| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | AGFY | Common Stock | Sale | -357K | -100% | 0 | Nov 5, 2024 | By RTC3 2020 Irrevocable Trust | F1, F2, F3 | ||
| transaction | AGFY | Common Stock | Sale | -105K | -100% | 0 | Nov 5, 2024 | Chinwei Wang | F1, F3 | ||
| transaction | AGFY | Common Stock | Sale | -38 | -100% | 0 | Nov 5, 2024 | Direct | F1, F3 | ||
| holding | AGFY | Common Stock | 648 | Nov 5, 2024 | By NXT3J Capital, LLC | F4 |
| 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) | Sale | -5.07M | -100% | 0 | Nov 5, 2024 | Common Stock | $0.00 | By CP Acquisitions, LLC | F1, F5 | |||
| transaction | AGFY | Pre-Funded Warrants (right to buy) | Sale | -1.09M | -100% | 0 | Nov 5, 2024 | Common Stock | $0.00 | By GIC Acquisition, LLC | F1, F6 | |||
| transaction | AGFY | Warrants (right to buy) | Sale | -15.4K | -100% | 0 | Nov 5, 2024 | Common Stock | 15.4K | $9.75 | By RTC3 2020 Irrevocable Family Trust | F1, F7, F8 | ||
| transaction | AGFY | Warrants (right to buy) | Sale | -22 | -100% | 0 | Nov 5, 2024 | Common Stock | 22 | $0.30 | By RTC3 2020 Irrevocable Family Trust | F1, F7, F8 | ||
| transaction | AGFY | Warrants (right to buy) | Sale | -10 | -100% | 0 | Nov 5, 2024 | Common Stock | 10 | $7.48 | By RTC3 2020 Irrevocable Family Trust | F1, F7, F8 |
| Id | Content |
|---|---|
| F1 | On November 5, 2024, each of GIC Acquisition, LLC ("GIC"), RTC3 2020 Irrevocable Family Trust ("RTC3"), Chinwei Wang, the Reporting Person, and CP Acquisitions, LLC ("CP Acquisitions"), an entity affiliated with and controlled by the Reporting Person, Raymond Chang, the former Chairman and Chief Executive Officer of the Issuer and by I-Tseng Jenny Chan, a former member of the Issuer's Board of Directors, entered into a purchase agreement whereby CP Acquisitions sold all of its non-derivative and derivative securities in Issuer to a third party purchaser. In connection with this transaction, the Reporting Person resigned from the board of the Agrify Corporation (the "Issuer") and all officer positions, effective November 5, 2024. Pursuant to this transaction, each of CP Acquisitions, GIC, RTC3, Chinwei Wang, and the Reporting Person sold or otherwise disposed all of its pre-funded warrants and derivative securities in Issuer to a third party purchaser. |
| F2 | Held by RTC, 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 | There was no per share purchase price, and the assets included other consideration aside from the Reporting Person's equity. The total purchase price paid by the buyer to all sellers was $18,280,000.00. |
| F4 | 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. |
| F5 | 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. |
| F6 | GIC 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. |
| F7 | 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. |
| F8 | Each warrant will be exercisable during the period beginning on the date when approval for such exercise is obtained from the issuer's stockholders and ending five years thereafter, at an exercise price of $9.75 or $7.48, as applicable, and subject to adjustment as provided under the warrant agreement, and the reverse stock splits of the Issuer's Common Stock effective on October 18, 2022, July 5, 2023, and October 8, 2024. |