Form 4: Agrify Corp Secures $27 Million Convertible Note from RSLGH, LLC

Agrify Corp receives a $27 million secured convertible note from RSLGH, LLC, a subsidiary of Green Thumb Industries, with a 10% interest rate and potential conversion into common stock or pre-funded warrants.

Summary

• Agrify Corp secured a $27 million secured convertible note from RSLGH, LLC on May 22, 2025.
• The note bears a 10% annual interest rate, payable in pre-funded warrants.
• The pre-funded warrants have an exercise price of $0.001 per share and a value of $23.53 per warrant.
• The note is secured by Agrify's assets and ranks on parity with a previous note issued to RSLGH, LLC on November 5, 2024.
• The note can be converted into common stock at $23.53 per share or into pre-funded warrants at the same conversion price.
• RSLGH, LLC is an indirectly wholly-owned subsidiary of Green Thumb Industries Inc.
• The note includes a beneficial ownership limitation of 49.99% for the investor.

Sentiment

Score: 6

Explanation: Neutral sentiment as it's a standard financial transaction. The funding is positive, but the debt and potential dilution are risks.

Positives

• Agrify secures $27 million in funding through a convertible note, providing capital for operations or expansion.
• The 10% interest rate is payable in pre-funded warrants, potentially reducing immediate cash outflow for Agrify.
• The conversion option provides flexibility for both Agrify and the investor.

Negatives

• The note is secured by Agrify's assets, potentially increasing risk for existing shareholders.
• The 10% interest rate represents a cost of capital for Agrify.
• Conversion of the note could dilute existing shareholders' equity.

Risks

• Conversion of the note could dilute existing shareholders' equity.
• Agrify's ability to repay the note or manage the interest payments could be affected by its financial performance.
• The beneficial ownership limitation of 49.99% could restrict RSLGH, LLC's influence on Agrify.

Future Outlook

The document does not contain explicit forward-looking statements from Agrify Corp regarding the use of funds or future performance.

Industry Context

Agrify operates in the cannabis industry, and this financing could be compared to similar funding rounds by other companies in the sector. Convertible notes are a common financing tool for growth companies.

Stakeholder Impact

• Shareholders may experience dilution if the note is converted into common stock.
• The company's financial stability could be affected by the debt obligations.
• Employees may benefit from the increased financial resources available to the company.

Key Dates

Keywords

convertible note, Agrify Corp, RSLGH, LLC, Green Thumb Industries, financing, secured debt, pre-funded warrants, common stock, investment