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person · Reporting owner

Chang Raymond Nobu

Disclosed activity across 1 company

Tapewire entity
84474
SEC CIK
0001831402

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Reported relationships

Latest disclosed role at each company.

No relationships currently tracked through insider filings.

Disclosed balances

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Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

No balances currently tracked through insider filings.

Past disclosures · reporting ended (1)

No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.

RYTHM, Inc.

Report date December 31, 2024 · Filed January 04, 2025

Section 16 reporting ended · disclosed 2025-01-04. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Convertible NoteSEC Table II · derivative / convertible security · Conversion / exercise price $3.95 · Expires 2025-07-01IndirectBy CP Acquisitions, LLCNot disclosed Reported balance After 2024-12-31 transaction · row 1 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 1 · 2024-12-31 · Other · Disposed Not disclosed · Balance Not disclosed

F1: On 12/31/2024, CP Acquisitions, LLC ("CP"), an entity affiliated with the Reporting Person, signed an Asset Purchase Agreement ("APA") for the purchase of certain assets of the Issuer and closed the transaction. In exchange for the assets, CP, among other consideration, terminated the: (i) Senior Secured Amended, Restated and Consolidated Convertible Note dated 1/24 2024, as amended on 5/21/2024; and (ii) Junior Secured Convertible Promissory Note dated 8/14/2024, as amended on October 18, 2024. As of the date of the APA, the Reporting Person is no longer a "Reporting Person."

F2: CP 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.

Convertible NoteSEC Table II · derivative / convertible security · Conversion / exercise price $1.46 · Expires 2025-12-31IndirectBy CP Acquisitions, LLC0 Reported balance After 2024-12-31 transaction · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · 2024-12-31 · Other · Disposed 0 · Balance 0

F1: On 12/31/2024, CP Acquisitions, LLC ("CP"), an entity affiliated with the Reporting Person, signed an Asset Purchase Agreement ("APA") for the purchase of certain assets of the Issuer and closed the transaction. In exchange for the assets, CP, among other consideration, terminated the: (i) Senior Secured Amended, Restated and Consolidated Convertible Note dated 1/24 2024, as amended on 5/21/2024; and (ii) Junior Secured Convertible Promissory Note dated 8/14/2024, as amended on October 18, 2024. As of the date of the APA, the Reporting Person is no longer a "Reporting Person."

F2: CP 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.

Filing footnotes · ownership attribution and instrument terms

F1: On 12/31/2024, CP Acquisitions, LLC ("CP"), an entity affiliated with the Reporting Person, signed an Asset Purchase Agreement ("APA") for the purchase of certain assets of the Issuer and closed the transaction. In exchange for the assets, CP, among other consideration, terminated the: (i) Senior Secured Amended, Restated and Consolidated Convertible Note dated 1/24 2024, as amended on 5/21/2024; and (ii) Junior Secured Convertible Promissory Note dated 8/14/2024, as amended on October 18, 2024. As of the date of the APA, the Reporting Person is no longer a "Reporting Person."

F2: CP 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.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
December 31, 2024 Filed Jan 4, 2025 02:42 UTC RYTHM, Inc. AGFY · Entity 2092 OtherConvertible Note · Derivative 0 $0.00 Strike: $1.46 $0.00
Disclosure

SEC source: 0001213900-25-000920 · ownership.xml · derivative · entry 2

Chang Raymond Nobu · CIK 0001831402 · Former 10% Owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By CP Acquisitions, LLC

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires 2025-12-31

F1 · kind: On 12/31/2024, CP Acquisitions, LLC ("CP"), an entity affiliated with the Reporting Person, signed an Asset Purchase Agreement ("APA") for the purchase of certain assets of the Issuer and closed the transaction. In exchange for the assets, CP, among other consideration, terminated the: (i) Senior Secured Amended, Restated and Consolidated Convertible Note dated 1/24 2024, as amended on 5/21/2024; and (ii) Junior Secured Convertible Promissory Note dated 8/14/2024, as amended on October 18, 2024. As of the date of the APA, the Reporting Person is no longer a "Reporting Person."

F1 · derivative.exercise_date: On 12/31/2024, CP Acquisitions, LLC ("CP"), an entity affiliated with the Reporting Person, signed an Asset Purchase Agreement ("APA") for the purchase of certain assets of the Issuer and closed the transaction. In exchange for the assets, CP, among other consideration, terminated the: (i) Senior Secured Amended, Restated and Consolidated Convertible Note dated 1/24 2024, as amended on 5/21/2024; and (ii) Junior Secured Convertible Promissory Note dated 8/14/2024, as amended on October 18, 2024. As of the date of the APA, the Reporting Person is no longer a "Reporting Person."

F1 · derivative.underlying_shares: On 12/31/2024, CP Acquisitions, LLC ("CP"), an entity affiliated with the Reporting Person, signed an Asset Purchase Agreement ("APA") for the purchase of certain assets of the Issuer and closed the transaction. In exchange for the assets, CP, among other consideration, terminated the: (i) Senior Secured Amended, Restated and Consolidated Convertible Note dated 1/24 2024, as amended on 5/21/2024; and (ii) Junior Secured Convertible Promissory Note dated 8/14/2024, as amended on October 18, 2024. As of the date of the APA, the Reporting Person is no longer a "Reporting Person."

F1 · balance_after: On 12/31/2024, CP Acquisitions, LLC ("CP"), an entity affiliated with the Reporting Person, signed an Asset Purchase Agreement ("APA") for the purchase of certain assets of the Issuer and closed the transaction. In exchange for the assets, CP, among other consideration, terminated the: (i) Senior Secured Amended, Restated and Consolidated Convertible Note dated 1/24 2024, as amended on 5/21/2024; and (ii) Junior Secured Convertible Promissory Note dated 8/14/2024, as amended on October 18, 2024. As of the date of the APA, the Reporting Person is no longer a "Reporting Person."

F2 · ownership.nature: CP 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.

Read SEC document
December 31, 2024 Filed Jan 4, 2025 02:42 UTC RYTHM, Inc. AGFY · Entity 2092 OtherConvertible Note · Derivative Not disclosed $0.00 Strike: $3.95 $3,000,000.00
Disclosure

SEC source: 0001213900-25-000920 · ownership.xml · derivative · entry 1

Chang Raymond Nobu · CIK 0001831402 · Former 10% Owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By CP Acquisitions, LLC

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires 2025-07-01

F1 · kind: On 12/31/2024, CP Acquisitions, LLC ("CP"), an entity affiliated with the Reporting Person, signed an Asset Purchase Agreement ("APA") for the purchase of certain assets of the Issuer and closed the transaction. In exchange for the assets, CP, among other consideration, terminated the: (i) Senior Secured Amended, Restated and Consolidated Convertible Note dated 1/24 2024, as amended on 5/21/2024; and (ii) Junior Secured Convertible Promissory Note dated 8/14/2024, as amended on October 18, 2024. As of the date of the APA, the Reporting Person is no longer a "Reporting Person."

F1 · price: On 12/31/2024, CP Acquisitions, LLC ("CP"), an entity affiliated with the Reporting Person, signed an Asset Purchase Agreement ("APA") for the purchase of certain assets of the Issuer and closed the transaction. In exchange for the assets, CP, among other consideration, terminated the: (i) Senior Secured Amended, Restated and Consolidated Convertible Note dated 1/24 2024, as amended on 5/21/2024; and (ii) Junior Secured Convertible Promissory Note dated 8/14/2024, as amended on October 18, 2024. As of the date of the APA, the Reporting Person is no longer a "Reporting Person."

F1 · derivative.exercise_date: On 12/31/2024, CP Acquisitions, LLC ("CP"), an entity affiliated with the Reporting Person, signed an Asset Purchase Agreement ("APA") for the purchase of certain assets of the Issuer and closed the transaction. In exchange for the assets, CP, among other consideration, terminated the: (i) Senior Secured Amended, Restated and Consolidated Convertible Note dated 1/24 2024, as amended on 5/21/2024; and (ii) Junior Secured Convertible Promissory Note dated 8/14/2024, as amended on October 18, 2024. As of the date of the APA, the Reporting Person is no longer a "Reporting Person."

F1 · derivative.underlying_shares: On 12/31/2024, CP Acquisitions, LLC ("CP"), an entity affiliated with the Reporting Person, signed an Asset Purchase Agreement ("APA") for the purchase of certain assets of the Issuer and closed the transaction. In exchange for the assets, CP, among other consideration, terminated the: (i) Senior Secured Amended, Restated and Consolidated Convertible Note dated 1/24 2024, as amended on 5/21/2024; and (ii) Junior Secured Convertible Promissory Note dated 8/14/2024, as amended on October 18, 2024. As of the date of the APA, the Reporting Person is no longer a "Reporting Person."

F1 · valueOwnedAfter: On 12/31/2024, CP Acquisitions, LLC ("CP"), an entity affiliated with the Reporting Person, signed an Asset Purchase Agreement ("APA") for the purchase of certain assets of the Issuer and closed the transaction. In exchange for the assets, CP, among other consideration, terminated the: (i) Senior Secured Amended, Restated and Consolidated Convertible Note dated 1/24 2024, as amended on 5/21/2024; and (ii) Junior Secured Convertible Promissory Note dated 8/14/2024, as amended on October 18, 2024. As of the date of the APA, the Reporting Person is no longer a "Reporting Person."

F2 · ownership.nature: CP 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.

Read SEC document
November 05, 2024 Filed Nov 8, 2024 02:55 UTC RYTHM, Inc. AGFY · Entity 2092 SaleWarrants (right to buy) · Derivative 10 Not disclosed Strike: $7.48 Not disclosed
Disclosure

SEC source: 0001213900-24-095551 · ownership.xml · derivative · entry 9

Chang Raymond Nobu · CIK 0001831402 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By RTC3 2020 Irrevocable Family Trust

Disclosed balance after: 0

Underlying: Common Stock · 10 shares

Expires 2027-07-28

F8 · derivative.exercise_price: 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.

F1 · kind: 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.

F1 · price: 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.

F8 · derivative.exercise_date: 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.

F8 · derivative.expiration_date: 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.

F7 · ownership.nature: 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.

Read SEC document
November 05, 2024 Filed Nov 8, 2024 02:55 UTC RYTHM, Inc. AGFY · Entity 2092 SaleWarrants (right to buy) · Derivative 22 Not disclosed Strike: $0.30 Not disclosed
Disclosure

SEC source: 0001213900-24-095551 · ownership.xml · derivative · entry 8

Chang Raymond Nobu · CIK 0001831402 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By RTC3 2020 Irrevocable Family Trust

Disclosed balance after: 0

Underlying: Common Stock · 22 shares

Expires 2025-09-18

F1 · kind: 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.

F1 · price: 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.

F8 · derivative.exercise_date: 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.

F8 · derivative.expiration_date: 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.

F7 · ownership.nature: 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.

Read SEC document
November 05, 2024 Filed Nov 8, 2024 02:55 UTC RYTHM, Inc. AGFY · Entity 2092 SaleWarrants (right to buy) · Derivative 15,385 Not disclosed Strike: $9.75 Not disclosed
Disclosure

SEC source: 0001213900-24-095551 · ownership.xml · derivative · entry 7

Chang Raymond Nobu · CIK 0001831402 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By RTC3 2020 Irrevocable Family Trust

Disclosed balance after: 0

Underlying: Common Stock · 15,385 shares

Expires not disclosed

F1 · kind: 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.

F1 · price: 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.

F8 · derivative.exercise_date: 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.

F8 · derivative.expiration_date: 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.

F7 · ownership.nature: 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.

Read SEC document
November 05, 2024 Filed Nov 8, 2024 02:55 UTC RYTHM, Inc. AGFY · Entity 2092 SalePre-Funded Warrants (right to buy) · Derivative 1,085,123 Not disclosed Strike: $0.00 Not disclosed
Disclosure

SEC source: 0001213900-24-095551 · ownership.xml · derivative · entry 6

Chang Raymond Nobu · CIK 0001831402 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By GIC Acquisition, LLC

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · kind: 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.

F1 · price: 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.

F1 · derivative.exercise_date: 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.

F1 · derivative.expiration_date: 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.

F1 · derivative.underlying_shares: 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.

F6 · ownership.nature: 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.

Read SEC document
November 05, 2024 Filed Nov 8, 2024 02:55 UTC RYTHM, Inc. AGFY · Entity 2092 SalePre-Funded Warrants (right to buy) · Derivative 5,069,162 Not disclosed Strike: $0.00 Not disclosed
Disclosure

SEC source: 0001213900-24-095551 · ownership.xml · derivative · entry 5

Chang Raymond Nobu · CIK 0001831402 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By CP Acquisitions, LLC

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · kind: 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.

F1 · price: 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.

F1 · derivative.exercise_date: 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.

F1 · derivative.expiration_date: 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.

F1 · derivative.underlying_shares: 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.

F5 · ownership.nature: 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.

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November 05, 2024 Filed Nov 8, 2024 02:55 UTC RYTHM, Inc. AGFY · Entity 2092 SaleCommon Stock 38 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-095551 · ownership.xml · nonDerivative · entry 3

Chang Raymond Nobu · CIK 0001831402 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

F1 · kind: 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.

F3 · price: 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.

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November 05, 2024 Filed Nov 8, 2024 02:55 UTC RYTHM, Inc. AGFY · Entity 2092 SaleCommon Stock 105,263 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-095551 · ownership.xml · nonDerivative · entry 2

Chang Raymond Nobu · CIK 0001831402 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · Chinwei Wang

Disclosed balance after: 0

F1 · kind: 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.

F3 · price: 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.

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November 05, 2024 Filed Nov 8, 2024 02:55 UTC RYTHM, Inc. AGFY · Entity 2092 SaleCommon Stock 357,410 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-095551 · ownership.xml · nonDerivative · entry 1

Chang Raymond Nobu · CIK 0001831402 · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By RTC3 2020 Irrevocable Trust

Disclosed balance after: 0

F1 · kind: 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.

F3 · price: 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.

F2 · ownership.nature: 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.

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October 18, 2024 Filed Oct 25, 2024 00:45 UTC RYTHM, Inc. AGFY · Entity 2092 OtherConvertible Note · Derivative 0 $0.00 Strike: $3.95 $0.00
Disclosure

SEC source: 0001213900-24-090499 · ownership.xml · derivative · entry 1

Chang Raymond Nobu · CIK 0001831402 · Director · Chairman and CEO · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By CP Acquisitions, LLC

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires 2025-07-01

F1 · kind: On October 18, 2024, the Issuer and CP Acquisitions entered into an amendment (the "Junior Note Amendment") to that certain junior secured promissory note (the "Junior Note") in favor of CP Acquisitions, LLC ("CP Acquisitions") issued on August 14, 2024, pursuant to which the maximum principal sum of the Junior Note is increased from $1,500,000 to $3,000,000. The conversion price applicable to the Junior Note remains unchanged with an exercise price of $0.001 per share, in each case at a conversion price of $3.9495 (as may be adjusted per the Junior Note). The Junior Note bears interest at a rate of 10% per annum, will mature in full on July 1, 2025, and may be prepaid without any fee or penalty. The Junior Note is secured by the Issuer's assets and ranks junior to existing secured indebtedness of the Issuer. The Junior Note may be converted into common stock of the Company or, at CP's election, pre-funded warrants.

F1 · price: On October 18, 2024, the Issuer and CP Acquisitions entered into an amendment (the "Junior Note Amendment") to that certain junior secured promissory note (the "Junior Note") in favor of CP Acquisitions, LLC ("CP Acquisitions") issued on August 14, 2024, pursuant to which the maximum principal sum of the Junior Note is increased from $1,500,000 to $3,000,000. The conversion price applicable to the Junior Note remains unchanged with an exercise price of $0.001 per share, in each case at a conversion price of $3.9495 (as may be adjusted per the Junior Note). The Junior Note bears interest at a rate of 10% per annum, will mature in full on July 1, 2025, and may be prepaid without any fee or penalty. The Junior Note is secured by the Issuer's assets and ranks junior to existing secured indebtedness of the Issuer. The Junior Note may be converted into common stock of the Company or, at CP's election, pre-funded warrants.

F1 · derivative.exercise_date: On October 18, 2024, the Issuer and CP Acquisitions entered into an amendment (the "Junior Note Amendment") to that certain junior secured promissory note (the "Junior Note") in favor of CP Acquisitions, LLC ("CP Acquisitions") issued on August 14, 2024, pursuant to which the maximum principal sum of the Junior Note is increased from $1,500,000 to $3,000,000. The conversion price applicable to the Junior Note remains unchanged with an exercise price of $0.001 per share, in each case at a conversion price of $3.9495 (as may be adjusted per the Junior Note). The Junior Note bears interest at a rate of 10% per annum, will mature in full on July 1, 2025, and may be prepaid without any fee or penalty. The Junior Note is secured by the Issuer's assets and ranks junior to existing secured indebtedness of the Issuer. The Junior Note may be converted into common stock of the Company or, at CP's election, pre-funded warrants.

F1 · derivative.underlying_shares: On October 18, 2024, the Issuer and CP Acquisitions entered into an amendment (the "Junior Note Amendment") to that certain junior secured promissory note (the "Junior Note") in favor of CP Acquisitions, LLC ("CP Acquisitions") issued on August 14, 2024, pursuant to which the maximum principal sum of the Junior Note is increased from $1,500,000 to $3,000,000. The conversion price applicable to the Junior Note remains unchanged with an exercise price of $0.001 per share, in each case at a conversion price of $3.9495 (as may be adjusted per the Junior Note). The Junior Note bears interest at a rate of 10% per annum, will mature in full on July 1, 2025, and may be prepaid without any fee or penalty. The Junior Note is secured by the Issuer's assets and ranks junior to existing secured indebtedness of the Issuer. The Junior Note may be converted into common stock of the Company or, at CP's election, pre-funded warrants.

F1 · valueOwnedAfter: On October 18, 2024, the Issuer and CP Acquisitions entered into an amendment (the "Junior Note Amendment") to that certain junior secured promissory note (the "Junior Note") in favor of CP Acquisitions, LLC ("CP Acquisitions") issued on August 14, 2024, pursuant to which the maximum principal sum of the Junior Note is increased from $1,500,000 to $3,000,000. The conversion price applicable to the Junior Note remains unchanged with an exercise price of $0.001 per share, in each case at a conversion price of $3.9495 (as may be adjusted per the Junior Note). The Junior Note bears interest at a rate of 10% per annum, will mature in full on July 1, 2025, and may be prepaid without any fee or penalty. The Junior Note is secured by the Issuer's assets and ranks junior to existing secured indebtedness of the Issuer. The Junior Note may be converted into common stock of the Company or, at CP's election, pre-funded warrants.

F2 · ownership.nature: 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.

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August 30, 2024 Filed Sep 5, 2024 01:05 UTC RYTHM, Inc. AGFY · Entity 2092 OtherPre-Funded Warrants (right to buy) · Derivative 4,022,830 $4,022.83 Strike: $0.00 $16,183,161,208.90
Disclosure

SEC source: 0001213900-24-075743 · ownership.xml · derivative · entry 5

Chang Raymond Nobu · CIK 0001831402 · Director · Chairman and CEO · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By CP Acquisitions, LLC

Disclosed balance after: 6,152,642

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · kind: On August 30, 2024, CP Acquisitions, LLC ("CP Acquisitions"), an entity affiliated with and controlled by the Reporting Person, Raymond Chang, the Chairman and Chief Executive Officer of the Issuer and by I-Tseng Jenny Chan, a member of the Issuer's Board of Directors, exercised pre-funded warrants, issued by Agrify Corporation (the "Issuer") and entered into by and between CP Acquisitions and the Issuer, into 5,746,900 shares of common stock of the Issuer. Immediately subsequent to such conversion, 4,022,830 of the shares of common stock entitled to CP Acquisitions were assigned to RTC3 2020 Irrevocable Family Trust ("RTC3").

F1 · derivative.exercise_date: On August 30, 2024, CP Acquisitions, LLC ("CP Acquisitions"), an entity affiliated with and controlled by the Reporting Person, Raymond Chang, the Chairman and Chief Executive Officer of the Issuer and by I-Tseng Jenny Chan, a member of the Issuer's Board of Directors, exercised pre-funded warrants, issued by Agrify Corporation (the "Issuer") and entered into by and between CP Acquisitions and the Issuer, into 5,746,900 shares of common stock of the Issuer. Immediately subsequent to such conversion, 4,022,830 of the shares of common stock entitled to CP Acquisitions were assigned to RTC3 2020 Irrevocable Family Trust ("RTC3").

F1 · derivative.expiration_date: On August 30, 2024, CP Acquisitions, LLC ("CP Acquisitions"), an entity affiliated with and controlled by the Reporting Person, Raymond Chang, the Chairman and Chief Executive Officer of the Issuer and by I-Tseng Jenny Chan, a member of the Issuer's Board of Directors, exercised pre-funded warrants, issued by Agrify Corporation (the "Issuer") and entered into by and between CP Acquisitions and the Issuer, into 5,746,900 shares of common stock of the Issuer. Immediately subsequent to such conversion, 4,022,830 of the shares of common stock entitled to CP Acquisitions were assigned to RTC3 2020 Irrevocable Family Trust ("RTC3").

F1 · derivative.underlying_shares: On August 30, 2024, CP Acquisitions, LLC ("CP Acquisitions"), an entity affiliated with and controlled by the Reporting Person, Raymond Chang, the Chairman and Chief Executive Officer of the Issuer and by I-Tseng Jenny Chan, a member of the Issuer's Board of Directors, exercised pre-funded warrants, issued by Agrify Corporation (the "Issuer") and entered into by and between CP Acquisitions and the Issuer, into 5,746,900 shares of common stock of the Issuer. Immediately subsequent to such conversion, 4,022,830 of the shares of common stock entitled to CP Acquisitions were assigned to RTC3 2020 Irrevocable Family Trust ("RTC3").

F1 · balance_after: On August 30, 2024, CP Acquisitions, LLC ("CP Acquisitions"), an entity affiliated with and controlled by the Reporting Person, Raymond Chang, the Chairman and Chief Executive Officer of the Issuer and by I-Tseng Jenny Chan, a member of the Issuer's Board of Directors, exercised pre-funded warrants, issued by Agrify Corporation (the "Issuer") and entered into by and between CP Acquisitions and the Issuer, into 5,746,900 shares of common stock of the Issuer. Immediately subsequent to such conversion, 4,022,830 of the shares of common stock entitled to CP Acquisitions were assigned to RTC3 2020 Irrevocable Family Trust ("RTC3").

F4 · ownership.nature: 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.

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August 30, 2024 Filed Sep 5, 2024 01:05 UTC RYTHM, Inc. AGFY · Entity 2092 ConversionCommon Stock 4,022,830 $0.00 $4,022.83
Disclosure

SEC source: 0001213900-24-075743 · ownership.xml · nonDerivative · entry 1

Chang Raymond Nobu · CIK 0001831402 · Director · Chairman and CEO · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By RTC3 2020 Irrevocable Trust

Disclosed balance after: 5,739,881

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: On August 30, 2024, CP Acquisitions, LLC ("CP Acquisitions"), an entity affiliated with and controlled by the Reporting Person, Raymond Chang, the Chairman and Chief Executive Officer of the Issuer and by I-Tseng Jenny Chan, a member of the Issuer's Board of Directors, exercised pre-funded warrants, issued by Agrify Corporation (the "Issuer") and entered into by and between CP Acquisitions and the Issuer, into 5,746,900 shares of common stock of the Issuer. Immediately subsequent to such conversion, 4,022,830 of the shares of common stock entitled to CP Acquisitions were assigned to RTC3 2020 Irrevocable Family Trust ("RTC3").

F2 · ownership.nature: 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.

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August 14, 2024 Filed Aug 16, 2024 20:16 UTC RYTHM, Inc. AGFY · Entity 2092 OtherConvertible Note · Derivative 0 $0.00 Strike: $0.26 $0.00
Disclosure

SEC source: 0001213900-24-070254 · ownership.xml · derivative · entry 1

Chang Raymond Nobu · CIK 0001831402 · Director · Chairman and CEO · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By CP Acquisitions, LLC

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires 2025-07-01

F1 · kind: On August 14, 2024, the Issuer issued a junior secured promissory note (the "Junior Note") in favor of CP Acquisitions, LLC ("CP Acquisitions"). Pursuant to the New Junior Note, CP Acquisitions will lend up to $1,500,000 to the Issuer. The New Junior Note bears interest at a rate of 10% per annum, will mature in full on July 1, 2025, and may be prepaid without any fee or penalty. The New Junior Note is secured by the Issuer's assets and ranks junior to existing secured indebtedness of the Issuer. The New Junior Note may be converted into common stock of the Issuer or, at CP Acquisitions's election, pre-funded warrants with an exercise price of $0.001 per share (the "Pre-Funded Warrants"), in each case at a conversion price of $0.2633, and the exercise of such Pre-Funded Warrants is subject to a 49.99% beneficial ownership limitation.

F1 · price: On August 14, 2024, the Issuer issued a junior secured promissory note (the "Junior Note") in favor of CP Acquisitions, LLC ("CP Acquisitions"). Pursuant to the New Junior Note, CP Acquisitions will lend up to $1,500,000 to the Issuer. The New Junior Note bears interest at a rate of 10% per annum, will mature in full on July 1, 2025, and may be prepaid without any fee or penalty. The New Junior Note is secured by the Issuer's assets and ranks junior to existing secured indebtedness of the Issuer. The New Junior Note may be converted into common stock of the Issuer or, at CP Acquisitions's election, pre-funded warrants with an exercise price of $0.001 per share (the "Pre-Funded Warrants"), in each case at a conversion price of $0.2633, and the exercise of such Pre-Funded Warrants is subject to a 49.99% beneficial ownership limitation.

F1 · derivative.exercise_date: On August 14, 2024, the Issuer issued a junior secured promissory note (the "Junior Note") in favor of CP Acquisitions, LLC ("CP Acquisitions"). Pursuant to the New Junior Note, CP Acquisitions will lend up to $1,500,000 to the Issuer. The New Junior Note bears interest at a rate of 10% per annum, will mature in full on July 1, 2025, and may be prepaid without any fee or penalty. The New Junior Note is secured by the Issuer's assets and ranks junior to existing secured indebtedness of the Issuer. The New Junior Note may be converted into common stock of the Issuer or, at CP Acquisitions's election, pre-funded warrants with an exercise price of $0.001 per share (the "Pre-Funded Warrants"), in each case at a conversion price of $0.2633, and the exercise of such Pre-Funded Warrants is subject to a 49.99% beneficial ownership limitation.

F1 · derivative.underlying_shares: On August 14, 2024, the Issuer issued a junior secured promissory note (the "Junior Note") in favor of CP Acquisitions, LLC ("CP Acquisitions"). Pursuant to the New Junior Note, CP Acquisitions will lend up to $1,500,000 to the Issuer. The New Junior Note bears interest at a rate of 10% per annum, will mature in full on July 1, 2025, and may be prepaid without any fee or penalty. The New Junior Note is secured by the Issuer's assets and ranks junior to existing secured indebtedness of the Issuer. The New Junior Note may be converted into common stock of the Issuer or, at CP Acquisitions's election, pre-funded warrants with an exercise price of $0.001 per share (the "Pre-Funded Warrants"), in each case at a conversion price of $0.2633, and the exercise of such Pre-Funded Warrants is subject to a 49.99% beneficial ownership limitation.

F1 · valueOwnedAfter: On August 14, 2024, the Issuer issued a junior secured promissory note (the "Junior Note") in favor of CP Acquisitions, LLC ("CP Acquisitions"). Pursuant to the New Junior Note, CP Acquisitions will lend up to $1,500,000 to the Issuer. The New Junior Note bears interest at a rate of 10% per annum, will mature in full on July 1, 2025, and may be prepaid without any fee or penalty. The New Junior Note is secured by the Issuer's assets and ranks junior to existing secured indebtedness of the Issuer. The New Junior Note may be converted into common stock of the Issuer or, at CP Acquisitions's election, pre-funded warrants with an exercise price of $0.001 per share (the "Pre-Funded Warrants"), in each case at a conversion price of $0.2633, and the exercise of such Pre-Funded Warrants is subject to a 49.99% beneficial ownership limitation.

F2 · ownership.nature: 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.

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May 21, 2024 Filed May 23, 2024 23:36 UTC RYTHM, Inc. AGFY · Entity 2092 ConversionPre-Funded Warrants (right to buy) · Derivative 7,383,053 $0.00 Strike: $0.00 $0.00
Disclosure

SEC source: 0001213900-24-046368 · ownership.xml · derivative · entry 3

Chang Raymond Nobu · CIK 0001831402 · Director · Chairman and CEO · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By GIC Acquisition LLC

Disclosed balance after: 7,383,053

Underlying: Common Stock · 7,383,053 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · derivative.exercise_date: On May 21, 2024, the Issuer and GIC Acquisition LLC ("GIC Acquisition") entered into that certain Third Amended and Restated Junior Secured Convertible Promissory Note (the "Restated Junior Note") to increase the aggregate principal amount to approximately $2.29 million, extend the maturity date to December 31, 2025, and provide that such Note may be converted into common stock of the Issuer or, at GIC Acquisition's election, Pre-Funded Warrants, in each case at a conversion price of $0.31. Immediately following the execution of the Restated Junior Note, GIC Acquisition elected to convert all of the outstanding principal and accrued but unpaid interest under the Restated Junior Note into a Pre-Funded Warrant exercisable at issuance for up to 7,383,053 shares of common stock, subject to a 49.99% beneficial ownership limitation. The terms of the Pre-Funded Warrants are the same as the terms of the Pre-Funded Warrants held by CP Acquisitions, including the Adjustment Provision.

F4 · derivative.expiration_date: On May 21, 2024, the Issuer and GIC Acquisition LLC ("GIC Acquisition") entered into that certain Third Amended and Restated Junior Secured Convertible Promissory Note (the "Restated Junior Note") to increase the aggregate principal amount to approximately $2.29 million, extend the maturity date to December 31, 2025, and provide that such Note may be converted into common stock of the Issuer or, at GIC Acquisition's election, Pre-Funded Warrants, in each case at a conversion price of $0.31. Immediately following the execution of the Restated Junior Note, GIC Acquisition elected to convert all of the outstanding principal and accrued but unpaid interest under the Restated Junior Note into a Pre-Funded Warrant exercisable at issuance for up to 7,383,053 shares of common stock, subject to a 49.99% beneficial ownership limitation. The terms of the Pre-Funded Warrants are the same as the terms of the Pre-Funded Warrants held by CP Acquisitions, including the Adjustment Provision.

F4 · balance_after: On May 21, 2024, the Issuer and GIC Acquisition LLC ("GIC Acquisition") entered into that certain Third Amended and Restated Junior Secured Convertible Promissory Note (the "Restated Junior Note") to increase the aggregate principal amount to approximately $2.29 million, extend the maturity date to December 31, 2025, and provide that such Note may be converted into common stock of the Issuer or, at GIC Acquisition's election, Pre-Funded Warrants, in each case at a conversion price of $0.31. Immediately following the execution of the Restated Junior Note, GIC Acquisition elected to convert all of the outstanding principal and accrued but unpaid interest under the Restated Junior Note into a Pre-Funded Warrant exercisable at issuance for up to 7,383,053 shares of common stock, subject to a 49.99% beneficial ownership limitation. The terms of the Pre-Funded Warrants are the same as the terms of the Pre-Funded Warrants held by CP Acquisitions, including the Adjustment Provision.

F5 · ownership.nature: GIC Acquisition 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.

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May 21, 2024 Filed May 23, 2024 23:36 UTC RYTHM, Inc. AGFY · Entity 2092 ConversionPre-Funded Warrants (right to buy) · Derivative 7,876,712 $0.00 Strike: $0.00 $0.00
Disclosure

SEC source: 0001213900-24-046368 · ownership.xml · derivative · entry 2

Chang Raymond Nobu · CIK 0001831402 · Director · Chairman and CEO · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By CP Acquisitions, LLC

Disclosed balance after: 7,876,712

Underlying: Common Stock · 7,876,712 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_date: 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.

F2 · derivative.expiration_date: 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.

F2 · balance_after: 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 · ownership.nature: 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.

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May 21, 2024 Filed May 23, 2024 23:36 UTC RYTHM, Inc. AGFY · Entity 2092 ConversionConvertible Note · Derivative 0 $0.00 Strike: $1.46 $0.00
Disclosure

SEC source: 0001213900-24-046368 · ownership.xml · derivative · entry 1

Chang Raymond Nobu · CIK 0001831402 · Director · Chairman and CEO · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By CP Acquisitions, LLC

Disclosed balance after: 2,397,260

Underlying: Common Stock · Not disclosed shares

Expires 2025-12-31

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_date: 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.

F1 · derivative.underlying_shares: 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.

F1 · balance_after: 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.

F3 · ownership.nature: 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.

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April 24, 2024 Filed Apr 26, 2024 20:01 UTC RYTHM, Inc. AGFY · Entity 2092 GrantRestricted Stock Unit · Derivative 32,766 $0.00 $0.00
Disclosure

SEC source: 0001213900-24-036616 · ownership.xml · derivative · entry 2

Chang Raymond Nobu · CIK 0001831402 · Director · Chairman and CEO · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Raymond Chang Jr.

Disclosed balance after: 32,766

Underlying: Common Stock · 32,766 shares

Expires not disclosed

F1 · security: Grant of restricted stock units under the Agrify Corporation 2022 Omnibus Equity Incentive Plan (the "Plan"). The restricted stock units were granted in lieu of cash compensation that would otherwise be owed to the reporting person.

F2 · derivative.exercise_price: Each restricted stock unit represents the right to receive, at settlement, one share of common stock of the issuer.

F3 · derivative.exercise_date: 100% of the restricted stock unit will vest on April 24, 2025, subject to obtaining shareholder approval for an increase in shares available under the Plan sufficient to grant the units, and subject to the reporting person's continuous service through such vesting date.

F3 · derivative.expiration_date: 100% of the restricted stock unit will vest on April 24, 2025, subject to obtaining shareholder approval for an increase in shares available under the Plan sufficient to grant the units, and subject to the reporting person's continuous service through such vesting date.

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April 24, 2024 Filed Apr 26, 2024 20:01 UTC RYTHM, Inc. AGFY · Entity 2092 GrantRestricted Stock Unit · Derivative 119,623 $0.00 $0.00
Disclosure

SEC source: 0001213900-24-036616 · ownership.xml · derivative · entry 1

Chang Raymond Nobu · CIK 0001831402 · Director · Chairman and CEO · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 119,623

Underlying: Common Stock · 119,623 shares

Expires not disclosed

F1 · security: Grant of restricted stock units under the Agrify Corporation 2022 Omnibus Equity Incentive Plan (the "Plan"). The restricted stock units were granted in lieu of cash compensation that would otherwise be owed to the reporting person.

F2 · derivative.exercise_price: Each restricted stock unit represents the right to receive, at settlement, one share of common stock of the issuer.

F3 · derivative.exercise_date: 100% of the restricted stock unit will vest on April 24, 2025, subject to obtaining shareholder approval for an increase in shares available under the Plan sufficient to grant the units, and subject to the reporting person's continuous service through such vesting date.

F3 · derivative.expiration_date: 100% of the restricted stock unit will vest on April 24, 2025, subject to obtaining shareholder approval for an increase in shares available under the Plan sufficient to grant the units, and subject to the reporting person's continuous service through such vesting date.

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February 28, 2024 Filed Mar 1, 2024 21:30 UTC RYTHM, Inc. AGFY · Entity 2092 PurchaseCommon Stock 1,842,104 $0.38 $699,999.52
Disclosure

SEC source: 0001213900-24-019035 · ownership.xml · nonDerivative · entry 1

Chang Raymond Nobu · CIK 0001831402 · Director · CEO and Chairman · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By RTC3 2020 Irrevocable Family Trust

Disclosed balance after: 3,295,998

F1 · shares: (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.

F2 · price: 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.

F3 · ownership.nature: 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.

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February 28, 2024 Filed Mar 30, 2024 00:02 UTC Amendment RYTHM, Inc. AGFY · Entity 2092 PurchaseCommon Stock 1,578,947 $0.38 $599,999.86
Disclosure

SEC source: 0001213900-24-028125 · ownership.xml · nonDerivative · entry 2

Chang Raymond Nobu · CIK 0001831402 · Director · CEO and Chairman · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · Chinwei Wang

Disclosed balance after: 1,578,947

F1 · shares: (i) 263,157 shares of common stock were purchased directly by RTC3 2020 Irrevocable Trust using trust assets and (ii) 1,578,947 shares of common stock were purchased by Chinwei Wang, the reporting person's spouse, and may be subsequently transferred to RTC3 2020 Irrevocable Family Trust for estate planning purposes.

F2 · price: 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.

F3 · ownership.nature: 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.

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February 28, 2024 Filed Mar 30, 2024 00:02 UTC Amendment RYTHM, Inc. AGFY · Entity 2092 PurchaseCommon Stock 263,157 $0.38 $99,999.66
Disclosure

SEC source: 0001213900-24-028125 · ownership.xml · nonDerivative · entry 1

Chang Raymond Nobu · CIK 0001831402 · Director · CEO and Chairman · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By RTC3 2020 Irrevocable Family Trust

Disclosed balance after: 1,717,051

F1 · shares: (i) 263,157 shares of common stock were purchased directly by RTC3 2020 Irrevocable Trust using trust assets and (ii) 1,578,947 shares of common stock were purchased by Chinwei Wang, the reporting person's spouse, and may be subsequently transferred to RTC3 2020 Irrevocable Family Trust for estate planning purposes.

F2 · price: 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.

F3 · ownership.nature: 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.

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January 25, 2024 Filed Jan 29, 2024 21:31 UTC RYTHM, Inc. AGFY · Entity 2092 ConversionConvertible Note · Derivative 2,671,633 $0.00 Strike: $1.46 $0.00
Disclosure

SEC source: 0001213900-24-007416 · ownership.xml · derivative · entry 4

Chang Raymond Nobu · CIK 0001831402 · Director · CEO and Chairman · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By CP Acquisitions, LLC

Disclosed balance after: 10,273,973

Underlying: Common Stock · 2,671,633 shares

Expires 2025-12-31

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_price: Immediately upon its execution, the outstanding principal amount of the Note was $18,900,583.71, and after the consummation of the conversion transaction described in Item #1 above the outstanding principal of the Note is $15,000,000.00. The Note is convertible as of the transaction date, subject to a 49.99% beneficial ownership limitation, into shares of common stock of the Issuer at a current conversion price of $1.46 per share, as may be adjusted per the Note from time to time; provided that CP Acquisitions may assign its right to receive shares of common stock upon conversion to the reporting person and/or Ms. I-Tseng Jenny Chan, a member of the Board of Directors of the Issuer, in which case the 49.99% beneficial ownership limitation will apply to each of them individually.

F3 · kind: Immediately upon its execution, the outstanding principal amount of the Note was $18,900,583.71, and after the consummation of the conversion transaction described in Item #1 above the outstanding principal of the Note is $15,000,000.00. The Note is convertible as of the transaction date, subject to a 49.99% beneficial ownership limitation, into shares of common stock of the Issuer at a current conversion price of $1.46 per share, as may be adjusted per the Note from time to time; provided that CP Acquisitions may assign its right to receive shares of common stock upon conversion to the reporting person and/or Ms. I-Tseng Jenny Chan, a member of the Board of Directors of the Issuer, in which case the 49.99% beneficial ownership limitation will apply to each of them individually.

F3 · shares: Immediately upon its execution, the outstanding principal amount of the Note was $18,900,583.71, and after the consummation of the conversion transaction described in Item #1 above the outstanding principal of the Note is $15,000,000.00. The Note is convertible as of the transaction date, subject to a 49.99% beneficial ownership limitation, into shares of common stock of the Issuer at a current conversion price of $1.46 per share, as may be adjusted per the Note from time to time; provided that CP Acquisitions may assign its right to receive shares of common stock upon conversion to the reporting person and/or Ms. I-Tseng Jenny Chan, a member of the Board of Directors of the Issuer, in which case the 49.99% beneficial ownership limitation will apply to each of them individually.

F3 · derivative.exercise_date: Immediately upon its execution, the outstanding principal amount of the Note was $18,900,583.71, and after the consummation of the conversion transaction described in Item #1 above the outstanding principal of the Note is $15,000,000.00. The Note is convertible as of the transaction date, subject to a 49.99% beneficial ownership limitation, into shares of common stock of the Issuer at a current conversion price of $1.46 per share, as may be adjusted per the Note from time to time; provided that CP Acquisitions may assign its right to receive shares of common stock upon conversion to the reporting person and/or Ms. I-Tseng Jenny Chan, a member of the Board of Directors of the Issuer, in which case the 49.99% beneficial ownership limitation will apply to each of them individually.

F3 · derivative.underlying_shares: Immediately upon its execution, the outstanding principal amount of the Note was $18,900,583.71, and after the consummation of the conversion transaction described in Item #1 above the outstanding principal of the Note is $15,000,000.00. The Note is convertible as of the transaction date, subject to a 49.99% beneficial ownership limitation, into shares of common stock of the Issuer at a current conversion price of $1.46 per share, as may be adjusted per the Note from time to time; provided that CP Acquisitions may assign its right to receive shares of common stock upon conversion to the reporting person and/or Ms. I-Tseng Jenny Chan, a member of the Board of Directors of the Issuer, in which case the 49.99% beneficial ownership limitation will apply to each of them individually.

F3 · balance_after: Immediately upon its execution, the outstanding principal amount of the Note was $18,900,583.71, and after the consummation of the conversion transaction described in Item #1 above the outstanding principal of the Note is $15,000,000.00. The Note is convertible as of the transaction date, subject to a 49.99% beneficial ownership limitation, into shares of common stock of the Issuer at a current conversion price of $1.46 per share, as may be adjusted per the Note from time to time; provided that CP Acquisitions may assign its right to receive shares of common stock upon conversion to the reporting person and/or Ms. I-Tseng Jenny Chan, a member of the Board of Directors of the Issuer, in which case the 49.99% beneficial ownership limitation will apply to each of them individually.

F4 · ownership.nature: 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.

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January 25, 2024 Filed Jan 29, 2024 21:31 UTC RYTHM, Inc. AGFY · Entity 2092 ConversionCommon Stock 1,335,817 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-24-007416 · ownership.xml · nonDerivative · entry 1

Chang Raymond Nobu · CIK 0001831402 · Director · CEO and Chairman · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By RTC3 2020 Irrevocable Family Trust

Disclosed balance after: 1,453,894

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: On January 25, 2024, CP Acquisitions, LLC ("CP Acquisitions") converted $3,900,583.71 of the principal amount and accrued but unpaid interest of that certain Senior Secured Amended, Restated and Consolidated Convertible Note due 2025 (the "Note"), issued by Agrify Corporation (the "Issuer") and entered into by and between CP Acquisitions and the Issuer as of January 25, 2024, into 2,671,633 shares of common stock of the Issuer. Immediately subsequent to such conversion, 1,335,817 of the shares of common stock entitled to CP Acquisitions were assigned to RTC3 2020 Irrevocable Family Trust.

F2 · ownership.nature: 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.

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November 28, 2023 Filed Nov 30, 2023 21:30 UTC RYTHM, Inc. AGFY · Entity 2092 GrantRestricted Stock Unit · Derivative 72,373 $0.00 $0.00
Disclosure

SEC source: 0001213900-23-091494 · ownership.xml · derivative · entry 2

Chang Raymond Nobu · CIK 0001831402 · Director · Chairman and CEO · 10% owner

10b5-1 filing: No plan indicated

Ownership: Indirect · By Raymond Chang, Jr.

Disclosed balance after: 72,373

Underlying: Common Stock · 72,373 shares

Expires not disclosed

F1 · security: Grant of restricted stock units under the Agrify Corporation 2022 Omnibus Equity Incentive Plan (the "Plan").

F2 · derivative.exercise_price: Each restricted stock unit represents the right to receive, at settlement, one share of common stock of the issuer.

F3 · derivative.exercise_date: 100% of the restricted stock units will vest on November 28, 2024, subject to obtaining shareholder approval for an increase in shares available under the Plan sufficient to grant the units, and subject to the reporting person's continuous service through such vesting date.

F3 · derivative.expiration_date: 100% of the restricted stock units will vest on November 28, 2024, subject to obtaining shareholder approval for an increase in shares available under the Plan sufficient to grant the units, and subject to the reporting person's continuous service through such vesting date.

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November 28, 2023 Filed Nov 30, 2023 21:30 UTC RYTHM, Inc. AGFY · Entity 2092 GrantRestricted Stock Unit · Derivative 217,120 $0.00 $0.00
Disclosure

SEC source: 0001213900-23-091494 · ownership.xml · derivative · entry 1

Chang Raymond Nobu · CIK 0001831402 · Director · Chairman and CEO · 10% owner

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 217,120

Underlying: Common Stock · 217,120 shares

Expires not disclosed

F1 · security: Grant of restricted stock units under the Agrify Corporation 2022 Omnibus Equity Incentive Plan (the "Plan").

F2 · derivative.exercise_price: Each restricted stock unit represents the right to receive, at settlement, one share of common stock of the issuer.

F3 · derivative.exercise_date: 100% of the restricted stock units will vest on November 28, 2024, subject to obtaining shareholder approval for an increase in shares available under the Plan sufficient to grant the units, and subject to the reporting person's continuous service through such vesting date.

F3 · derivative.expiration_date: 100% of the restricted stock units will vest on November 28, 2024, subject to obtaining shareholder approval for an increase in shares available under the Plan sufficient to grant the units, and subject to the reporting person's continuous service through such vesting date.

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October 27, 2023 Filed Oct 31, 2023 21:17 UTC RYTHM, Inc. AGFY · Entity 2092 PurchaseConvertible Note · Derivative 0 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-23-081870 · ownership.xml · derivative · entry 1

Chang Raymond Nobu · CIK 0001831402 · Director · CEO and Chairman

10b5-1 filing: No plan indicated

Ownership: Indirect · By CP Acquisitions, LLC

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires 2025-09-19

F1 · derivative.exercise_price: 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.

F1 · shares: 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.

F1 · price: 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.

F1 · derivative.exercise_date: 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.

F1 · derivative.underlying_shares: 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.

F1 · balance_after: 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.

F2 · ownership.nature: 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.

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December 20, 2022 Filed Dec 21, 2022 21:30 UTC RYTHM, Inc. AGFY · Entity 2092 PurchaseWarrants (right to buy) · Derivative 4,615,384 Not disclosed Strike: $0.65 Not disclosed
Disclosure

SEC source: 0001213900-22-081793 · ownership.xml · derivative · entry 4

Chang Raymond Nobu · CIK 0001831402 · Director · CEO and Chairman

10b5-1 filing: Not disclosed

Ownership: Indirect · By RTC3 2020 Irrevocable Family Trust

Disclosed balance after: 4,615,384

Underlying: Common Stock · 4,615,384 shares

Expires not disclosed

F1 · price: The reported securities were purchased by the reporting person for a combined purchase price of $0.65 per share of common stock and two warrants in connection with the issuer's underwritten public offering that closed on December 20, 2022.

F4 · derivative.exercise_date: 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 $0.65.

F4 · derivative.expiration_date: 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 $0.65.

F2 · ownership.nature: 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.

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December 20, 2022 Filed Dec 21, 2022 21:30 UTC RYTHM, Inc. AGFY · Entity 2092 PurchaseCommon Stock 2,307,692 $0.65 $1,499,999.80
Disclosure

SEC source: 0001213900-22-081793 · ownership.xml · nonDerivative · entry 1

Chang Raymond Nobu · CIK 0001831402 · Director · CEO and Chairman

10b5-1 filing: Not disclosed

Ownership: Indirect · By RTC3 2020 Irrevocable Family Trust

Disclosed balance after: 2,361,538

F1 · price: The reported securities were purchased by the reporting person for a combined purchase price of $0.65 per share of common stock and two warrants in connection with the issuer's underwritten public offering that closed on December 20, 2022.

F2 · ownership.nature: 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.

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August 08, 2022 Filed Aug 10, 2022 20:30 UTC RYTHM, Inc. AGFY · Entity 2092 GrantRestricted Stock Unit · Derivative 300,000 $0.00 $0.00
Disclosure

SEC source: 0001213900-22-046369 · ownership.xml · derivative · entry 1

Chang Raymond Nobu · CIK 0001831402 · Director · CEO and Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 300,000

Underlying: Common Stock · 300,000 shares

Expires not disclosed

F1 · security: Grant of restricted stock units under to the Agrify Corporation 2022 Omnibus Equity Incentive Plan.

F2 · derivative.exercise_price: Each restricted stock unit represents the right to receive, at settlement, one share of common stock of the issuer.

F3 · derivative.exercise_date: The restricted stock units will vest in three equal installments on August 8, 2023, August 8, 2024 and August 8, 2025, subject to the reporting person's continuous service through each applicable vesting date.

F3 · derivative.expiration_date: The restricted stock units will vest in three equal installments on August 8, 2023, August 8, 2024 and August 8, 2025, subject to the reporting person's continuous service through each applicable vesting date.

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May 20, 2022 Filed May 23, 2022 22:04 UTC RYTHM, Inc. AGFY · Entity 2092 PurchaseCommon Stock 5,000 $2.50 $12,500.00
Disclosure

SEC source: 0001213900-22-029073 · ownership.xml · nonDerivative · entry 1

Chang Raymond Nobu · CIK 0001831402 · Director · CEO and Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,000

F1 · price: Price represents the weighted average purchase price of the shares acquired ranging from $2.49 to $2.50 per share. Upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, the reporting person will provide full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

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May 16, 2022 Filed May 18, 2022 01:02 UTC RYTHM, Inc. AGFY · Entity 2092 PurchaseCommon Stock 10,000 $2.61 $26,100.00
Disclosure

SEC source: 0001213900-22-027785 · ownership.xml · nonDerivative · entry 1

Chang Raymond Nobu · CIK 0001831402 · Director · CEO and Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,000

F1 · price: Price represents the weighted average purchase price of the shares acquired ranging from $2.60 to $2.62 per share. Upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, the reporting person will provide full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

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May 13, 2022 Filed May 18, 2022 01:02 UTC RYTHM, Inc. AGFY · Entity 2092 PurchaseCommon Stock 34,600 $2.63 $90,984.16
Disclosure

SEC source: 0001213900-22-027785 · ownership.xml · nonDerivative · entry 2

Chang Raymond Nobu · CIK 0001831402 · Director · CEO and Chairman

10b5-1 filing: Not disclosed

Ownership: Indirect · By RTC3 2020 Irrevocable Family Trust

Disclosed balance after: 538,454

F2 · price: Price represents the weighted average purchase price of the shares acquired ranging from $2.35 to $2.77 per share. Upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, the reporting person will provide full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

F3 · ownership.nature: Held by RTC3 2020 Irrevocable Family Trust, of which Mr. Chang retains the authority to remove the independent trustee. Mr. Chang 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.

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January 28, 2022 Filed Feb 3, 2022 01:48 UTC RYTHM, Inc. AGFY · Entity 2092 PurchaseWarrants (right to buy) · Derivative 27,174 Not disclosed Strike: $7.48 Not disclosed
Disclosure

SEC source: 0001213900-22-005123 · ownership.xml · derivative · entry 2

Chang Raymond Nobu · CIK 0001831402 · Director · CEO and Chairman

10b5-1 filing: Not disclosed

Ownership: Indirect · By RTC3 2020 Irrevocable Family Trust

Disclosed balance after: 27,174

Underlying: Common Stock · 27,174 shares

Expires 2027-07-28

F1 · price: The reported securities were purchased by the Reporting Person for a combined purchase price of $6.90 per share of common stock and fraction of a warrant in connection with the Issuer's private placement that closed on January 28, 2022. Each warrant will be exercisable during the period commencing on July 28, 2022 and ending on July 28, 2027 at an exercise price of $7.48.

F2 · ownership.nature: Held by RTC3 2020 Irrevocable Family Trust, of which Mr. Chang retains the authority to remove the independent trustee. Mr. Chang 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.

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January 28, 2022 Filed Feb 3, 2022 01:48 UTC RYTHM, Inc. AGFY · Entity 2092 PurchaseCommon Stock 36,232 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-22-005123 · ownership.xml · nonDerivative · entry 1

Chang Raymond Nobu · CIK 0001831402 · Director · CEO and Chairman

10b5-1 filing: Not disclosed

Ownership: Indirect · By RTC3 2020 Irrevocable Family Trust

Disclosed balance after: 503,854

F1 · price: The reported securities were purchased by the Reporting Person for a combined purchase price of $6.90 per share of common stock and fraction of a warrant in connection with the Issuer's private placement that closed on January 28, 2022. Each warrant will be exercisable during the period commencing on July 28, 2022 and ending on July 28, 2027 at an exercise price of $7.48.

F2 · ownership.nature: Held by RTC3 2020 Irrevocable Family Trust, of which Mr. Chang retains the authority to remove the independent trustee. Mr. Chang 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.

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January 28, 2022 Filed Feb 5, 2022 00:00 UTC Amendment RYTHM, Inc. AGFY · Entity 2092 GrantWarrants (right to buy) · Derivative 27,174 Not disclosed Strike: $7.48 Not disclosed
Disclosure

SEC source: 0001213900-22-005565 · ownership.xml · derivative · entry 2

Chang Raymond Nobu · CIK 0001831402 · Director · CEO and Chairman

10b5-1 filing: Not disclosed

Ownership: Indirect · By RTC3 2020 Irrevocable Family Trust

Disclosed balance after: 27,174

Underlying: Common Stock · 27,174 shares

Expires 2027-07-27

F1 · price: The reported securities were purchased by the Reporting Person for a combined purchase price of $6.90 per share of common stock and fraction of a warrant in connection with the Issuer's private placement that closed on January 28, 2022. Each warrant will be exercisable during the period commencing on July 28, 2022 and ending on July 28, 2027 at an exercise price of $7.48.

F2 · ownership.nature: Held by RTC3 2020 Irrevocable Family Trust, of which Mr. Chang retains the authority to remove the independent trustee. Mr. Chang 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.

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January 28, 2022 Filed Feb 5, 2022 00:00 UTC Amendment RYTHM, Inc. AGFY · Entity 2092 GrantCommon Stock 36,232 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-22-005565 · ownership.xml · nonDerivative · entry 1

Chang Raymond Nobu · CIK 0001831402 · Director · CEO and Chairman

10b5-1 filing: Not disclosed

Ownership: Indirect · By RTC3 2020 Irrevocable Family Trust

Disclosed balance after: 503,854

F1 · price: The reported securities were purchased by the Reporting Person for a combined purchase price of $6.90 per share of common stock and fraction of a warrant in connection with the Issuer's private placement that closed on January 28, 2022. Each warrant will be exercisable during the period commencing on July 28, 2022 and ending on July 28, 2027 at an exercise price of $7.48.

F2 · ownership.nature: Held by RTC3 2020 Irrevocable Family Trust, of which Mr. Chang retains the authority to remove the independent trustee. Mr. Chang 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.

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August 26, 2021 Filed Aug 30, 2021 21:10 UTC RYTHM, Inc. AGFY · Entity 2092 SaleCommon Stock 42,899 $30.52 $1,309,328.96
Disclosure

SEC source: 0001213900-21-045661 · ownership.xml · nonDerivative · entry 1

Chang Raymond Nobu · CIK 0001831402 · Director · CEO & Chairman of the Board

10b5-1 filing: Not disclosed

Ownership: Indirect · By RTC3 2020 Irrevocable Family Trust

Disclosed balance after: 467,622

F1 · price: Price represents the weighted average sale price of the shares sold ranging from $30.50 to $30.60 per share. Upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.nature: Held by RTC3 2020 Irrevocable Family Trust, of which Mr. Chang retains the authority to remove the independent trustee. Mr. Chang 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.

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August 25, 2021 Filed Aug 26, 2021 21:12 UTC RYTHM, Inc. AGFY · Entity 2092 SaleCommon Stock 22,725 $30.68 $697,300.72
Disclosure

SEC source: 0001213900-21-045097 · ownership.xml · nonDerivative · entry 2

Chang Raymond Nobu · CIK 0001831402 · Director · CEO & Chairman of the Board

10b5-1 filing: Not disclosed

Ownership: Indirect · By RTC3 2020 Irrevocable Family Trust

Disclosed balance after: 510,521

F3 · price: Price represents the weighted average sale price of the shares sold ranging from $30.50 to $31.43 per share. Upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.nature: Held by RTC3 2020 Irrevocable Family Trust, of which Mr. Chang retains the authority to remove the independent trustee. Mr. Chang 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.

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August 24, 2021 Filed Aug 26, 2021 21:12 UTC RYTHM, Inc. AGFY · Entity 2092 SaleCommon Stock 1,700 $31.04 $52,759.84
Disclosure

SEC source: 0001213900-21-045097 · ownership.xml · nonDerivative · entry 1

Chang Raymond Nobu · CIK 0001831402 · Director · CEO & Chairman of the Board

10b5-1 filing: Not disclosed

Ownership: Indirect · By RTC3 2020 Irrevocable Family Trust

Disclosed balance after: 533,246

F1 · price: Price represents the weighted average sale price of the shares sold ranging from $31.00 to $31.07 per share. Upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, the reporting person will provide full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.nature: Held by RTC3 2020 Irrevocable Family Trust, of which Mr. Chang retains the authority to remove the independent trustee. Mr. Chang 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.

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February 18, 2021 Filed Mar 23, 2021 22:20 UTC RYTHM, Inc. AGFY · Entity 2092 OtherWarrants (Right to Buy) · Derivative 63,219 $0.02 Strike: $0.02 $1,264.38
Disclosure

SEC source: 0001213900-21-017337 · ownership.xml · derivative · entry 2

Chang Raymond Nobu · CIK 0001831402 · Director · CEO & Chairman of the Board

10b5-1 filing: Not disclosed

Ownership: Indirect · By RTC3 2020 Irrevocable Family Trust

Disclosed balance after: 63,219

Underlying: Common Stock · 63,219 shares

Expires 2025-09-18

F1 · ownership.nature: Consists of 63,219 shares of common stock acquired upon the exercise of 63,219 common stock purchase warrants by RTC3 2020 Irrevocable Family Trust, of which Mr. Chang retains the authority to remove the independent trustee, and may be deemed to be indirectly beneficially owned by Mr. Chang. Mr. Chang 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.

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February 18, 2021 Filed Mar 23, 2021 22:20 UTC RYTHM, Inc. AGFY · Entity 2092 OtherCommon Stock 63,219 $0.02 $1,264.38
Disclosure

SEC source: 0001213900-21-017337 · ownership.xml · nonDerivative · entry 1

Chang Raymond Nobu · CIK 0001831402 · Director · CEO & Chairman of the Board

10b5-1 filing: Not disclosed

Ownership: Indirect · By RTC3 2020 Irrevocable Family Trust

Disclosed balance after: 534,946

F1 · ownership.nature: Consists of 63,219 shares of common stock acquired upon the exercise of 63,219 common stock purchase warrants by RTC3 2020 Irrevocable Family Trust, of which Mr. Chang retains the authority to remove the independent trustee, and may be deemed to be indirectly beneficially owned by Mr. Chang. Mr. Chang 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.

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February 17, 2021 Filed Feb 20, 2021 00:52 UTC RYTHM, Inc. AGFY · Entity 2092 GrantStock Options · Derivative 650,000 $0.00 Strike: $13.84 $0.00
Disclosure

SEC source: 0001213900-21-010685 · ownership.xml · derivative · entry 1

Chang Raymond Nobu · CIK 0001831402 · Director · CEO & Chairman of the Board

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 650,000

Underlying: Common Stock · 650,000 shares

Expires 2031-02-17

F1 · derivative.exercise_date: The options will vest in 36 equal monthly installments beginning on the one month anniversary of the grant date.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.