4//SEC Filing
Chan I-Tseng Jenny 4
Accession 0001213900-24-046367
CIK 0001800637other
Filed
May 22, 8:00 PM ET
Accepted
May 23, 7:35 PM ET
Size
10.1 KB
Accession
0001213900-24-046367
Insider Transaction Report
Form 4
Agrify CorpAGFY
Chan I-Tseng Jenny
Other
Transactions
- Conversion
Convertible Note
2024-05-21−0→ 2,397,260 total(indirect: By LLC)Exercise: $1.46Exp: 2025-12-31→ Common Stock - Conversion
Pre-Funded Warrants (right to buy)
2024-05-21+7,876,712→ 7,876,712 total(indirect: By LLC)Exercise: $0.00From: 2024-05-21→ Common Stock (7,876,712 underlying)
Footnotes (3)
- [F1]On May 21, 2024, the Issuer and CP Acquisitions, LLC ("CP Acquisitions") entered into an amendment (the "CP Note Amendment") to that certain a Senior Secured Amended, Restated and Consolidated Convertible Note due 2025 (the "Convertible Note"), 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") at a conversion price of $1.46, as may be adjusted per the Convertible Note from time to time, subject to a 49.99% beneficial ownership limitation. Immediately following the execution of the CP Note Amendment, CP Acquisitions elected to convert $11.5 million of outstanding principal into a Pre-Funded Warrant exercisable at issuance for up to 7,876,712 shares of common stock, subject to a 49.99% beneficial ownership limitation.
- [F2]The Pre-Funded Warrants have an exercise price of $0.001 per share. 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 stockholders of the Issuer pursuant to Nasdaq Listing Rule 5635.
- [F3]CP Acquisitions is an entity controlled by the reporting person, and the reported securities may be deemed to be indirectly beneficially owned by the reporting person. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Documents
Issuer
Agrify Corp
CIK 0001800637
Entity typeother
Related Parties
1- filerCIK 0002009461
Filing Metadata
- Form type
- 4
- Filed
- May 22, 8:00 PM ET
- Accepted
- May 23, 7:35 PM ET
- Size
- 10.1 KB