Welcome to our dedicated page for Agrify SEC filings (Ticker: AGFY), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Agrify Corporation filings, later filed under RYTHM, Inc., document the issuer’s transition from cultivation-related operations toward a THC brand and intellectual-property business. The record includes 8-K disclosures for operating results, material agreements, brand and recipe licensing arrangements, Nasdaq listing matters, and capital-structure items involving common stock, warrants, and convertible notes.
Proxy materials cover annual meeting voting matters, director elections, auditor ratification, and amendments to the company’s equity incentive plan. The filings also describe relationships involving licensed cannabis and THC-related brands, emerging-growth-company status, governance structure, and formal disclosures tied to revenue recognition, regulatory constraints, and public-company reporting obligations.
RYTH, Inc. (RYM) Form 4: Director Max Holtzman (address on file) reported multiple sales of common stock on 08/29/2025. The filing shows three dispositions totaling 5,000 shares sold — 3,900 shares at a weighted-average price of $42.1049 (sales ranged $42.00–$42.85), 100 shares at $43.505, and 1,000 shares at $45. After these transactions the reporting person’s beneficial ownership is reported as 5,000 shares. The form was signed by an attorney-in-fact, Kathryn A. Lloyd, on 09/02/2025.
Agrify Corporation (AGFY) Form 144 reports a proposed sale of 5,000 common shares through APEX CLEARING on the NASDAQ with an aggregate market value of $215,000 and total outstanding shares listed as 200,000,000. The shares were acquired on 11/19/2024 upon restricted stock unit vesting from Agrify Corporation. The filer indicates no securities sold in the past three months and the planned approximate sale date is 08/29/2025. The notice includes the standard representation that the seller is not aware of undisclosed material adverse information.
A group led by Green Thumb Industries (through a chain of affiliated entities) reports shared voting and dispositive power over 12,956,672 shares of Agrify Corp common stock, representing 49.99% of approximately 2,002,568 shares outstanding. The filing amends prior Schedule 13D disclosures and adds recent transactions and agreements.
The Reporting Persons received a Secured Convertible Note issued August 25, 2025 to RSLGH with an original principal amount of $45.0 million, bearing 10.0% annual interest (default interest 14%) and a conversion price of $29.475 per share. Conversions and pre-funded warrant issuances are subject to beneficial ownership limitations and Nasdaq approval where required. The company changed its name to RYTHM, Inc. effective September 2, 2025, and acquired VCP IP Holdings, LLC (brand IP) with a concurrent trademark and recipe license to GTI Core, LLC.
Agrify Corp issued a secured convertible note totaling $45,000,000 to RSLGH, LLC on 08/25/2025. The note bears 10% annual interest payable in cash, common stock, or pre-funded warrants and is secured by Agrify's assets, ranking senior except on parity with specified prior notes. The holder can convert into common stock at $29.475 per share or, at its election, into pre-funded warrants at $29.474 per share, subject to a 49.99% beneficial ownership limit and any required Nasdaq stockholder approval. The filing shows 1,526,718 underlying common shares related to the note, exercisable beginning 08/25/2025 with an expiration tied to 02/25/2027. RSLGH is a direct owner and is an indirectly wholly owned subsidiary of Green Thumb Industries Inc.
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.