8-K
filed January 8, 2024, 6:59 PM ET
ticker RYM
CIK 0001800637
other material
confidence high
sentiment negative
materiality 0.75
Agrify adjourns annual meeting; charter amendment to increase authorized shares fails to get majority vote
RYTHM, Inc.
- Authorized share increase proposal (10M to 35M shares) only received ~45.4% of outstanding shares; required majority of outstanding. Meeting adjourned to Jan 22, 2024 for further solicitation.
- If charter amendment not approved, CP Acquisitions may not extend maturity of Senior Secured Note (due Dec 31, 2023), limiting equity financing and Nasdaq compliance.
- All other proposals passed: directors elected, Marcum LLP ratified, warrant share increase, convertible note amendment ($1.46 conversion price), 2022 Plan increase by 250k shares.
- I-Tseng Jenny Chan elected as new director; board now has 6 directors.
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
RYTHM, Inc. shareholders rejected Amendment to Articles of Incorporation to increase authorized shares of common stock from 10,000,000 to 35,000,000 and correspondingly increase total authorized shares from 13,000,000 to 38,000,000 at the 2024-01-08 meeting.
- Proposal
- charter amendment
- Outcome
- failed
- Meeting
- 2024-01-08
Exact text from the filing
There were not sufficient affirmative votes to approve amendment to the Company's Articles of Incorporation to increase the number of authorized shares of 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, which required the affirmative vote of a majority of the Company's outstanding common stock as of the record date.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
RYTHM, Inc. shareholders approved Approval of Adjournment of Annual Meeting at the 2024-01-08 meeting.
- Outcome
- passed
- Meeting
- 2024-01-08
Exact text from the filing
The proposal to adjourn the Annual 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 Annual Meeting was approved.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
RYTHM, Inc. shareholders approved Approval of Increase in Number of Shares Underlying Warrants at the 2024-01-08 meeting.
- Outcome
- passed
- Meeting
- 2024-01-08
Exact text from the filing
The proposal, as required by Nasdaq Listing Rule 5635(d), the increase in the number of shares of Common Stock underlying the warrant issued by the Company on October 27, 2023 upon the occurrence of certain equity issuances or conversions, was approved.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
RYTHM, Inc. shareholders approved Approval of Amendment to Senior Secured Convertible Note at the 2024-01-08 meeting.
- Outcome
- passed
- Meeting
- 2024-01-08
Exact text from the filing
The proposal, as required by Nasdaq Listing Rule 5635, the amendment of the Senior Secured Convertible Note held by CP Acquisitions LLC, an affiliate of Raymond Chang and I-Tseng Jenny Chan ("CP Acquisitions"), to, among other things, consolidate a Senior Secured Note and a certain promissory note held by CP Acquisitions with the convertible note, decrease the conversion price thereunder to $1.46 per share of Common Stock and to increase the beneficial ownership limitation to 49.99%, was approved.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
RYTHM, Inc. shareholders approved Ratification of Appointment of Marcum LLP at the 2024-01-08 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2024-01-08
Exact text from the filing
The appointment of Marcum LLP as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2023 was ratified.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
RYTHM, Inc. shareholders approved Election of Directors at the 2024-01-08 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2024-01-08
Exact text from the filing
Each of the director nominees listed below were elected as directors for a one-year term, such term to continue until the annual meeting of stockholders in 2024 and until such directors' successors are duly elected and qualified.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
RYTHM, Inc. shareholders approved Approval of Amendment to 2022 Omnibus Equity Incentive Plan to increase shares by 250,000 and revise minimum vesting provision at the 2024-01-08 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2024-01-08
Exact text from the filing
The amendment to the Agrify Corporation 2022 Omnibus Equity Incentive Plan to increase the number of shares of Common Stock available for issuance thereunder by 250,000 shares and to revise the minimum vesting provision was approved.
View on SEC.gov
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