0001213900-24-046367.txt : 20240523
0001213900-24-046367.hdr.sgml : 20240523
20240523193513
ACCESSION NUMBER: 0001213900-24-046367
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240521
FILED AS OF DATE: 20240523
DATE AS OF CHANGE: 20240523
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Chan I-Tseng Jenny
CENTRAL INDEX KEY: 0002009461
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39946
FILM NUMBER: 24980385
MAIL ADDRESS:
STREET 1: 76 TREBLE COVE RD.
STREET 2: BUILDING 3
CITY: BILLERICA
STATE: MA
ZIP: 01862
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Agrify Corp
CENTRAL INDEX KEY: 0001800637
STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE SERVICES [0700]
ORGANIZATION NAME: 08 Industrial Applications and Services
IRS NUMBER: 300943453
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2468 INDUSTRIAL ROW DRIVE
CITY: TROY
STATE: MI
ZIP: 48084
BUSINESS PHONE: 855-420-0020
MAIL ADDRESS:
STREET 1: 2468 INDUSTRIAL ROW DRIVE
CITY: TROY
STATE: MI
ZIP: 48084
4
1
ownership.xml
X0508
4
2024-05-21
0
0001800637
Agrify Corp
AGFY
0002009461
Chan I-Tseng Jenny
C/O AGRIFY CORPORATION
2468 INDUSTRIAL DRIVE
TROY
MI
48084
1
0
1
0
0
Convertible Note
1.46
2024-05-21
4
C
0
0
0
D
2025-12-31
Common Stock
2397260
I
By CP Acquisitions, LLC
Pre-Funded Warrants (right to buy)
0.001
2024-05-21
4
C
0
7876712
0
A
2024-05-21
Common Stock
7876712
7876712
I
By CP Acquisitions, LLC
On May 21, 2024, the Issuer and CP Acquisitions, LLC ("CP Acquisitions") entered into an amendment (the "CP Note Amendment") to that certain a Senior Secured Amended, Restated and Consolidated Convertible Note due 2025 (the "Convertible Note"), pursuant to which CP Acquisitions may elect, in lieu of shares of common stock issuable upon conversion of the Convertible Note, to instead receive pre-funded warrants ("Pre-Funded Warrants") at a conversion price of $1.46, as may be adjusted per the Convertible Note from time to time, subject to a 49.99% beneficial ownership limitation. Immediately following the execution of the CP Note Amendment, CP Acquisitions elected to convert $11.5 million of outstanding principal into a Pre-Funded Warrant exercisable at issuance for up to 7,876,712 shares of common stock, subject to a 49.99% beneficial ownership limitation.
The Pre-Funded Warrants have an exercise price of $0.001 per share. The Pre-Funded Warrants provide that each time the Issuer consummates any bona fide equity financing with the primary purpose of raising capital, then the number of shares of common stock underlying the Pre-Funded Warrants will be increased (the "Adjustment Provision") to an amount equal to (i) the amount of the Convertible Note that was originally converted into the applicable Pre-Funded Warrants divided by (ii) the purchase or conversion price in the equity financing transaction, subject to proportional adjustment in the event the Pre-Funded Warrant has been partially exercised. The Adjustment Provision will not be effective unless and until it is approved by stockholders of the Issuer pursuant to Nasdaq Listing Rule 5635.
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.
/s/ I-Tseng Jenny Chan
2024-05-23