8-K
filed August 27, 2025, 7:59 PM ET
ticker RYM
CIK 0001800637
M&A
confidence high
sentiment positive
materiality 0.85
RYTHM, Inc. (RYM): M&A transaction — Agrify acquires brand portfolio from Green Thumb for $50M, changes name to RYTHM
RYTHM, Inc.
- Acquired brand IP (RYTHM, Dogwalkers, Beboe) from Green Thumb for $50M via convertible note; assets consist of intellectual property rights.
- Company renamed to RYTHM, Inc.; Nasdaq ticker changes from AGFY to RYM effective Sept 2, 2025.
- Issued $50M in secured convertible notes (10% annual interest, due Feb 2027); conversion price $29.475/share.
- License agreement grants Green Thumb right to manufacture/distribute acquired brands for monthly fee based on sales.
- Existing notes from Nov 2024 and May 2025 amended to rank on parity with the new notes.
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. incurred convertible notes of $50.0 million with RSLGH, LLC and certain other accredited investors at 10.0% annualized interest rate maturing 2027-02-25.
- Instrument
- convertible notes
- Principal
- $50.0 million
- Counterparty
- RSLGH, LLC and certain other accredited investors
- Rate
- 10.0% annualized interest rate
- Maturity
- 2027-02-25
- Event
- incurrence
Exact text from the filing
Convertible Notes On August 25, 2025, the Company issued Secured Convertible Notes with an aggregate original principal amount of $50.0 million (collectively the “Notes”) to RSLGH, LLC (“RSLGH”), an indirect wholly-owned subsidiary of Green Thumb, and to certain other accredited investors. Each Note is a secured obligation of the Company and will rank senior to all indebtedness of the Company except for the Secured Convertible Notes issued to RSLGH on November 5, 2024 (the “November 2024 Note”) and to RSLGH and other investors on May 22, 2025 (the “May 2025 Notes” and, collectively with the November 2024 Note, the “Existing Notes”), with which rank on parity with the Notes. The Notes will mature on February 25, 2027 and will accrue interest based on a 10.0% annualized interest rate, with interest to be paid on the first calendar day of each September and March while the Notes are outstanding beginning on March 1, 2026, in cash, Common Stock, or pre-funded warrants to purchase Common St
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
RYTHM, Inc.: Company amended and restated its bylaws to reflect the name change to RYTHM, Inc (effective 2025-09-02).
- Change
- bylaw amendment
- Effective
- 2025-09-02
Exact text from the filing
The Board also approved an amendment and restatement of the Company’s bylaws, (the “Third Amended and Restated Bylaws”), which will become effective on September 2, 2025, to reflect the Name Change.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
RYTHM, Inc.: Company changed its name from Agrify Corporation to RYTHM, Inc. by filing a Certificate of Amendment to the Articles of Incorporation (effective 2025-09-02).
- Change
- charter amendment
- Effective
- 2025-09-02
Exact text from the filing
On August 27, 2025, following the closing under the Purchase Agreement, the Company filed a Certificate of Amendment to the Articles of Incorporation of the Company, as amended (the “Charter Amendment”) with the Secretary of State of the State of Nevada, to effect a change of the Company’s name from “Agrify Corporation” to “RYTHM, Inc.” (the “Name Change”), effective as of 12:01 a.m. ET on September 2, 2025.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
RYTHM, Inc. completed an acquisition involving VCP23, LLC for $50.0 million (closed 2025-08-27).
- Action
- acquisition
- Counterparty
- VCP23, LLC
- Consideration
- $50.0 million
- Closing
- 2025-08-27
Exact text from the filing
, Dogwalkers , Doctor Solomon’ s, &Shine , and Good Green . The purchase price for the equity interests in VCP under the Purchase Agreement consisted of cash consideration of $50.0 million (the “Purchase Price”). Under the Purchase Agreement, the Seller or the Company can cause the Seller to repurchase VCP within five years from the date of closing upon the
View on SEC.gov
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