subslover
2年前
Agrify Corporation Announces Plans to Acquire the Señorita Brand of THC Beverages
Move would position Agrify to be a leader in the fast-growing, hemp-derived legal THC Beverage market
Formulated by renowned winemakers Charles Bieler and Joel Gott, popular rapid growth beverage brand is currently distributed in nine states and Canada
TROY, Mich., Nov. 12, 2024 (GLOBE NEWSWIRE) -- Agrify Corporation (Nasdaq: AGFY) (“Agrify” or the “Company”), a leading provider of solutions for the cannabis industry, today announced that it has signed a non-binding letter of intent to acquire certain assets from Double or Nothing LLC, the owner and creator of the Señorita brand of hemp-derived legal THC (“HDLT”) drinks, in exchange for 530,000 shares of Agrify common stock or common stock equivalents (the “Transaction”). The Transaction is expected to close before year end.
“This is an exciting time for Agrify and our shareholders as our business has fresh energy, a strong balance sheet and new perspective on finding solutions in the cannabis industry,” said Agrify Interim CEO Ben Kovler. “We know Americans are demanding alternatives to alcohol and we believe that HDLT drinks will be a big part of the solution. I feel lucky to have found Joel and Charles and their amazing creation of Señorita. The brand needs capital and energy to handle the tidal wave of demand and Agrify’s balance sheet and team are ready.”
Señorita was designed and formulated by best friends and world-class winemakers Charles Bieler and Joel Gott, who collectively produce over two million cases of wine sold annually across multiple North American distribution outlets. Recognizing a growing generational demand for adult beverage alternatives, they founded Señorita in 2022 and launched the brand in the U.S. in 2023. Señorita offers consumers HDLT beverages that mirror well-known cocktails like a margarita – in two flavors – classic and mango. Known for its clean, fresh flavors and commitment to high-quality, natural ingredients, Señorita offers a low-sugar, low-calorie alternative to alcoholic beverages. Señorita’s HDLT products are currently offered in Canada and nine U.S. states, including Alabama, Florida, Georgia, Illinois, Louisiana, Minnesota, Ohio, Tennessee and Wisconsin, with plans for expansion across additional states. The product is also available direct to consumer where permissible under state law via the website senoritadrinks.com.
“We started Señorita because we saw an obvious need in the market from American consumers demanding alcohol alternatives that would still provide a great experience,” Señorita co-founder Charles Bieler commented. “We love margaritas, so we focused on a small number of high-quality ingredients including agave, jalapeño and lime to make what we believe is the best tasting THC beverage on the market. As a result, we can’t keep up with demand - so when we met Ben and the team at Agrify we knew it was an amazing opportunity to take Señorita to the next level. We feel confident that Ben’s team, energy and expertise will guarantee the brand’s future success.”
“As interim CEO of Agrify, my primary responsibility is to allocate capital in a way that generates an attractive return for shareholders,” added Kovler. “The data indicates a massive opportunity in the HDLT drink market, making this an attractive area to allocate capital. The good news is that Agrify’s balance sheet is well positioned to support the growth that Señorita and this beverage sector are experiencing. Working with Joel and Charles made sense from the start. They have an unbeatable entrepreneurial mindset that we need at Agrify to win in this next chapter of the cannabis story. I am excited for them to join the team as we work to close this transaction and focus on growing the business. We agree with Joel, Charles and American consumers when we say, ‘Más Señorita Por Favor’.”
The Transaction would involve the acquisition of assets involved in the operation of Señorita’s HDLT business. There can be no assurances that Agrify will reach a binding agreement and if it does, the terms could differ from those stated in this press release. In any event, Agrify will disclose the final deal terms and binding transaction documents in a future announcement and applicable filings with the Securities Exchange Commission.
Currently, Agrify has approximately 1.4 million shares of common stock outstanding and 6.3 million warrants. This Transaction would increase the shares outstanding through the issuance of a combination of shares of common stock and pre-funded warrants totaling 530,000 shares of common stock on a fully-diluted basis. Agrify currently has approximately $17 million of debt consisting of $7 million with an entity affiliated with its former CEO and the recently announced $10 million convertible note issued to a subsidiary of Green Thumb Industries Inc.
About Agrify (Nasdaq: AGFY)Agrify is a leading provider of branded innovative solutions for the cannabis industry in extraction, cultivation and more. Agrify’s proprietary micro-environment-controlled Vertical Farming Units (VFUs) enable cultivators to prod
subslover
2年前
Agrify Secures Financing from Green Thumb Industries and Announces New Leadership
TROY, Mich., Nov. 05, 2024 (GLOBE NEWSWIRE) -- Agrify Corporation (Nasdaq: AGFY) (“Agrify” or the “Company”), a leading provider of innovative cultivation and extraction solutions for the cannabis industry, today announced that its Board of Directors has approved a $20 million convertible secured note (the “Financing”), of which $10M will be drawn upon at closing, from a wholly-owned subsidiary of Green Thumb Industries Inc. (“Green Thumb”) (CSE: GTII) (OTCQX: GTBIF), a leading national cannabis consumer packaged goods company and owner of RISE Dispensaries. Prior to this financing, the Green Thumb subsidiary acquired an ownership stake in Agrify through the purchase of common stock and warrants (the “Transaction”) from its outgoing Chairman and CEO Raymond Chang and outgoing Director I-Tseng Jenny Chan. Agrify will continue to operate as an independent business and was not a participant in the Transaction. Following the Transaction and Financing, Agrify retains the majority of its existing management team and all of its independent Directors.
Concurrent with the Financing, Raymond Chang resigned as Chairman and CEO of Agrify and I-Tseng Jenny Chan stepped down from the Board. Following the acceptance of the resignations, the Agrify Board appointed Benjamin Kovler, Richard Drexler, and Armon Vakili to replace the outgoing Directors, bringing the total Board membership to six, the majority of whom are independent. In addition, Mr. Kovler was appointed to the roles of Agrify’s Chairman and Interim CEO following Mr. Chang’s resignation. Mr. Kovler, the Founder, Chairman and Chief Executive of Green Thumb, will retain his leadership and responsibilities at Green Thumb, where he is focused on creating value for Green Thumb shareholders. Over his tenure at Green Thumb, he has successfully grown the company into one of the most profitable cannabis consumer packaged goods and retail businesses operating in the U.S. today. Mr. Drexler has over 40 years’ experience in corporate leadership roles as well as serving on several public company boards and audit committees. Mr. Vakili currently serves as Vice President of Strategic Initiatives & Partnerships at Green Thumb and has over a decade of experience in corporate affairs, mergers and acquisitions, private equity and finance.
Krishnan Varier, a member of the Agrify Board, said, “This is great news for Agrify at a time when the Company needed a capital infusion. I am confident that this new investment from Green Thumb and Ben’s leadership will provide Agrify the necessary financing support and operational expertise to help position us for growth and long-term value creation for shareholders. We especially look forward to working with our new Board members, given their proven track records of successes. On behalf of our Board, I want to thank Raymond for his numerous contributions to the Company over the years. He has done a great job preparing us for our next phase of growth and we wish him nothing but the best in his future endeavors.”
Ben Kovler added, “We believe Green Thumb’s financial investment and the new Directors’ experience can help Agrify unlock its untapped potential. Raymond and his team have worked hard to develop world-class proprietary technologies for the cultivation and extraction businesses, and we thank him for his support during this transition. Given Green Thumb’s thoughtful and prudent approach to capital allocation, we see significant opportunity ahead to assist in the creation of value for shareholders via Agrify’s non-plant touching assets. We are excited to be a significant owner of Agrify and I look forward to working with Krish, Brian and team right away.”
Outgoing CEO, Raymond Chang, commented, “This is a great transaction for all our shareholders and employees. It has been an exciting journey for us, and I am incredibly proud of the entire Agrify team for what we have accomplished. I am confident that Agrify and the team are in experienced hands with its new leadership, and I am looking forward to focusing on my next chapter.”
About Agrify (Nasdaq: AGFY)
Agrify 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. Agrify’s proprietary micro-environment-controlled Vertical Farming Units (VFUs) enable cultivators to produce the highest quality products with unmatched consistency, yield, and ROI at scale. Agrify’s comprehensive extraction product line, which includes hydrocarbon, ethanol, solventless, post-processing, and lab equipment, empowers producers to maximize the quantity and quality of extract required for premium concentrates. For more information, please visit Agrify at https://agrify.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 concerning Agrify and other matters. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements including, without limitation, statements regarding the expected benefits to be derived from the Green Thumb investment and the addition of new Directors, and Agrify’s growth and future prospects. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this press release are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. You should carefully consider the risks and uncertainties that affect our business, including those described in our filings with the Securities and Exchange Commission (“SEC”), including under the caption “Risk Factors” in our Annual Report on Form 1
subslover
2年前
Agrify Corporation Achieves Milestone with PX-30 Hydrocarbon Extraction System Installation in Michigan Facility
TROY, Mich, Feb. 06, 2024 (GLOBE NEWSWIRE) -- Agrify Corporation (Nasdaq: AGFY) (“Agrify” or the “Company”), a leading provider of innovative cultivation and extraction solutions for the cannabis industry, today announced the successful installation of a PX-30 Hydrocarbon Extraction System at its customer’s Michigan facility.
The PX-30 Hydrocarbon Extraction System is the largest system of Agrify’s PX-Extraction series, and represents a cutting-edge advancement in hydrocarbon extraction technology, designed to enhance efficiency and precision in the extraction process. This installation marks a significant milestone for Agrify, reinforcing the company’s commitment to delivering state-of-the-art solutions to the cannabis and hemp industries as operators around the country continue to purchase and operate with Agrify’s latest technologies.
Lume Cannabis’ (“Lume Cannabis” or the “Customer”) Michigan facility had previously been operating with Agrify’s XMU Hydrocarbon Extraction System. As the Customer’s business grew and the operation required additional speed and throughput from the system, Lume Cannabis purchased the PX-30 system through the Company’s subsidiary Precision Extraction Solutions to elevate its extraction capabilities, meeting the increasing demand for premium extracts in the rapidly growing cannabis and hemp markets. “Having owned a Precision XMU for the past year and a half, the Precision PX-30 was the natural choice for Lume when we decided to expand our resin extraction capabilities. The Precision Extraction team has been great to work with and we appreciate their efforts to do anything in their power to ensure their customers have a smooth installation and startup experience,” said Stan Gourentchik, Lab Manager at Lume Cannabis.
Key features of the PX-30 hydrocarbon extraction system include:
High Extraction Efficiency: The PX-30 ensures optimal extraction yields, maximizing the production of high-quality extracts of up to 240+ lbs. per 8-hour shift.
Operational Design: Created with the operator in mind, the PX-30 offers ultra-low temperature operation with fast recovery times, with or without a compressor. All functions and features are easily accessible in a linear process flow with conveniently located controls and ergonomics designed for the operator.??
Safety/Compliance: Agrify prioritizes safety, and the PX-30 is built with state-of-the-art safety features to comply with 3A sanitary and cGMP standards.
"We are thrilled to announce the successful installation of another PX-30 hydrocarbon extraction system at one of our valued customers here in the state of Michigan," said Brian Towns, EVP & General Manager at Agrify. "This state-of-the-art technology aligns with our mission to provide our clients with the best tools for long-term success in an evolving industry. Agrify is committed to all of our customer’s success as their success is our success.”
As Agrify continues to innovate and invest in cutting-edge technologies, the Company remains at the forefront of the equipment and ancillary cannabis extraction market.
Monksdream
2年前
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed in the Current Report on For 8-K filed by Agrify Corporation (the “Company”) on December 6, 2023, on December 1, 2023, the Company received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company reported stockholders’ equity of $(17.17) million in its Form 10-Q for the quarter ended March 30, 2023, the Company was no longer in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Listing Rule”), which requires that listed companies maintain a minimum of $2.5 million in stockholders’ equity. In response, the Company timely requested a hearing before a Nasdaq Hearings Panel (the “Panel”), which request stayed any further action by the Listing Qualifications Staff. The hearing was held on January 11, 2024. The Company arrived at the hearing having previously cured an additional grounds for delisting as a result of delinquent periodic filings during 2023 that were filed prior to the hearing.
On January 30, 2024, the Company received formal notice that the Panel had granted the Company’s request for an exception through April 15, 2024 to evidence compliance with the Listing Rule.
The compliance date of April 15, 2024 represents the full extent of the Panel’s discretion to grant continued listing while the Company is non-compliant with Nasdaq Listing Rules. Accordingly, there can be no assurance that the Company will be able to regain compliance with the Nasdaq listing rules or maintain its listing on the Nasdaq Capital Market. If the Company’s common stock is delisted, it could be more difficult to buy or sell the Company’s common stock or to obtain accurate quotations, and the price of the Company’s common stock could suffer a material decline. Delisting could also impair the Company’s ability to raise capital.
Item 8.01 Other Events.
On January 30, 2024, the Company issued a press release announcing that the Panel had granted the Company’s request for an exception through April 15, 2024 to evidence compliance with the Listing Rule. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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