--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-23-017011" form_type: "8-K" ticker: "RYM" cik: "0001800637" company_name: "RYTHM, Inc." filed_at: "2023-03-03T23:59:59+00:00" generated_at: "2026-06-18T13:23:38.174561+00:00" event_type: "leadership" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # Agrify Corporation reports CFO departure, engagement of WilliamsMarston, and shareholder approval of charter amendment ## Summary - CFO Timothy Oakes resigned effective Feb 28, 2023; CEO Raymond Chang becomes principal financial and accounting officer. - Company engaged WilliamsMarston LLC for accounting and internal control matters; Timothy Hayden transitions to SVP Business Development. - Shareholders approved issuance of up to 26,769,230 shares upon exercise of warrants (3,074,619 for, 370,306 against). - Shareholders approved amendment increasing authorized common stock from 100M to 200M shares (10,591,334 for, 990,577 against). - Charter amendment filed March 1, 2023, effective upon filing. ## SEC filing metadata - accession: 0001213900-23-017011 - form_type: 8-K - ticker: RYM - cik: 0001800637 - company_name: RYTHM, Inc. - filed_at: 2023-03-03T23:59:59+00:00 - event_type: leadership - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 5.02, 5.07, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1800637/000121390023017011/0001213900-23-017011-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1800637/000121390023017011/ea174612-8k_agrifycorp.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-23-017011 - JSON: https://secwatch.observer/filing/0001213900-23-017011.json - Plain text: https://secwatch.observer/filing/0001213900-23-017011.txt ## Key facts - Executive change Raymond Chang changed role as principal financial and accounting officer at RYTHM, Inc.. - Action: will serve as - Role: principal financial and accounting officer source text: Raymond Chang, the Company’s Chief Executive Officer, will serve as the Company’s principal financial and accounting officer. evidence_url: https://www.sec.gov/Archives/edgar/data/1800637/000121390023017011/0001213900-23-017011-index.htm - Executive change Timothy Hayden changed role as Senior Vice President – Business Development at RYTHM, Inc.. - Action: transitioned - Role: Senior Vice President – Business Development source text: the Company and Timothy Hayden agreed that Mr. Hayden will not serve as Interim Chief Financial Officer as previously reported on the Company’s Current Report on Form 8-K filed with the SEC on January 24, 2023, and will instead transition to the role of Senior Vice President – Business Development. evidence_url: https://www.sec.gov/Archives/edgar/data/1800637/000121390023017011/0001213900-23-017011-index.htm - Executive change Timothy Oakes resigned as Chief Financial Officer at RYTHM, Inc.. - Action: resigned - Role: Chief Financial Officer source text: Timothy Oakes, the Chief Financial Officer of Agrify Corporation (the “Company”), resigned effective February 28, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1800637/000121390023017011/0001213900-23-017011-index.htm - Governance Changes RYTHM, Inc.: 增加授权普通股数量从100,000,000至200,000,000，总授权股份从103,000,000至203,000,000 (effective 2023-03-01). - Change: charter amendment - Effective: 2023-03-01 source text: The Charter Amendment increased the number of authorized shares of the Company's common stock from 100,000,000 to 200,000,000, and correspondingly increased the total authorized shares of stock from 103,000,000 to 203,000,000. evidence_url: https://www.sec.gov/Archives/edgar/data/1800637/000121390023017011/0001213900-23-017011-index.htm - Shareholder Votes RYTHM, Inc. shareholders approved Approval of Issuance of Shares Upon Exercise of Warrants at the 2023-02-28 meeting. - Outcome: passed - Meeting: 2023-02-28 source text: Proposal 1 – Approval of Issuance of Shares Upon Exercise of Warrants The issuance of up to 26,769,230 shares of Common Stock upon the exercise of warrants of the Company (the “Warrants”) issued in connection with the Company’s public offering that closed on December 20, 2022, as contemplated by Nasdaq Listing Rule 5635, and to permit the reduction of the exercise price of those Warrants under certain circumstances , was approved. The results of the vote were as follows: Votes For Votes Against Votes Abstained Broker Non-Votes 3,074,619 370,306 31,684 8,134,023 evidence_url: https://www.sec.gov/Archives/edgar/data/1800637/000121390023017011/0001213900-23-017011-index.htm - Shareholder Votes RYTHM, Inc. shareholders approved Approval of Amendment to Company's Article of Incorporation at the 2023-02-28 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-02-28 source text: Proposal 2 – Approval of Amendment to Company’s Article of Incorporation An amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of Common Stock from 100,000,000 to 200,000,000, and to correspondingly increase the total authorized shares of stock from 103,000,000 to 203,000,000 , was approved. The results of the vote were as follows: Votes For Votes Against Votes Abstained 10,591,334 990,577 28,721 1 evidence_url: https://www.sec.gov/Archives/edgar/data/1800637/000121390023017011/0001213900-23-017011-index.htm - Shareholder Votes RYTHM, Inc. shareholders approved Adjournment of Special Meeting at the 2023-02-28 meeting. - Outcome: passed - Meeting: 2023-02-28 source text: Proposal 3 – Adjournment of Special Meeting The adjournment of the Special Meeting in order to solicit additional proxies if there are not sufficient shares to be voted in favor of any of the foregoing proposals at the time of the Special Meeting, was approved, although no such adjournment was required due to the approval of Proposals 1 and 2. The results of the vote were as follows: Votes For Votes Against Votes Abstained 10,656,747 882,089 71,796 evidence_url: https://www.sec.gov/Archives/edgar/data/1800637/000121390023017011/0001213900-23-017011-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.