Chang Group Amends Agrify Stake Filing

TL;DR

Raymond Chang's group updated their Agrify ownership filing - watch for potential moves.

AI Summary

Raymond Chang, through entities like CP Acquisitions, LLC, GIC Acquisition LLC, NXT3J Capital, LLC, and RTC3 2020 Irrevocable Trust, has amended their Schedule 13D filing for Agrify Corporation on May 21, 2024. This amendment signifies a change in their beneficial ownership of Agrify's common stock.

Why It Matters

This filing indicates a potential shift in control or significant influence over Agrify Corporation by the Chang Group, which could impact the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often signal changes in significant shareholder intentions, which can introduce volatility.

Key Players & Entities

• Raymond Chang (person) — Filing person and beneficial owner
• Agrify Corporation (company) — Subject company
• CP Acquisitions, LLC (company) — Group member filing
• GIC Acquisition LLC (company) — Group member filing
• NXT3J Capital, LLC (company) — Group member filing
• RTC3 2020 Irrevocable Trust (company) — Group member filing
• Chinwei Wang (person) — Group member

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 (“ Com
• $1.46 — 3,500 ,000.00 and a conversion price of $1.46 per share (as may be adjusted per the S
• $11.5 million — ent, CP Acquisitions elected to convert $11.5 million of outstanding principal into a Pre-Fun
• $500,000 — te with an original principal amount of $500,000 in favor of GIC Acquisition, an entity
• $1.0 million — ease the principal amount thereunder to $1.0 million and to extend the maturity date until J
• $2.29 m — egate principal amount to approximately $2.29 million, extend the maturity date to Dece
• $0.31 — , in each case at a conversion price of $0.31. 10 Immediately following the execut

Filing Documents

• ea0206804-13da5chang_agrify.htm (SC 13D/A) — 135KB
• ea020680403ex99-1_agrify.htm (EX-99.1) — 9KB
• 0001213900-24-046369.txt ( ) — 146KB

Identity and Background

Item 2. Identity and Background.

of the Schedule 13D

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows: This statement is filed by Raymond Nobu Chang (“ Mr. Chang ”), RTC3 2020 Irrevocable Trust (“ RTC3 ”), NXT3J Capital, LLC (“ NXT3J ”), CP Acquisitions, LLC (“ CP Acquisitions ”), GIC Acquisition LLC (“ GIC Acquisition ”), Raymond Chang Jr. and Chinwei Wang (each, a “ Reporting Person ” and together, the “ Reporting Persons ”) with respect to shares of Common Stock that they may be deemed to have beneficial ownership. Mr. Chang’s principal occupation is serving as a business executive and as Chairman of the Issuer’s Board of Directors. Raymond Chang Jr.’s principal occupation is Director of Business Development of the Issuer. The principal occupation of RTC3, NXT3J, CP Acquisitions and GIC Acquisition is asset management. Chinwei Wang is Mr. Chang’s spouse. Mr. Chang, Raymond Chang Jr. and Chinwei Wang are each a citizen of the United States of America, and their principal business address is c/o Agrify Corporation, 2468 Industrial Drive, Troy, MI 48084. RTC3 is organized under the laws of the Massachusetts, and has a principal business address of c/o of Nutter McClennen & Fish, 155 Seaport Blvd, Boston, MA 02210. NXT3J is organized under the laws of the Delaware, and has a principal address of 675 VFW Parkway, Suite 152, Chestnut Hill, MA 02467. GIC Acquisition is organized under the laws of Delaware, and has a principal During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, the Reporting Persons have not been a party to any other civi

Purpose of the Transaction

Item 4. Purpose of the Transaction

of the Schedule 13D

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: As such terms are defined and as further described in Item 5, the purpose of the actions taken by the Reporting Persons with respect to the CP Note Amendment, the Restated Junior Note and the conversion of both the Convertible Note and the Restated Junior Note into Pre-Funded Warrants was to improve the shareholders’ equity of the Issuer and mitigate the Issuer’s negative shareholder equity. Except as described herein, the Reporting Persons have no present plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. 9

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 14,229,386 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, GIC Acquisition 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: Amendment of Convertible Note As previously reported on this Schedule 13D, on January 25, 2024, Issuer and CP Acquisitions, an entity affiliated with and controlled by Raymond Chang, the Chief Executive Officer of the Issuer and a member of its Board, and I-Tseng Jenny Chan, a member of the Board, agreed to amend, restate and consolidate certain outstanding notes held by CP Acquisitions into the Convertible Note. On May 21, 2024, the Issuer and CP Acquisitions entered into an amendment to the Convertible Note (the “CP Note Amendment”), 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 ”). The conversion price applicable to the Pre-Funded Warrants will remain unchanged at $1.46. The Pre-Funded Warrants have an exercise price of $0.001 per share, were exercisable upon issuance, will expire when the applicable warrant is exercised in full, and are exercisable on a cash basis or, if there is no effective registration statement registering the resale of the underlying shares of common stock, on a cashless exercise basis at CP Acquisitions’ discretion. 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

Contracts, Arrangements, Understandings

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The information provided or incorporated by reference in Items 4 and 5 of this Schedule 13D, is hereby incorporated herein by this reference thereto.

is hereby amended

Item 6 is hereby amended and modified to include the following (which shall be in addition to the information previously included in the Schedule 13D): Except as set forth in the Convertible Note, Pre-Funded Warrant and Restated Junior Note, or herein, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the call options, put options, security-based swaps or any other derivative securities, transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit No. Description 1 Joint Filing Agreement, dated as of May 23, 2024, by and between Raymond Nobu Chang, RTC3 2020 Irrevocable Trust, NXT3J Capital, LLC, CP Acquisitions, LLC, GIC Acquisition LLC, Raymond Chang, Jr and Chinwei Wang. 2 Amendment No. 1 to Senior Secured Amended, Restated and Consolidated Convertible Note between Agrify Corporation and CP Acquisitions, LLC (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on May 22, 2024). 3 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 to the Issuer’s Current Report on Form 8-K, filed with the SEC on May 22, 2024). 4 Third Amended and Restated Junior Secured Convertible Promissory Note dated as of May 21, 2024 (incorporated by reference to Exhibit 4.3 to the Issuer’s Current Report on Form 8-K, filed with the SEC on May 22, 2024). 11 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: May 23, 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 GIC Acquisition LLC By: /s/ Raymond Nobu Chang Name: Raymond Nobu Chang Title: Manager Raymond Chang, Jr. /s/ Raymond Chang, Jr. Name: Raymond Chang, Jr. Chinwei Wang /s/ Chinwei Wang Name: Chinwei Wang 12

View Full Filing

View this SC 13D/A filing on SEC EDGAR