| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | AGFY | Convertible Note | Conversion of derivative security | $0 | 0 | 0% | $0.00* | 2.4M | May 21, 2024 | Common Stock | $1.46 | By CP Acquisitions, LLC | F1, F3 | |
| transaction | AGFY | Pre-Funded Warrants (right to buy) | Conversion of derivative security | $0 | +7.88M | $0.00 | 7.88M | May 21, 2024 | Common Stock | 7.88M | $0.00 | By CP Acquisitions, LLC | F2, F3 | |
| transaction | AGFY | Pre-Funded Warrants (right to buy) | Conversion of derivative security | $0 | +7.38M | $0.00 | 7.38M | May 21, 2024 | Common Stock | 7.38M | $0.00 | By GIC Acquisition LLC | F4, F5 |
| Id | Content |
|---|---|
| F1 | On May 21, 2024, the Issuer and CP Acquisitions, LLC ("CP Acquisitions") entered into an amendment (the "CP Note Amendment") to that certain a Senior Secured Amended, Restated and Consolidated Convertible Note due 2025 (the "Convertible Note"), pursuant to which CP Acquisitions may elect, in lieu of shares of common stock issuable upon conversion of the Convertible Note, to instead receive pre-funded warrants ("Pre-Funded Warrants") at a conversion price of $1.46, as may be adjusted per the Convertible Note from time to time, subject to a 49.99% beneficial ownership limitation. Immediately following the execution of the CP Note Amendment, CP Acquisitions elected to convert $11.5 million of outstanding principal into a Pre-Funded Warrant exercisable at issuance for up to 7,876,712 shares of common stock, subject to a 49.99% beneficial ownership limitation. |
| F2 | The Pre-Funded Warrants have an exercise price of $0.001 per share. The Pre-Funded Warrants provide that each time the Issuer consummates any bona fide equity financing with the primary purpose of raising capital, then the number of shares of common stock underlying the Pre-Funded Warrants will be increased (the "Adjustment Provision") to an amount equal to (i) the amount of the Convertible Note that was originally converted into the applicable Pre-Funded Warrants divided by (ii) the purchase or conversion price in the equity financing transaction, subject to proportional adjustment in the event the Pre-Funded Warrant has been partially exercised. The Adjustment Provision will not be effective unless and until it is approved by stockholders of the Issuer pursuant to Nasdaq Listing Rule 5635. |
| F3 | 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. |
| F4 | On May 21, 2024, the Issuer and GIC Acquisition LLC ("GIC Acquisition") entered into that certain Third Amended and Restated Junior Secured Convertible Promissory Note (the "Restated Junior Note") to increase the aggregate principal amount to approximately $2.29 million, extend the maturity date to December 31, 2025, and provide that such Note may be converted into common stock of the Issuer or, at GIC Acquisition's election, Pre-Funded Warrants, in each case at a conversion price of $0.31. Immediately following the execution of the Restated Junior Note, GIC Acquisition elected to convert all of the outstanding principal and accrued but unpaid interest under the Restated Junior Note into a Pre-Funded Warrant exercisable at issuance for up to 7,383,053 shares of common stock, subject to a 49.99% beneficial ownership limitation. The terms of the Pre-Funded Warrants are the same as the terms of the Pre-Funded Warrants held by CP Acquisitions, including the Adjustment Provision. |
| F5 | GIC Acquisition 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. |