Form 4: RSLGH, LLC Acquires Pre-Funded Warrants in Agrify Corp

RSLGH, LLC, a subsidiary of Green Thumb Industries, purchased pre-funded warrants to acquire 185,500 shares of Agrify Corp common stock.

Summary

• RSLGH, LLC, an indirectly wholly-owned subsidiary of Green Thumb Industries Inc., acquired pre-funded warrants to purchase up to 185,500 shares of Agrify Corp common stock.
• The purchase price was $35.54 per pre-funded warrant, matching the most recent closing price of Agrify's common stock at the time of the agreement.
• The pre-funded warrants have a beneficial ownership limitation of 4.99% of Agrify's common stock, which can be increased to a maximum of 49.99% with 61 days' prior notice.
• The warrants cannot be exercised if the total shares issued from the Asset Purchase Agreement dated 12/12/2024 would exceed 370,670 shares.

Sentiment

Score: 6

Explanation: The document reflects a standard investment transaction, with no clear positive or negative sentiment. It is a neutral event from an investment perspective.

Positives

• The purchase of warrants by RSLGH, LLC indicates a potential investment in Agrify Corp.
• The purchase price matches the recent closing price, suggesting a fair valuation at the time of the agreement.

Risks

• The beneficial ownership limitation could restrict the potential upside for RSLGH, LLC.
• The maximum share issuance limit could impact the number of shares RSLGH, LLC can ultimately acquire.

Future Outlook

The document does not contain any specific forward-looking statements or guidance.

Industry Context

This transaction reflects ongoing investment activity in the cannabis technology sector, with Green Thumb Industries indirectly increasing its exposure to Agrify Corp.

Comparison to Industry Standards

• The purchase of pre-funded warrants is a common method for investors to gain exposure to a company's equity, similar to other transactions in the cannabis and technology sectors.
• The beneficial ownership limitations are typical in such agreements to prevent hostile takeovers or undue influence.
• The pricing at the recent closing price is a standard practice in private placements and warrant agreements.

Stakeholder Impact

• The transaction may have a positive impact on Agrify Corp shareholders by demonstrating investor confidence.
• The transaction may have a positive impact on Agrify Corp by providing additional capital.

Next Steps

• RSLGH, LLC may choose to exercise the warrants to acquire Agrify Corp shares.
• RSLGH, LLC may increase its beneficial ownership percentage with 61 days' notice, up to a maximum of 49.99%.

Key Dates

Keywords

pre-funded warrants, Agrify Corp, RSLGH, LLC, Green Thumb Industries, beneficial ownership, equity securities, investment