Net (Loss) Income Per Share

3 Months Ended

Mar. 31, 2025

Net (Loss) Income Per Share [Abstract]

Net (Loss) Income Per Share

Note 15 — Net (Loss) Income Per Share

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

Basic net (loss) income per share is calculated using the weighted-average number of shares of Common Stock outstanding during the periods. Diluted net (loss) income per share is computed by giving effect to all potential shares of Common Stock, including the reflection of as-converted convertible notes, outstanding stock options, stock related to unvested restricted stock units, and outstanding warrants to the extent dilutive. Net (loss) income per share, assuming dilution, is equal to basic net (loss) income per share for the three months ended March 31, 2025 and 2024 because the effect of dilutive securities outstanding during the periods, including convertible notes, options, restricted stock units and warrants computed using the treasury stock method, is anti-dilutive.

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

	Three months ended March 31,
(In thousands, except share and per share data)	2025			2024
Numerator:
Net (loss) income attributable to Agrify Corporation from continuing operations	$	(3,274	)	$	1,126
Net income attributable to Agrify Corporation from discontinued operations		1,648			3,110
Numerator for basic EPS - net(loss) income available for common shareholders	$	(1,626	)	$	4,236
Effect of dilutive securities:
Interest expense on convertible notes - from continuing operations	$	—		$	297
Numerator for diluted EPS - net (loss) income available for common shareholders after assumed conversions	$	(1,626	)	$	4,533
Denominator:
Denominator for basic EPS - Weighted-average common shares outstanding		1,952,022			460,133
Effect of dilutive securities:
Conversion of convertible notes		—			737,758
Denominator for diluted EPS - adjusted weighted-average common stock outstanding after assumed conversions		1,952,022			1,197,891
Basic net (loss) income per share attributable to common stockholders	$	(0.83	)	$	9.21
Diluted net (loss) income per share attributable to common stockholders	$	(0.83	)	$	3.78

As of March 31, 2024, the Company had convertible notes outstanding with a principal balance of approximately $14.8 million convertible into 688,827 shares of Common Stock. During the three months ended March 31, 2024, the Company also converted a portion of the convertible notes into 178,109 shares of Common Stock. Given the nominal exercise price of the Company’s issuance of pre-funded warrants, such pre-funded warrants are included in in the calculation of basic net (loss) income per share and weighted for the period outstanding from issuance to March 31, 2024. The exercise price per warrant is deemed non-substantive when compared to the fair value of the underlying shares of Common Stock. In determination of the denominator for diluted earnings per share (“EPS”) for the three months ended March 31, 2024, the Company assumed conversion of the 178,109 shares of Common Stock as of the beginning of the period, January 1, 2024, eliminating the weighting of the shares from issuance to March 31, 2024. The Company also included in the denominator for diluted EPS for the three months ended March 31, 2024, the assumed conversion of 688,827 shares of Common Stock related to the convertible notes.

For each of the periods presented, the Company’s potential dilutive securities, which include stock options, restricted stock units, and warrants, have been excluded from the computation of basic and diluted net (loss) income per share with the exception of the pre-funded warrants, or penny warrants, which are included in the computation, as detailed above. The weighted-average number of shares of Common Stock outstanding used to calculate both basic and diluted net loss per share attributable to Common Stockholders is the same. The Company excluded the following potential Common Stock equivalents presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to Common stockholders for the periods indicated because including them would have had an anti-dilutive effect:

	Three months ended March 31,
	2025		2024
Shares subject to outstanding warrants		7,576,573		217,728
Shares subject to unvested restricted stock units		102,132		122
Shares subject to outstanding stock options		90		680
		7,678,795		218,530