Raymond Nobu Chang - Aug 30, 2024 Form 4 Insider Report for Agrify Corp (AGFY)

Role: Chairman and CEO, Director, 10%+ Owner
Signature: /s/ Raymond Nobu Chang
Stock symbol: AGFY
Transactions as of: Aug 30, 2024
Transactions value $: -$16,183,157,186
Form type: 4
Date filed: 9/4/2024, 09:05 PM
Previous filing: Aug 16, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AGFY	Common Stock	Conversion of derivative security	$4.02K	+4.02M	+234.29%	$0.00	5.74M	Aug 30, 2024	By RTC3 2020 Irrevocable Trust	F1, F2
holding	AGFY	Common Stock						1.58M	Aug 30, 2024	Chinwei Wang
holding	AGFY	Common Stock						648	Aug 30, 2024	By NXT3J Capital, LLC	F3
holding	AGFY	Common Stock						575	Aug 30, 2024	Direct

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	Pre-Funded Warrants (right to buy)	Exercise of in-the-money or at-the-money derivative security	-$16.2B	-4.02M	-39.53%	$4,022.83	6.15M	Aug 30, 2024	Common Stock		$0.00	By CP Acquisitions, LLC	F1, F4

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

Explanation of Responses:

Id	Content
F1	On August 30, 2024, CP Acquisitions, LLC ("CP Acquisitions"), an entity affiliated with and controlled by the Reporting Person, Raymond Chang, the Chairman and Chief Executive Officer of the Issuer and by I-Tseng Jenny Chan, a member of the Issuer's Board of Directors, exercised pre-funded warrants, issued by Agrify Corporation (the "Issuer") and entered into by and between CP Acquisitions and the Issuer, into 5,746,900 shares of common stock of the Issuer. Immediately subsequent to such conversion, 4,022,830 of the shares of common stock entitled to CP Acquisitions were assigned to RTC3 2020 Irrevocable Family Trust ("RTC3").
F2	Held by RTC3, of which the reporting person retains the authority to remove the independent trustee. 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.
F3	NXT3J Capital, LLC 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	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.