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, M Cannan Capital, LLC, M Olivet Capital, LLC, and M Zion Capital, LLC, has amended their Schedule 13D filing for Agrify Corporation on August 16, 2024. This amendment signifies a change in their beneficial ownership of Agrify's common stock. The filing does not specify dollar amounts or exact percentage changes in this amendment.

Why It Matters

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

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or changes in control, introducing uncertainty for investors.

Key Players & Entities

• Raymond Chang (person) — Filing person and authorized contact
• Agrify Corporation (company) — Subject company
• CP ACQUISITIONS, LLC (company) — Group member
• M CANNAN CAPITAL, LLC (company) — Group member
• M OLIVET CAPITAL, LLC (company) — Group member
• M ZION CAPITAL, LLC (company) — Group member

FAQ

Key Financial Figures

• $0.001 — ation (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securiti
• $0 — 5,272 shares of common stock, par value $0.001, of Agrify Corporation (“ Com
• $3,500,000.00 — with an outstanding principal amount of $3,500,000.00 and a conversion price of $1.46 per sha
• $1.46 — $3,500,000.00 and a conversion price of $1.46 per share (as may be adjusted per the S
• $1,500,000.00 — with an outstanding principal amount of $1,500,000.00 and a conversion price of $0.2633 (as m
• $0.2633 — $1,500,000.00 and a conversion price of $0.2633 (as may be adjusted per the New Junior
• $1,500,000 — r Note, CP Acquisitions will lend up to $1,500,000 to the Issuer. The New Junior Note bear

Filing Documents

• ea0211649-13da3chan_agrify.htm (SC 13D/A) — 91KB
• 0001213900-24-070252.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 14,230,447 shares of Common Stock outstanding as of the date hereof. Notwithstanding the foregoing, Ms. Chan disclaims beneficial ownership with respect to the shares held by M Zion Capital, the shares held by M Olivet Capital, the shares held by M Cannan Capital and the shares entitled to CP Acquisitions upon conversion of its Convertible Note, in each case except to the extent of her pecuniary interest therein.

(c) of the Schedule

Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows: New Junior Note for CP Acquisitions On August 14, 2024, Issuer issued a junior secured promissory note (the “ New Junior Note ”) in favor of CP Acquisitions, an entity affiliated with and controlled by I-Tseng Jenny Chan, a member of the Board of Directors of the Issuer (“ Board ”) and Raymond Chang, the Chief Executive Officer of the Issuer and a member of the Board. Pursuant to the New Junior Note, CP Acquisitions will lend up to $1,500,000 to the Issuer. The New Junior Note bears interest at a rate of 10% per annum, will mature in full on July 1, 2025, and may be prepaid without any fee or penalty. The New Junior Note is secured by the Issuer’s assets and ranks junior to existing secured indebtedness of the Issuer. The New Junior Note may be converted into common stock of the Company or, at CP Acquisition’s election, pre-funded warrants with an exercise price of $0.001 per share (the “ Pre-Funded Warrants ”), in each case at a conversion price of $0.2633. The foregoing summaries of the New Junior Note and the form of Pre-Funded Warrant do not purport to be complete, and are qualified in their entirety by reference to copies of the New Junior Note and the form of Pre-Funded Warrant, which are filed as Exhibits 4.1 and 4.2, respectively, to the Issuer’s Current Report on Form 8-K, filed with the SEC on August 14, 2024, which are attached as exhibits 1 and 2, respectively, to this Schedule 13D and are incorporated herein by reference.

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 Item 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 New 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 Junior Secured Convertible Promissory Note dated as of August 14, 2024 (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on August 14, 2024). 2 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 August 14, 2024). 7 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: August 16, 2024 I-Tseng Jenny Chan /s/ I-Tseng Jenny Chan Name: I-Tseng Jenny Chan M Zion Capital, LLC By: /s/ I-Tseng Jenny Chan Name: I-Tseng Jenny Chan Title: Manager M Olivet Capital, LLC By: /s/ I-Tseng Jenny Chan Name: I-Tseng Jenny Chan Title: Manager M Cannan Capital, LLC By: /s/ I-Tseng Jenny Chan Name: I-Tseng Jenny Chan Title: Manager CP Acquisitions, LLC By: /s/ I-Tseng Jenny Chan Name: I-Tseng Jenny Chan Title: Manager 8

View Full Filing

View this SC 13D/A filing on SEC EDGAR