RYTHM (NASDAQ: RYM) locks in $70M Green Thumb licensing fees
Rhea-AI Filing Summary
RYTHM, Inc. amended two trademark and recipe license agreements with Green Thumb Industries’ subsidiary GTI Core. Effective April 1, 2026, GTI Core will pay an annual cash fee of $64.0 million for brands including RYTHM, Beboe, Dogwalkers, Doctor Solomon’s, &Shine and Good Green, replacing a sales-based royalty, with CPI-linked increases capped at 10% per year.
For the incredibles brand, GTI Core will pay an additional fixed annual cash fee of $6.0 million, also CPI-linked with a 10% cap. A company press release states these changes result in an aggregate fixed annual cash fee of $70 million from Green Thumb and were made following discussions with Nasdaq staff to support compliance with Nasdaq Capital Market listing standards related to revenue from the federally illegal cannabis industry.
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Insights
RYTHM replaces variable cannabis-linked royalties with a fixed $70M annual licensing fee from Green Thumb.
The company’s subsidiaries VCP IP Holdings and MC Brands revised their license agreements so GTI Core now pays fixed annual cash fees of $64.0 million and $6.0 million, instead of royalties tied to product sales using RYTHM and incredibles intellectual property.
A press release describes the combined $70 million annual fee as subject to an escalator equal to two times a Consumer Price Index-based increase, with each agreement’s fee increases capped at 10% per year. The filing notes the amendments followed discussions with Nasdaq staff to help ensure ongoing compliance with Nasdaq Capital Market listing standards regarding revenue from the federally illegal cannabis industry.
8-K Event Classification
Key Figures
Key Terms
Trademark and Recipe License Agreement financial
Nasdaq Capital Market listing standards regulatory
federally illegal cannabis industry regulatory
Consumer Price Index financial
forward-looking statements regulatory
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Item 1.01. Entry Into a Material Definitive Agreement
Amendment to August 2025 License Agreement
As previously reported, on August 27, 2025, VCP IP Holdings, LLC (“VCP”), a wholly-owned subsidiary of RYTHM, Inc. (the “Company”), entered into a Trademark and Recipe License Agreement (the “August 2025 License Agreement”) with GTI Core, LLC (“GTI Core”), an indirect wholly-owned subsidiary of Green Thumb Industries Inc. (“Green Thumb”). Green Thumb is an indirect owner of approximately 33% of the outstanding shares of common stock of the Company, and Benjamin Kovler, Chairman and Chief Executive Officer of Green Thumb, serves as Chairman and Interim Chief Executive Officer of the Company. Under the August 2025 License Agreement, VCP granted to GTI Core a license to use certain intellectual property related to certain brands, including RYTHM, Beboe, Dogwalkers, Doctor Solomon’s, &Shine, and Good Green, in connection with GTI Core’s existing businesses. The consideration payable by GTI Core for the license rights consisted of a monthly license fee, payable in cash, based on sales of products using the licensed intellectual property.
On March 31, 2026, VCP and GTI Core entered into an amendment to the August 2025 License Agreement (the “August 2025 License Agreement Amendment”). Pursuant to the August 2025 License Agreement Amendment, commencing on April 1, 2026, the consideration payable by GTI Core for the license rights will consist of an annual cash fee of $64.0 million payable in monthly installments. The annual fee will be increased on January 1 of each year during the term of the August 2025 License Agreement, subject to an annual increase based on published consumer price index changes, subject to a maximum year-over-year increase of 10%. The August 2025 License Agreement Amendment was executed following discussions between the Company and the Nasdaq staff in order to ensure the Company’s compliance with Nasdaq Capital Market listing standards regarding revenue derived from the federally illegal cannabis industry.
Amendment to May 2025 License Agreement
As previously reported, on May 20, 2025, MC Brands LLC (“MC Brands”), a wholly-owned subsidiary of the Company, entered into a Trademark and Recipe License Agreement which was subsequently amended and restated on August 27, 2025 (as amended and restated, the “May 2025 License Agreement”) with GTI Core, pursuant to which MC Brands granted to GTI Core an exclusive license to use certain intellectual property related to the incredibles brand in connection with GTI Core’s existing businesses. The consideration payable by GTI Core for the license rights consisted of a monthly license fee, payable in cash, based on sales of products using the licensed intellectual property.
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”). Pursuant to the May 2025 License Agreement Amendment, commencing on April 1, 2026, the consideration payable by GTI Core for the license rights will consist of an annual cash fee of $6.0 million payable in monthly installments. The annual fee will be increased on January 1 of each year during the term of the May 2025 License Agreement, subject to an annual increase based on published consumer price index changes, subject to a maximum year-over-year increase of 10%. The May 2025 License Agreement Amendment was executed in order to ensure compliance with the listing standards of Nasdaq following discussions between the Company and Nasdaq staff as described under “—Amendment to August 2025 License Agreement” above.
The foregoing summaries of the August 2025 License Agreement Amendment and the May 2025 License Agreement Amendment do not purport to be complete and are qualified in their entirety by reference to the complete text of the August 2025 License Agreement Amendment and the May 2025 License Agreement Amendment, which are filed as Exhibit 10.1 and Exhibit 10.2 hereto, respectively, and which are incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On April 1, 2026, the Company issued a press release announcing the August 2025 License Agreement Amendment and the May 2025 License Agreement Amendment, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information set forth in Item 7.01 of this Report, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information set forth in Item 7.01 of this Report, including Exhibit 99.1 attached hereto, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
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Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amendment to Trademark and Recipe License Agreement, dated March 31, 2026, by and between VCP IP Holdings, LLC and GTI Core, LLC | |
| 10.2 | Amendment to Amended and Restated Trademark and Recipe License Agreement, dated March 31, 2026, by and between MC Brands LLC and GTI Core, LLC | |
| 99.1* | Press Release of RYTHM, Inc. dated April 1, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Furnished but not filed. |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RYTHM, INC. | ||
| Date: April 1, 2026 | By: | /s/ Brad Asher |
| Brad Asher | ||
| Chief Financial Officer | ||
3
Exhibit 99.1
RYTHM, Inc. Announces Amendments to License Agreements with Green Thumb Industries
ROLLING MEADOWS, IL, April 1, 2026 (GLOBE NEWSWIRE) RYTHM, Inc. (Nasdaq: RYM) (“RYTHM” or the “Company”), America’s THC Company, today announced amendments to its existing trademark and recipe license agreements with an indirect wholly-owned subsidiary of Green Thumb Industries Inc. (“Green Thumb”).
RYTHM and Green Thumb have amended their existing trademark and recipe license agreements for the use of brand intellectual property which includes RYTHM, incredibles, Beboe, Dogwalkers, Doctor Solomon’s, &Shine, and Good Green. Effective April 1, 2026, Green Thumb will pay RYTHM an aggregate fixed annual cash fee of $70 million, subject to an annual increase equal to two times a Consumer Price Index-based escalator.
“These amendments create a framework that strengthens our licensing arrangement with Green Thumb over the long term and supports RYTHM’s Nasdaq listing,” said Ben Kovler, Chairman and Interim Chief Executive Officer of RYTHM, Inc. “We have established predictable, long-term revenue in a way that is virtually unmatched in the THC space. As the regulatory and legal landscapes evolve, this structure provides our business and investors with clarity and stability that positions us well to maximize value for our shareholders.”
About RYTHM, Inc.
RYTHM, Inc.’s portfolio of THC brands includes the most recognized and trusted names in the cannabis and hemp industries, including RYTHM, incredibles, Dogwalkers, Beboe, Señorita THC Margaritas, &Shine, Doctor Solomon’s, and Good Green. With products available in thousands of physical locations and online, supported by an iconic lineup of brands rooted in quality and safety, RYTHM, Inc. is cementing its position as America’s THC Company. Through a focus on innovation, the Company is continually shaping THC experiences to meet the evolving preferences of consumers across the country. Learn more and explore the full brand portfolio at www.RYTHMinc.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 concerning RYTHM, Inc. and other matters. All statements that do not relate to matters of historical fact should be considered forward-looking statements, including statements regarding the expected benefits of the license agreement amendments, and the Company’s compliance with Nasdaq listing standards. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” “maintain” or “continue” or the negative of these terms or other similar expressions. These statements involve known and unknown risks, uncertainties, and other important factors that could cause actual results to differ materially from those expressed or implied, including those described under ‘Risk Factors’ in the Company’s most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission (“SEC”), which can be obtained on the SEC website at www.sec.gov, including risks related to federal and state cannabis regulation, the Company’s relationship with Green Thumb, and general economic conditions. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements, whether as a result of any new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our public announcements and filings with the SEC.
Investor Contact
IR@RYTHMinc.com
Media Contact
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FAQ
What did RYTHM Inc. (RYM) announce about its license agreements with Green Thumb?
How much annual licensing revenue will RYTHM (RYM) receive from Green Thumb after the amendments?
How will the new RYTHM–Green Thumb license fees increase over time?
Why did RYTHM (RYM) change its royalty structure with Green Thumb to fixed fees?
Which RYTHM brands are covered under the amended Green Thumb license agreements?
Filing Exhibits & Attachments
6 documentsAgreements & Contracts
