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

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
Next filing
Oct 24, 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.