Agrify Corporation
11/07/2024 | Press release | Distributed by Public on 11/07/2024 20:56
Statement of Changes in Beneficial Ownership - Form 4
Ownership Submission
(Print or Type Responses)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
|
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
(e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Pre-Funded Warrants (right to buy) | $0.001 | 11/05/2024 | S(1) | 5,069,162 | (1) | (1) | Common Stock | (1) | (1) | 0 | I | By CP Acquisitions, LLC(5) | |||
| Pre-Funded Warrants (right to buy) | $0.001 | 11/05/2024 | S(1) | 1,085,123 | (1) | (1) | Common Stock | (1) | (1) | 0 | I | By GIC Acquisition, LLC(6) | |||
| Warrants (right to buy) | $9.75 | 11/05/2024 | S(1) | 15,385 | (8) | (8) | Common Stock | 15,385 | (1) | 0 | I | By RTC3 2020 Irrevocable Family Trust(7) | |||
| Warrants (right to buy) | $0.3 | 11/05/2024 | S(1) | 22 | 09/18/2020(8) | 09/18/2025(8) | Common Stock | 22 | (1) | 0 | I | By RTC3 2020 Irrevocable Family Trust(7) | |||
| Warrants (right to buy) | $7.48(8) | 11/05/2024 | S(1) | 10 | 07/28/2022(8) | 07/28/2027(8) | Common Stock | 10 | (1) | 0 | I | By RTC3 2020 Irrevocable Family Trust(7) |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Chang Raymond Nobu C/O AGRIFY CORPORATION 2468 INDUSTRIAL ROW DRIVE TROY, MI 48084 |
X |
Signatures
| /s/ Raymond Nobu Chang | 11/07/2024 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 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. |
| (2) | 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. |
| (3) | 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. |
| (4) | 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. |
| (5) | 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. |
| (6) | 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. |
| (7) | 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. |
| (8) | 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. |