SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Chan I-Tseng Jenny

(Last)

(First)

(Middle)

C/O AGRIFY CORPORATION

2468 INDUSTRIAL DRIVE

(Street)

TROY

48084

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/08/2024

3. Issuer Name and Ticker or Trading Symbol
Agrify Corp [ AGFY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Convertible Note	⁽¹⁾	09/19/2025	Common Stock	⁽¹⁾	⁽¹⁾	I	By CP Acquisitions, LLC⁽²⁾

Explanation of Responses:

1. On October 27, 2023, CP Acquisitions, LLC ("CP Acquisitions") and an institutional investor (the "Existing Lender") entered into a Note Purchase and Sale Agreement, in which CP Acquisitions acquired from the Existing Lender a Senior Secured Convertible Note due 2025 (the "Note") issued by Agrify Corporation (the "Issuer") with an outstanding principal amount of $8,840,000.00, which as of the date of this Amendment No. 1 is convertible, subject to stockholder approval and a 4.99% beneficial ownership limitation, into shares of common stock of the Issuer at a current conversion price of $7.64 per share, as may be adjusted per the Note from time to time.

2. 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.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ I-Tseng Jenny Chan	01/29/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 3 filed by new insider Chan I-Tseng Jenny