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Agrify Corporation agreed to buy all equity interests in VCP IP Holdings, which owns key brands such as RYTHM, Beboe, Dogwalkers, Doctor Solomon’s, &Shine, and Good Green, for $50.0 million in cash from an affiliate of Green Thumb Industries.
Immediately after closing, Agrify’s new subsidiary licensed the acquired brand intellectual property back to a Green Thumb subsidiary for a cash monthly fee based on product sales, and the parties amended an existing incredibles brand license to tighten sublicensing and extend the non‑terminable period.
Agrify also issued $50.0 million of secured convertible notes bearing 10.0% annual interest, maturing on February 25, 2027, convertible at $29.475 per share into common stock or pre‑funded warrants, and aligned ranking of these notes with prior convertible notes.
Following these actions, the company approved a name change to RYTHM, Inc. and a trading symbol change from “AGFY” to “RYM,” both effective on September 2, 2025, without altering existing security holder rights.
Agrify (AGFY) Q2-25 10-Q highlights
- Pivot completed: cultivation and extraction lines are now in discontinued ops; focus shifts to hemp-derived THC beverages after acquiring MC Brands for $5.1 m and Double or Nothing in 2024.
- First meaningful sales: continuing-ops revenue reached $2.0 m (0 in Q2-24); 6-mo revenue $2.6 m, 87% from product, 13% royalties. Gross margin ~33% (Q2 GP $0.68 m).
- Losses persist: Q2 operating loss $(6.8) m; net loss $(7.4) m or $(3.74) per basic share. YTD net loss $(9.0) m.
- Cash vs. burn: Cash rose to $41.0 m (from $31.2 m) on $30 m of May-25 convertible notes; operating cash burn was $(15.1) m H1.
- Leverage & dilution: Related-party debt jumped to $37 m; notes convert at $23.53 or into prefunded warrants, carrying 10% interest (also payable in warrants). Total liabilities nearly doubled to $48.5 m.
- Equity erosion: Stockholders’ equity fell to $21.0 m (-25% YTD) on continuing losses and warrant-driven dilution; shares outstanding 2.0 m post 1-for-15 split.
- Compliance restored: Equity raise and reverse split brought company back in line with Nasdaq requirements.
Radar: success now hinges on scaling beverage distribution, containing SG&A ($7.5 m in Q2) and managing high-cost related-party financing.
Form 4 Overview – Agrify Corporation (AGFY)
Director Timothy Mahoney filed a Form 4 reporting a single open-market sale of 1 common share on 20 June 2025 at a stated price of $24.00 per share. Following the transaction, Mahoney continues to hold 9,999 AGFY shares directly. No derivative securities were reported, and there were no other acquisitions or dispositions disclosed.
The filing confirms Mahoney’s status solely as a director; no 10% ownership, officer role, or 10b5-1 trading plan is indicated. The transaction is extremely small relative to typical insider activity and does not materially change the insider’s overall ownership position.