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  4. [8-K] RYTHM, Inc. Reports Material Event

Rythm, Inc. (RYM) outlines RSLGH control shift after $72M notes, warrants

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Rythm, Inc. entered into an amendment with RSLGH, LLC and Vision Management Services, LLC that removes all beneficial ownership limitations on the conversion of secured convertible notes, the exercise of pre-funded warrants, and certain future pre-funded warrants under a shared services agreement. The amendment, effective October 10, 2026, applies to notes with an aggregate original principal amount of $72.0 million and pre-funded warrants to purchase up to 9,731,638 common shares.

As a result of removing these limits, RSLGH’s beneficial ownership of Rythm common stock increased from 49.99% to approximately 89.9% as of August 11, 2026, constituting a change in control. As of August 10, 2026, there were 2,179,128 common shares outstanding, including 698,961 held by RSLGH, acquired for aggregate consideration of $109.5 million funded from Green Thumb working capital, note interest, and shared-services fees. The related securities were issued in private placements relying on Section 4(a)(2) and Rule 506(b), and shareholders approved the required share issuances under Nasdaq Listing Rule 5635 with 1,118,058 votes in favor.

Positive

  • None.

Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.01 Changes in Control of Registrant Governance
A change in control of the company occurred, such as through a merger, takeover, or management buyout.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Secured Convertible Notes Principal $72.0 million Aggregate original principal amount of notes held by RSLGH subject to the amendment
Pre-Funded Warrants Shares 9,731,638 shares Aggregate common shares underlying pre-funded warrants held by RSLGH affected by the amendment
RSLGH Beneficial Ownership Before 49.99% Beneficial ownership in Rythm common stock before removal of beneficial ownership limitations
RSLGH Beneficial Ownership After 89.9% Approximate beneficial ownership as of August 11, 2026, 60 days before amendment effective date
Shares Outstanding 2,179,128 shares Common shares outstanding as of August 10, 2026
Shares Held by RSLGH 698,961 shares Rythm common shares held by RSLGH as of August 10, 2026
Aggregate Consideration Paid $109.5 million Total consideration paid for the securities, funded by Green Thumb working capital, interest and fees
Votes For Share Issuance 1,118,058 votes Votes in favor of approving share issuances under Nasdaq Listing Rule 5635 at the special meeting
beneficial ownership limitations regulatory
"amended to remove all beneficial ownership limitations with respect to the conversion"
Beneficial ownership limitations are rules or contractual caps that restrict how much of a company’s stock an individual or entity can be treated as owning or controlling for legal, regulatory or corporate-governance purposes. They matter to investors because such limits affect voting power, reporting obligations, takeover risk and the ability to increase a stake — like an elevator weight limit or a lane divider that prevents any one car from taking over the whole road.
Rule 13d-3 regulatory
"in accordance with the definition of beneficial ownership set forth in Rule 13d-3"
Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.
accredited investor regulatory
"RSLGH is an “accredited investor,” as defined in Regulation D"
An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.
Regulation D regulatory
"in reliance on Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
Nasdaq Listing Rule 5635 regulatory
"shares of Common Stock to the holders ... in accordance with Nasdaq Listing Rule 5635"
Nasdaq Listing Rule 5635 is a stock-exchange rule that requires a listed company to get shareholder approval before issuing a large number of new shares or other securities that can convert into shares or carry voting power beyond set thresholds. Investors should care because these approvals prevent unexpected dilution of existing ownership and sudden shifts in voting control—think of it like needing agreement from current owners before cutting the pizza into many more slices that shrink each person’s piece.
change in control regulatory
"Item 5.01 Changes in Control of Registrant. Pursuant to the Amendment"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

FAQ

What material agreement did RYTHM, Inc. (RYM) enter on August 10, 2026?
Rythm, Inc. entered an amendment agreement with RSLGH, LLC and Vision Management Services, LLC removing beneficial ownership limitations on certain notes and pre-funded warrants, effective October 10, 2026, impacting control of the company.

How did the amendment affect RSLGH’s ownership in RYTHM, Inc. (RYM)?
The amendment’s removal of beneficial ownership limits increased RSLGH’s beneficial ownership in Rythm’s common stock from 49.99% to approximately 89.9% as of August 11, 2026, resulting in a change in control under Rule 13d-3.

What securities are covered by the amended instruments at RYTHM, Inc. (RYM)?
The amendment covers secured convertible notes with $72.0 million aggregate original principal and pre-funded warrants to purchase up to 9,731,638 common shares, plus certain future pre-funded warrants issuable under the Services Agreement or upon note conversion.

Were RYTHM, Inc. (RYM) securities registered for these transactions?
No. The notes, warrants, future pre-funded warrants, and underlying shares were, and will be, offered and sold as unregistered securities relying on Section 4(a)(2) and Rule 506(b) of Regulation D, to an accredited investor.

What did RYTHM, Inc. (RYM) shareholders approve at the August 10, 2026 special meeting?
Shareholders approved the issuance of common shares to holders of certain convertible notes, warrants, and shared services agreements under Nasdaq Listing Rule 5635, with 1,118,058 votes for, 10,049 against, and 747 abstaining.

How many RYTHM, Inc. (RYM) shares were outstanding and held by RSLGH before the change in control?
As of August 10, 2026, Rythm had 2,179,128 common shares outstanding, of which 698,961 were held by RSLGH. The aggregate consideration paid for these securities was $109.5 million from Green Thumb-related sources.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): August 10, 2026

 

RYTHM, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   001-39946   30-0943453
(State or other jurisdiction   (Commission File Number)   (IRS Employer
of incorporation)       Identification No.)

 

2220 Hicks Road, Suite 210    
Rolling Meadows, IL   60068
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (855) 420-0020

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001 per share   RYM   Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 1.01. Entry Into a Material Definitive Agreement

 

On August 10, 2026, following the adjournment of a special meeting of stockholders of RYTHM, Inc. (the “Company”) held on that day (the “Special Meeting”), the Company entered into an amendment agreement (the “Amendment”) with RSLGH, LLC (“RSLGH”) and Vision Management Services, LLC (“VMS”). RSLGH and VMS are subsidiaries of Green Thumb Industries Inc. (“Green Thumb”). Benjamin Kovler, the Company’s Chairman and Interim Chief Executive Officer, also serves as Green Thumb’s Chairman and Chief Executive Officer, and Armon Vakili, a member of the Company’s Board of Directors (the “Board”), also serves as an employee of Green Thumb.

 

The Amendment, upon its effective date, will amend the terms of (i) outstanding pre-funded warrants (the “Warrants”) to purchase an aggregate of up to 9,731,638 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) held by RSLGH, (ii) outstanding secured convertible notes held by RSLGH with an aggregate original principal amount of $72.0 million (the “Notes”), and (iii) the Amended and Restated Shared Services Agreement originally entered into between the Company and VMS on May 20, 2025 (the “Services Agreement”). Pursuant to the Amendment, the Notes, the Warrants and the Services Agreement will be amended to remove all beneficial ownership limitations with respect to the conversion of the Notes, the exercise of the Warrants, and the exercise of certain pre-funded warrants that may be issued in the future pursuant to conversion of the Notes or under the Services Agreement. The effective date of the Amendment is October 10, 2026.

 

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to a copy of the Amendment, which is filed as Exhibit 10.1 hereto.

 

Item 2.03. Creation of a Direct Financial Obligation.

 

The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the amendment of the Notes pursuant to the Amendment is incorporated herein by reference into this Item 2.03.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the amendment of the Notes, the Warrants, and the Services Agreement pursuant to the Amendment is incorporated herein by reference into this Item 3.02.

 

The Notes and the Warrants, any future pre-funded warrants that may be issued under the Notes or the Services Agreement, and the shares of Common Stock underlying such securities (collectively, the “Securities”) were, and will be, offered and sold in transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder. RSLGH is an “accredited investor,” as defined in Regulation D, and acquired the Securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Accordingly, the Securities will not be registered under the Securities Act and the Securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

 

Item 5.01 Changes in Control of Registrant.

 

Pursuant to the Amendment, and as described in Item 1.01, the beneficial ownership limitations contained in the Notes and the Warrants held by RSLGH were removed from those instruments. As a result of the removal of those beneficial ownership limitations, the beneficial ownership of RSLGH in the Company’s Common Stock increased from 49.99% to approximately 89.9% as of August 11, 2026, which is 60 days prior to the effective date of the Amendment, in accordance with the definition of beneficial ownership set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended. As of August 10, 2026, there were 2,179,128 shares of Common Stock outstanding, of which 698,961were held by RSLGH.

 

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The aggregate consideration paid for such securities was $109.5 million, the sources of which were the working capital of Green Thumb, together with interest payable under the Notes and fees payable under the Services Agreement. There are no arrangements or understandings among Green Thumb and any other stockholders of the Company with respect to the election of directors or other matters. There are no arrangements known to the Company that may at a subsequent date result in a further change of control.

 

Descriptions of the transactions that resulted in the issuance of the Notes and the Warrants to RSLGH, and the entry into the Services Agreement with VMS, were previously reported in the definitive proxy statement on Schedule 14A filed by the Company with the Securities and Exchange Commission (the “Commission”) on July 9, 2026 (the “Proxy Statement”) and in the Company’s Annual Report on Form 10-K filed with the Commission on March 3, 2026, which descriptions are incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

Also on August 10, 2026, at the Special Meeting, the Company’s shareholders approved issuance of shares of Common Stock to the holders (including RSLGH) of certain convertible promissory notes (including the Notes) and warrants (including the Warrants) and pursuant to the Services Agreement in accordance with Nasdaq Listing Rule 5635. Of the Company’s 2,179,128 shares of common stock issued and outstanding and eligible to vote as of the record date of June 26, 2026, 1,128,854 shares, or approximately 51.8% of the eligible shares, were represented at the Special Meeting either in person or by proxy, constituting a quorum. A description of the matter voted upon at the Special Meeting is described in the Proxy Statement. The voting results were:

 

Proposal 1 – To Approve the Issuance of Shares of Common Stock

 

The vote to approve the issuance of shares of Common Stock to the holders of certain convertible promissory notes and warrants and pursuant to shared services agreements in accordance with Nasdaq Listing Rule 5635, was as follows:
 

Votes For   Votes Against   Votes Abstained  
1,118,058   10,049   747  

 

Item 9.01. Financial Statement and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
10.1   Amendment to Secured Convertible Notes, Pre-Funded Common Stock Purchase Warrants, and Amended and Restated Shared Services Agreement effective October 10, 2026, among RYTHM, Inc., RSLGH, LLC and Vision Management Services, LLC
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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: August 11, 2026 By:  /s/ Brad Asher
    Brad Asher
    Chief Financial Officer

 

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Source: View Original Filing on SEC EDGAR

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