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Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 2/28/24 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 1800637 |
| Issuer Name: Agrify Corp |
| Issuer Trading Symbol: AGFY |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1831402 |
| | Owner Name: Chang Raymond Nobu |
| Reporting Owner Address: |
| | Owner Street 1: C/O AGRIFY CORPORATION |
| | Owner Street 2: 2468 INDUSTRIAL DRIVE |
| | Owner City: TROY |
| | Owner State: MI |
| | Owner ZIP Code: 48084 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? Yes |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: CEO and Chairman |
| | Other Text: |
| Aff 10b5 One: 0 |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 2/28/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,842,104 |
| Footnote ID: F1 |
| | | Transaction Price Per Share: |
| Value: 0.38 |
| Footnote ID: F2 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 3,295,998 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By RTC3 2020 Irrevocable Family Trust |
| Footnote ID: F3 |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 648 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By NXT3J Capital, LLC |
| Footnote ID: F4 |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 575 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: (i) 263,157 shares of common stock were purchased directly by RTC3 2020 Irrevocable Family Trust using trust assets and (ii) 1,578,947 shares of common stock were initially purchased by Chinwei Wang as an agent of RTC3 2020 Irrevocable Family Trust and subsequently transferred to RTC3 2020 Irrevocable Family Trust for estate planning purposes. |
| Footnote - F2: The reported securities were purchased by the reporting person at a purchase price of $0.38 per share of common stock in connection with the issuer's public offering that closed on February 28, 2024. |
| Footnote - F3: Held by RTC3 2020 Irrevocable Family Trust, of which the reporting person retains the authority to remove the independent trustee. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his 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. |
| Footnote - F4: NXT3J Capital, LLC 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 his 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. |
| Owner Signature: |
| Signature Name: /s/ Raymond Nobu Chang |
| Signature Date: 3/1/24 |
