Green Thumb Industries Inc. 4
4 · Agrify Corp · Filed May 22, 2025
Insider Transaction Report
Form 4
Agrify CorpAGFY
RSLGH, LLC
10% Owner
Transactions
- Other
Secured Convertible Note
2025-05-22$27000000.00/shExercise: $23.53From: 2025-05-22Exp: 2026-11-22→ Common Stock (1,147,471 underlying)
Footnotes (2)
- [F1]On 5/22/2025, the Issuer issued a Secured Convertible Note (the "Note") to RSLGH, LLC (the "Investor") with an original principal amount of $27.0 million. The Note bears interest at 10% per annum, payable in pre-funded warrants with an exercise price of $0.001 per share (the "Pre-Funded Warrants") with a value per Pre-Funded Warrant of $23.53. The Note is secured by the Issuer's assets and rank senior to all other indebtedness except that they rank on parity with the Secured Convertible Note issued to the Investor on November 5, 2024. The Note may be converted into Common Stock at a conversion price of $23.53 per share or, at the election of the holder, into Pre-Funded Warrants at a conversion price of $23.53 per share, subject to certain customary conditions. The Note includes a beneficial ownership limitation of 49.99% with respect to the Investor.
- [F2]The Investor is the direct beneficial owner of the Note. The Investor is an indirectly wholly-owned subsidiary of Green Thumb Industries Inc. ("Green Thumb"). Green Thumb is the sole shareholder of GTI23, Inc., which is the sole member of VCP23, LLC, which is the sole shareholder of For Success Holdings Company. For Success Holdings Company is the sole member of Wellness Mgmt, LLC, which is the sole member of Investor.