SCHEDULE 13D/A: Green Thumb Industries Group Increases Stake in Agrify Corporation to 49.99%

A group of entities led by Green Thumb Industries Inc. has increased its beneficial ownership in Agrify Corporation to 49.99% through recent share purchases and existing convertible notes and warrants.

Summary

• Reporting persons, including RSLGH, LLC and Green Thumb Industries Inc., collectively beneficially own 8,201,634 shares of Agrify Corporation's Common Stock.
• This represents 49.99% of Agrify's outstanding Common Stock, based on approximately 1,975,068 shares outstanding as of May 27, 2025.
• Recent purchases by RSLGH, LLC include 25,000 shares on May 27, 2025, at $25.00 per share, and 7,300 shares on May 28, 2025, at average prices of $25.66 and $27.07 per share.
• The beneficial ownership includes shares acquired on November 5, 2024, and shares underlying warrants and convertible notes from November 2024 and May 2025, all subject to beneficial ownership limitations (primarily 49.99%).
• The November 2024 Note is not currently convertible and is not expected to be convertible within the next 60 days, except for warrants issued as interest payments.
• The purchases were funded by the working capital of Green Thumb Industries.

Sentiment

Score: 7

Explanation: The document indicates a continued and significant investment by a major industry player (Green Thumb Industries) in Agrify, suggesting confidence. However, the beneficial ownership limitations and non-convertibility of a note introduce some constraints on immediate full control or realization of potential shares.

Positives

• Significant and increasing strategic investment by Green Thumb Industries, a major player in the cannabis industry, indicating confidence in Agrify.
• The reporting group now holds a substantial 49.99% beneficial ownership, suggesting a strong alignment of interests.

Negatives

• The 49.99% beneficial ownership limitation on a significant portion of the underlying shares (warrants and notes) prevents the reporting group from exceeding this threshold, potentially limiting full control or influence.
• The November 2024 Note is not currently convertible and not anticipated to be convertible within the next 60 days, which might delay full realization of the underlying shares.

Risks

• Beneficial ownership limitations (e.g., 49.99% and 4.99%) restrict the immediate conversion of warrants and notes into common stock, potentially limiting the reporting group's voting power or control.
• The non-convertibility of the November 2024 Note within the next 60 days (except for interest warrants) means a portion of the potential ownership is not immediately exercisable.

Future Outlook

The November 2024 Note is not currently convertible and is not anticipated to be convertible within the next 60 days, except for warrants that may be issued as interest payments. This indicates a near-term limitation on the full conversion of a portion of the beneficial ownership.

Industry Context

This filing highlights the continued strategic investment by Green Thumb Industries, a prominent multi-state operator (MSO) in the cannabis industry, into Agrify Corporation, a provider of cultivation solutions. This suggests a deepening relationship and potential vertical integration or strategic partnership within the cannabis sector, where MSOs often seek to control or influence supply chain components.

Comparison to Industry Standards

• The 49.99% beneficial ownership limitation is a common strategy in the cannabis industry, particularly for U.S. MSOs like Green Thumb Industries, to avoid triggering certain regulatory control thresholds or to maintain a minority investor status while still having significant influence. This is often seen in states where direct control of cultivation or retail licenses by out-of-state entities is restricted.
• The use of convertible notes and warrants is a standard financing mechanism, allowing for future equity conversion, often tied to specific conditions or regulatory changes.
• The acquisition of additional common stock through open market purchases, as seen on May 27-28, 2025, demonstrates active portfolio management and increasing conviction in the issuer, Agrify Corporation.

Related Party Transactions

• The filing details transactions between Agrify Corporation and entities related to Green Thumb Industries Inc., including RSLGH, LLC, Wellness Mgmt, LLC, For Success Holding Company, VCP23, LLC, and GTI23, Inc. These include share purchases, warrant acquisitions, and convertible notes, as well as various agreements like purchase agreements, license agreements, and a shared services agreement, indicating an ongoing related-party relationship.

Stakeholder Impact

• Shareholders: Increased ownership by a strategic investor (Green Thumb Industries) could be viewed positively, signaling confidence and potential future collaboration or strategic direction. However, the 49.99% beneficial ownership cap might limit the extent of direct control or influence GTI can exert.
• Agrify Corporation: The continued investment provides capital and strategic alignment with a significant industry player, potentially strengthening its market position and operational capabilities.

Next Steps

• The reporting persons undertake to provide full information regarding the number of shares purchased at each separate price within the stated ranges upon request from the SEC.
• The November 2024 Note is not anticipated to be convertible within the next 60 days, implying potential future conversion beyond that period.

Key Dates

Recommendation

Keywords

Agrify Corporation, Green Thumb Industries, RSLGH LLC, Schedule 13D, Beneficial Ownership, Common Stock, Warrants, Convertible Notes, SEC Filing, Investment, Cannabis Industry