Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Agrify Corporation (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
00853E404 (CUSIP Number) |
Bret Kravitz 325 West Huron Street, Suite 700 Chicago, IL, 60654 3124716720 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/12/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 00853E404 |
| 1 |
Name of reporting person
RSLGH, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,021,863.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
This amount includes (a) 666,661 shares of common stock acquired pursuant to the Purchase Agreement (as defined in Item 4); (b) 6,169,702 shares of common stock underlying warrants acquired pursuant to the Purchase Agreement, subject to a 49.99 percent beneficial ownership limitation; and (c) 185,500 shares of common stock underlying warrants acquired pursuant to the Warrant Purchase Agreement (as defined in Item 4), subject to a 4.99 percent beneficial ownership limitation. The Note (as defined in Item 4) is not currently convertible and is not anticipated to be convertible within the next 60 days.
SCHEDULE 13D
|
| CUSIP No. | 00853E404 |
| 1 |
Name of reporting person
CORE GROWTH, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,021,863.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
This amount includes (a) 666,661 shares of common stock acquired pursuant to the Purchase Agreement (as defined in Item 4); (b) 6,169,702 shares of common stock underlying warrants acquired pursuant to the Purchase Agreement, subject to a 49.99 percent beneficial ownership limitation; and (c) 185,500 shares of common stock underlying warrants acquired pursuant to the Warrant Purchase Agreement (as defined in Item 4), subject to a 4.99 percent beneficial ownership limitation. The Note (as defined in Item 4) is not currently convertible and is not anticipated to be convertible within the next 60 days.
SCHEDULE 13D
|
| CUSIP No. | 00853E404 |
| 1 |
Name of reporting person
WELLNESS MGMT, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CALIFORNIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,021,863.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
This amount includes (a) 666,661 shares of common stock acquired pursuant to the Purchase Agreement (as defined in Item 4); (b) 6,169,702 shares of common stock underlying warrants acquired pursuant to the Purchase Agreement, subject to a 49.99 percent beneficial ownership limitation; and (c) 185,500 shares of common stock underlying warrants acquired pursuant to the Warrant Purchase Agreement (as defined in Item 4), subject to a 4.99 percent beneficial ownership limitation. The Note (as defined in Item 4) is not currently convertible and is not anticipated to be convertible within the next 60 days.
SCHEDULE 13D
|
| CUSIP No. | 00853E404 |
| 1 |
Name of reporting person
FOR SUCCESS HOLDINGS COMPANY | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,021,863.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
This amount includes (a) 666,661 shares of common stock acquired pursuant to the Purchase Agreement (as defined in Item 4); (b) 6,169,702 shares of common stock underlying warrants acquired pursuant to the Purchase Agreement, subject to a 49.99 percent beneficial ownership limitation; and (c) 185,500 shares of common stock underlying warrants acquired pursuant to the Warrant Purchase Agreement (as defined in Item 4), subject to a 4.99 percent beneficial ownership limitation. The Note (as defined in Item 4) is not currently convertible and is not anticipated to be convertible within the next 60 days.
SCHEDULE 13D
|
| CUSIP No. | 00853E404 |
| 1 |
Name of reporting person
VCP23, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,021,863.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
This amount includes (a) 666,661 shares of common stock acquired pursuant to the Purchase Agreement (as defined in Item 4); (b) 6,169,702 shares of common stock underlying warrants acquired pursua
nt to the Purchase Agreement, subject to a 49.99 percent beneficial ownership limitation; and (c) 185,500 shares of common stock underlying warrants acquired pursuant to the Warrant Purchase Agreement (as defined in Item 4), subject to a 4.99 percent beneficial ownership limitation. The Note (as defined in Item 4) is not currently convertible and is not anticipated to be convertible within the next 60 days.
SCHEDULE 13D
|
| CUSIP No. | 00853E404 |
| 1 |
Name of reporting person
GTI23, INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,021,863.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
This amount includes (a) 666,661 shares of common stock acquired pursuant to the Purchase Agreement (as defined in Item 4); (b) 6,169,702 shares of common stock underlying warrants acquired pursuant to the Purchase Agreement, subject to a 49.99 percent beneficial ownership limitation; and (c) 185,500 shares of common stock underlying warrants acquired pursuant to the Warrant Purchase Agreement (as defined in Item 4), subject to a 4.99 percent beneficial ownership limitation. The Note (as defined in Item 4) is not currently convertible and is not anticipated to be convertible within the next 60 days.
SCHEDULE 13D
|
| CUSIP No. | 00853E404 |
| 1 |
Name of reporting person
GREEN THUMB INDUSTRIES INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BRITISH COLUMBIA, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,021,863.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
This amount includes (a) 666,661 shares of common stock acquired pursuant to the Purchase Agreement (as defined in Item 4); (b) 6,169,702 shares of common stock underlying warrants acquired pursuant to the Purchase Agreement, subject to a 49.99 percent beneficial ownership limitation; and (c) 185,500 shares of common stock underlying warrants acquired pursuant to the Warrant Purchase Agreement (as defined in Item 4), subject to a 4.99 percent beneficial ownership limitation. The Note (as defined in Item 4) is not currently convertible and is not anticipated to be convertible within the next 60 days.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value per share | |
| (b) | Name of Issuer:
Agrify Corporation | |
| (c) | Address of Issuer's Principal Executive Offices:
2468 Industrial Row Dr, Troy,
MICHIGAN
, 48084. | |
Item 1 Comment:
SCHEDULE 13D - EXPLANATORY NOTE This Amendment No. 1 to the statement on Schedule 13D ("Amendment No. 1") amends the Schedule 13D originally filed by the Reporting Persons (as defined herein) on November 13, 2024 (the "Schedule 13D"), and relates to the shares of common stock, par value $0.001 ("Common Stock") of Agrify Corporation (the "Company" or the "Issuer") beneficially owned by (1) RSLGH, LLC, a Delaware limited liability company ("RSLGH"); (2) Core Growth, LLC, a Delaware limited liability company and the sole member of RSLGH ("Core Growth"); (3) Wellness Mgmt, LLC, a California limited liability company and the sole member of Core Growth ("Wellness Mgmt"); (4) For Success Holdings Company, a Delaware corporation and the sole member of Wellness Mgmt ("For Success Holdings"); (5) VCP23, LLC, a Delaware limited liability company and the sole shareholder of For Success Holdings ("VCP23"); (6) GTI23, Inc., a Delaware corporation and the sole member of VCP23 ("GTI23"); and (7) Green Thumb Industries Inc., a British Columbia corporation and the sole shareholder of GTI23 ("GTI" or "Green Thumb") (RSLGH, Core Growth, Wellness Mgmt, For Success Holdings, VCP23, GTI23 and GTI, collectively, the "Reporting Persons"). In accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have the meanings ascribed to them in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | N/A | |
| (b) | N/A | |
| (c) | N/A | |
| (d) | N/A | |
| (e) | N/A | |
| (f) | N/A | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
In aggregate, the Reporting Persons are deemed to have voting and dispositive power over 7,021,863 shares of Common Stock of the Company. The Acquired Warrant was acquired for the Warrant Purchase Price (as such terms are defined in Item 4). The Warrant Purchase Price was paid out of the working capital of GTI. As of the date of this filing, the Reporting Persons have no margin or other loans outstanding secured by Common Stock. | ||
| Item 4. | Purpose of Transaction | |
N/A | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | N/A | |
| (b) | N/A | |
| (c) | N/A | |
| (d) | N/A | |
| (e) | N/A | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
See the disclosure in Item 4 and Item 5 above, which is incorporated into this Item 6, and see the joint filing agreement of the Reporting Persons. | ||
| Item 7. | Material to be Filed as Exhibits. | |
99.1 - https://www.sec.gov/Archives/edgar/data/1800637/000121390024097577/ea022100501ex99-1_agrify.htm99.2 - https://www.sec.gov/Archives/edgar/data/1800637/000121390024097577/ea022100501ex99-2_agrify.htm99.3 - https://www.sec.gov/Archives/edgar/data/1800637/000121390024094613/ea022010001ex4-1_agrify.htm99.4 - Purchase Agreement, dated December 12, 2024, between RSLG
H, LLC and Double or Nothing, LLC | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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