I-Tseng Jenny Chan - Nov 5, 2024 Form 4 Insider Report for Agrify Corp (AGFY)

Role
10%+ Owner
Signature
/s/ I-Tseng Jenny Chan
Stock symbol
AGFY
Transactions as of
Nov 5, 2024
Transactions value $
$0
Form type
4
Date filed
11/7/2024, 09:51 PM
Previous filing
Oct 24, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AGFY Common Stock Sale -68K -100% 0 Nov 5, 2024 By M Zion Capital, LLC F1, F2, F3
transaction AGFY Common Stock Sale -68K -100% 0 Nov 5, 2024 By M Olivet Capital, LLC F1, F2, F3
transaction AGFY Common Stock Sale -68K -100% 0 Nov 5, 2024 By M Cannan Capital, LLC F1, F2, F3

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) Sale -5.07M -100% 0 Nov 5, 2024 Common Stock $0.00 By CP Acquisitions, LLC F1, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On November 5, 2024, each of M Zion Capital, LLC, M Olivet Capital, LLC and M Cannan Capital, LLC, and CP Acquisitions, LLC ("CP Acquisitions"), an entity affiliated with and controlled by 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 Issuer, effective November 5, 2024. Pursuant to this transaction, each of M Zion Capital, LLC, M Olivet Capital, LLC and M Cannan Capital, LLC sold all of its non-derivative and derivative securities in Issuer to a third party purchaser.
F2 M Zion Capital, LLC, M Olivet Capital, LLC and M Cannan Capital, LLC are entities 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 her 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 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 her 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.