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Filing Details

Accession Number:: 0001213900-24-095551
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-11-07 21:55:04
Reporting Period:: 2024-11-05

Accepted Time:: 2024-11-07 21:55:04
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1800637	Agrify Corp	AGFY	Agricultural Services (700)	300943453

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1831402	Nobu Raymond Chang	C/O Agrify Corporation 2468 Industrial Row Drive Troy MI 48084		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2024-11-05	357,410	$0.00	No	4	S	Indirect	By RTC3 2020 Irrevocable Trust
Common Stock	Disposition	2024-11-05	105,263	$0.00	No	4	S	Indirect	Chinwei Wang
Common Stock	Disposition	2024-11-05	38	$0.00	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By RTC3 2020 Irrevocable Trust
No	4	S	Indirect	Chinwei Wang
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Pre-Funded Warrants (right to buy)	Disposition	2024-11-05	5,069,162	$0.00	0	$0.00
Common Stock	Pre-Funded Warrants (right to buy)	Disposition	2024-11-05	1,085,123	$0.00	0	$0.00
Common Stock	Warrants (right to buy)	Disposition	2024-11-05	15,385	$0.00	15,385	$9.75
Common Stock	Warrants (right to buy)	Disposition	2024-11-05	22	$0.00	22	$0.30
Common Stock	Warrants (right to buy)	Disposition	2024-11-05	10	$0.00	10	$7.48

Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
		No	4	S	Indirect
		No	4	S	Indirect
		No	4	S	Indirect
2020-09-18	2025-09-18	No	4	S	Indirect
2022-07-28	2027-07-28	No	4	S	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	648	Indirect	By NXT3J Capital, LLC

Footnotes

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.
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.
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.
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.
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.
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.
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.
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.