What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-11-28 compared with 2022-03-31 · 24 added, 60 removed, 7 unchanged (92% of the section changed)

2 unchanged sentences

Market Information

Our common stock has traded on the NASDAQ Capital

Market under the symbol “AGFY.”

Our Common Stock is traded

on the Nasdaq Capital Market under the symbol “AGFY.”

Holders of Record

As of March 24, 2022, there were 62 holders of

record of our common stock.

Such numbers do not include beneficial owners holding shares of our common stock in nominee or “street”

name through various brokerage firms.

We have never paid cash dividends on any of our

capital stock and currently intend to retain our future earnings, if any, to fund the development and growth of our business.

Securities Authorized for Issuance under Equity Compensation Plans

The information concerning our equity compensation

plan is incorporated by reference from the information in our Proxy Statement for our 2022 Annual Meeting of Stockholders, which we will

file with the SEC within 120 days of the end of the fiscal year to which this Annual Report on Form 10-K relates.

As of October 1, 2023, there

were 58 holders of record of our Common Stock.

Such numbers do not include beneficial owners holding shares of our Common Stock in nominee

or “street” name through various brokerage firms.

We have never paid cash dividends

on any of our capital stock and currently intend to retain our future earnings, if any, to fund the development and growth of our business.

Securities Authorized for Issuance under Equity

Compensation Plans

For information concerning

our equity compensation plan, see Part III, Item 12 of this Annual Report on Form 10-K.

Equity Repurchases

Recent Sales of Unregistered Securities

The following summarizes all issuances of our

unregistered securities during the year ended December 31, 2021.The securities in the below-referenced transactions were (i) issued without

registration and (ii) were subject to restrictions under the Securities Act and the securities laws of certain states, in reliance on

the private offering exemptions contained in Sections 4(2), 4(6) and/or 3(b) of the Securities Act and on Regulation D promulgated there

under, and in reliance on similar exemptions under applicable state laws as transactions not involving a public offering.

stated otherwise, no placement or underwriting fees were paid in connection with these transactions.

In September 2021, the Company issued stock options

to purchase an aggregate of 8,000 shares of its common stock to an employee in consideration of achieving certain milestones from the

acquisition of Harbor Mountain Holdings, LLC.

In October 2021, the Company issued an aggregate

of 666,403 shares of its common stock to the Precision and Cascade shareholders in connection with the merger with Precision and

In addition to the shares issued at the closing of the acquisition, the Company has also held back an additional 117,600 shares

of the Company’s common stock due to the former stockholders of Precision and Cascade, which are scheduled to be issued six (6)

months after the close, subject to the satisfaction of certain covenants.

In December 2021, the Company issued an aggregate

of 240,301 shares of its common stock to the PurePressure shareholders in connection with the merger PurePressure.

Additionally,

as per the purchase agreement, the Company held back 88,878 shares of the Company’s common stock, representing 15% of the value

of the closing consideration amount.

The shares will be held back by the Company for a period of twelve (12) months for purposes of satisfying

any post-closing adjustments.

Use of Proceeds from Initial Public Offering of Common Stock and

Secondary Public Offering

On February 1, 2021, we closed our initial public

offering, or (“IPO”), of 6,210,000 shares of common stock (inclusive of 810,000 shares of common stock from the full exercise

of the over-allotment option of shares granted to the underwriters).

The offer and sale of all of the shares in the IPO were registered

under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-1 (File Nos.

333- 251616 and 333-252490),

which was declared effective by the SEC on January 27, 2021.

Maxim Group LLC and Roth Capital Partners acted as the underwriters.

public offering price of the shares sold in the offering was $10.00 per share.

The total gross proceeds from the offering were $62.1 million.

After deducting underwriting discounts and commissions

of $4 million and offering expenses paid or payable by us of approximately $1 million, the net proceeds from the offering were approximately

During the fiscal year ended December 31, 2021, we used the net proceeds from the IPO for our current working capital needs

to support accounts receivable growth, manage inventory to meet demand forecasts, and support operational growth.

On February 19, 2021, we consummated a secondary

public offering (the “February Offering”) of 5,555,555 shares of common stock for a price of $13.50 per share, less certain

underwriting discounts and commissions.

On March 22, 2021, we closed on the sale of an additional 833,333 shares of common stock on the

same terms and conditions pursuant to the exercise of the underwriters’ over-allotment option.

The exercise of the over-allotment

option brought the total number of shares of common stock sold by us in connection with the February Offering to 6,388,888 shares and

the total net proceeds received in connection with the February Offering to approximately $80 million, after deducting underwriting discounts

and estimated offering expenses.

During the fiscal year ended December 31, 2021, we used the net proceeds from the IPO for our current

working capital needs to support accounts receivable growth, manage inventory to meet demand forecasts, and support operational growth.

The following summarizes

all issuances of our unregistered securities during the year ended December 31, 2022 that were not previously disclosed in a Current Report

on Form 8-K or Quarterly Report on Form 10-Q.

The securities in the below-referenced transactions were (i) issued without registration

and (ii) were subject to restrictions under the Securities Act and the securities laws of certain states, in reliance on the private offering

exemptions contained in Sections 4(2), 4(6) and/or 3(b) of the Securities Act and on Regulation D promulgated there under, and in reliance

on similar exemptions under applicable state laws as transactions not involving a public offering.

No placement or underwriting fees

were paid in connection with these transactions.

On August 17, 2022, we issued

435 shares of Common Stock for contingent liabilities to the former holders of Precision and Cascade in connection with the acquisition

of Precision and Cascade.

Not applicable.

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 5. Market for Registrant’s Common Equity