secwatch / observer

RYTHM, Inc. — fact timeline

Source-grounded facts extracted from RYTHM, Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

RYM RYTHM, Inc. JSON
Shareholder Votes

RYTHM, Inc. shareholders approved Approval of Amendment to 2022 Omnibus Equity Incentive Plan to increase share reserve by 115,000 shares at the 2026-06-16 meeting.

“Proposal 3 - Approval of Amendment to 2022 Omnibus Equity Incentive Plan The amendment to the 2022 Plan to increase the number of shares of Common Stock available for issuance thereunder by 115,000 shares was approved.”
Shareholder Votes

RYTHM, Inc. shareholders approved Ratification of Appointment of GuzmanGray as independent registered public accounting firm at the 2026-06-16 meeting.

“Proposal 2 - Ratification of Appointment of GuzmanGray The appointment of GuzmanGray as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified.”
Shareholder Votes

RYTHM, Inc. shareholders approved Election of Directors at the 2026-06-16 meeting.

“Proposal 1 - Election of Directors 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 2027 or until such directors’ successors are duly elected and qualified.”
Earnings Releases

RYTHM, Inc. reported financial results for first quarter ended March 31, 2026.

“On May 5. 2026, RYTHM, Inc. (the “Company”) issued a press release announcing financial results for the quarter ended March 31, 2026.”
Material Agreements

RYTHM, Inc. amended May 2025 License Agreement Amendment with GTI Core, LLC valued at annual cash fee of $6.0 million (effective 2026-03-31).

“On March 31, 2026, MC Brands and GTI Core entered into an amendment to the May 2025 License Agreement (the “May 2025 License Agreement Amendment”).”
Material Agreements

RYTHM, Inc. amended August 2025 License Agreement Amendment with GTI Core, LLC valued at annual cash fee of $64.0 million (effective 2026-03-31).

“On March 31, 2026, VCP and GTI Core entered into an amendment to the August 2025 License Agreement (the “August 2025 License Agreement Amendment”).”
Debt Financings

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.

“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”
Governance Changes

RYTHM, Inc.: Company amended and restated its bylaws to reflect the name change to RYTHM, Inc (effective 2025-09-02).

“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.”
Governance Changes

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).

“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.”
M&A Transactions

RYTHM, Inc. completed an acquisition involving VCP23, LLC for $50.0 million (closed 2025-08-27).

“, 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”
Restructurings & Charges

RYTHM, Inc. announced a restructuring with charges of costs associated with exit or disposal activities affecting legacy extraction business (nine employees).

“the Company expects to reduce its workforce by nine employees by April 1, 2025 and to dispose of any remaining inventory relating to the Extraction Business”

Brad Asher was appointed as Chief Financial Officer at RYTHM, Inc..

“On March 19, 2025, the Board of Directors of the Company appointed Brad Asher, 39, to serve as its Chief Financial Officer and its principal financial and accounting officer effective March 24, 2025.”

Sanjay Tolia was appointed as Director at RYTHM, Inc..

“appointed Peter S. Shapiro and Sanjay Tolia as members of the Board to fill the vacancies resulting from Mr. Drexler’s resignation and the increase in Board size.”

Peter S. Shapiro was appointed as Director at RYTHM, Inc..

“appointed Peter S. Shapiro and Sanjay Tolia as members of the Board to fill the vacancies resulting from Mr. Drexler’s resignation and the increase in Board size.”

Richard Drexler resigned as Director at RYTHM, Inc..

“Richard Drexler resigned as a member of the Board of Directors (the “Board”) of Agrify Corporation (the “Company”).”

David Kessler departed as Chief Science Officer, Executive Vice President and General Manager of Cultivation at RYTHM, Inc..

“David Kessler ceased serving as the Company’s Chief Science Officer, Executive Vice President and General Manager of Cultivation, effective as of the Effective Date.”
M&A Transactions

RYTHM, Inc. completed a disposition involving CP Acquisitions, LLC for assumption by CP of (i) all of the Company's obligations pursuant secured indebtedness currently held by CP with an aggregate amount of principal and accrued in (closed 2024-12-31).

“The sale of the Cultivation Business occurred following signing on December 31, 2024. The aggregate consideration received by the Company for the sale of the Cultivation Business consisted of the assumption by CP of (i) all of the Company's obligations pursuant secured indebtedness currently held by CP with an aggregate amount of principal and accrued interest of approximately $7 million, and (ii) certain other liabilities relating to the Cultivation Business.”

Richard Drexler was appointed as Director at RYTHM, Inc..

“appointed Armon Vakili and Richard Drexler as members of the Board.”

Armon Vakili was appointed as Director at RYTHM, Inc..

“appointed Armon Vakili and Richard Drexler as members of the Board.”

Benjamin Kovler was appointed as Chairman at RYTHM, Inc..

“the Board appointed Benjamin Kovler as a member of the Board and Chairman”

Benjamin Kovler was appointed as Chief Executive Officer at RYTHM, Inc..

“Appointment of Chief Executive Officer Effective as of the Effective Time, the Company appointed Benjamin Kovler as its”

I-Tseng Jenny Chan resigned as Director at RYTHM, Inc..

“I-Tseng Jenny Chan resigned as a member of the Board.”

Raymond Chang resigned as President and Chief Executive Officer at RYTHM, Inc..

“Raymond Chang resigned as a member of the Board of Directors (the “Board”) of the Company and any subsidiaries and as President and Chief Executive Officer of the Company”
Governance Changes

RYTHM, Inc.: Filed Articles of Amendment to effect a 1-for-15 reverse stock split of common stock (effective 2024-10-08).

“On October 3, 2024, Agrify Corporation (the “Company”) filed Articles of Amendment (the “Charter Amendment”) to its Articles of Incorporation with the Secretary of State of the State of Nevada to effect a 1-for-15 reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in which each fifteen (15) shares of Common Stock issued and outstanding will be combined and converted into one share of Common Stock (the “Reverse Stock Split”).”

Leonard Sokolow resigned as Director at RYTHM, Inc..

“On May 17, 2024 (the “Effective Date”), Leonard Sokolow notified the Board of Directors (the “Board”) of the Company that he will resign as a member of the Board and its committees, effective as of the Effective Date”
Material Agreements

RYTHM, Inc. entered into Agreement and Plan of Merger with Nature’s Miracle Holding Inc. and NMHI Merger Sub, Inc. (effective 2024-05-16).

“On May 16, 2024, Agrify Corporation, a Nevada corporation (the “Company”) entered into the Agreement and Plan of Merger (the “Merger Agreement”) with Nature’s Miracle Holding Inc. (the “Nature’s Miracle”) (NASDAQ: NMHI) and NMHI Merger Sub, Inc., a wholly owned subsidiary of Nature’s Miracle (“Merger Sub”).”
Material Agreements

RYTHM, Inc. entered into Merger Term Sheet with Nature's Miracle Holding Inc. (effective 2024-04-17).

“On April 17, 2024, Agrify Corporation (the “Company”) entered into a term sheet (the “Merger Term Sheet”) with Nature’s Miracle Holding Inc., a Delaware corporation and Nasdaq listed entity (NASDAQ: NMHI) (“Nature’s Miracle”).”
Listing & Compliance Notices

RYTHM, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A), 5810(c)(3)(H)).

“March 5, 2024, Agrify Corporation (the “Company”) received a deficiency letter (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the bid price for the Company’s common stock had closed below $1.00 per share, which is the minimum closing price required to maintain continued listing on the Nasdaq Stock Market under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”). The Notice has no immediate effect on the listing of the Company’s common stock on Na”
Material Agreements

RYTHM, Inc. entered into Agency Agreement with Alexander Capital, LP (effective 2024-02-27).

“On February 27, 2024, Agrify Corporation (the “Company”) entered into a placement agency agreement (the “Agency Agreement”) with Alexander Capital, LP as placement agent (the “Placement Agent”), pursuant to which the Company agreed to issue and sell an aggregate of 2,760,000 shares of its common stock, and, in lieu of common stock to certain investors that so chose, pre-funded warrants (the “Pre-Funded Warrants”) to purchase 3,963,684 shares of its common stock (the “Offering”).”
Earnings Releases

RYTHM, Inc. reported the fiscal quarter ended December 31, 2023 results: net income $750 thousand.

“On February 21, 2024, Agrify Corporation (the “Company”) issued a press release with preliminary financial results for the fiscal quarter ended December 31, 2023”
Listing & Compliance Notices

RYTHM, Inc. received a nasdaq extension granted notice regarding stockholders equity (rules 5550(b)(1)).

“January 30, 2024, the Company received formal notice that the Panel had granted the Company’s request for an exception through April 15, 2024 to evidence compliance with the Listing Rule. The compliance date of April 15, 2024 represents the full extent of the Panel’s discretion to grant continued listing while the Company is non-compliant with Nasdaq Listing Rules. Accordingly, there can be no assurance that the Company will be able to regain compliance with the Nasdaq listing rules or maintain its listing on the Nasdaq Capital Market. If the Company’s common stock is delisted, it could be mor”
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).

“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.”
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.

“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”
Debt Financings

RYTHM, Inc. amended loan of $1.0 million with GIC Acquisition, LLC at not specified maturing June 30, 2024.

“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”).”
Debt Financings

RYTHM, Inc. amended convertible notes of $18.9 million with CP Acquisitions LLC at 10% per annum maturing December 31, 2025.

“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.”
Material Agreements

RYTHM, Inc. amended Restated Junior Note with GIC Acquisition, LLC (effective 2024-01-25).

“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”).”
Material Agreements

RYTHM, Inc. amended Restated Note with CP Acquisitions LLC (effective 2024-01-25).

“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.”
Shareholder Votes

RYTHM, Inc. shareholders approved Approval of Adjournment of Annual Meeting at the 2024-01-08 meeting.

“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.”
Shareholder Votes

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.

“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.”
Shareholder Votes

RYTHM, Inc. shareholders approved Approval of Amendment to Senior Secured Convertible Note at the 2024-01-08 meeting.

“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.”
Shareholder Votes

RYTHM, Inc. shareholders approved Approval of Increase in Number of Shares Underlying Warrants at the 2024-01-08 meeting.

“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.”
Shareholder Votes

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.

“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.”
Shareholder Votes

RYTHM, Inc. shareholders approved Ratification of Appointment of Marcum LLP at the 2024-01-08 meeting.

“The appointment of Marcum LLP as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2023 was ratified.”
Shareholder Votes

RYTHM, Inc. shareholders approved Election of Directors at the 2024-01-08 meeting.

“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.”
Material Agreements

RYTHM, Inc. amended Note Amendment with CP Acquisitions LLC valued at $4,000,000 (effective 2023-12-04).

“On December 4, 2023, CP and the Company amended and restated the Note (the “Note Amendment”). Pursuant to the terms of the Note Amendment, the maximum principal amount that may be loaned by CP to the Company was increased to $4,000,000.”
Listing & Compliance Notices

RYTHM, Inc. received a nasdaq delisting notice notice regarding late filing (rules 5250(c)(1)).

“October 17, 2023, the Company received a Staff Delisting Determination (the “Staff Determination”) from the Listing Qualifications Department of Nasdaq notifying the Company that it was not in compliance with Nasdaq’s continued listing requirements as a result of its failure to file the Delinquent Reports in a timely manner. In connection with receipt of the Staff Determination, the Company timely requested a hearing with the Nasdaq Hearings Panel (the “Panel”) The Notice noted that the Panel will consider the Company’s non-compliance with the Listing Rule in making its determination regarding”
Listing & Compliance Notices

RYTHM, Inc. received a nasdaq noncompliance notice notice regarding stockholders equity (rules 5550(b)(1)).

“December 1, 2023, the Company received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company reported stockholders’ equity of $(17.17) million in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, the Company is no longer in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Listing Rule”), which requires that listed companies maintain a minimum of $2.5 million in stockholders’ equity. The notice has no immediate effect and will not immediately result in the suspension of trading or delisting of the Company’s shares of commo”
Listing & Compliance Notices

RYTHM, Inc. received a nasdaq deficiency notice notice regarding late filing (rules 5250(c)(1)).

“ents as of and for the quarterly periods ended March 31, 2022, June 30, 2022 and September 30, 2022 included in the Company’s Quarterly Reports on Form 10-Q for such periods in amended quarterly reports for the affected periods. As disclosed by the Company on its Notification of Late Filing on Form 12b-25 filed with the SEC on March 31, 2023, August 21, 2023, and November 15, 2023, the Company was unable to timely file the Form 10-K, the First Quarter Form 10-Q, the Second Quarter Form 10-Q and the Third Quarter Form 10-Q without unreasonable effort or expense. The November Nasdaq Notice noted”
Material Agreements

RYTHM, Inc. entered into Modification and Settlement Agreement with Mack Molding Company valued at settlement of outstanding dispute of approximately $8.24 million under the Supply Agreement; payment (effective 2023-10-18).

“Mack Molding Modification Agreement Immediately prior to the Note Purchase on October 27, 2023, and with an effective date as of October 18, 2023, the Company entered into a Modification and Settlement Agreement (the “Modification Agreement”) with Mack Molding Company (“Mack”).”
Listing & Compliance Notices

RYTHM, Inc. received a nasdaq delisting notice notice regarding late filing (rules 5250(c)(1)).

“October 17, 2023, the Company received a Staff Delisting Determination (the “Staff Determination”) from the Listing Qualifications Department of Nasdaq notifying the Company that it was not in compliance with Nasdaq’s continued listing requirements under the Listing Rule as a result of its failure to file the Delinquent Reports in a timely manner. The Staff Determination has no immediate effect and will not immediately result in the suspension of trading or delisting of the Company’s shares of common stock. Accordingly, the Company intends to timely request a hearing before the Nasdaq Hearings”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.