Sec Form 4 Filing - Chang Raymond Nobu @ Agrify Corp - 2024-11-05

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Chang Raymond Nobu 2. Issuer Name and Ticker or Trading Symbol Agrify Corp [ AGFY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O AGRIFY CORPORATION, 2468 INDUSTRIAL ROW DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 11/05/2024 (Street) TROY, MI48084 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/05/2024 S( 1 ) 357,410 D 0 I By RTC3 2020 Irrevocable Trust ( 2 ) Common Stock 11/05/2024 S( 1 ) 105,263 D 0 I Chinwei Wang Common Stock 11/05/2024 S( 1 ) 38 D 0 D Common Stock 648 I By NXT3J Capital, LLC ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Pre-Funded Warrants (right to buy) $ 0.001 11/05/2024 S( 1 ) 5,069,162 ( 1 ) ( 1 ) Common Stock ( 1 ) ( 1 ) 0 I By CP Acquisitions, LLC ( 5 ) Pre-Funded Warrants (right to buy) $ 0.001 11/05/2024 S( 1 ) 1,085,123 ( 1 ) ( 1 ) Common Stock ( 1 ) ( 1 ) 0 I By GIC Acquisition, LLC ( 6 ) Warrants (right to buy) $ 9.75 11/05/2024 S( 1 ) 15,385 ( 8 ) ( 8 ) Common Stock 15,385 ( 1 ) 0 I By RTC3 2020 Irrevocable Family Trust ( 7 ) Warrants (right to buy) $ 0.3 11/05/2024 S( 1 ) 22 09/18/2020( 8 ) 09/18/2025( 8 ) Common Stock 22 ( 1 ) 0 I By RTC3 2020 Irrevocable Family Trust ( 7 ) Warrants (right to buy) $ 7.48 ( 8 ) 11/05/2024 S( 1 ) 10 07/28/2022( 8 ) 07/28/2027( 8 ) Common Stock 10 ( 1 ) 0 I By RTC3 2020 Irrevocable Family Trust ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Chang Raymond Nobu C/O AGRIFY CORPORATION 2468 INDUSTRIAL ROW DRIVE TROY, MI48084 X Signatures /s/ Raymond Nobu Chang 11/07/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 5, 2024, each of GIC Acquisition, LLC ("GIC"), RTC3 2020 Irrevocable Family Trust ("RTC3"), Chinwei Wang, the Reporting Person, and CP Acquisitions, LLC ("CP Acquisitions"), an entity affiliated with and controlled by the Reporting Person, Raymond Chang, the former Chairman and Chief Executive Officer of the Issuer and by I-Tseng Jenny Chan, a former member of the Issuer's Board of Directors, entered into a purchase agreement whereby CP Acquisitions sold all of its non-derivative and derivative securities in Issuer to a third party purchaser. In connection with this transaction, the Reporting Person resigned from the board of the Agrify Corporation (the "Issuer") and all officer positions, effective November 5, 2024. Pursuant to this transaction, each of CP Acquisitions, GIC, RTC3, Chinwei Wang, and the Reporting Person sold or otherwise disposed all of its pre-funded warrants and derivative securities in Issuer to a third party purchaser. ( 2 )Held by RTC, 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. ( 3 )There was no per share purchase price, and the assets included other consideration aside from the Reporting Person's equity. The total purchase price paid by the buyer to all sellers was $18,280,000.00. ( 4 )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. ( 5 )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 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. ( 6 )GIC 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. ( 7 )Held by RTC3, 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. ( 8 )Each warrant will be exercisable during the period beginning on the date when approval for such exercise is obtained from the issuer's stockholders and ending five years thereafter, at an exercise price of $9.75 or $7.48, as applicable, and subject to adjustment as provided under the warrant agreement, and the reverse stock splits of the Issuer's Common Stock effective on October 18, 2022, July 5, 2023, and October 8, 2024.

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