8-K
filed January 25, 2024, 6:59 PM ET
ticker RYM
CIK 0001800637
debt
confidence high
sentiment positive
materiality 0.75
RYTHM, Inc. (RYM): debt financing — Agrify shareholders approve authorized share increase; $3.9M debt converted at 212% premium, warrants exercised
RYTHM, Inc.
- Shareholders approved amendment increasing authorized common shares from 10M to 35M; total authorized shares to 38M.
- CP Acquisitions consolidated ~$18.9M debt into single note; converted $3.9M into 2,671,633 shares at $1.46/share (212% premium).
- Prior lender exercised warrants cashless, issuing 2,473,542 shares; remaining exchange warrant exercisable for up to 659,669 shares.
- Company expects liability reduction to help regain compliance with Nasdaq's $2.5M minimum stockholders' equity requirement.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
RYTHM, Inc. amended loan of $1.0 million with GIC Acquisition, LLC at not specified maturing June 30, 2024.
- Instrument
- loan
- Principal
- $1.0 million
- Counterparty
- GIC Acquisition, LLC
- Rate
- not specified
- Maturity
- June 30, 2024
- Event
- amendment
Exact text from the filing
On January 25, 2024, GIC and the Company amended and restated the Junior Note to increase the principal amount thereunder to $1.0 million and to extend the maturity date until June 30, 2024 (as amended and restated, the “Restated Junior Note”).
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.95
RYTHM, Inc. amended convertible notes of $18.9 million with CP Acquisitions LLC at 10% per annum maturing December 31, 2025.
- Instrument
- convertible notes
- Principal
- $18.9 million
- Counterparty
- CP Acquisitions LLC
- Rate
- 10% per annum
- Maturity
- December 31, 2025
- Event
- amendment
Exact text from the filing
On January 25, 2024, the Company and the New Lender consolidated the outstanding principal and interest due under the Junior Secured Note and the Exchange Note into the Convertible Note and amended and restated the Convertible Note consistent with the Note Restatement Proposal (the “Restated Note”), with an outstanding principal amount of approximately $18.9 million at the time of issuance of the Restated Note.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
RYTHM, Inc.: Increased authorized common shares from 10,000,000 to 35,000,000 and total authorized shares from 13,000,000 to 38,000,000 (effective 2024-01-22).
- Change
- charter amendment
- Effective
- 2024-01-22
Exact text from the filing
approved an amendment to the Company’s Articles of Incorporation, to increase the number of authorized shares of the Company’s common stock from 10,000,000 to 35,000,000, and to correspondingly increase the total authorized shares of stock from 13,000,000 to 38,000,000 (the “Charter Amendment”). The Charter Amendment became effective upon the Company’s filing of the Charter Amendment with the Secretary of State for the State of Nevada on January 22, 2024.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
RYTHM, Inc. amended Restated Note with CP Acquisitions LLC (effective 2024-01-25).
- Action
- amendment
- Agreement
- notes offering
- Counterparty
- CP Acquisitions LLC
- Effective
- 2024-01-25
Exact text from the filing
On January 25, 2024, the Company and the New Lender consolidated the outstanding principal and interest due under the Junior Secured Note and the Exchange Note into the Convertible Note and amended and restated the Convertible Note consistent with the Note Restatement Proposal (the “Restated Note”), with an outstanding principal amount of approximately $18.9 million at the time of issuance of the Restated Note.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
RYTHM, Inc. amended Restated Junior Note with GIC Acquisition, LLC (effective 2024-01-25).
- Action
- amendment
- Agreement
- notes offering
- Counterparty
- GIC Acquisition, LLC
- Effective
- 2024-01-25
Exact text from the filing
On January 25, 2024, GIC and the Company amended and restated the Junior Note to increase the principal amount thereunder to $1.0 million and to extend the maturity date until June 30, 2024 (as amended and restated, the “Restated Junior Note”).
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
RYTHM, Inc. shareholders approved Amendment to Articles of Incorporation to increase authorized common stock from 10,000,000 to 35,000,000 and total authorized shares from 13,000,000 to 38,000,000 at the 2024-01-22 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2024-01-22
Exact text from the filing
The voting result with respect to Item 3, as certified by the inspector of elections for the Reconvened Meeting, is presented below. Votes For Votes Against Votes Abstained 878,464 49,979 2,542
View on SEC.gov
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