Raymond Nobu Chang - Aug 14, 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 14, 2024
Transactions value $: $0
Form type: 4
Date filed: 8/16/2024, 04:16 PM
Previous filing: May 23, 2024
Next filing: Sep 4, 2024

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	Convertible Note	Other	$0	0		$0.00^*	$1.5M	Aug 14, 2024	Common Stock		$0.26	By CP Acquisitions, LLC	F1, F2

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

Explanation of Responses:

Id	Content
F1	On August 14, 2024, the Issuer issued a junior secured promissory note (the "Junior Note") in favor of CP Acquisitions, LLC ("CP Acquisitions"). Pursuant to the New Junior Note, CP Acquisitions will lend up to $1,500,000 to the Issuer. The New Junior Note bears interest at a rate of 10% per annum, will mature in full on July 1, 2025, and may be prepaid without any fee or penalty. The New Junior Note is secured by the Issuer's assets and ranks junior to existing secured indebtedness of the Issuer. The New Junior Note may be converted into common stock of the Issuer or, at CP Acquisitions's election, pre-funded warrants with an exercise price of $0.001 per share (the "Pre-Funded Warrants"), in each case at a conversion price of $0.2633, and the exercise of such Pre-Funded Warrants is subject to a 49.99% beneficial ownership limitation.
F2	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.

Content

On August 14, 2024, the Issuer issued a junior secured promissory note (the "Junior Note") in favor of CP Acquisitions, LLC ("CP Acquisitions"). Pursuant to the New Junior Note, CP Acquisitions will lend up to $1,500,000 to the Issuer. The New Junior Note bears interest at a rate of 10% per annum, will mature in full on July 1, 2025, and may be prepaid without any fee or penalty. The New Junior Note is secured by the Issuer's assets and ranks junior to existing secured indebtedness of the Issuer. The New Junior Note may be converted into common stock of the Issuer or, at CP Acquisitions's election, pre-funded warrants with an exercise price of $0.001 per share (the "Pre-Funded Warrants"), in each case at a conversion price of $0.2633, and the exercise of such Pre-Funded Warrants is subject to a 49.99% beneficial ownership limitation.

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.