Chang Group Amends Agrify Stake Filing

TL;DR

Raymond Chang's group updated their Agrify stake filing - watch for 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 as of September 4, 2024. This amendment, designated as Amendment No. 4, updates their beneficial ownership information for Agrify's common stock. The filing indicates a change in the reporting person's holdings or intentions regarding the company.

Why It Matters

This filing signals a potential shift in control or strategy for Agrify Corporation, as significant stakeholders update their disclosures. Investors will monitor subsequent actions for clues about future company direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant investor activity, which can lead to volatility and strategic changes in the company.

Key Players & Entities

• Agrify Corporation (company) — Subject Company
• Raymond Chang (person) — Reporting Person
• 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 — 9,962 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
• $0.1406 — fective purchase price of approximately $0.1406 per share of Common Stock, the number o

Filing Documents

• ea0213542-13da4chan_agrify.htm (SC 13D/A) — 91KB
• 0001213900-24-075745.txt ( ) — 92KB

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

(c) of the Schedule

Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows: Pre-Funded Warrant Amendments As previously reported, on June 30, 2024, the Issuer amended the terms of a pre-funded warrant (the “ CP Warrant ”) held by CP Acquisitions, an entity affiliated with and controlled by Raymond Chang, the Chairman and Chief Executive Officer of the Issuer and by I-Tseng Jenny Chan, a member of the Issuer’s Board of Directors. Among other things, the June 30, 2024 amendments removed certain adjustment provisions (the “ Adjustment Provisions ”) from the CP Warrant. Pursuant to the Adjustment Provisions, each time the Issuer consummated any bona fide equity financing with the primary purpose of raising capital, then the number of shares of common stock underlying the CP Warrant, as applicable, would be increased to an amount equal to (i) the amount of the convertible note that was originally converted into CP Warrant, as applicable, divided by (ii) the purchase or conversion price in the equity financing transaction, subject to proportional adjustment in the event the CP Warrant has been partially exercised. Also as previously reported, on August 12, 2024, the shareholders of the Issuer approved a proposal to amend the CP Warrant to add the Adjustment Provisions at a future date. Pursuant to that approval, on August 28, 2024, the Issuer entered into an amendment to the CP Warrant (the “ CP Warrant Amendment ”). The CP Warrant Amendment inserted the Adjustment Provisions into the CP Warrant, respectively. As a result of the CP Warrant Amendment and the subsequent issuance of 2,844,672 shares of Common Stock to Ionic Ventures, LLC (“ Ionic ”) pursuant to that Purchase Agreement (“ Purchase Agreement ”) entered into on August 28, 2024 between Ionic and Issuer, at an effective purchase price of approximately $0.1406 per share of Common Stock, the number of shares of Common Stock underlying the CP War

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 Purchase Agreement, dated as of August 28, 2024, by and between Agrify Corporation and Ionic Ventures, LLC (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on August 29, 2024). 2 Amendment to Pre-Funded Common Stock Purchase Warrant, dated as of August 28, 2024, by and between Agrify Corporation and CP Acquisitions, LLC (incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K, filed with the SEC on August 29, 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: September 4, 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