Raymond Nobu Chang - Oct 27, 2023 Form 4 Insider Report for Agrify Corp (AGFY)

Role: CEO and Chairman, Director
Signature: /s/ Raymond Nobu Chang
Stock symbol: AGFY
Transactions as of: Oct 27, 2023
Transactions value $: $0
Form type: 4
Date filed: 10/31/2023, 05:17 PM
Previous filing: Dec 21, 2022
Next filing: Nov 30, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	AGFY	Convertible Note	Purchase		0			0	Oct 27, 2023	Common Stock			By CP Acquisitions, LLC	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On October 27, 2023, CP Acquisitions, LLC ("CP Acquisitions") and an institutional investor (the "Existing Lender") entered into a Note Purchase and Sale Agreement, in which CP Acquisitions acquired from the Existing Lender a Senior Secured Convertible Note due 2025 (the "Note") issued by Agrify Corporation (the "Issuer") with an outstanding principal amount of $8,840,000.00, which as of the date of this Amendment No. 1 is convertible, subject to stockholder approval and a 4.99% beneficial ownership limitation, into shares of common stock of the Issuer at a current conversion price of $7.64 per share, as may be adjusted per the Note from time to time.
F2	CP Acquisitions is an entity controlled by the reporting person, and the reported securities may be deemed to be indirectly beneficially owned by the reporting person. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Content

On October 27, 2023, CP Acquisitions, LLC ("CP Acquisitions") and an institutional investor (the "Existing Lender") entered into a Note Purchase and Sale Agreement, in which CP Acquisitions acquired from the Existing Lender a Senior Secured Convertible Note due 2025 (the "Note") issued by Agrify Corporation (the "Issuer") with an outstanding principal amount of $8,840,000.00, which as of the date of this Amendment No. 1 is convertible, subject to stockholder approval and a 4.99% beneficial ownership limitation, into shares of common stock of the Issuer at a current conversion price of $7.64 per share, as may be adjusted per the Note from time to time.

CP Acquisitions is an entity controlled by the reporting person, and the reported securities may be deemed to be indirectly beneficially owned by the reporting person. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.