Agrify Insider Raymond Chang Amends 13D, Signals Ownership Shift

TL;DR

**Insider Raymond Chang just updated his Agrify (AGFY) ownership, watch for potential strategic shifts.**

AI Summary

Raymond Nobu Chang, a key insider, has amended his Schedule 13D filing for Agrify Corp (AGFY) on January 25, 2024, indicating a change in his beneficial ownership. This amendment, filed by Chang and his associated entities CP Acquisitions, LLC, NXT3J Capital, LLC, and RTC3 2020 Irrevocable Trust, signals a potential shift in his influence or investment strategy regarding Agrify. Investors should pay close attention as changes in significant insider holdings can often precede larger strategic moves or reflect an insider's evolving confidence in the company's future.

Why It Matters

This filing indicates a change in the beneficial ownership of a significant insider, Raymond Nobu Chang, which could signal his evolving confidence in Agrify Corp's future or a shift in his strategic involvement.

Risk Assessment

Risk Level: medium — Changes in significant insider ownership can introduce uncertainty regarding future company direction or performance, making it a medium risk factor.

Analyst Insight

Investors should monitor subsequent filings from Raymond Nobu Chang and Agrify Corp for further details on the nature of this ownership change, as it could signal future strategic directions or insider sentiment.

Key Players & Entities

• Raymond Nobu Chang (person) — Reporting Person, insider of Agrify Corp
• Agrify Corporation (company) — Issuer of the securities
• CP ACQUISITIONS, LLC (company) — Group Member with Raymond Chang
• NXT3J CAPITAL, LLC (company) — Group Member with Raymond Chang
• RTC3 2020 IRREVOCABLE TRUST (company) — Group Member with Raymond Chang
• $0.001 (dollar_amount) — Par value of Agrify Corp Common Stock

Forward-Looking Statements

• Raymond Nobu Chang may be adjusting his strategic involvement with Agrify Corp. (Raymond Nobu Chang) — medium confidence, target: Q1 2025
• Agrify Corp's stock price could experience volatility due to insider ownership changes. (Agrify Corp) — low confidence, target: Q2 2024

FAQ

Key Financial Figures

• $0.001 — ation (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securiti
• $0 — ) 575 shares of common stock, par value $0.001, of Agrify Corporation (“Comm
• $15,000,000.00 — with an outstanding principal amount of $15,000,000.00 and a conversion price of $1.46 per sha
• $1.46 — 15,000,000.00 and a conversion price of $1.46 per share (as may be adjusted per the S
• $18,900,583.71 — nding principal amount of approximately $18,900,583.71 at the time of issuance of the Restated
• $3,900,583.71 — itions elected to convert approximately $3,900,583.71 of outstanding principal and accrued bu
• $500,000.00 — by increasing the principal amount from $500,000.00 to $1,000,000.00. The Second Amended an
• $1,000,000.00 — he principal amount from $500,000.00 to $1,000,000.00. The Second Amended and Restated Junior

Filing Documents

• ea192366-13da2chang_agrify.htm (SC 13D/A) — 90KB
• 0001213900-24-007417.txt ( ) — 92KB

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

(a) of the Schedule

Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows: Each Reporting Person is the record owner of the securities set forth on their respective cover sheet. The percentage of outstanding Common Stock which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of each Reporting Person’s cover sheet. Such percentage was calculated based on the 6,846,419 shares of Common Stock outstanding as of the date hereof. Notwithstanding the foregoing, Mr. Chang hereby disclaims beneficial ownership with respect to the securities held by NXT3J, RTC3, CP Acquisitions and Raymond Chang Jr. except to the extent of his pecuniary interest therein.

(c) of the Schedule 13D is hereby amended

Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows: On January 25, 2024, CP Acquisitions and the Issuer consolidated the outstanding principal and interest due under the outstanding secured notes previously issued by the Issuer and held by CP Acquisitions into a certain single convertible note, titled “Senior Secured Amended, Restated and Consolidated Convertible Note due 2025” (the “ Restated Note ”), with an outstanding principal amount of approximately $18,900,583.71 at the time of issuance of the Restated Note. The Restated Note is convertible at a current conversion price of $1.46 per share, as may be adjusted per the Note from time to time, subject to a 49.99% beneficial ownership limitation; provided that CP Acquisitions may assign its right to receive shares of common stock upon conversion to Mr. Chang and/or Ms. I-Tseng Jenny Chan, a member of the Board of Directors of the Issuer, in which case the 49.99% beneficial ownership limitation will apply to each of them individually. Immediately following the execution of the Restated Note, CP Acquisitions elected to convert approximately $3,900,583.71 of outstanding principal and accrued but unpaid interest into an aggregate of 2,671,633 shares of common stock, and assigned its rights to receive 1,335,817 of such shares to RTC3 and the remainder of such shares to certain other entities controlled by Ms. Chan. Following the conversion, there was $15,000,000.00 in principal amount outstanding under the Restated Note. CP Acquisitions does not presently intend to convert some or all of the outstanding principal amount and accrued but unpaid interest under the Restated Note, and may seek to exercise certain rights as a senior secured debtholder of the Issuer in the future. Furthermore, as reported on the 8-K of the Issuer on or around the date of this Amendment No. 2, GIC Acquisition LLC, an affiliated entity of Mr. Chang, amended and restated its existing Amended an

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit No. Description Exhibit 1 Senior Secured Amended, Restated and Consolidated Convertible Note, dated January 25, 2024 (filed as Exhibit 4.1 to the Issuer’s Current Report on Form 8-K, as filed with the Commission on January 25, 2024, and incorporated herein by reference). Exhibit 2 Second Amended and Restated Junior Secured Promissory Note, dated January 25, 2024 (filed as Exhibit 4.2 to the Issuer’s Current Report on Form 8-K, as filed with the Commission on January 25, 2024, and incorporated herein by reference). 8 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 29, 2024 Raymond Nobu Chang /s/ Raymond Nobu Chang Name: Raymond Nobu Chang RTC3 2020 Irrevocable Trust By: /s/ Johanna Wise Sullivan Name: Johanna Wise Sullivan Title: Trustee NXT3J Capital, LLC By: /s/ Raymond Nobu Chang Name: Raymond Nobu Chang Title: Manager CP Acquisitions, LLC By: /s/ Raymond Nobu Chang Name: Raymond Nobu Chang Title: Manager Raymond Chang, Jr. /s/ Raymond Chang, Jr. Name: Raymond Chang, Jr. 9

View Full Filing

View this SC 13D/A filing on SEC EDGAR