Raymond Chang Amends Agrify Stake Filing

TL;DR

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

AI Summary

Raymond Chang, through entities like CP Acquisitions, LLC and GIC Acquisition LLC, has amended their Schedule 13D filing for Agrify Corporation as of October 18, 2024. This amendment, the ninth for this filing, indicates a change in their beneficial ownership of Agrify's common stock. The filing details the group members involved in this reporting, including Chinwei Wang and NXT3J Capital, LLC.

Why It Matters

Amendments to Schedule 13D filings signal significant changes in major shareholder positions, potentially impacting stock price and corporate strategy.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, which can introduce volatility.

Key Numbers

• 9 — Amendment Number (Indicates this is the ninth update to the filing.)

Key Players & Entities

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

FAQ

Key Financial Figures

• $0.001 — ation (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securiti
• $3,500,000.00 — with an outstanding principal amount of $3,500,000.00 and a conversion price of $21.90 per sh
• $21.90 — $3,500,000.00 and a conversion price of $21.90 per share (as may be adjusted per the S
• $3,000,000.00 — with an outstanding principal amount of $3,000,000.00 and a conversion price of $3.9495 (as m
• $3.9495 — $3,000,000.00 and a conversion price of $3.9495 (as may be adjusted per the Junior Note
• $1,500,000 — um of the Junior Note is increased from $1,500,000 to $3,000,000. The conversion price app
• $3,000,000 — or Note is increased from $1,500,000 to $3,000,000. The conversion price applicable to the

Filing Documents

• ea0218598-13da9chang_agrify.htm (SC 13D/A) — 122KB
• 0001213900-24-090500.txt ( ) — 124KB

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: Amendment to Junior Note On October 18, 2024, the Issuer and CP Acquisitions entered into an amendment to the Junior Note (the “ Junior Note Amendment ”), pursuant to which the maximum principal sum of the Junior Note is increased from $1,500,000 to $3,000,000. The conversion price applicable to the Junior Note will remain unchanged with an exercise price of $0.001 per share, in each case at a conversion price of $3.9495 (as may be adjusted per the Junior Note). The foregoing summary of the Junior Note Amendment does not purport to be complete, and is qualified in their entirety by reference to copies of the Junior Note Amendment, which are filed as Exhibit 4.1, to the Issuer’s Current Report on Form 8-K, filed with the SEC on October 22, 2024, which is attached as exhibit 1 to this Schedule 13D and are incorporated herein by reference. 9

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 Junior Note Amendment, 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 Amendment No. 1 to Junior Secured Convertible Promissory Note, dated as of October 18, 2024, by and 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 October 22, 2024). 10 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: October 24, 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 11

View Full Filing

View this SC 13D/A filing on SEC EDGAR