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[SCHEDULE 13G] RYTHM, Inc. SEC Filing

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G

Rhea-AI Filing Summary

RYTHM, Inc. had a Schedule 13G filed reporting that Double or Nothing LLC, together with its members Charles Bieler and Joel Gott, may be deemed to beneficially own 211,391 shares of common stock as of September 30, 2025, representing 9.99% of the outstanding class. The filing states the reported position comprises 97,300 shares of common stock and common stock underlying 247,200 pre-funded warrants that are subject to a beneficial ownership limitation preventing exercise above 9.99%. Each Reporting Person reports no sole voting or dispositive power and shared voting and dispositive power of 211,391 shares. The filing includes standard certifications and signatures from the reporting parties.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: A substantial sub-10% stake disclosed via Schedule 13G signals a passive, material ownership position without sole control.

The filing shows a near-10% beneficial position in RYTHM, Inc., giving the Reporting Persons meaningful economic exposure while preserving a passive disclosure status. The position is structured with common shares plus pre-funded warrants that cannot be exercised beyond the 9.99% cap, limiting incremental dilution or voting concentration from these instruments. Absence of sole voting or dispositive power indicates coordinated ownership through the LLC rather than individual control.

TL;DR: Reporting discloses shared control and an exercise cap, consistent with a passive investor profile and governance limits.

The Schedule 13G identifies Double or Nothing LLC and two individual members as reporting persons and documents shared voting/dispositive authority over the 211,391 shares. The pre-funded warrant limitation that prevents ownership above 9.99% is a material structural detail that constrains potential accumulation and influence. The filing includes the required certification that the stake is not held to change or influence control, aligning with Schedule 13G treatment rather than a Schedule 13D activist filing.






Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)






SCHEDULE 13G




Comment for Type of Reporting Person: Includes (i) 97,300 shares of common stock and (ii) 247,200 shares of common stock underlying pre-funded warrants, subject to a beneficial ownership limitation of 9.99%. The shares of common stock listed as beneficially owned in Rows 6, 8 and 9 and the percentage set forth in Row 11 give effect to such limitation.


SCHEDULE 13G




Comment for Type of Reporting Person: Includes (i) 97,300 shares of common stock and (ii) 247,200 shares of common stock underlying pre-funded warrants, subject to a beneficial ownership limitation of 9.99%. The shares of common stock listed as beneficially owned in Rows 6, 8 and 9 and the percentage set forth in Row 11 give effect to such limitation.


SCHEDULE 13G




Comment for Type of Reporting Person: Includes (i) 97,300 shares of common stock and (ii) 247,200 shares of common stock underlying pre-funded warrants, subject to a beneficial ownership limitation of 9.99%. The shares of common stock listed as beneficially owned in Rows 6, 8 and 9 and the percentage set forth in Row 11 give effect to such limitation.


SCHEDULE 13G



DOUBLE OR NOTHING LLC
Signature:/s/ Joel Gott
Name/Title:Joel Gott, Manager
Date:09/30/2025
Charles Bieler
Signature:/s/ Charles Bieler
Name/Title:Charles Bieler
Date:09/30/2025
Joel Gott
Signature:/s/ Joel Gott
Name/Title:Joel Gott
Date:09/30/2025

FAQ

What stake in RYTHM, Inc. (AGFY) do Double or Nothing LLC, Charles Bieler, and Joel Gott report?

They report beneficial ownership of 211,391 shares, representing 9.99% of the outstanding common stock as of September 30, 2025.

How is the 211,391-share position composed according to the filing?

The position includes 97,300 shares of common stock and common stock underlying 247,200 pre-funded warrants, with the warrants subject to a 9.99% ownership cap.

Do the reporting persons have sole voting or dispositive power over these shares?

No. Each Reporting Person reports 0 sole voting power and 211,391 shared voting and dispositive power.

Does the filing indicate the stake was acquired to change control of RYTHM, Inc.?

No. The certification states the securities were not acquired to change or influence control and the Schedule 13G was filed consistent with passive ownership.

What limitation applies to the exercise of the pre-funded warrants?

The pre-funded warrants include provisions that preclude exercise to the extent that, following exercise, the holder and attribution parties would own more than 9.99% of the common stock outstanding.
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