0001213900-22-005123.txt : 20220202 0001213900-22-005123.hdr.sgml : 20220202 20220202204841 ACCESSION NUMBER: 0001213900-22-005123 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220128 FILED AS OF DATE: 20220202 DATE AS OF CHANGE: 20220202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chang Raymond Nobu CENTRAL INDEX KEY: 0001831402 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39946 FILM NUMBER: 22586061 MAIL ADDRESS: STREET 1: C/O AGRIFY CORPORATION STREET 2: 101 MIDDLESEX TURNPIKE, SUITE 6, PMB 326 CITY: BURLINGTON STATE: MA ZIP: 01803 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Agrify Corp CENTRAL INDEX KEY: 0001800637 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE SERVICES [0700] IRS NUMBER: 300943453 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 76 TREBLE COVE ROAD STREET 2: BUILDING 3 CITY: BILLERICA STATE: MA ZIP: 01862 BUSINESS PHONE: 617-896-5243 MAIL ADDRESS: STREET 1: 76 TREBLE COVE ROAD STREET 2: BUILDING 3 CITY: BILLERICA STATE: MA ZIP: 01862 4 1 ownership.xml X0306 4 2022-01-28 0 0001800637 Agrify Corp AGFY 0001831402 Chang Raymond Nobu C/O AGRIFY CORPORATION 76 TREBLE COVE ROAD, BUILDING 3 BILLERICA MA 01862 1 1 0 0 CEO and Chairman Common Stock 2022-01-28 4 P 0 36232 A 503854 I By RTC3 2020 Irrevocable Family Trust Warrants (right to buy) 7.48 2022-01-28 4 P 0 27174 A 2022-07-28 2027-07-28 Common Stock 27174 27174 I By RTC3 2020 Irrevocable Family Trust The reported securities were purchased by the Reporting Person for a combined purchase price of $6.90 per share of common stock and fraction of a warrant in connection with the Issuer's private placement that closed on January 28, 2022. Each warrant will be exercisable during the period commencing on July 28, 2022 and ending on July 28, 2027 at an exercise price of $7.48. Held by RTC3 2020 Irrevocable Family Trust, of which Mr. Chang retains the authority to remove the independent trustee. Mr. Chang 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. Exhibit List: Exhibit 24.1 - Power of Attorney /s/ Josh Savitz, attorney-in-fact 2022-02-02 EX-24.1 2 ea154876ex24-1_agrify.htm POWER OF ATTORNEY

Exhibit 24.1

LIMITED POWER OF ATTORNEY

I, Raymond Nobu Chang, hereby appoint Robert Petitt of Burns & Levinson LLP of Boston, Massachusetts, and other designated attorneys, and Kathrine LeBlanc and Brittany Siter, each a paralegal of such firm, as well as Joshua Savitz, Associate General Counsel of Agrify Corporation, a Nevada corporation (the “Company”), to be his true and lawful attorney-in-fact (his “Attorney”) in his name and on his behalf to:

(1) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of the Company, with the United States Securities and Exchange Commission, any national securities exchanges and the Company, all as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”);

(2) seek or obtain, as the undersigned's representative and on the undersigned's behalf, if necessary or advisable in connection with performing the acts described in (1) above or under Section 16(a) of the Exchange Act, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

(3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges and agrees that:

(1) this Limited Power of Attorney authorizes, but does not require, such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information and such attorney-in-fact may presume that any such information he receives is accurate and complete and he has no obligation to independently verify such information and is not responsible for any liability based on the inaccuracy or incompleteness of such information as it is provided by the undersigned;

(2) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;

(3) neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act;

(4) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act; and

(5) The undersigned also hereby agrees that the Attorney shall not be liable for any error of judgment or for any act reasonably done or step reasonably taken or omitted in good faith, and that the undersigned agrees to indemnify, defend on a current basis, and hold harmless the Attorney from and against any and all claims, obligations, liabilities or causes of action asserted by any person relating to or arising out of, or as a consequence of, any such action or omission hereunder.

The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for an on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact.

This Limited Power of Attorney may be filed with the United States Securities and Exchange Commission, any other federal, state or foreign securities regulators, and other entities as a confirming statement of the authority granted herein.

IN WITNESS whereof this Limited Power of Attorney has been duly executed this 2nd day of February, 2022

	/s/ Raymond Nobu Chang
	Raymond Nobu Chang