--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-24-006275" form_type: "8-K" ticker: "RYM" cik: "0001800637" company_name: "RYTHM, Inc." filed_at: "2024-01-25T23:59:59+00:00" generated_at: "2026-06-06T18:25:44.966185+00:00" event_type: "debt" sentiment: "positive" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Agrify shareholders approve authorized share increase; $3.9M debt converted at 212% premium, warrants exercised ## Summary - 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. ## SEC filing metadata - accession: 0001213900-24-006275 - form_type: 8-K - ticker: RYM - cik: 0001800637 - company_name: RYTHM, Inc. - filed_at: 2024-01-25T23:59:59+00:00 - event_type: debt - sentiment: positive - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 2.03, 3.02, 8.01, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1800637/000121390024006275/0001213900-24-006275-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1800637/000121390024006275/ea192155-8k_agrify.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-24-006275 - JSON: https://secwatch.observer/filing/0001213900-24-006275.json - Plain text: https://secwatch.observer/filing/0001213900-24-006275.txt ## Key facts - Debt Financings 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 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1800637/000121390024006275/0001213900-24-006275-index.htm - Debt Financings 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1800637/000121390024006275/0001213900-24-006275-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1800637/000121390024006275/0001213900-24-006275-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1800637/000121390024006275/0001213900-24-006275-index.htm - Material Agreements 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 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1800637/000121390024006275/0001213900-24-006275-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1800637/000121390024006275/0001213900-24-006275-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.