancillary products and services	$	711	$	11,354
Agrify Insights™		74		8
Facility build-outs		23,129		36,193
Extraction solutions		34,345		12,304
Total revenue	$	58,259	$	59,859

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.

Deferred Revenue

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

	Year Ended December 31,
(In thousands)	2022			2021
Deferred revenue – beginning of period	$	3,772		$	152
Additions		13,392			3,762
Recognized		(13,052	)		(142	)
Deferred revenue – end of period	$	4,112		$	3,772

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

In the year ended December 31, 2022, the Company recognized $2.7 million of revenue that was deferred during 2021. And, during the year ended December 31, 2021, the Company recognized $120 thousand of revenue that was deferred during 2020.

- 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

Business Combinations (Details) - Schedule of Components and the Allocation of the Purchase Price $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Acquisition of Lab Society [Member]
Purchase price consideration
Closing proceeds	$ 4,002
Transaction expenses	80
Closing buyer shares	1,904
Holdback buyer shares	816
Earn-out consideration	1,420
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, net	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, non-current	(35)
Operating lease liabilities, current	(112)
Operating lease liabilities, non-current	(192)
Acquired intangible assets	2,462
Goodwill	4,368
Total purchase price	7,967
Acquisition of PurePressure [Member]
Purchase price consideration
Closing proceeds	3,613
Indebtedness paid	320
Transaction expenses	115
Closing buyer shares	2,211
Holdback buyer shares	654
Earn-out consideration	707
Working capital adjustment	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
Prepaid expenses and other current receivables	61
Other non-current assets	16
Accounts payable and accrued expenses	(765)
Right - of-use assets, net	191
Property and equipment, net	219
Deferred revenue	(762)
Finance lease liabilities, current	(4)
Finance lease liabilities, non-current	(10)
Notes payable, current	(260)
Notes payable, non-current	(12)
Operating lease liabilities, current	(117)
Operating lease liabilities, non-current	(74)
Acquired intangible assets	3,037
Goodwill	4,542
Total purchase price	$ 7,950

Stock Warrants

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Warrants Disclosure [Abstract]

Stock Warrants

Note 12 — Stock Warrants

The following tables present all warrant activity of the Company for the nine months ended September 30, 2023 and 2022:

	Number of Warrants		Weighted- Average Exercise Price
Warrants outstanding at December 31, 2022	1,530,001		$	38.07
Exercised	(35,000	)		—
Warrants outstanding at September 30, 2023	1,495,001		$	38.07

	Number of Warrants		Weighted- Average Exercise Price
Warrants outstanding at December 31, 2021	1,358		$	4.00
Granted	128,476			427.00
Exercised	(8,295	)		0.20
Warrants outstanding at September 30, 2022	121,539		$	451.40

The Company received proceeds from the exercise of cashless warrants of $0 for the three and nine months ended September 30, 2023, and $1 thousand and $2 thousand for the three and nine months ended September 30, 2022, respectively.

Note 14 — Stock Warrants

The following table presents all warrant activity of the Company for the years ended December 31, 2022 and 2021:

	Number of Warrants		Weighted- Average Exercise Price
Warrants outstanding at December 31, 2020	4,141		$	4.00
Granted	1,891			4.00
Exercised	(4,672	)		4.00
Warrants outstanding at December 31, 2021	1,360			4.00
Granted	1,541,937			38.57
Exercised	(10,296	)		47.97
Canceled	(3,000	)		246.00
Warrants outstanding at December 31, 2022	1,530,001		$	38.07

The Company received proceeds from the exercise of warrants of $2 thousand and $8 thousand for the years ended December 31, 2022 and 2021, respectively.

Overview, Basis of Presentation, and Significant Accounting Policies (Details) - Part 3 - USD ($)							1 Months Ended		3 Months Ended			9 Months Ended		12 Months Ended
	Apr. 01, 2023	Mar. 08, 2023	Dec. 31, 2022	Aug. 18, 2022	Aug. 07, 2022	Aug. 07, 2022	Aug. 18, 2022	Mar. 22, 2021	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Mar. 01, 2023	Oct. 18, 2022	Oct. 04, 2022	Jul. 11, 2022	Jun. 23, 2022	Feb. 19, 2021	Jul. 31, 2020
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Received total proceeds from the unsecured PPP Loans												$ 800,000		$ 779,000
Interest rate percentage																				1.00%
Principal and interest payment					$ 24,000	$ 24,000
Loan amount																						$ 45,000
Accumulated deficit			$ 247,100,000											247,100,000
Cash, cash equivalents			$ 20,500,000											$ 20,500,000
Exchange agreement payment		$ 10,300,000					$ 35,200,000
Aggregate offering price																	$ 50,000,000
Transition period, description														As of December 31, 2022, the Company sold 306,628 shares of Common Stock under the ATM Program at an average price of $50.85 per share, resulting in gross proceeds of $15.6 million, and net proceeds of $15.0 million after commissions and fees to the Agent totaling $468 thousand and legal fees totaling $75 thousand.
Average price per share (in Dollars per share)			$ 50.85											$ 50.85
Gross proceeds														$ 15,600,000
Net proceeds								$ 80,000,000						57,000,000
Commissions and fees to the agent	$ 48,000													$ 468,000
Common stock, par value (in Dollars per share)			$ 0.001						$ 0.001			$ 0.001		$ 0.001	$ 0.001	$ 0.001		$ 1	$ 0.001		$ 2,700
Revenue percentage														10.00%
Accounts receivable percentage														10.00%
Impairment charge												$ 54,700,000		$ 54,700,000
Reclassification of impairment												15,200,000		15,200,000
Warrant purchase shares (in Shares)				71,139
Purchase aggregate share (in Shares)				34,406
Reserve for warranty returns												$ 600,000		$ 553,000	$ 398,000
Tax benefit percentage												50.00%		50.00%
Deferred tax liability															$ 25,000
Federal net operating loss														$ 96,700,000
State net operating loss												$ 0	$ 200,000	$ 71,600,000
Revenue Benchmark [Member]
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Revenue percentage														10.00%	10.00%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member]
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Revenue percentage									10.00%		10.00%	10.00%		10.00%
Accounts Receivable [Member]
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Accounts receivable percentage														10.00%	10.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Accounts receivable percentage												10.00%		10.00%
Agrify Valiant LLC’s [Member]
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Ownership percentage			60.00%						60.00%			60.00%		60.00%
Agrify Brands, LLC’s [Member]
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Ownership percentage			75.00%						75.00%			75.00%		75.00%
Teejan Podponics International LLC [Member]
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Ownership percentage			50.00%											50.00%
Forecast [Member]
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Average price per share (in Dollars per share)										$ 4.93
Gross proceeds										$ 1,600,000
Net proceeds										1,600,000
Commissions and fees to the agent										$ 48,000
Canaccord Genuity LLC [Member]
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Gross proceeds														$ 3,000,000
Net proceeds														8,200,000
Commissions and fees to the agent			$ 500,000
Canaccord Genuity LLC [Member] \| Forecast [Member]
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Shares of common stock (in Shares)										323,082
SPA [Member]
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Exchange agreement payment														$ 10,000,000

Overview, Basis of Presentation, and Significant Accounting Policies (Details) - Schedule of Accounts Receivable, Net - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

NEIA – Related Party [Member]

Schedule of Accounts Receivable, Net [Line Items]

Amount

^[1]

$ 3,498

% of Total Accounts Receivable

^[1]

48.40%

Company Customer Number - 126 [Member]

Schedule of Accounts Receivable, Net [Line Items]

Amount

^[2]

^[1]

$ 1,541

% of Total Accounts Receivable

^[2]

^[1]

21.30%

Company Customer Number – 15095 [Member]

Schedule of Accounts Receivable, Net [Line Items]

Amount

$ 352

^[1]

% of Total Accounts Receivable

32.90%

^[1]

Company Customer Number - 10888 [Member]

Schedule of Accounts Receivable, Net [Line Items]

Amount

$ 251

^[1]

% of Total Accounts Receivable

23.50%

^[1]

Company Customer Number – 16491 [Member]

Schedule of Accounts Receivable, Net [Line Items]

Amount

$ 123

^[1]

% of Total Accounts Receivable

11.50%

^[1]

[1]	Customer accounts receivable balance, as a percentage of total accounts receivable balance, was less than 10%
[2]	The accounts receivable balance was fully reserved at December 31, 2022 due to an ongoing dispute with the customer.

Goodwill and Intangible Assets, Net (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets, Net [Line Items]
Impairment charges	$ 69,900	$ 69,900
Goodwill	54,700	54,700
Intangible assets	$ 15,200	15,200
Amortization expenses		$ 1,400	$ 655

- 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

Stock-Based Compensation and Employee Benefit Plans (Details) - Schedule of Restricted Stock Unit Activity - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Schedule of Restricted Stock Unit Activity [Abstract]
Number of Shares, Balance	7,691
Weighted- Average Grant Date Fair Value, Balance	$ 230.75
Number of Shares, Balance		7,691
Weighted- Average Grant Date Fair Value, Balance		$ 230.75
Number of Shares, Granted		9,440
Weighted- Average Grant Date Fair Value, Granted		$ 252.4
Number of Shares, Vested	(2,406)	(1,249)
Weighted- Average Grant Date Fair Value, Vested	$ 230.8	$ 365.66
Number of Shares, Forfeitures	(3,100)	(500)
Weighted- Average Grant Date Fair Value, Forfeitures	$ 230.8	$ 302.41
Number of Shares, Cancelled
Weighted- Average Grant Date Fair Value, Cancelled

Condensed Consolidated Statements of Cash Flows (Unaudited) $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Cash flows from operating activities
Net loss attributable to Agrify Corporation	$ (19,224)	$ (130,235)	$ (188,173)	$ (32,465)
Adjustments to reconcile net loss attributable to Agrify Corporation to net cash used in operating activities:
Depreciation and amortization	1,469	2,602	3,047	1,310
Impairment of goodwill and intangible assets		69,904	69,904
(Recovery of) provision for credit losses	(14,818)	23,708
Loss on extinguishment of notes payable, net	4,631	38,985	38,985	(2,685)
Change in fair value of warrant liabilities	(3,599)	(47,234)	(51,461)
Amortization of premium on investment securities		606		951
Interest on investment securities		(700)	(232)	(1,035)
Provision for doubtful accounts			36,694	1,187
(Recovery of) provision for slow-moving inventory	(2,914)	967	31,480	942
(Gain) loss on disposal of fixed assets	(63)	6
Amortization of debt (premium) discount	(6)	4,195	4,459	(42)
Amortization of issuance costs	24	508	420
Deferred income taxes		(262)	23	25
Prepaid and refundable taxes		(10)
Stock based compensation expense	2,136	3,538
Non-cash interest income		(1,581)
Compensation in connection with the issuance of stock options and restricted stock units			4,319	5,552
Issuance of common shares in connection with acquisition				176
Loss (income) from disposal of fixed assets			33	(5)
Impairment of property and equipment			2,912
Gain on forgiveness of PPP Loan				(45)
(Income) loss attributable to non-controlling interests	(2)	5	(134)	140
Change in fair value of contingent consideration		(1,509)	(2,156)	1,412
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	866	1,217	1,540	(3,391)
Inventory	6,619	(20,129)	(30,248)	(6,568)
Prepaid expenses and other current assets	630	969	3,222	(1,745)
Right of use assets, net	66	55	(731)	29
Other non-current assets	170	(10)	1,138
Accounts payable	1,505	303	11,236	1,127
Accrued expenses and other current liabilities	(3,406)	(8,165)	(8,555)	8,284
Operating lease liabilities	9
Other non-current liabilities			882
Deferred revenue	(33)	4,247	(625)	(3,303)
Net cash and cash equivalents used in operating activities	(25,940)	(58,020)	(72,021)	(30,149)
Cash flows from investing activities
Purchases of property and equipment	(59)	(8,002)	(8,134)	(2,220)
Proceeds from disposal of property and equipment	87
Purchases of intangibles assets				(104)
Purchase of securities		(283,271)	(294,687)	(62,209)
Proceeds from sale of securities	10,456	317,593	329,009	17,743
Proceeds from the sale of fixed assets				101
Issuance of loans receivable	(591)	(26,942)	(23,009)	(22,143)
Proceeds from repayment of loan receivable	15,342
Payments on contingent liabilities			(3,330)
Cash received from escrow account related to Sinclair acquisition			1,351
Cash paid for business combination, net of cash acquired		(3,513)	(3,517)	(35,908)
Net cash and cash equivalents provided by (used in) investing activities	25,235	(4,135)	(2,317)	(104,740)
Cash flows from financing activities
Proceeds from issuance of debt and warrants in private placement, net		61,891	61,817
Proceeds from issuance of Common Stock and warrants in private placement, net of fees		25,797	25,796
Proceeds from “at the market” Program, net	1,545
Proceeds from Employee Stock Purchase Plan Shares	25
Proceeds from Common Stock through an “at the market” offering, net of fees			15,042
Proceeds from IPO, net of fees				56,961
Proceeds from Secondary public offering, net of fees				79,839
Proceeds from exercise of options		20	20	2,132
Proceeds from exercise of warrants		3		8
Proceeds from issuance of related party note	500
Proceeds from confidentially marketed public offering			8,193
Repayment of debt in private placement	(10,307)	(33,170)	(35,497)
Repayments of notes payable, other	(71)	(48)	(187)
Payments on insurance financing loans	(1,205)	(1,714)	(1,928)
Payments on other financing loans	(5)	(248)	(254)
Payments of financing leases	(80)	(241)	(221)	(148)
Impact of reverse stock split		2
Net cash and cash equivalents (used in) provided by financing activities	(9,598)	52,292	72,781	138,792
Net decrease in cash and cash equivalents	(10,303)	(9,863)	(1,557)	3,903
Cash and cash equivalents at the beginning of period	10,457	12,014	12,014	8,111
Cash and cash equivalents at the end of period	154	2,151	10,457	12,014
Cash, cash equivalents, and restricted cash at end of period
Cash and cash equivalents	154	2,151	10,457	12,014
Restricted cash		10,000	10,000
Total cash, cash equivalents, and restricted cash at the end of period	154	12,151	20,457	12,014
Supplemental disclosures
Cash paid for interest			4,969	30
Cash paid for taxes
Supplemental disclosures of non-cash information
Equipment sold for loan receivable to customer				289
Initial fair value of warrants		50,705	55,627
Financing of prepaid insurance	1,694	1,928	$ 1,928
Transfer of property and equipment to inventory	33
Conversion of convertible notes	$ 3,306

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

3 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Dec. 31, 2022

Dec. 31, 2021

Numerator:

Net loss attributable to Agrify Corporation

$ (2,092)

$ (57,413)

$ (19,224)

$ (130,235)

$ (188,173)

$ (32,465)

Accrued dividend attributable to Preferred A Stockholders

(61)

Net loss available for Common Stockholders

$ (188,173)

$ (32,526)

Denominator:

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

1,649,741

^[1]

133,526

^[1]

1,426,016

^[1]

129,832

^[1]

208,573

^[2]

95,455

^[2]

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

$ (1.27)

$ (429.98)

$ (13.48)

$ (1,003.1)

$ (902.19)

^[2]

$ (340.75)

^[2]

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

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 5
-Subparagraph (SAB Topic 6.B)
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-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-5

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-10

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-11

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

+ Details

Fair Value Measures (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Fair Value Measures [Abstract]

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

At September 30, 2023 and December 31, 2022, the Company’s assets and liabilities measured at fair value on a recurring basis were as follows:

	September 30, 2023								December 31, 2022
	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)	$	—	$	—	$	—	$	—	$	33	$	—	$	—	$	33
Money market funds		4		—		—		4		—		—		—		—
Corporate bonds		—		—		—		—		427		—		—		427
Total assets	$	4	$	—	$	—	$	4	$	460	$	—	$	—	$	460
Liabilities:
Warrant liabilities – January 2022 warrants		—		—		3		3		—		—		4		4
Warrant liabilities – March 2022 warrants		—		—		15		15		—		—		34		34
Warrant liabilities – August 2022 warrants		—		—		38		38		—		—		93		93
Warrant liabilities – December 2022 warrants		—		—		2,330		2,330		—		—		5,854		5,854
Total liabilities	$	—	$	—	$	2,386	$	2,386	$	—	$	—	$	5,985	$	5,985

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

	December 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 in 2021)	$	33	$	—	$	—	$	33	$	178	$	—	$	—	$	178
Municipal bonds		—		—		—		—		9,961		—		—		9,961
Corporate bonds		427		—		—		427		34,589		—		—		34,589
Total assets	$	460	$	—	$	—	$	460	$	44,728	$	—	$	—	$	44,728
Liabilities
Contingent consideration	$	—	$	—	$	—	$	—	$	—	$	—	$	6,137	$	6,137
Warrant Liabilities – January 2022 Warrants		—		—		4		4		—		—		—		—
Warrant Liabilities – March 2022 Warrants		—		—		34		34		—		—		—		—
Warrant Liabilities – August 2022 Warrants		—		—		93		93		—		—		—		—
Warrant Liabilities – December 2022 Warrants		—		—		5,854		5,854		—		—		—		—
Total liabilities	$	—	$	—	$	5,985	$	5,985	$	—	$	—	$	6,137	$	6,137

Schedule of Composition Marketable Securities

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

(In thousands)	September 30, 2023		December 31, 2022
Current marketable securities:
Money market funds	$	4	$	—
Corporate bonds		—		427
Mutual funds		—		33
	$	4	$	460

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

(In thousands)	December 31, 2022		December 31, 2021
Current marketable securities
Municipal bonds	$	—	$	9,961
Corporate bonds		427		34,589
Mutual funds		33		—
	$	460	$	44,550

Schedule of Marketable Securities

At December 31, 2022, marketable securities consisted of the following:

(In thousands)	Amortized cost		Unrealized gain (loss)		Estimated fair value
Current marketable securities (due within 1 year)
Corporate bonds	$	427	$	—	$	427
Mutual funds		33		—		33
	$	460	$	—	$	460

(In thousands)	Amortized cost		Unrealized loss			Estimated fair value
Current marketable securities (due within 1 year)
Municipal bonds	$	9,961	$	(9	)	$	9,952
Corporate bonds		34,589		(72	)		34,517
	$	44,550	$	(81	)	$	44,469

Schedule of Fair Value of the Contingent Consideration within Other Expenses

The contingent earn-out payments to the sellers for each acquisition are based on the achievement of certain revenue thresholds.

(In thousands)	Year ended December 31, 2022
Contingent consideration – beginning of period	$	6,137
Accrued contingent consideration		1,420
Accretion of contingent consideration		149
Payments made on contingent liabilities		(5,550	)
Change in estimated fair value		(2,156	)
Contingent consideration – end of period	$	—

	Year Ended December 31,
(In thousands)	2022			2021
Contingent consideration – beginning of period	$	6,137		$	—
Accrued contingent consideration		1,420			4,725
Accretion of contingent consideration		149			—
Cash paid and Common Stock issued for contingent liabilities		(5,550	)		—
Change in estimated fair value		(2,156	)		1,412
Contingent consideration – end of period	$	—		$	6,137

Schedule of Valuation of Warrant Liabilities

The following table summarizes the Company’s assumptions used in the valuation as of September 30, 2023 and for the year ended December 31, 2022:

	As of September 30, 2023			December 31, 2022
Stock price	$	2.17		$	6.66
Exercise price	$	1,496.00		$	1,496.00
Expected term (in years)		3.82			4.58
Volatility		136.00	%		98.30	%
Discount rate – treasury yield		4.72	%		4.05	%

The following table summarizes the Company’s assumptions used in the valuation as of September 30, 2023 and for the year ended December 31, 2022:

	As of September 30, 2023			December 31, 2022
Stock price	$	2.17		$	6.66
Exercise price	$	430.00		$	430.00
Expected term (in years)		4.38			5.13
Volatility		130.00	%		97.96	%
Discount rate – treasury yield		4.66	%		3.99	%

The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liabilities for the nine months ended September 30, 2023:

	As of September 30, 2023			December 31, 2022
Stock price	$	2.17		$	6.66
Exercise price	$	246.00		$	246.00
Expected term (in years)		4.38			5.13
Volatility		130.00	%		97.96	%
Discount rate – treasury yield		4.66	%		3.99	%

	As of September 30, 2023			December 31, 2022
Stock price	$	2.17		$	6.66
Exercise price	$	3.45		$	13.00
Expected term (in years)		4.38			4.98
Volatility		130.00	%		98.00	%
Discount rate – treasury yield		4.66	%		3.99	%

The following table summarizes the Company’s assumptions used in the valuation for the year ended December 31, 2022:

Stock price	$	6.66
Option exercise price	$	1,496.00
Expected term (Years)		4.58
Volatility		98.3	%
Discount rate (Treasury yield)		4.05	%

Stock price	$	6.66
Option exercise price	$	430.00
Expected term (Years)		5.13
Volatility		97.96	%
Discount rate (Treasury yield)		3.99	%

Stock price	$	6.66
Option exercise price	$	246.00
Expected term (Years)		5.13
Volatility		97.96	%
Discount rate (Treasury yield)		3.99	%

Stock price	$	6.66
Option exercise price	$	13.00
Expected term (Years)		4.98
Volatility		98.00	%
Discount rate (Treasury yield)		3.99	%

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

The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liabilities for the nine months ended September 30, 2023:

(In thousands)	Nine Months Ended September 30, 2023
Warrant liabilities – beginning of period	$	4
Change in estimated fair value		3
Warrant liabilities – March 31, 2023		7
Change in estimated fair value		(1	)
Warrant liabilities – June 30, 2023		6
Change in estimated fair value		(3	)
Warrant liabilities – September 30, 2023	$	3

The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liabilities for the nine months ended September 30, 2023:

(In thousands)	Nine Months Ended September 30, 2023
Warrant liabilities – beginning of period	$	34
Change in estimated fair value		5
Warrant liabilities – March 31, 2023		39
Change in estimated fair value		(7	)
Warrant liabilities – June 30, 2023		32
Change in estimated fair value		(17	)
Warrant liabilities – September 30, 2023	$	15

The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liabilities for the nine months ended September 30, 2023:

(In thousands)	Nine Months Ended September 30, 2023
Warrant liabilities – beginning of period	$	93
Change in estimated fair value		(4	)
Warrant liabilities – March 31, 2023		89
Change in estimated fair value		(12	)
Warrant liabilities – June 30, 2023		77
Change in estimated fair value		(39	)
Warrant liabilities – September 30, 2023	$	38

The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liabilities for the nine months ended September 30, 2023:

(In thousands)	Nine Months Ended September 30, 2023
Warrant liabilities – beginning of period	$	5,854
Change in estimated fair value		(3,493	)
Warrant liabilities – March 31, 2023		2,361
Change in estimated fair value		1,885
Warrant liabilities – June 30, 2023		4,246
Change in estimated fair value		(1,916	)
Warrant liabilities – September 30, 2023	$	2,330

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

(In thousands)	Year Ended December 31, 2022
Warrant liabilities – beginning of period	$	—
Initial fair value of warrant liabilities		10,969
Change in estimated fair value		(10,965	)
Warrant liabilities – end of period	$	4

(In thousands)	Year Ended December 31, 2022
Warrant liabilities – beginning of period	$	—
Initial fair value of warrant liabilities		29,522
Change in estimated fair value		(31,133	)
Component of loss on debt extinguishment		1,645
Warrant liabilities – end of period	$	34

(In thousands)	Year Ended December 31, 2022
Warrant liabilities – beginning of period	$	—
Initial fair value of warrant liabilities		10,212
Change in estimated fair value		(9,876	)
Warrants settled in period		(243	)
Warrant liabilities – end of period	$	93

(In thousands)	Year Ended December 31, 2022
Warrant liabilities – beginning of period	$	—
Initial fair value of warrant liabilities		4,924
Change in estimated fair value		930
Warrant liabilities – end of period	$	5,854

- 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
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-5

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

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
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-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

Debt (Details) - Schedule of Debt - USD ($)
$ in Thousands

Sep. 30, 2023

Dec. 31, 2022

Dec. 31, 2021

Schedule of Debt [Abstract]

Note payable – Exchange Note

$ 18,509

$ 31,975

PPP Loan

518

656

804

Navitas loan

Related party debt

500

Other notes payable

487

^[1]

297

Total debt

20,024

32,654

$ 1,101

Unamortized debt premium (discount)

614

(3,415)

Total debt, net of debt discount

20,638

29,239

Less: current portion, net of current unamortized debt discount

(1,640)

(28,832)

Long-term debt, net of current

$ 18,998

$ 407

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

Revenue and Deferred Revenue (Details) - Schedule of Revenue Disaggregated by Timing of Revenue Recognition - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Total revenue	$ 3,139	$ 7,019	$ 14,009	$ 52,369	$ 58,259	$ 59,859
Transferred at a point in time [Member]
Disaggregation of Revenue [Line Items]
Total revenue	2,831	5,657	12,384	28,675	34,813	23,624
Transferred over time [Member]
Disaggregation of Revenue [Line Items]
Total revenue	$ 308	$ 1,362	$ 1,625	$ 23,694	$ 23,446	$ 36,235

- 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

- Definition

+ References

+ Details

Fair Value Measures (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
Fair Value Measures (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2022	Sep. 30, 2022
Fair Value Measures[ Line Items]
Contingent consideration liability		$ 170	$ 200
Second earn contingent consideration	$ 500	484
Consideration amount due		121
Total contingent consideration		5,600
Contingent consideration	100
Business Combination [Member]
Fair Value Measures[ Line Items]
Contingent consideration liability		602	$ 600
Second earn contingent consideration	$ 1,000	$ 1,000

Net Loss Per Share (Details) - Schedule of Anti-dilutive Shares - shares	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Schedule of Anti-dilutive Shares [Line Items]
Anti-dilutive shares	1,508,565	144,790	1,551,131	19,181
Shares subject to outstanding stock options [Member]
Schedule of Anti-dilutive Shares [Line Items]
Anti-dilutive shares			13,439	17,821
Shares subject to unvested restricted stock units [Member]
Schedule of Anti-dilutive Shares [Line Items]
Anti-dilutive shares			7,691
Shares subject to outstanding warrants [Member]
Schedule of Anti-dilutive Shares [Line Items]
Anti-dilutive shares			1,530,001	1,360

Supplemental Consolidated Balance Sheet Information (Details) - Schedule of Other Non-Current Assets - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of Other Non-Current Assets [Abstract]
Long-term deferred commissions expense		$ 173	$ 1,101
Security deposits	141	153	83
Total other non-current assets	$ 141	$ 326	$ 1,184

Stock-Based Compensation and Employee Benefit Plans

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Stock-Based Compensation and Employee Benefit Plans [Abstract]

Stock-Based Compensation and Employee Benefit Plans

Note 11 — Stock-Based Compensation and Employee Benefit Plans

2022 Omnibus Equity Incentive Plan

On April 29, 2022, the Company’s Board of Directors, and on June 8, 2022, the Company’s stockholders, adopted and approved the 2022 Omnibus Equity Incentive Plan (the “2022 Plan”), which replaced the 2020 Stock Option Plan (the “2020 Plan”). The 2022 Plan provides for the grant of stock options, stock appreciation right awards, performance share awards, restricted stock awards, restricted stock unit awards, other stock-based awards and cash-based awards. The aggregate number of shares of Common Stock that may be reserved and available for grant and issuance under the 2022 Plan is 26,483 shares, which includes the 10,000 shares authorized under the 2022 Plan, plus the rollover of 16,483 issued and outstanding awards under the 2020 Plan. Shares will be deemed to have been issued under the 2022 Plan solely to the extent actually issued and delivered pursuant to an award. If any award granted under the 2020 Plan or the 2022 Plan expires, is canceled, terminates unexercised or is forfeited, the number of shares subject thereto is again available for grant under the 2022 Plan. The 2022 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. As of September 30, 2023, there were 13,198 shares of Common Stock available to be granted under the Company’s 2022 Plan.

The Company’s stock compensation expense was $0.5 million and $1.6 million for the three months ended September 30, 2023 and 2022, respectively. The Company’s stock compensation expense was $2.1 million and $3.5 million for the nine months ended September 30, 2023 and 2022, respectively.

Stock Options

Stock options granted under the Company’s 2022 Plan are generally non-qualified and are granted with an exercise price equal to the market price of the Company’s Common Stock on the date of grant. The fair value of each option grant was estimated on the date of the 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 and nine months ended September 30, 2023 and 2022.

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 consolidated 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 consolidated 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.

The following table presents option activity under the Company’s stock option plans for the three and six months ended September 30, 2023:

(In thousands, except share and per share data)	Number of Options		Weighted- Average Exercise Price		Aggregate Intrinsic Value
Options outstanding at January 1, 2023	13,439		$	1,518.05	$	—
Exercised	(104	)		6.67
Forfeited	(83	)		—
Expired	(54	)		1,213.74
Options outstanding at September 30, 2023	13,198		$	1,540.76	$	—

Options vested and exercisable as of September 30, 2023	11,379		$	1,467.77
Options vested and expected to vest as of September 30, 2023	12,124		$	1,498.89

As of September 30, 2023, total unrecognized compensation expense related to unvested options under the Company’s 2022 Plan was $1.3 million, which is expected to be recognized over a weighted average period of 0.46 years.

The following table summarizes information about options vested and exercisable at September 30, 2023:

		Options Vested and Exercisable
Price ($)		Number of Options	Weighted- Average Remaining Contractual Life (Years)	Weighted- Average Exercise Price
$	456.00	3,758	5.38	$	456.00
$	972.00	3,526	5.47	$	972.00
$	1,536.00	25	9.59	$	1,536.00
$	1,840.00	146	12.39	$	1,840.00
$	2,768.00	3,924	10.36	$	2,768.00

The following table summarizes information about options expected to vest after September 30, 2023:

	Options Vested and Expected to Vest
Price ($)	Number of Options	Weighted- Average Remaining Contractual Life (Years)	Weighted- Average Exercise Price
456.00	3,758	5.38	$	456.00
972.00	3,566	5.47	$	972.00
1,536.00	50	9.59	$	1,536.00
1,840.00	250	12.39	$	1,840.00
2,768.00	4,500	10.36	$	2,768.00

Restricted Stock Units

Under the 2022 Plan, the Company may grant restricted stock units to employees, directors and officers. The restricted stock units granted generally vest equally over periods ranging from one to three years. The fair value of restricted stock units is determined based on the closing market price of the Company’s Common Stock on the date of grant. Compensation expense related to the restricted stock units is recognized using a straight-line attribution method over the vesting period.

	Number of Shares		Weighted- Average Grant Date Fair Value
Unvested at December 31, 2022	7,691		$	230.75
Vested	(2,406	)		230.80
Forfeited	(3,100	)		230.80
Unvested at September 30, 2023	2,185		$	230.80

As of September 30, 2023, total unrecognized compensation expense related to unvested restricted stock units was $0.7 million, which is expected to be recognized over a weighted average period of 2.10 years.

2022 Employee Stock Purchase Plan

On April 29, 2022, the Company’s Board of Directors, and on June 8, 2022, the Company’s stockholders, adopted and approved the 2022 Employee Stock Purchase Plan (“ESPP”). The Company has initially reserved 2,500 shares of Common Stock for issuance under the ESPP. On September 30, 2023, 2,500 shares were available for future issuance.

Under the ESPP, eligible employees are granted options to purchase shares of Common Stock at the lower of 85% of the fair market value of the stock at the time of grant or 85% of the fair market value at the time of exercise. Options to purchase shares are granted twice yearly on or about August 1 and February 1 and are exercisable on or about the succeeding January 31 and July 31, respectively, of each year. No participant may purchase more than $25 thousand worth of Common Stock annually. No Common Stock was granted under the 2022 ESPP during the three and nine months ended September 30, 2023.

Employee Benefit Plan

The Company maintains an employee’s savings and retirement plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”). All full-time U.S. employees become eligible to participate in the 401(k) Plan. The Company’s contribution to the 401(k) Plan is discretionary. During the three and nine months ended September 30, 2023, the Company did not contribute to the 401(k) Plan.

Note 13 — Stock-Based Compensation and Employee Benefit Plans

2022 Omnibus Equity Incentive Plan

On April 29, 2022, the Company’s Board of Directors, and on June 8, 2022, the Company’s stockholders, adopted and approved the 2022 Omnibus Equity Incentive Plan (the “2022 Plan”), which replaced the 2020 Stock Option Plan (the “2020 Plan”). The 2022 Plan provides for the grant of stock options, stock appreciation right awards, performance share awards, restricted stock awards, restricted stock unit awards, other stock-based awards, and cash-based awards. The aggregate number of shares of Common Stock that may be reserved and available for grant and issuance under the 2022 Plan is 26,483 shares, which includes the 10,000 shares authorized under the 2022 Plan, plus the rollover of 16,483 issued and outstanding awards under the 2020 Plan. Shares will be deemed to have been issued under the 2022 Plan solely to the extent actually issued and delivered pursuant to an award. If any award granted under the 2020 Plan or the 2022 Plan expires, is canceled, terminates unexercised, or is forfeited, the number of shares subject thereto is again available for grant under the 2022 Plan. The 2022 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. As of December 31, 2022, there were 4,104 shares of Common Stock available to be granted under the Company’s 2022 Plan.

The Company’s stock option compensation expense was $4.3 million and $5.6 million for the years ended December 31, 2022 and 2021, respectively.

Stock Options

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%
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. 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.

The following table presents option activity under the Company’s stock option plans for the years ended December 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 December 31, 2020	15,666		$	702.00	$	—
Granted	7,600			2,426.00
Exercised	(3,288	)		646.00
Forfeited	(2,151	)		769.00
Canceled	(5	)		886.00
Options outstanding at December 31, 2021	17,822			1,436.00	$	62.64
Granted	—			—
Exercised	(43	)		458.42
Forfeited	(2,363	)		1,018.82
Canceled	(1,977	)		1,394.70
Options outstanding at December 31, 2022	13,439		$	1,518.05	$	—
Options vested and exercisable as of December 31, 2022	11,015		$	1,327.13

Total recognized compensation expense related to the Company’s stock option plans for the years ended December 31, 2022 and 2021 was $3.5 million and $5.6 million, respectively. As of December 31, 2022, total unrecognized compensation expense related to unvested options under the Company’s option plans was $2.9 million, which is expected to be recognized over a weighted average period of 7.84 years.

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

		Options Vested and Exercisable
Price ($)		Number of Options	Weighted- Average Remaining Contractual Life (Years)	Weighted- Average Exercise Price
$	456.00	3,668	7.39	$	456.00
$	972.00	4,039	7.82	$	972.00
$	1,536.00 – 1,840.00	135	8.66	$	1,708.79
$	2,768.00 – 3,722.00	3,173	8.14	$	2,770.05

Restricted Stock Units

Under the 2022 Plan, the Company may grant restricted stock units to employees, directors, and officers. The restricted stock units granted generally vest equally over periods ranging from one to three years. The fair value of restricted stock units is determined based on the closing market price of the Company’s Common Stock on the date of grant. Compensation expense related to the restricted stock units is recognized using a straight-line attribution method over the vesting period.

The following table presents restricted stock unit activity under the 2022 Plan for the year ended December 31, 2022:

	Number of Shares		Weighted- Average Grant Date Fair Value
Balance at December 31, 2021	—		$	—
Granted	9,440			252.40
Vested	(1,249	)		365.66
Forfeitures	(500	)		302.41
Cancelled	—			—
Balance at December 31, 2022	7,691		$	230.75

Total recognized compensation expense related to the Company’s restricted stock units for the years ended December 31, 2022 and 2021 was $818,000 and $0, respectively. As of December 31, 2022, total unrecognized compensation expense related to unvested restricted stock units was $1.4 million, which is expected to be recognized over a weighted average period of 2.59 years.

2022 Employee Stock Purchase Plan

On April 29, 2022, the Company’s Board of Directors, and on June 8, 2022, the Company’s stockholders, adopted and approved the 2022 Employee Stock Purchase Plan (“ESPP”). The Company has initially reserved 2,500 shares of Common Stock for issuance under the ESPP. On December 31, 2022, 2,500 shares were available for future issuance.

Employee Benefit Plan

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

Supplemental Consolidated Balance Sheet Information (Details) - Schedule of Property and Equipment - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of Property and Equipment [Line Items]
Total property and equipment, gross	$ 8,137	$ 4,973	$ 3,776
Accumulated depreciation	(2,695)	(2,372)	(780)
Construction in progress	2,943	7,443	3,236
Total property and equipment, net	8,385	10,044	6,232
Leasehold improvements [Member]
Schedule of Property and Equipment [Line Items]
Total property and equipment, gross	1,123	1,111	841
Machinery and equipment [Member]
Schedule of Property and Equipment [Line Items]
Total property and equipment, gross	904	1,049	898
Software [Member]
Schedule of Property and Equipment [Line Items]
Total property and equipment, gross	606	606	174
Computer and office equipment [Member]
Schedule of Property and Equipment [Line Items]
Total property and equipment, gross	588	627	473
Leased equipment at customer [Member]
Schedule of Property and Equipment [Line Items]
Total property and equipment, gross	4,465	602	619
Furniture and fixtures [Member]
Schedule of Property and Equipment [Line Items]
Total property and equipment, gross	116	504	385
Research and development laboratory equipment [Member]
Schedule of Property and Equipment [Line Items]
Total property and equipment, gross	183	260	163
Vehicles [Member]
Schedule of Property and Equipment [Line Items]
Total property and equipment, gross	73	136	143
Trade Show Assets [Member]
Schedule of Property and Equipment [Line Items]
Total property and equipment, gross	$ 79	$ 78	$ 80

Stock-Based Compensation and Employee Benefit Plans (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Stock-Based Compensation and Employee Benefit Plans [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%
Expected life (Years)		10
Forfeiture rate		0.00%

Schedule of Options Vested and Exercisable

The following table presents option activity under the Company’s stock option plans for the three and six months ended September 30, 2023:

(In thousands, except share and per share data)	Number of Options		Weighted- Average Exercise Price		Aggregate Intrinsic Value
Options outstanding at January 1, 2023	13,439		$	1,518.05	$	—
Exercised	(104	)		6.67
Forfeited	(83	)		—
Expired	(54	)		1,213.74
Options outstanding at September 30, 2023	13,198		$	1,540.76	$	—

Options vested and exercisable as of September 30, 2023	11,379		$	1,467.77
Options vested and expected to vest as of September 30, 2023	12,124		$	1,498.89

The following table presents option activity under the Company’s stock option plans for the years ended December 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 December 31, 2020	15,666		$	702.00	$	—
Granted	7,600			2,426.00
Exercised	(3,288	)		646.00
Forfeited	(2,151	)		769.00
Canceled	(5	)		886.00
Options outstanding at December 31, 2021	17,822			1,436.00	$	62.64
Granted	—			—
Exercised	(43	)		458.42
Forfeited	(2,363	)		1,018.82
Canceled	(1,977	)		1,394.70
Options outstanding at December 31, 2022	13,439		$	1,518.05	$	—
Options vested and exercisable as of December 31, 2022	11,015		$	1,327.13

Schedule of Options Vested and Exercisable

The following table summarizes information about options vested and exercisable at September 30, 2023:

		Options Vested and Exercisable
Price ($)		Number of Options	Weighted- Average Remaining Contractual Life (Years)	Weighted- Average Exercise Price
$	456.00	3,758	5.38	$	456.00
$	972.00	3,526	5.47	$	972.00
$	1,536.00	25	9.59	$	1,536.00
$	1,840.00	146	12.39	$	1,840.00
$	2,768.00	3,924	10.36	$	2,768.00

The following table summarizes information about options expected to vest after September 30, 2023:

	Options Vested and Expected to Vest
Price ($)	Number of Options	Weighted- Average Remaining Contractual Life (Years)	Weighted- Average Exercise Price
456.00	3,758	5.38	$	456.00
972.00	3,566	5.47	$	972.00
1,536.00	50	9.59	$	1,536.00
1,840.00	250	12.39	$	1,840.00
2,768.00	4,500	10.36	$	2,768.00

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

		Options Vested and Exercisable
Price ($)		Number of Options	Weighted- Average Remaining Contractual Life (Years)	Weighted- Average Exercise Price
$	456.00	3,668	7.39	$	456.00
$	972.00	4,039	7.82	$	972.00
$	1,536.00 – 1,840.00	135	8.66	$	1,708.79
$	2,768.00 – 3,722.00	3,173	8.14	$	2,770.05

Schedule of Restricted Stock Unit Activity

Compensation expense related to the restricted stock units is recognized using a straight-line attribution method over the vesting period.

	Number of Shares		Weighted- Average Grant Date Fair Value
Unvested at December 31, 2022	7,691		$	230.75
Vested	(2,406	)		230.80
Forfeited	(3,100	)		230.80
Unvested at September 30, 2023	2,185		$	230.80

The following table presents restricted stock unit activity under the 2022 Plan for the year ended December 31, 2022:

	Number of Shares		Weighted- Average Grant Date Fair Value
Balance at December 31, 2021	—		$	—
Granted	9,440			252.40
Vested	(1,249	)		365.66
Forfeitures	(500	)		302.41
Cancelled	—			—
Balance at December 31, 2022	7,691		$	230.75

Fair Value Measures (Details) - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Assets
Total assets	$ 4	$ 460	$ 44,728
Liabilities
Total liabilities		5,985	6,137
Contingent consideration [Member]
Liabilities
Contingent consideration			6,137
January 2022 Warrants [Member]
Liabilities
Total liabilities		4
March 2022 Warrants [Member]
Liabilities
Total liabilities		34
August 2022 Warrants [Member]
Liabilities
Total liabilities		93
December 2022 Warrants [Member]
Liabilities
Total liabilities		5,854
Mutual funds (included in cash and cash equivalents) [Member]
Assets
Total assets		33	178
Municipal bonds [Member]
Assets
Total assets			9,961
Corporate bonds [Member]
Assets
Total assets		427	34,589
Level 1 [Member]
Assets
Total assets	4	460	44,728
Liabilities
Total liabilities
Level 1 [Member] \| Contingent consideration [Member]
Liabilities
Contingent consideration
Level 1 [Member] \| January 2022 Warrants [Member]
Liabilities
Total liabilities
Level 1 [Member] \| March 2022 Warrants [Member]
Liabilities
Total liabilities
Level 1 [Member] \| August 2022 Warrants [Member]
Liabilities
Total liabilities
Level 1 [Member] \| December 2022 Warrants [Member]
Liabilities
Total liabilities
Level 1 [Member] \| Mutual funds (included in cash and cash equivalents) [Member]
Assets
Total assets		33	178
Level 1 [Member] \| Municipal bonds [Member]
Assets
Total assets			9,961
Level 1 [Member] \| Corporate bonds [Member]
Assets
Total assets		427	34,589
Level 2 [Member]
Assets
Total assets
Liabilities
Total liabilities
Level 2 [Member] \| Contingent consideration [Member]
Liabilities
Contingent consideration
Level 2 [Member] \| January 2022 Warrants [Member]
Liabilities
Total liabilities
Level 2 [Member] \| March 2022 Warrants [Member]
Liabilities
Total liabilities
Level 2 [Member] \| August 2022 Warrants [Member]
Liabilities
Total liabilities
Level 2 [Member] \| December 2022 Warrants [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		5,985	6,137
Level 3 [Member] \| Contingent consideration [Member]
Liabilities
Contingent consideration			6,137
Level 3 [Member] \| January 2022 Warrants [Member]
Liabilities
Total liabilities		4
Level 3 [Member] \| March 2022 Warrants [Member]
Liabilities
Total liabilities		34
Level 3 [Member] \| August 2022 Warrants [Member]
Liabilities
Total liabilities		93
Level 3 [Member] \| December 2022 Warrants [Member]
Liabilities
Total liabilities		5,854
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

Fair Value Measures (Details) - Schedule of Changes in the Fair Value of the Level 3 Warrant Liabilities - Level 3 [Member] - USD ($) $ in Thousands	3 Months Ended			9 Months Ended	12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Schedule of Changes in the Fair Value of the Level 3 Warrant Liabilities [Line Items]
Warrant liabilities – beginning of period
Warrant liabilities – ending of period
January 2022 Warrants [Member]
Schedule of Changes in the Fair Value of the Level 3 Warrant Liabilities [Line Items]
Warrant liabilities – beginning of period	$ 6	$ 7	$ 4	$ 4
Initial fair value of warrant liabilities					10,969
Change in estimated fair value	(3)	(1)	3		(10,965)
Warrant liabilities – ending of period	3	6	7	3	4
March 2022 Warrants [Member]
Schedule of Changes in the Fair Value of the Level 3 Warrant Liabilities [Line Items]
Warrant liabilities – beginning of period	32	39	34	34
Initial fair value of warrant liabilities					29,522
Change in estimated fair value	(17)	(7)	5		(31,133)
Component of loss on debt extinguishment					1,645
Warrant liabilities – ending of period	15	32	39	15	34
August 2022 Warrants [Member]
Schedule of Changes in the Fair Value of the Level 3 Warrant Liabilities [Line Items]
Warrant liabilities – beginning of period	77	89	93	93
Initial fair value of warrant liabilities					10,212
Change in estimated fair value	(39)	(12)	(4)		(9,876)
Warrants settled in period					(243)
Warrant liabilities – ending of period	38	77	89	38	93
December 2022 Warrants [Member]
Schedule of Changes in the Fair Value of the Level 3 Warrant Liabilities [Line Items]
Warrant liabilities – beginning of period	4,246	2,361	5,854	5,854
Initial fair value of warrant liabilities					4,924
Change in estimated fair value	(1,916)	1,885	(3,493)		930
Warrant liabilities – ending of period	$ 2,330	$ 4,246	$ 2,361	$ 2,330	$ 5,854

Debt (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Debt [Abstract]

Schedule of Debt Consisted

The Company’s debt consisted of:

(In thousands)	September 30, 2023			December 31, 2022
Note payable – Exchange Note	$	18,509		$	31,975
PPP Loan		518			656
Navitas loan		10			23
Related party debt		500			—
Other notes payable(1)		487			—
Total debt		20,024			32,654
Unamortized debt premium (discount)		614			(3,415	)
Total debt, net of debt discount		20,638			29,239
Less: current portion, net of current unamortized debt discount		(1,640	)		(28,832	)
Long-term debt, net of current	$	18,998		$	407

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

The Company’s debt consisted of:

(In thousands)	December 31, 2022			December 31, 2021
Note payable – Exchange Note	$	31,975		$	—
PPP Loan		656			804
Navitas Loan		23			—
Other notes payable		—			297
Total debt		32,654			1,101
Less: unamortized debt discount		(3,414	)		—
Total debt, net of debt discount		29,240			1,101
Less: current portion, net of current unamortized debt discount		(28,833	)		(1,089	)
Long-term debt	$	407		$	12

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

The following table summarizes the short-term and long-term portions of the Exchange Note as of September 30, 2023:

(In thousands)	Short-Term		Long-Term		Notes payable, net
Principal	$	—	$	18,509	$	18,509
Unamortized premium		316		298		614
Net carrying amount	$	316	$	18,807	$	19,123

The following table summarizes the short-term and long-term portions of the Exchange Note as of December 31, 2022:

(In thousands)	Short-Term			Long-Term		Notes Payable, Net
Principal	$	31,975		$	—	$	31,975
Unamortized discount		(3,414	)		—		(3,414	)
Net carrying amount	$	28,561		$	—	$	28,561

Schedule of PPP Loan Balances by Current and Non-Current

The breakdown of PPP Loan balances by current and non-current as of September 30, 2023 and December 31, 2022 were as follows:

(In thousands)	Balance Sheet Location	September 30, 2023		December 31, 2022
PPP Loan, current	Long-term debt, current	$	328	$	255
PPP Loan, non-current	Long-term debt		189		401
Total PPP Loan outstanding		$	518	$	656

The breakdown of PPP Loan balances by current and non-current as of December 31, 2022 and 2021 were as follows:

(In thousands)	Balance Sheet Location	December 31, 2022		December 31, 2021
PPP Loan, current	Long-term debt, current	$	255	$	792
PPP Loan, non-current	Long-term debt		401		12
Total PPP Loan outstanding		$	656	$	804

Schedule of Future Minimum Payments

As of September 30, 2023, future minimum payments were as follows:

Years ending December 31 (In thousands),
Remaining 2023	$	748
2024		648
2025		18,628
Total future payments	$	20,024

As of December 31, 2022, future minimum principal payments for all debt were as follows:

Years Ending December 31 (In thousands),
2023	$	32,247
2024		287
2025		120
Total future payments	$	32,654

Income Taxes (Details) - USD ($)	9 Months Ended		12 Months Ended
Income Taxes (Details) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2017
Income Taxes [Abstract]
Percentage of annual deduction limitation			80.00%		80.00%
Tax provision			$ 23,000
Operating loss carryforwards federal			96,700,000
Operating loss carryforwards state			$ 71,600,000
Valuation allowance deferred tax asset percentage			100.00%
Federal net operating loss carryforwards			$ 96,700,000
State net operating loss carryforwards			71,600,000
Federal balance			675,000
Carry forward			96,000,000
Federal research credits			$ 1,100
Transactions ownership percentage, description			more than 50 percent points over a three-year period.
Effective income tax rate	0.00%	0.20%	0.00%	0.00%
Provision for income taxes	$ 0	$ 200,000	$ 71,600,000
Statutory tax rate	21.00%	21.00%	21.00%	21.00%

Inventory (Details) - Schedule of Inventory - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Inventory [Line Items]
Raw materials	$ 24,100	$ 24,960	$ 6,393
Prepaid inventory	10,838	15,506	2,237
Finished goods	7,607	13,689
Inventory, gross	47,569	54,155
Inventory reserves	(29,845)	(32,759)	(942)
Total inventory, net	$ 17,724	21,396	20,498
Previously Reported [Member]
Inventory [Line Items]
Finished goods		13,352	12,810
Inventory, gross		53,818	21,440
Inventory reserves		$ (32,422)	$ (942)

Business Combinations (Details) - USD ($) $ in Thousands	1 Months Ended	9 Months Ended	11 Months Ended	12 Months Ended
Business Combinations (Details) - USD ($) $ in Thousands	Jan. 31, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Sep. 30, 2023	Apr. 28, 2023
Business Combinations [Line Items]
Business acquisition description				The aggregate consideration for the Lab Society Acquisition consisted of $4.0 million in cash, subject to certain adjustments for working capital, cash, and indebtedness of Lab Society at closing, 2,128 shares of Common Stock (the “Buyer Shares”), and the Earn-out Consideration (as defined below), to the extent earned.
Buyer shares issuable (in Shares)			31,945	31,945		69,568	499
Transaction and related costs				$ 66	$ 0
Aggregate consideration, description				The aggregate consideration for the Interest Purchase and the Merger consisted of 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; the number of shares of Common Stock, subject to adjustment, equal to the quotient of $20.0 million divided by 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; Holdback Buyer Shares; and the True-Up Buyer Shares, issuable in connection with the Merger.
Purchase agreement description				the Company entered into a post-closing adjustment settlement agreement (“Agreement”) with Sinclair. The Agreement was entered into in connection with the Purchase Agreement. According to the Purchase Agreement, $2.5 million was held by the escrow agent as the Adjustment Escrow Amount, $4.5 million was held by the escrow agent as the Indemnity Escrow Amount. On August 17, 2022, the Company made the final Aggregate True-up Payment of approximately $5.6 million, of which $3.3 million was paid in cash and 435 True-Up Buyer Shares were released to the Sinclair Members, and the Company received $1.4 million from the Adjustment Escrow Amount, and the remaining $1.1 million balance of the Adjustment Escrow Amount became part of the Indemnity Escrow Amount.
Buyer shares issuable to certain members (in Shares)				444
Buyer shares working capital (in Shares)		72
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
Subsequent Event [Member]
Business Combinations [Line Items]
Buyer shares pure purchase agreement (in Shares)	372
Holdback Lab Buyer Shares [Member]
Business Combinations [Line Items]
Buyer shares issuable (in Shares)			638	638
Working capital (in Shares)		139
Shares subject to merger agreement (in Shares)		499
Acquisition of Lab Society [Member]
Business Combinations [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.
Revenue			$ 4,500
Cascade Sciences, LLC [Member]
Business Combinations [Line Items]
Equity interests percentage			100.00%	100.00%
Precision and Cascade [Member]
Business Combinations [Line Items]
Transaction and related costs				$ 63	4,000
PurePressure [Member]
Business Combinations [Line Items]
Transaction and related costs				563	$ 0
Intangible assets acquired				$ 4,000
Common stock of shares (in Shares)			1,646	1,646

Leases (Details) - Schedule of Financing Lease Activity - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of Financing Lease Activity [Abstract]
Weighted-average discount rate – operating leases	7.39%	6.76%
Weighted-average discount rate – finance leases		7.83%
Assets
Balance Sheet Classification, Right-of-use assets, net	Right-of-use, net
Right-of-use assets, net	$ 2,036	$ 2,210	$ 1,479
Balance Sheet Classification, Finance lease assets	Property and equipment, net
Finance lease assets		261
Liabilities
Balance Sheet Classification, Operating lease liabilities, current	Operating lease liabilities, current
Operating lease liabilities, current	$ 669	734	814
Balance Sheet Classification, Operating lease liabilities, non-current	Operating lease liabilities, non-current
Operating lease liabilities, non-current	$ 1,550	1,587	$ 704
Total operating lease liabilities	$ 2,219	2,321
Balance Sheet Classification, Finance lease liabilities, current	Accrued expenses and other current liabilities
Finance lease liabilities, current		152
Balance Sheet Classification, Finance lease liabilities, non-current	Other non-current liabilities
Finance lease liabilities, non-current		147
Total finance lease liabilities		$ 299

Inventory (Details) - Schedule of Inventory - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of Inventory [Abstract]
Raw materials	$ 24,100	$ 24,960	$ 6,393
Prepaid inventory	10,838	15,506	2,237
Finished goods	7,607	13,689
Inventory for resale	5,024
Inventory, gross	47,569	54,155
Inventory reserves	(29,845)	(32,759)
Total inventory, net	$ 17,724	$ 21,396	$ 20,498

Overview, Basis of Presentation, and Significant Accounting Policies (Details) - Schedule of Revenue - Revenue Benchmark [Member] - Customer Concentration Risk [Member] - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2023

^[1]

Sep. 30, 2022

^[1]

Sep. 30, 2023

Sep. 30, 2022

Company Customer Number - 136 [Member]

Principal Transaction Revenue [Line Items]

Amount

$ 908

$ 1,930

$ 7,054

Total Revenue percentage

12.90%

13.80%

13.50%

Company Customer Number - 125 [Member]

Principal Transaction Revenue [Line Items]

Amount

$ 1,855

^[1]

Total Revenue percentage

13.20%

^[1]

Company Customer Number - 139 [Member]

Principal Transaction Revenue [Line Items]

Amount

^[1]

$ 8,590

Total Revenue percentage

^[1]

16.40%

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

- Definition

+ References

+ Details

Supplemental Consolidated Balance Sheet Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Supplemental Consolidated Balance Sheet Information [Abstract]
Accounts receivables net					$ 3,000	$ 3,500
Bad debt expense					3,400	1,200
Depreciation expense	$ 500	$ 400	$ 1,500	$ 1,200	$ 1,700	$ 655
Recovery of bad debt	$ 400	$ 400	$ 1,000	$ 1,900

Goodwill and Intangible Assets, Net (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2023

Dec. 31, 2022

Goodwill and Intangible Assets, Net [Abstract]

Schedule of Changes in Goodwill

Changes in goodwill consisted of the following:

(In thousands)	Year ended December 31, 2022
Goodwill – beginning of period	$	50,090
Goodwill acquired during period		4,368
Goodwill purchase accounting adjustment		289
Goodwill impairment loss		(54,747	)
Goodwill – end of period	$	—

Changes in goodwill consisted of the following:

	Year Ended December 31,
(In thousands)	2022			2021
Goodwill – beginning of period	$	50,090		$	632
Goodwill acquired during period		4,368			49,458
Goodwill purchase accounting adjustment		289			—
Goodwill impairment loss		(54,747	)		—
Goodwill – end of period	$	—		$	50,090

Schedule of Intangible Assets, Net

Intangible assets, net as of December 31, 2022 were as follows:

	Intangible Assets, Gross						Accumulated Amortization and Impairment									Intangible Assets, Net
(In thousands)	January 1, 2022		Additions and Retirements, net		December 31, 2022		January 1, 2022			Expense and Retirements, net			December 31, 2022			January 1, 2022		December 31, 2022
Trade names	$	2,418	$	317	$	2,735	$	(227	)	$	(2,508	)	$	(2,735	)	$	2,191	$	—
Customer relationships		6,176		713		6,889		(302	)		(6,587	)		(6,889	)		5,874		—
Acquired developed Technology		4,911		1,432		6,343		(191	)		(6,152	)		(6,343	)		4,720		—
Non-compete		1,202		—		1,202		(60	)		(1,142	)		(1,202	)		1,142		—
Capitalized website costs		245		—		245		(100	)		(145	)		(245	)		145		—
Total	$	14,952	$	2,462	$	17,414	$	(880	)	$	(16,534	)	$	(17,414	)	$	14,072	$	—

Intangible assets, net as of December 31, 2022 were as follows:

	Intangible Assets, Gross						Accumulated Amortization and Impairment									Intangible Assets, Net
(In thousands)	January 1, 2022		Additions		December 31, 2022		January 1, 2022			Expense and Impairments, net			December 31, 2022			January 1, 2022		December 31, 2022
Trade names	$	2,418	$	317	$	2,735	$	(227	)	$	(2,508	)	$	(2,735	)	$	2,191	$	—
Customer relationships		6,176		713		6,889		(302	)		(6,587	)		(6,889	)		5,874		—
Acquired developed technology		4,911		1,432		6,343		(191	)		(6,152	)		(6,343	)		4,720		—
Non-compete agreements		1,202		—		1,202		(60	)		(1,142	)		(1,202	)		1,142		—
Capitalized website costs		245		—		245		(100	)		(145	)		(245	)		145		—
Total	$	14,952	$	2,462	$	17,414	$	(880	)	$	(16,534	)	$	(17,414	)	$	14,072	$	—

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		December 31, 2021		January 1, 2021			Expense			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 agreements		—		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

- 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
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Overview, Basis of Presentation, and Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands								1 Months Ended		3 Months Ended		9 Months Ended		12 Months Ended
	Apr. 01, 2023	Dec. 31, 2022	Aug. 18, 2022	Aug. 07, 2022	Aug. 07, 2022	Feb. 19, 2021	Feb. 01, 2021	Dec. 16, 2022	Oct. 17, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Mar. 01, 2023	Jan. 19, 2023	Oct. 28, 2022	Oct. 18, 2022	Oct. 04, 2022	Jul. 11, 2022	Jun. 23, 2022	Mar. 22, 2021	Feb. 04, 2021
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Warrant purchase shares (in Shares)			71,139
Offering costs												$ 8,700
Broker fees												$ 500
Common stock, par value (in Dollars per share)		$ 0.001				$ 2,700				$ 0.001		$ 0.001		$ 0.001	$ 0.001	$ 0.001				$ 1	$ 0.001
Bid price of common stock (in Dollars per share)		$ 1												$ 1			$ 1	$ 1		$ 1
Received total proceeds from the unsecured PPP Loans												$ 800		$ 779
Maturity date										May 07, 2025		May 07, 2025
Interest rate percentage																						1.00%
Principal and interest payment				$ 24	$ 24
Accumulated deficit		$ (247,148)								$ (266,374)		$ (266,374)		(247,148)	$ (58,975)
Cash equivalents, and marketable securities										200		200
Restricted cash balance		10,000												10,000
Current liabilities		$ 70,602								$ 41,372		41,372		$ 70,602	43,590
Aggregate offering price																			$ 50,000
Shares sold (in Shares)						27,778			435
Average price (in Dollars per share)	$ 4.93	$ 50.85				$ 2,700								$ 50.85									$ 2,700
Gross proceeds	$ 1,600												$ 25,797	$ 25,796
Net proceeds	1,600													15,000
Commissions and fees to the agent	$ 48													468
Legal fees		$ 100												$ 75
Revenue percentage														10.00%
Accounts receivable percentage														10.00%
Impairment charge												54,700		$ 54,700
Reclassification of impairment												15,200		$ 15,200
Warrants to purchase common stock (in Shares)		230,769	71,139											230,769
Reserve for warranty returns												$ 600		$ 553	$ 398
Tax benefit percentage												50.00%		50.00%
Common Stock [Member]
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Share issued (in Shares)								594,232						594,232
Minimum [Member]
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Exercise price (in Dollars per share)			$ 13
Maximum [Member]
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Exercise price (in Dollars per share)			$ 3.45
Revenues [Member]
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Revenue percentage														10.00%	10.00%
Revenues [Member] \| Customer Concentration Risk [Member]
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Revenue percentage										10.00%	10.00%	10.00%		10.00%
Revenues [Member] \| Revenue from Rights Concentration Risk [Member]
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Revenue percentage												10.00%
Accounts Receivable [Member]
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Accounts receivable percentage														10.00%	10.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Accounts receivable percentage												10.00%		10.00%
Accounts Receivable [Member] \| Credit Availability Concentration Risk [Member]
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Revenue percentage												10.00%
Accounts receivable percentage												10.00%
SPA Warrant [Member]
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Warrants to purchase common stock (in Shares)			34,406
Pre-Funded 2022 Warrants [Member]
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Warrant purchase shares (in Shares)								75,000
December 2022 Warrants [Member]
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Warrant purchase shares (in Shares)								1,338,462
IPO [Member]
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Common stock, par value (in Dollars per share)		$ 2,000												$ 2,000
Shares sold (in Shares)							27,000
Average price (in Dollars per share)		$ 50.85					$ 2,000							$ 50.85										$ 2,000
Warrants to purchase common stock (in Shares)						833	810																125	121
Exercise price (in Dollars per share)							$ 2,500
Common Stock [Member]
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Bid price of common stock (in Dollars per share)																	$ 1
Agrify Valiant LLC’s [Member]
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Ownership percentage		60.00%								60.00%		60.00%		60.00%
Agrify Brands, LLC’s [Member]
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Ownership percentage		75.00%								75.00%		75.00%		75.00%
Exchange Note [Member]
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Current liabilities										$ 41,400		$ 41,400
Canaccord Genuity LLC [Member]
Overview, Basis of Presentation, and Significant Accounting Policies [Line Items]
Offering costs														$ 8,700
Net proceeds from offering cost												8,200
Shares sold (in Shares)	323,082													306,628
Gross proceeds		$ 15,600
Net proceeds		15,100
Commissions and fees to the agent		$ 500
Proceeds from ATM Program												$ 3,000