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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): October 13, 2026
RYTHM,
INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-39946 |
|
30-0943453 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
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
October 13, 2026, VCP IP Holdings, LLC (“VCP”), a wholly owned subsidiary of RYTHM, Inc. (the “Company”), and
GTI Core, LLC (“GTI Core”), an indirect wholly owned subsidiary of Green Thumb Industries Inc. (“Green Thumb”),
entered into an amendment (the “Amendment”) to their existing Trademark and Recipe License Agreement dated August 27, 2025
(as previously amended, the “August 2025 License Agreement”). The Amendment adds the Company’s Señorita brand
to the intellectual property licensed to GTI Core.
The
Amendment was entered into in light of upcoming changes to federal law governing hemp-derived THC products. Under the Amendment, if and
to the extent the Company and its affiliates are or become legally permitted, consistent with applicable Nasdaq listing standards, to
commercialize the Señorita brand outside state-regulated dispensary channels, the Company and its affiliates will have
the exclusive right to do so, and GTI Core’s rights will be limited to state-regulated dispensary channels. As consideration for
the additional license rights, the base licensing fees under the August 2025 License Agreement increased by $250,000 per year, subject
to adjustment as provided in that agreement. All other terms of the August 2025 License Agreement remain unchanged.
As
previously reported, under the August 2025 License Agreement, which was also amended on March 31, 2026, VCP granted 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. Green Thumb is an indirect owner of
approximately 32% of the Company’s outstanding common stock and has the right (through one or more of its subsidiaries) to acquire
additional shares that could increase its beneficial ownership to approximately 90%. Benjamin Kovler, Chairman and Chief Executive Officer
of Green Thumb, serves as Chairman and Interim Chief Executive Officer of the Company, and Company director Armon Vakili serves as Green
Thumb’s Vice President of Strategic Partners and Initiatives.
The
foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text
of the Amendment, which is filed as Exhibit 10.1 and incorporated by reference herein.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Amendment No. 2 to Trademark and Recipe License Agreement, dated October 13, 2026, by and between VCP IP Holdings, LLC and GTI Core, LLC |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
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: October 16, 2026 |
By: |
/s/ Brad Asher
|
| |
|
Brad Asher |
| |
|
Chief Financial Officer |
