M&A: Agrify Corp

Form Type: 8-K

Filing Date: 2025-01-07

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025001659

Comments: On January 7, 2025, Agrify Corporation reported the sale of certain assets related to its Vertical Farming Unit business to CP Acquisitions, LLC, an event referred to as the Asset Sale. This transaction became effective on December 31, 2024, resulting in David Kessler ceasing his roles as the Company’s Chief Science Officer, Executive Vice President, and General Manager of Cultivation, effective the same date. The report is filed as a current report under Section 13 or 15(d) of the Securities Exchange Act of 1934.

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Form Type: 8-K

Filing Date: 2025-01-06

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025000939

Comments: On December 31, 2024, Agrify Corporation entered into an Asset Purchase Agreement with CP Acquisitions, LLC, led by former Chairman Raymond Chang, for the sale of the Company’s Vertical Farming Units and related assets. The deal included approximately $7 million in secured indebtedness and certain other liabilities. This transaction is considered significant, requiring pro forma financial disclosures. A press release announcing this acquisition was issued on January 6, 2025, providing further details to the investors.

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Form Type: SCHEDULE 13D/A

Filing Date: 2025-01-03

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025000917

Comments: This document serves as Amendment No. 8 to the Schedule 13D previously filed by I-Tseng Jenny Chan associated with Agrify Corporation. The amendment highlights that on December 31, 2024, CP Acquisitions, LLC, an entity linked to the Former Reporting Person, finalized an Asset Purchase Agreement to acquire Agrify's cultivation business. This includes all cultivation-related assets, such as Vertical Farming Units and Agrify software solutions. In return for these assets, CP Acquisitions terminated certain debts owed by Agrify. As a result of this acquisition, I-Tseng Jenny Chan no longer holds beneficial ownership of over 5% of Agrify’s common stock, thus ceasing to be a Reporting Person. The amendment does not alter previous filings except as noted herein.

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Form Type: SCHEDULE 13D/A

Filing Date: 2025-01-03

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025000918

Comments: This document is Amendment No. 12 to the Schedule 13D originally filed by former reporting persons including Raymond Nobu Chang and NXT3J Capital, LLC, regarding their beneficial ownership of Agrify Corporation's common stock. Notably, on December 31, 2024, CP Acquisitions, LLC, an entity affiliated with Mr. Chang, signed and closed an Asset Purchase Agreement to acquire Agrify's cultivation business, including all related assets and software. In return, CP terminated certain debts owed by Agrify. The document confirms that as of the date of the Asset Purchase Agreement, the reporting persons no longer beneficially own more than 5% of the class of securities, thus ceasing their status as reporting persons. This amendment does not alter previously reported information, except as noted herein.

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