RSLGH, LLC - 12 Dec 2024 Form 4 Insider Report for Agrify Corp (AGFY)

Role: 10%+ Owner
Signature: /s/ Bret Kravitz, Corporate Secretary, on behalf of RLGH, LLC
Issuer symbol: AGFY
Transactions as of: 12 Dec 2024
Net transactions value: +$6,592,670
Form type: 4
Filing time: 16 Dec 2024, 07:42:47 UTC
Previous filing: 15 Nov 2024
Next filing: 12 May 2025
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	AGFY	Pre-Funded Warrants (right to buy)	Purchase	$6,592,670	+185,500		$35.54^*	185,500	12 Dec 2024	Common Stock	185,500	$0.001000	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On 12/12/2024, RLSGH, LLC (the "Investor") entered into a purchase agreement with Double or Nothing, LLC ("DON"), pursuant to which the Investor purchased pre-funded warrants to acquire up to 185,500 shares of the common stock of Agrify Corporation (the "Issuer") at a purchase price of $35.54 per pre-funded warrant, which is equal to the most recent closing price of the Issuer's common stock as of the time the purchase agreement was signed. The pre-funded warrants include a beneficial ownership limitation of 4.99% of the Issuer's common stock. The Investor may increase or decrease this percentage, but not in excess of 49.99%, by providing at least 61 days' prior notice. Additionally, the pre-funded warrants may not be exercised to the extent that the aggregate number of shares of common stock issued at closing and upon exercise of pre-funded warrants under the Asset Purchase Agreement among the Company, DON its members, dated as of 12/12/2024, would collectively exceed 370,670.
F2	The Investor is the direct beneficial owner of the pre-funded warrants. 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 Core Growth, LLC. Core Growth, LLC is the sole member of Investor.

Content

On 12/12/2024, RLSGH, LLC (the "Investor") entered into a purchase agreement with Double or Nothing, LLC ("DON"), pursuant to which the Investor purchased pre-funded warrants to acquire up to 185,500 shares of the common stock of Agrify Corporation (the "Issuer") at a purchase price of $35.54 per pre-funded warrant, which is equal to the most recent closing price of the Issuer's common stock as of the time the purchase agreement was signed. The pre-funded warrants include a beneficial ownership limitation of 4.99% of the Issuer's common stock. The Investor may increase or decrease this percentage, but not in excess of 49.99%, by providing at least 61 days' prior notice. Additionally, the pre-funded warrants may not be exercised to the extent that the aggregate number of shares of common stock issued at closing and upon exercise of pre-funded warrants under the Asset Purchase Agreement among the Company, DON its members, dated as of 12/12/2024, would collectively exceed 370,670.

The Investor is the direct beneficial owner of the pre-funded warrants. 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 Core Growth, LLC. Core Growth, LLC is the sole member of Investor.