What changed in this filing

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Item 1. Business

2025-03-21 compared with 2024-04-15 · 254 added, 707 removed, 6 unchanged (99% of the section changed)

otherwise stated or the context otherwise requires, references in this report to “Agrify”, the “Company,” “we,”

“us,” “our,” or similar references mean Agrify Corporation and its subsidiaries on a consolidated basis.

are a leading provider of innovative cultivation and extraction solutions for the cannabis industry, bringing data, science, and technology

to the forefront of the market.

Our proprietary micro-environment-controlled Agrify Vertical Farming Units (“VFUs”) enable

cultivators to produce high quality products with what we believe to be unmatched consistency, yield, and return investment at scale.

Our comprehensive extraction product line, which includes hydrocarbon, alcohol, solventless, post-processing, and lab equipment, empowers

Unless otherwise stated

or the context otherwise requires, references in this report to “Agrify”, the “Company,” “we,” “us,”

“our,” or similar references mean Agrify Corporation and its subsidiaries on a consolidated basis.

Business Overview

Agrify is a developer of branded innovative solutions for the cannabis

and hemp industries.

Our Señorita brand offers consumers hemp-derived tetrahydrocannabinol (“THC”) beverages that mirror

well-known cocktails like a margarita – in three flavors – classic Lime Jalapeño Margarita, Mango Margarita, and Paloma.

Known for its clean, fresh taste and commitment to high-quality, natural ingredients, Señorita offers a low-sugar, low-calorie

alternative to alcoholic beverages and is available at top retailers including Total Wine, ABC Fine Wine & Spirits, and Binny’s

states and Canada, with plans for expansion and future availability in premier on-premises destinations.

In addition to beverages,

Agrify has also historically been a leading provider of innovative cultivation and extraction solutions for the cannabis industry.

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.

our inception, we have gone from primarily developing, selling, and supporting our VFUs along with our fully integrated Agrify Insights™

cultivation software (“Agrify Insights™”) to being able to offer customers a far more complete set of solutions, products,

and services across both cultivation and extraction.

This has been a function of both our natural evolution and through a set of strategic

mergers and acquisitions.

Since 2020, we have integrated six new brands into Agrify’s broader organization.

Our first acquisition,

TriGrow Systems, Inc., was completed in January 2020.

TriGrow Systems, Inc.

was formerly the exclusive distributor of Agrify’s

We added Harbor Mountain Holdings, LLC to our portfolio on July 21, 2020, to help scale up our manufacturing strategy with engineering,

prototyping, manufacturing, testing, warehousing, and installation services.

Since October 2021, we have been strategically focused on

establishing ourselves as a global leader in the cannabis and hemp extraction equipment industry, complementing our cutting-edge cannabis

and hemp cultivation solutions.

Over five months, we acquired four of the top brand names in the industry.

On October 1, 2021, we acquired

Precision Extraction Solutions, a market leader in developing and producing high-quality hydrocarbon and alcohol extraction solutions,

and Cascade Sciences, LLC, a market leader in developing and producing high-quality vacuum purge ovens and decarboxylation ovens.

December 31, 2021, we acquired PurePressure, LLC, a market leader in developing and producing high-quality solventless extraction solutions

and advanced ice-water hash processing equipment in the cannabis and hemp industry.

On February 1, 2022, we completed our acquisition

of LS Holdings Corp., a market leader in developing and producing high-quality distillation and solvent separation solutions for the

cannabis and hemp industry.

now offer our customers an extensive ecosystem of solutions, products, training, and service capabilities in what has historically been

a highly fragmented market.

Our offerings, which are described in more detail below, are compelling on their own.

However, we believe

what sets us apart is our ability to bring to the market the most comprehensive set of cultivation and extraction solutions from a single

As a result, we believe we are well-positioned to capture market share and create a dominant market position in the indoor

cannabis sector.

We currently have two primary areas of business focus:

● Cultivation

we do not cultivate, come in contact with, distribute, or dispense cannabis or any cannabis derivatives that are currently prohibited

federal law, our equipment and business solutions can be used within indoor grow facilities by fully licensed cannabis cultivators.

We sell our proprietary cultivation solutions to independent licensed cultivators.

The two primary products we sell are the VFUs and

Agrify Insights™.

We believe we are one of a limited number of companies offering a fully integrated cultivation solution optimized

for precision growing with robust automation capabilities in the industry.

Vertical Farming Unit

proprietary VFU technology offers a modular, compartmentalized micro-climate growing system for indoor vertical farming.

Our VFU system

is designed for craft farmers, single-state operators, and multi-state operators who are looking to consistently produce higher-quality

crops at scale.

The VFUs are designed to line up horizontally in rows, and can be stacked vertically up to three units tall, taking advantage

of unused indoor vertical space with the below benefits:

Floor Space Utilization .

Each VFU provides two tiers of growing canopy.

introduce an open-room facility design approach to maximize available cultivation floor space

while offering superior risk mitigation via individual compartmentalized cultivation chambers

which aim to contain potential biological threats to cultivation facilities.

Environmental Controls .

Each VFU has an Environmental Control Unit that is integrated

with our proprietary cultivation software, Agrify Insights™.

This integration allows

for precise control and automation over light photoperiod and intensity, temperature, humidity,

vapor pressure deficit (“VPD”), carbon dioxide, fertigation, and irrigation throughout

the lifecycle of the plants.

Scalability .

The VFU is designed to stack up to three units tall, sextupling production

volume over the same traditional footprint.

Each unit is designed to easily integrate with

a mezzanine catwalk system providing unparalleled access to all levels of cultivation.

Safety & Efficiency .

The VFU’s design was thoughtful and intentional;

the ergonomic dimensions that facilitate safe, easy access to plants for scouting and plant

husbandry, to the integrated catwalks that allow cultivators to work from a safe sitting

or standing position without the need for scissor lifts, ladders or removable platforms.

● Biosecurity

and Risk Mitigation .

The VFU has a motorized curtain on both sides of the unit that

encloses the grow area to prevent light pollution and the spread of disease that would typically

lead to facility-wide crop failure.

Contamination can be controlled and limited to the affected

units, which are designed with sanitation in mind.

From the aluminum frame to the selection

of antimicrobial plastics and down to the IP65 electronics and polycarbonate-lensed LED lights,

the entire VFU can be easily sanitized, especially with the VFU’s High Heat mode, which

helps sanitize all internal VFU surfaces effortlessly.

VFUs are designed to work in conjunction with our Agrify Insights™ software.

Each VFU sold includes a license for Agrify Insights™

and a monthly Software-as-a-Service (“SaaS”) subscription fee is charged per VFU.

The VFU cannot operate successfully without

Agrify Insights™, and we typically charge between $1,500 to $2,400 per VFU sold annually.

Agrify Insights™ license agreements

are generally for a multi-year term, with an annual auto-renewal.

Insights™ is a SaaS-based solution that interfaces with our proprietary hardware to provide customers with real-time control and

monitoring of facilities, growing conditions and insights into both production and profit optimization.

The combination of precise environmental

control and automation with data collection and actionable insights empowers our customers to be more efficient, more productive, and

more intelligent about how they run their businesses.

We believe that the robust data analytics capabilities from our Agrify Insights™

platform, coupled with our VFU system, is enabling our customers to transform their businesses and quality of the product they are cultivating.

Insights™ is focused on optimizing four key components:

● Optimization

at the plant level;

● Optimization

at the VFU unit level;

● Optimization

at the facility level;

● Optimization

at the business level.

these key components are combined, they encompass the cultivation operations of an Agrify customer.

By reducing human error and providing

insights through data collection and analysis, Agrify Insights™ minimizes risk and increases operational efficiencies.

our customers seek to produce end products with the highest level of consistency no matter where they are located.

to our solution is granular control of the cultivation environment.

A crop’s end-product is determined by the plant’s genetics

and the environment in which the plants are grown.

Control over the growing environment is accomplished through the integration of Agrify

Agrify Insights collects data from multiple sensors on a per plant basis between 4 and 60 times an hour.

This can result

in between 100,000 and 151 million data points annually, depending on the number of plants and fluctuations in the VFU microclimate.

By recording data points and reproducing specific environments based on the data, cultivators can effectively minimize the variation

in their crops and dial-in the maximum quality.

Individual plant varietals can be optimized by tailoring the grow plan (recipe for cultivation)

to enhance genetic traits;

increasing the temperature can speed chemical processes and growth rates and adjusting the length of different

phases of a plant’s lifecycle can maximize the crop’s yield.

Additionally, when new varieties of plants are cultivated, having

multiple controlled, compartmentalized, growth chambers allow for iterative experiments which offer real insight into how new varieties

are best cultivated which is beneficial for research and development purposes.

“Grow Plans” are the templates or recipes that define the parameters for each lifecycle.

Grow Plans define the environmental

settings (light - photoperiod and intensity, temperature, humidity, VPD, CO2, irrigation, fertigation) for each crop variety and cultivator

as well as the schedule for completing, as applicable, “plant touching” tasks such as bottoming, pruning, and harvesting.

Agrify Insights™ ships to the customer with many pre-developed Grow Plans and customers can create their own Grow Plans, electing

to share them with other customers or not.

VFU Level Optimization

VFU hardware provides cultivation environmental control within the grow chamber.

This hardware and its component valves, motors and sensors

are directed and controlled by Agrify Insights™.

and Control Agrify Hardware .

Agrify Insights™ can either automatically or manually

control our hardware.

For example, the water-chilled fan coil can keep the temperature in

a range accurate to 1.5 degrees Fahrenheit.

● Cultivation

Environmental Control .

Using Agrify Insights™, users can view environmental

charts that plot temperature, humidity, and carbon dioxide over time.

It also shows when

plant irrigation occurs and whether the unit is in cooling, circulating, or dehumidifying

We sample these values every minute and report them back to the cloud every 15 minutes

or more often if significant changes occur.

Each growing chamber reports millions of data

points annually, enabling our clients to perform an in-depth analysis of their grow performance.

The manual control screen visualizes the current state of the grow chamber and allows our

technicians to take direct control for troubleshooting, if necessary.

The device log shows

us what decisions were made by Agrify Insights™ and why.

Level Optimization

modular VFUs are deployed in scale at a customer’s facility with the smallest commercial operation deployment being 60 VFUs to

Agrify Insights™ is designed to operate these individual VFUs as a combined facility.

Agrify Insights™ features at

the facility level include:

The production planning feature is designed to maximize a facility’s

utilization by executing a “best-fit” scheduling algorithm to selected Grow Plans

across VFUs that have been deployed at a customer facility.

Since grow plans typically have

a different number of growing days that start on staggered schedules, this module is a critical

component for optimizing the planting and moving schedules, significantly increasing plant

production, and reducing the cost per pound of harvest.

Agrify Insights™ includes a workforce planning feature to assign

tasks to staff.

These tasks can be automatically assigned based on the user role or their

knowledge, skills, and abilities.

The calendar displays the estimated time required to complete

plant-touching tasks on any given day.

Notification System .

Users can select to subscribe to anomalous events, and users

are notified in the order in which they are listed.

If a user does not acknowledge the notification

within the specified time frame, the next user in the list is notified, providing the business

with 24/7 monitoring and notifications.

● Preventative

Maintenance .

Our equipment and facility preventative maintenance schedules and related

tasks are contained, tracked, and monitored within Agrify Insights™.

Infrastructure Controls .

Agrify Insights™ controls the irrigation on a facility

level and connects with the water chilled HVAC system and ambient lighting system, providing

our customers with a central piece of software for facility management.

at the Business Level

Insights™ analysis features enable customers to understand how cultivation decisions impact their overall business.

Understanding

the data from the cultivation facility can help our customers better plan and make informed decisions that impact downstream parts of

their business.

● Consumables

Procurement Integration .

Each task can also be assigned a set of consumables whose

inventory will be reduced when the task is started.

This feature can help customers manage

supply levels and can automatically create purchase orders so that they never run out of

required supplies.

Standard Operating Procedures (“SOPs’’) and Safety Datasheets .

Agrify Insights™ hosts digital copies of our included Standard Operating Procedures

and datasheets, or users can upload their own via our content management system, ensuring

that the most recent version of SOPs and forms are available to users.

● Roles-Based

Ability to obtain access to information specifically suited to your workforce’s

various needs.

Facility owners have access to high-level information about crop yields and

equipment usage in an easy-to-understand scorecard.

Farm managers receive a worksheet and

calendar that lets them manage their workforce and automatically assign plant-touching tasks.

This also provides facility managers with an ongoing window into consumables and lets them

set inventory levels.

Agrify Insights™ is a centralized repository for all data relating

to the cultivation aspects of our clients’ business, including research and development

testing data, and the ability to capture and compare test results.

By doing so, Agrify Insights™

becomes a customers’ cultivation statement of record.

Simulator / What If Scenarios .

Our operating expenses (“OpEx”) calculator

enables users to evaluate impacts to profitability by changing hundreds of attributes including,

but not limited to, changes to costs in labor, electric, water, CO 2 , and growing

media as well as potential volatility in yields and pricing.

Reporting Integration.

We have integrated our software with Metrc, a leading seed-to-harvest

compliance management and tracking solution, which will enable our customers to handle most

regulatory reporting directly through Agrify Insights™.

Deployment Options

Deployment Pack (“RDP”) Program

RDP program was established in 2022 to make it easier for a broader range of customers to access our award-winning cultivation technology.

Featuring our flagship VFUs in a prepackaged, self-contained, and quick-to-deploy format, the thoughtfully designed and engineered RDPs

offer an accelerated path to production, cash flow, and profitability for customers.

By removing certain barriers and points of friction

with the RDPs, we can provide customers who have properly equipped facilities with best-in-class cultivation capabilities in potentially

as little as 90 days.

Once installed, the modular nature of the RDPs allows for seamless expansion opportunities, enabling customers

the flexibility to grow and scale.

we do not intend to enter into any new TTK Solutions for the foreseeable future, we have deployed this program with certain key customers.

We also believe that our data-driven TTK Solution for cultivation solutions is unlike any other customer solution being offered and enables

our customers to get to market faster by providing them with our seamlessly integrated hardware and software offerings as well as access

to capital and a wide range of associated services from experts including consulting, training, design, engineering, and construction

to form what we believe is the most complete solution available from a single provider.

We engage qualified cannabis operators in the

early phases of their business plans and provide critical support, typically over a 10-year period.

TTK Solution provides our valued customers with the benefit of working with a single, highly qualified provider in what has historically

been a decentralized market full of piecemeal solutions that were not necessarily designed and engineered to work harmoniously with one

Given the significant shortcomings associated with traditional indoor grow methods across all commercial agriculture segments,

it was apparent that a new paradigm in indoor cultivation was needed, which is why we have brought a more modern, manufacturing style

approach that is process driven through technology and measured via data and analytics.

Overall, our holistic approach to addressing

our customers’ cultivation needs treats their production facilities as an end-to-end ecosystem whose success depends on all components

working together optimally.

Despite the rapidly growing cannabis and hemp industry, many growers and processors face some significant

obstacles to their operations that pose a serious threat to their long-term viability.

believe Agrify’s proprietary TTK Solution is the key to resolving many of the challenges our customers encounter.

We have set ourselves

apart by bringing to market a horticulturist expertise, bundled solution of state-of-the-art equipment, software and services that is

turn-key, end-to-end, fully integrated and optimized for precision growing and extraction.

Agrify’s TTK Solution provides customers

with the following bundled equipment and services:

design, lab design, and engineering services

and lab build-out project management

data driven Agrify Insights™

extraction products

horticulturist training and ongoing support

we do not extract, come in contact with, distribute, process, or dispense cannabis or hemp or any cannabis or hemp derivatives that are

currently prohibited under U.S.

federal law, our extraction equipment and business solutions can be used within indoor processing facilities

by fully licensed cannabis and hemp cultivators and processors or in some cases, by individual processors for individual use in compliance

with applicable law.

We sell our proprietary extraction solutions to independent, licensed cultivators and processing labs.

represents a potential cornucopia of medicinal and pharmaceutical advancement.

Cannabis produces over 550 different phytochemicals, over

120 of which are cannabinoids like tetrahydrocannabinol (“THC”) and cannabidiol (“CBD”).

Other cannabinoids like

varins, cannabigerivarin (“CBGV”), tetrahydrocannabivarin (“THCV”), and cannabidivarin (“CBDV”) are

less well known and potentially offer significant value.

As we continue to learn more about the complex chemical composition of

cannabis, the need for distillation solutions is clear.

Distillation enables the identification, isolation, and separation of valuable

cannabis metabolites.

The ability to take cannabis compounds distilled into their pure forms, and then recombine them into specific,

purposeful end-products could have significant potential for the pharmaceutical industry in the future.

stated previously, we strategically acquired four of the top brands in the extraction space in late 2021 and early 2022 in Precision

Extraction, PurePressure, Lab Society, and Cascade Sciences.

These iconic brands encompass everything from hydrocarbon, alcohol, and

solventless extraction to distillation and post-processing and have supported and continue to support over 90% of legal operators in

one fashion or another.

these four acquisitions provide what we believe to be the most comprehensive extraction solutions from a single provider, with over 7,000

customers, including over 30 Multi-State-Operators, and some of the best extraction labs in the industry.

Our leading extraction brands

provide equipment and solutions for extraction, post-processing, and testing for the cannabis and hemp industries.

Additionally, prior to its sale on December

31, 2024, our proprietary micro-environment-controlled Agrify Vertical Farming Units (“VFUs”) enabled cultivators to produce

high quality products for the cannabis industry.

Corporate Developments

Sale of Cultivation Business

On December 31, 2024, we

entered into and closed an Asset Purchase Agreement (the “Cultivation Purchase Agreement”) with CP Acquisitions, LLC (“CP”),

an entity affiliated with Raymond Chang, our former Chairman and Chief Executive Officer.

Under the Cultivation Purchase Agreement, CP

acquired assets from us relating to our VFU business, including the related Agrify total turnkey (“TTK”) solution assets

and Agrify Insights TM software solutions (collectively, the “Cultivation Business”).

The aggregate consideration

received by us for the sale of the Cultivation Business consisted of the assumption by CP of (i) all of our obligations pursuant secured

indebtedness then held by CP with an aggregate amount of principal and accrued interest of approximately $7 million, and (ii) certain

other liabilities relating to the Cultivation Business.

February 2025 Changes in Directors

On February 5, 2025 the Company announced that Peter Shapiro and Sanjay

Tolia were appointed to our Board of Directors (the “Board”) effective January 31, 2025.

The Company also announced Richard

Drexler’s departure from the Board effective as of January 31, 2025.

Señorita Acquisition

On December 12, 2024, we closed an Asset Purchase Agreement (the “Purchase

Agreement”) for the acquisition of substantially all of the assets of Double or Nothing LLC (“Double or Nothing”) in

connection with its Señorita brand of beverages containing hemp-derived cannabinoids.

Under the Purchase Agreement, we acquired

the Señorita brand of beverages and related assets from Double or Nothing relating to the portions of its business operating in

compliance with Canadian law and under the Agricultural Improvement Act of 2018 (the “2018 Farm Bill”) and applicable state

Private Placement

On November 20, 2024, we raised gross proceeds of approximately $25.9

million in a private placement following the closing of certain securities purchase agreements with institutional investors and other

accredited investors.

In connection with the private placement, we issued (i) 203,988 shares Common Stock and (ii) pre-funded warrants

to purchase up to an aggregate of 949,515 shares of common stock at a purchase price per share of Common Stock of $22.30 and a purchase

price per pre-funded warrant of $22.2999.

Convertible Note

On November 5, 2024, we issued

a Secured Convertible Note (the “Note”) to RSLGH, LLC (the “Investor”), a subsidiary of Green Thumb Industries

(“Green Thumb”).

The Note is a secured obligation and ranks senior to all of our indebtedness except for certain indebtedness

set forth in the Note.

The Note will mature on November 5, 2025 (the “Maturity Date”) and contains a 10.0% annualized interest

rate, with interest to be paid on the first calendar day of each September and March while the Note is outstanding, in cash, beginning

January 1, 2025.

The principal amount of the Note will be payable on the Maturity Date.

2024 Board and Management Changes

Also on November 5, 2024, immediately following the issuance of the

Note, Raymond Chang, our prior CEO and Chairman, resigned as a member of the Board and any subsidiaries and as President and Chief Executive

Officer of the Company, and I-Tseng Jenny Chan resigned as a member of the Board.

Benjamin Kovler, Armon Vakili and Richard Drexler replaced

Raymond Chang and I-Tseng Jenny Chan on the Board and Benjamin Kovler assumed the position of Interim CEO.

Effective May 17, 2024, Leonard

Sokolow resigned as a member of the Board and its committees.

Effective December 3, 2024, Brian Towns resigned from his roles as the Company’s

Executive Vice President and General Manager of Extraction Division to pursue other opportunities.

On December 31, 2024, in connection

with the Cultivation Purchase Agreement, David Kessler ceased serving as the Company’s Chief Science Officer, Executive Vice President

and General Manager of Cultivation.

Lines of Business

Hemp-Derived Beverages

We acquired the Señorita brand of hemp-derived THC beverages

in December 2024.

Señorita was designed and formulated by world-class winemakers Charles Bieler and Joel Gott.

Recognizing a growing

generational demand for adult beverage alternatives, Bieler and Gott gave the classic margarita a modern twist—replacing alcohol

with hemp-derived THC to create a delightful, hangover-free beverage alternative.

Through the use of all-natural, premium ingredients

like organic Mexican agave, fresh lime juice and sweet, tangy mango, Señorita quickly gained acclaim, taking home the top spot

in The High Times Cannabis Cup just one year after inception.

Gott and Bieler continue to collaborate on the brand with Mr.

the Agrify team.

Señorita currently offers three award-winning flavors –

classic Lime Jalapeño Margarita, Mango Margarita and Paloma.

A fourth flavor, low-calorie Ranch Water, is expected to debut in

Señorita’s hemp-derived beverages comply with the 2018 Farm Bill and are currently available at top retailers including

Total Wine, ABC Fine Wine & Spirits, and Binny’s in nine U.S.

states and Canada.

Products are also available for direct-to-consumer

purchase where permissible under state law at senoritadrinks.com.

Extraction Solutions

Our extraction equipment and

business solutions can be used within indoor processing facilities by fully licensed cannabis and hemp cultivators and processors or in

some cases, by individual processors for individual use in compliance with applicable law.

We sell our proprietary extraction solutions

to independent, licensed cultivators and processing labs.

In light of our increased

focus on hemp-derived beverages following the Señorita acquisition, the Board is exploring a variety of alternatives for the extraction

business while focusing on optimizing shareholder value creation.

We strategically acquired four of the top brands in the extraction

space in late 2021 and early 2022:

in Precision Extraction, PurePressure, Lab Society, and Cascade Sciences.

These iconic brands encompass

everything from hydrocarbon, alcohol, and solventless extraction to distillation and post-processing.

Combined, these four acquisitions

provided what we believed to be one of the most comprehensive extraction solutions from a single provider.

Our extraction brands provide

equipment and solutions for extraction, post-processing, and testing for the cannabis and hemp industries.

The extraction, post-processing

and testing services are complementary and highly attractive areas of the supply chain.

extraction division now offers cutting-edge technologies and end-to-end service solutions.

Solutions from the extraction division include

equipment, technology, facility and lab design, training, and extensive research and development capabilities.

By providing new hardware-as-a-service

we intend to capture higher margin recurring revenue and supply chain optimization through streamlined product sourcing, purchasing,

manufacturing, and warehousing.

acquisitions have greatly expanded our product and service offerings in the post-harvest segment of the supply chain.

We believe we are

positioning Agrify as one of the most vertically integrated total solutions provider for our cannabis and hemp customers.

a report published by Grand View Research in November 2022, the global cannabis extraction market is expected to potentially grow to

$15.5 billion by 2030, and as the cannabis industry continues to experience rapid growth globally, we expect the sales of our extraction

solutions to follow a similar growth trajectory.

Market Opportunity

we do not cultivate, come in contact with, distribute or dispense cannabis or any cannabis derivatives that are currently prohibited

federal law, our cultivation solutions can be used within state-licensed indoor grow facilities by cannabis cultivators if

they choose to do so.

the U.S., the development and growth of the regulated medical and recreational (adult-use) cannabis industry has generally been driven

by state law and regulation, and accordingly, the market varies on a state-by-state basis.

State laws that legalize and regulate cannabis

for medicinal reasons allow patients to consume cannabis with a designated healthcare provider’s recommendation, subject to various

requirements and limitations.

As of January 2024, 39 states have passed laws allowing their citizens to use medical cannabis.

of this medical condition growth trend, there has been a slow but steady increase in the number of states that have chosen to legalize

cannabis for recreational use.

As of January 2024, 24 states have passed laws allowing their citizens to use recreational cannabis.

public attitudes and state law and legislative activity are driving this change as indicated by a 2019 poll by Quinnipiac University

that found that 93% of Americans support patient access to medical-use cannabis if recommended by a doctor, which was the same level

of support from a similar poll conducted by Quinnipiac University in 2018.

Similarly, the trend toward further legalization and regulation

of cannabis sales is spreading globally.

As of the date of this report, over 70 countries outside the U.S.

currently have medicinal cannabis

regulation in force, and that number is expected to significantly increase over time.

that the market size of legal cannabis in the U.S.

in 2022 was estimated to be $33.6 billion according to MJBiz Daily, and 88% of legal

cannabis cultivators grow indoors (Fluence 2022 Industry lighting report), we estimate that the indoor segment of the legal U.S.

cannabis sector is a $30 billion market with the expectation that there will be even more growth on the horizon.

A recent report from

Fortune Business Insights projected global cannabis revenue to reach $57.18 billion in 2023, with annual growth rate of 34.03%, with

a projected global market volume of $444.34 billion by 2030.

different cultivation environments for cannabis each have advantages and disadvantages, and this leads to a variance in price points

based on quality, actual and perceived, and process.

Based on the Fluence 2022 state of the cannabis industry lighting report, 88% of

cultivators have some or all of their facilities growing indoors, up 9% over 2021.

believe our full suite of product offerings forms an unmatched ecosystem for indoor growing and extraction.

At this time, our VFUs, Agrify

Insights™, extraction solutions, our facility design and build services, and our engineering/installation services are highly differentiated

from anything else on the market.

the same time, our customers are actively being approached by a variety of companies who do offer compelling standalone products and

services, so we recognize that our customers do have choices and alternatives, and they also need to factor in opportunity costs whenever

they make purchasing decisions.

Consequently, we more broadly define our competition as any other company going after the same finite

budget dollars as us in the indoor agriculture space.

We have highlighted below the most notable players that operate across some of

the same functional, highly fragmented areas of agriculture technology that we operate.

● mi-Integrated

Vertical Cultivation Systems - Sprout AI

Systems - AEssenceGrows and Thrive Growing

● Horticultural

Lighting - Gavita, Fluence, VividGro, Hydrofarm, GrowGeneration, Hawthorne and Heliospectra

Solutions - ExtractionTek Solutions, Mach Technologies, Decimal Engineering, Low

Temp Plates, Whistler Technologies, Maratek and Hashatron

Software - Grownetics and Trym

● Cultivation

Software - Quantum Leaf, Flourish, and Grow Link

Cultivation Racking Systems - Pipp Horticulture and Montel

the presence of some well-funded and well-established competitors who offer pieces of what we do, we are able to compete on the basis

of several defensible factors including our industry experience, our technical expertise, the differentiated value proposition of our

individual offerings, and our positioning as a single-source provider.

However, we believe above all else, it is our ability to offer

an unrivaled level of precision through a total end-to-end turnkey solution that sets us apart from existing competitors and potential

new market entrants.

Competitive Strengths

believe our business has, and our future success will be driven by, the following competitive strengths:

Technology in an Attractive Growing Industry .

Our innovative solutions are aimed

at large and growing U.S.

domestic and global markets.

We believe we are the only provider

of a fully integrated end-to-end hardware and software turnkey solution for indoor cultivation

and extraction facilities that allows customers to produce high-quality products with consistency

at scale while meeting the growing demand and needs of end users at a relatively low cost.

As such, we believe we have a first mover advantage due to innovating this new type of smart

cannabis and hemp cultivation and processing solution, which is already designed, manufactured,

and implemented in several commercial scale deployments across multiple states within the

Proprietary Components .

We design and create our own hardware, software, and SOPs

from the ground up rather than buying piecemeal from third parties.

We take a systems-engineered

integrated approach that we believe has inherent advantages over other, ad-hoc systems.

on Precision and Consistency Through Our Proprietary Grow Solutions .

able to help our customers increase capacity, yield and consequently revenues holds a tremendous

amount of value, we believe that our biggest differentiator is our ability to impact the

actual quality and consistency of the output by controlling the environment in which the

crops are grown and all the variables that influence harvests with an unparalleled level

of precision.

The by-product of our TTK Solution is that our customers can create consistent

high-quality products with repeatability from anywhere similar to any other consumer product

company that provides a branded food or drink product.

on Precision and Consistency Through Our Extraction Division.

In addition to our

premium grow solutions, we have begun offering our customers industry leading cannabis and

hemp extraction equipment, design, and training solutions.

By acquiring leading brands earlier

this year, we are immediately able to offer our customers premium solutions to meet their

processing needs in this rapidly expanding sector.

Knowledge and Understanding .

We have extensive experience with controlled agriculture

environments, extraction, post-processing, and scale-up manufacturing, as well as industry

technical knowledge and relationships.

We are keenly aware of the struggles that indoor cultivators

and extractors face, and we serve as a credible and collaborative partner through the entire

customer lifecycle.

We believe that our fully integrated TTK Solution, extraction equipment

and ancillary services are the key to resolving many of the challenges our customers face.

● Differentiated

Business Model .

Unlike many of our competitors, we offer a diversified mix of hardware,

software, and services, which leads to potential multiple revenue streams.

Given the nature

of our deployments, we become deeply embedded in our customers’ operations through

our numerous product offerings.

This puts us in a position where customer success is directly

tied to our equipment.

Our ability to differentiate our business model provides us with multiple

opportunities to expand our installed user base, which we believe will lead to future high-margin

and stable recurring SaaS revenues, via our Agrify Insights™ and production fee revenues.

primarily market and sell our products to newly licensed, well-funded producers in a single market as well as multi-state operators.

Our customers choose us for several reasons, including the breadth and availability of the products we offer, our extensive expertise,

and the quality of our customer service.

For large multi-state operators, our solutions allow operators to produce consistent high-quality

products regardless of the geographic locations where they are licensed to operate.

Our system removes the variations of local grow environments,

and also provides consistent standard operating procedures across different facilities, helping every facility to achieve the highest

Good Manufacturing Processes standards.

Our ability to provide a “one-stop shop” experience allows us to be the preferred

vendor to many of these customers by streamlining their entry or expansion of their cultivation capabilities.

In addition, we believe

our customers find great value in the advice and recommendations provided by our knowledgeable sales and service associates, which further

increases demand for our products.

believe the nature of our solutions and our high-touch customer service model strengthens relationships, builds loyalty and drives repeat

business as our customers’ businesses expand.

In addition, we feel as if our premium product lines and comprehensive product portfolio

position us well to meet our customers’ needs.

Furthermore, we fully anticipate that we will be able to leverage all the data that

we are collecting from our existing customer base to make continuous improvements to our offerings and better serve our current and new

customers in the future.

date, we have customers across the U.S.

and internationally in the cannabis and hemp industry and are of all sizes, ranging from small,

single location businesses to multi-state enterprise operations that use Agrify’s solutions.

For the year ended December 31, 2023,

no customer represented more than 10% of revenues;

however, for the year ended December 31, 2022, we had two customers that represented

more than 10% of total revenues at 13% and 15% respectively.

Growth Strategy

have developed a multi-pronged growth strategy as described below to help us capitalize on the sizable opportunity at hand.

Through methodical

sales and marketing efforts, cultivation and extraction solutions, and scale-up manufacturing, we believe we have implemented several

key initiatives we can use to grow our business more effectively.

We also intend to opportunistically pursue the strategies described

below to continue our upward trajectory and enhance shareholder value.

We believe we have significantly improved our new bookings and

qualified pipeline.

With our expanded product line that includes quality extraction solutions, we have become more attractive to our

prospects and customers, enhancing our overall appeal and the scope of opportunities we are able to pursue.

We expect our qualified pipeline

and new bookings of opportunities to continue to grow.

and Marketing

Sales Process and Strong Infrastructure in Place to Drive Revenue Growth

utilize a highly structured sales process to evaluate potential new opportunities and then advance vetted prospects through the different

phases of our qualified pipeline.

Our salespeople spend most of their time building relationships and qualifying opportunities to make

closing new business more streamlined, collaborative, and organic in nature.

There are specific requirements, milestones, and events

that we have identified along the sales process that must be met to move prospects through and convert them from vetted opportunities

into committed sales orders within a 12-month period.

At each phase of the pipeline, a prospect opportunity is assigned a probability

value for closing, providing management production forecast ability.

sales team works to convert our qualified pipeline of opportunities into confirmed contractual bookings.

At the time of this report,

our sales team was comprised of one Director of Business Development, Account Managers, Customer Support and Success Manager, Customer

Service Support Reps, and a Sales Support Admin.

Additionally, we take measures to ensure that all members of the sales organization

are cross-trained on cultivation and extraction products.

believe our business has, and our future success will be driven by, the following sales and marketing strategy:

We capitalize on our direct marketing efforts by utilizing our internal

CRM database, as well as the external help of trusted industry databases to target the right

Emails go out on a weekly basis and are subdivided by product focus and state,

depending on the campaign.

We use A/B testing in our email campaign strategy to harness meaningful

Media and Thought Leadership.

Through the creation and promotion of engaging content

that positions us as a thought leader, we continue to organically grow our social media audience.

We share original videos, photography, industry-related articles, and blog content on a consistent

By developing strong relationships with our customers and sharing testimonials as

well as live footage of our products being in action, we are better positioning ourselves

Furthermore, we promote our social media in our email communications, on our website,

and through paid advertising.

We also keep our finger on the pulse of trends and competitors

in the market, remaining in the know.

Trade shows and events related to the cannabis industry have proven to be

highly effective.

When attending trade shows and events, we typically position ourselves

front and center, with high-level sponsorships, outstanding booth placement, and speaking

opportunities.

Our product and subject matter experts take advantage of speaking opportunities,

positioning Agrify as an industry thought leader.

We expect to continue to grow our industry

presence by generating leads using conferences as a platform.

The trade show plan has been

carefully vetted to ensure that these shows are reputable, have a strong business-to-business

focus, high foot-traffic rates, as well as hosted in a desirable market.

Advertising .

We utilize paid advertising such as banner ads on high-trafficked

media sites that largely focus on cannabis and other relevant topics.

We provide content

offers and other downloadable materials to capture these leads.

As we gain experience through

these different marketing initiatives, we will make appropriate spending adjustments with

our most effective outlets.

We seek to expand our business both nationally and internationally

and will do so when we have proven, viable marketing options available to us.

Relations Campaigns.

We have actively utilized press releases, industry and investor

events, and interviews and speaking engagements to increase awareness of our brand, solutions,

customer engagements, and other relevant company developments.

With our industry positioning

using thought leadership and ongoing participation in industry conferences, we have been

highlighted through the Newswire and featured in a variety of media outlets.

We will continue

to sponsor and present keynotes at industry-related events including technology and agriculture

conferences, podcasts, radio shows and more to continue to gain press and ultimately more

Manufacturing Capabilities in Order to Meet the Increasing Demand for Our Grow Solutions

currently use both internal and external manufacturing to support our increasing demand.

Internal production is primarily at our Michigan

and Colorado facilities.

Externally, we use a variety of contract manufacturers (“CMs”) in the U.S.

and in Asia for prototyping

and volume manufacturing, and we plan to expand our capabilities to meet the increasing demand for our grow solutions.

We design the

systems internally, and then work with our CMs and suppliers to refine, prototype, and test the designs.

The designs are documented at

a level that allows us to have our products manufactured at multiple CMs, both in the U.S.

As demand increases beyond our

internal capacities additional volume can be shifted to external manufacturing to ensure market demands are met.

our approach to manufacturing is to use both internal and external manufacturing capabilities to prototype, iterate, and begin initial

production, then transition to volume production.

As volumes increase, this will also include increasing production in lower-cost geographies,

which results in both rapid time-to-market and low production costs.

As we grow, we intend to continually analyze and evolve our manufacturing

capabilities to best meet our customers’ needs while always focusing on ways to maximize operating margins.

rely on a combination of patent, trademark, copyright, and trade secret, including federal, state and common law rights in the U.S.

other countries, nondisclosure agreements, and other measures to protect our intellectual property.

We require our employees, consultants,

and advisors to execute confidentiality agreements and to agree to disclose and assign to us all inventions conceived under their respective

employment, consultant, or advisor agreement, using our property, or which relate to our business.

Despite any measures taken to protect

our intellectual property, unauthorized parties may attempt to copy aspects of our products or to obtain and use information that we

regard as proprietary.

Our business is affected by our ability to protect against misappropriation and infringement of our intellectual

property, including our trademarks, service marks, patents, domain names, copyrights and other proprietary rights.

hold 20 patents in the U.S.

We also have one pending patent application.

These patents and patents applications are directed to, among

other things, extraction and processing of botanicals and particular compounds.

and Copyrights

own or have applications for numerous national and state trademarks which are essential to our businesses, including Agrify, Precision,

PurePressure, PressWare, Lab Society and Elitelab, among others.

In addition, we recognize common-law trademark rights AGRIFY INSIGHTS

and AGRINAMICS for SaaS products.

subsidiary, Agrify Brands, LLC is the owner of certain common-law trademarks that it licenses to third parties.

Marks covered by the

license include, DAWG STAR (including multiple logo designs), WESTERN CULTURED (including multiple logo designs), TWISTED LEGION (logo),

WAXTRONAUT (including multiple logo designs) and WAXTRONAUT COSMICALLY CURATED EXTRACTS.

we have not sought copyright registration for our technology or works to date, we rely on common law copyright and trade secret protections

in relation to our TechOps/ Agrify Insights™ computer program for indoor agriculture management.

We have registered our Internet

domain names related to our business.

We license software from third parties and utilize open-source software for integration into our

applications.

addition, while we know that our current product and service capabilities are highly novel and compelling, we do not intend to be complacent.

We will continue to learn from our customers and from the market, and if there is an opportunity to deploy a new and improved version

of one of our offerings or if we decide there is room in the market for a new type of solution, we fully intend to diligently explore

those possibilities to augment our existing business and grow our reach.

Capital Resources

of March 31st, 2024, we had a total of 39 employees, of which 39 are full-time employees.

None of our employees are subject to collective

bargaining agreements.

We consider our relationship with our employees to be good.

strive to attract and retain diverse, high-caliber employees who raise the talent bar by offering competitive compensation and benefit

packages, regardless of their gender, race, or other personal characteristics.

We regularly review and survey our compensation and benefit

programs against the market to ensure we remain competitive in our hiring practices.

We provide employee salaries that are competitive

and consider factors such as an employee’s role and experience, the location of their job and their performance.

In addition to

our competitive salaries, to enhance our employees’ sense of participation in the company and to further align their interests

with those of our stockholders, we offer equity packages to a majority of our employees.

The principal purposes of our equity incentive

plan are to attract, retain and reward personnel through the granting of stock-based compensation awards, in order to increase stockholder

value and the success of our company by motivating such individuals to perform to the best of their abilities and achieve our objectives.

strive to hire, develop, and retain talent that continuously raises the performance bar.

We encourage, support, and compensate our employees

based on our philosophy of recognizing and rewarding exceptional performance.

We believe that performance and development is an ongoing

process in which all employees should be active participants.

Individual and company key performance goals are linked to employee compensation.

Implications of Providing Equipment and Services in the Cannabis and Hemp Industry

sell products and services that end users may purchase for use in industries or segments, including the growing and processing of cannabis

and hemp, which are subject to varying, inconsistent, and rapidly changing laws, regulations, administrative practices, enforcement approaches,

judicial interpretations, and consumer perceptions.

For example, certain countries and 36 U.S.

states have adopted frameworks that authorize,

regulate, and tax the cultivation, processing, sale, and use of cannabis for medicinal and/or non-medicinal use, while the U.S.

Substances Act and the laws of other U.S.

states prohibit growing cannabis.

In addition, with the passage of the Farm Bill in December

2018, hemp cultivation is now broadly permitted.

The Farm Bill explicitly allows the transfer of hemp-derived products across state lines

for commercial or other purposes.

It also removes restrictions on the sale, transport, or possession of hemp-derived products, so long

as those items are produced in a manner consistent with the law.

Our products are multi-purpose products and may be used on a wide range

of plants and are purchased by cultivators who may grow any variety of plants, including cannabis and hemp.

the majority of states now have laws that regulate or decriminalize various types of cannabis use, marijuana remains a Schedule I drug

under the Controlled Substances Act, making it illegal under federal law in the U.S.

to, among other things, cultivate, distribute or

possess cannabis in the U.S.

In those states in which the use of marijuana has been legalized, its use remains a violation of federal

law pursuant to the Controlled Substances Act.

The Controlled Substances Act classifies marijuana as a Schedule I controlled substance,

and as such, medical and adult cannabis use is illegal under U.S.

Unless and until the U.S.

Congress amends the Controlled

Substances Act with respect to marijuana (and the President approves such amendment), there is a risk that federal authorities may enforce

current federal law.

Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities

may form the basis for prosecution under applicable U.S.

federal money laundering legislation.

The approach to enforcement

of such laws by the federal government in the U.S.

has trended toward non-enforcement against individuals and businesses that comply

with medical or adult-use cannabis regulatory programs in states where such programs are legal, strict compliance with state laws with

respect to cannabis.

most states that have legalized medical- and recreational-use cannabis in some form, the growing, processing and/or dispensing of cannabis

generally requires that the operator obtain one or more licenses in accordance with applicable state requirements.

In addition, many

states regulate various aspects of the growing, processing and/or dispensing of cannabis and hemp.

Local governments in some cases also

impose rules and regulations on the manner of operating cannabis and hemp businesses.

As a result, applicable state and local laws and

regulations vary widely, including, but not limited to, regulations governing the medical cannabis program, product testing, the level

of enforcement by state and local authorities on non-licensed cannabis operators, state and local taxation of regulated cannabis products,

local municipality bans on operations and operator licensing processes and renewals.

part of its rigorous due diligence policy on all potential customers, the Company carefully reviews the appropriate licensure of each

potential customer in the cannabis and hemp industry for compliance with applicable local, state, and federal laws.

The Company is not

involved in the cultivation, processing, or retail of cannabis products and never takes a controlling interest in any of the operations

of its cannabis customers as a matter of state law.

Environmental

are not aware of any environmental laws that have been enacted, nor are we aware of any such laws being contemplated for the future,

that directly impact our business.

of Being an Emerging Growth Company and Smaller Reporting Company

qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, which we refer to

as the JOBS Act.

As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements that are applicable

to other companies that are not emerging growth companies.

Accordingly, for so long as we are an “emerging growth company,”

we will not be required to:

an auditor to report on our internal controls over financial reporting pursuant to Section

404(b) of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act;

with any requirement that may be adopted by the Public Company Accounting Oversight Board,

or the PCAOB, regarding mandatory audit firm rotation or a supplement to the auditor’s

report providing additional information about the audit and the financial statements (i.e.,

an auditor discussion and analysis);

certain executive compensation matters to shareholder advisory votes, such as “say-on-pay,”

Discontinued Operations

Cultivation Solutions

Prior to its sale on December 31, 2024, we sold proprietary cultivation

solutions to independent licensed cultivators.

The two primary products we sold were the VFUs and Agrify Insights™ software.

The proprietary VFU technology offered a modular, compartmentalized

micro-climate growing system for indoor vertical farming.

The VFU system was designed for craft farmers, single-state operators, and multi-state

operators who were looking to consistently produce higher-quality crops at scale.

The VFUs were designed to line up horizontally in rows,

and could be stacked vertically up to three units tall.

The VFUs were designed to

work in conjunction with the Agrify Insights™ software.

Each VFU sold included a license for Agrify Insights™ and a monthly

Software-as-a-Service (“SaaS”) subscription fee was charged per VFU.

The VFU could not operate successfully without Agrify

Insights™, and we typically charged between $1,500 to $2,400 per VFU sold annually.

Agrify Insights™ license agreements were

generally for a multi-year term, with an annual auto-renewal.

The Company’s TTK solution was the industry’s first-of-its-kind

program in which the Company engaged 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.

While we have not entered into any new TTK solutions during the fiscal year ended December 31, 2024 and will not in the future, we have

previously deployed this program with certain key former customers.

The data-driven TTK solution for cultivation solutions enabled our

customers to get to market faster by providing them with seamlessly integrated hardware and software offerings as well as access to capital

and a wide range of associated services from experts including consulting, training, design, engineering, and construction.

Regulatory Landscape Overview

The regulatory landscape for products infused with hemp-derived delta-9

tetrahydrocannabinol and other psychoactive cannabinoids (collectively “hemp-derived THC”) is a source of material risk for

While the 2018 Farm Bill both defined and legalized hemp under federal law, the subsequent use of hemp to make psychoactive

or intoxicating consumer products created an unexpected new market.

This market mirrors the state-legal and federally illegal cannabis

industry, but without the rigid regulations and heavy tax burdens and without the prohibition on interstate shipping.

As the industry

expanded, lawmakers at the federal, state, and local levels raised concerns about minors’ easy access to these products, inadequate

testing, and the need for regulations governing the manufacturing, marketing, testing, sale, and transportation of hemp products.

result, to date, several states have passed laws regulating, restricting, or banning hemp-derived THC products.

In addition, during each

renewal of the 2018 Farm Bill, legislators proposed amendments that would make hemp-derived delta-9 THC products federally illegal.

these amendments have not passed, the 2018 Farm Bill is set to expire on September 30, 2025, and additional amendments seeking to curtail

the hemp industry could be introduced.

All of this creates significant uncertainty for Agrify’s business of manufacturing, marketing

and selling hemp-derived delta-9 THC products.

Competitive Landscape Overview

cannabis and cannabis-related industries are, and are expected

to continue to be, competitive.

A number of other companies engage in, and may in the future engage in, cannabis-related businesses, operate

businesses in competition with us and purchase businesses and assets or make investments that we will also seek to purchase or make.

face and expect to continue to face competition from state-licensed medical and adult-use dispensaries.

Large chain stores, manufacturers,

retailers, beverage and other consumer products companies that also recognize the potential for financial success through acquisitions

and investment in the hemp-derived beverage industry could strategically acquire competitors or invest in creating their own brands.

doing so, these larger competitors could produce and sell competing products at a lower price and establish a larger brand presence.

may not have the personnel, products, marketing and distribution capabilities, and/or financial resources to compete effectively against

such larger competitors.

We also face competition from

the illicit market and illegal dispensaries and cultivation operations that are unlicensed, not regulated and that are selling cannabis

or hemp products.

Any inability or unwillingness of law enforcement authorities to enforce existing laws prohibiting the unlicensed production

and sale of cannabis or hemp products could result in increased competition for us.

Intellectual Property

We rely on a combination

of patent, trademark, copyright, and trade secret, including federal, state and common law rights in the U.S.

and other countries, nondisclosure

agreements, and other measures to protect our intellectual property.

We require our employees, consultants, and advisors to execute confidentiality

agreements and to agree to disclose and assign to us all inventions conceived under their respective employment, consultant, or advisor

agreement, using our property, or which relate to our business.

Despite any measures taken to protect our intellectual property, unauthorized

parties may attempt to copy aspects of our products or to obtain and use information that we regard as proprietary.

Our business is affected

by our ability to protect against misappropriation and infringement of our intellectual property, including our trademarks, service marks,

patents, domain names, copyrights and other proprietary rights.

Human Capital Resources

As of March 15, 2025, we had a total of 11 employees, all of whom were

employed full-time.

None of our employees are subject to collective bargaining agreements.

In addition, we rely on a shared services agreement

with Green Thumb to provide much of our human capital needs.

Environmental Regulations

We are not aware of any environmental

laws that have been enacted, nor are we aware of any such laws being contemplated for the future, that directly impact our business.

Implications of Being an Emerging Growth Company

and Smaller Reporting Company

We qualify as an “emerging

growth company” as defined in the Jumpstart Our Business Startups Act of 2012, which we refer to as the JOBS Act.

As a result, we

are permitted to, and intend to, rely on exemptions from certain disclosure requirements that are applicable to other companies that are

not emerging growth companies.

Accordingly, for so long as we are an “emerging growth company,” we will not be required to:

● engage an auditor to report on our internal controls over financial reporting pursuant to Section 404(b)

of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act;

● comply with any requirement that may be adopted by the Public Company Accounting Oversight Board, or the

PCAOB, regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the

audit and the financial statements (i.e., an auditor discussion and analysis);

● submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay,”

“say-on-frequency,” and “say-on-golden parachutes;” or

certain executive compensation-related items such as the correlation between executive compensation

and performance and the comparison of the chief executive officer’s compensation to

median employee compensation.

addition, the JOBS Act provides that an “emerging growth company” can use the extended transition period for complying with

new or revised accounting standards.

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

reporting $1 billion or more in annual gross revenues;

issuance, in a three-year period, of more than $1 billion in non-convertible debt;

end of the fiscal year in which the market value of our Common Stock held by non-affiliates

exceeds $700 million on the last business day of our second fiscal quarter;

cannot predict if investors will find our securities less attractive because we may rely on these exemptions, which could result in a

less active trading market for our securities and increased volatility in the price of our securities.

we are a “smaller reporting company” (and may continue to qualify as such even after we no longer qualify as an emerging

growth company) and accordingly may provide less public disclosure than larger public companies, including the inclusion of only two

years of audited financial statements and only two years of management’s discussion and analysis of financial condition and results

of operations disclosure.

As a result, the information that we provide to our stockholders may be different than you might receive from

other public reporting companies in which you hold equity interests.

executive offices are located at 2468 Industrial Row, Dr., Troy, Michigan 48084.

● disclose certain executive compensation-related items such as the correlation between executive compensation

and performance and the comparison of the chief executive officer’s compensation to median employee compensation.

In addition, the JOBS Act

provides that an “emerging growth company” can use the extended transition period for complying with new or revised accounting

We will remain an “emerging

growth company” until the earliest to occur of:

● our reporting $1 billion or more in annual gross revenues;

● our issuance, in a three-year period, of more than $1 billion in non-convertible debt;

● the end of the fiscal year in which the market value of our Common Stock held by non-affiliates exceeds

$700 million on the last business day of our second fiscal quarter;

● December 31, 2026.

We cannot predict if investors

will find our securities less attractive because we may rely on these exemptions, which could result in a less active trading market for

our securities and increased volatility in the price of our securities.

Additionally, we are a “smaller

reporting company” (and may continue to qualify as such even after we no longer qualify as an emerging growth company) and accordingly

may provide less public disclosure than larger public companies, including the inclusion of only two years of audited financial statements

and only two years of management’s discussion and analysis of financial condition and results of operations disclosure.

the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which

you hold equity interests.

Corporate Information

Our executive offices are

located at 2468 Industrial Row, Dr., Troy, Michigan 48084.

Our telephone number at our executive offices is (855) 420-0020.

Corporation was incorporated in the state of Nevada on June 6, 2016, originally incorporated as Agrinamics, Inc.

Agrify Corporation was incorporated

in the state of Nevada on June 6, 2016, originally incorporated as Agrinamics, Inc.

(“Agrinamics”).

On September 16, 2019, Agrinamics amended its articles of incorporation to reflect a name change to Agrify Corporation.

Company’s Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections

13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are filed with the SEC.

We are subject

to the informational requirements of the Exchange Act and file or furnish reports, proxy statements and other information with the SEC.

Such reports and other information filed by us with the SEC are available free of charge at https://ir.agrify.com/financials-and-filings/sec-filings

when such reports are available on the SEC’s website.

The SEC maintains an Internet site that contains reports, proxy and information

statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

We periodically provide other

information for investors on our corporate website, www.agrify.com, and our investor relations website, investor.gnln.com.

This includes

press releases and other information about financial performance, information on corporate governance and details related to our annual

meeting of shareholders.

The information contained on the websites referenced in this Form 10-K is not incorporated by reference into

Further, our references to website URLs are intended to be inactive textual references only.

On September 16, 2019, Agrinamics

amended its articles of incorporation to reflect a name change to Agrify Corporation.

Available Information

Our Annual Reports on Form

10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d)

of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are filed with the SEC.

We are subject to the informational

requirements of the Exchange Act and file or furnish reports, proxy statements and other information with the SEC.

Such reports and other

information filed by us with the SEC are available free of charge at https://ir.agrify.com/financials-and-filings/sec-filings when such

reports are available on the SEC’s website.

The SEC maintains an Internet site that contains reports, proxy and information statements,

and other information regarding issuers that file electronically with the SEC at www.sec.gov.

We periodically provide other information

for investors on our corporate website, www.agrify.com, and our investor relations website, investor.gnln.com.

This includes press releases

and other information about financial performance, information on corporate governance and details related to our annual meeting of shareholders.

The information contained on the websites referenced in this Form 10-K is not incorporated by reference into this filing.

references to website URLs are intended to be inactive textual references only.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business