Double or Nothing LLC and its members report a significant passive stake in , Inc. As of December 31, 2025, they may be deemed to beneficially own 227,995 shares of common stock, representing 9.9% of the outstanding class.
This includes 211,386 shares of common stock and 133,109 shares underlying pre-funded warrants that cannot be exercised above a 9.99% ownership cap. Joel Gott and Charles Bieler, as members of Double or Nothing LLC, may be deemed beneficial owners but each disclaims beneficial ownership beyond any pecuniary interest. They certify the holdings are not for changing or influencing control of the issuer.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
RYTHM, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
00853E404
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
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
CUSIP No.
00853E404
1
Names of Reporting Persons
DOUBLE OR NOTHING LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CALIFORNIA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
227,995.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
227,995.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
227,995.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Includes (i) 211,386 shares of common stock and (ii) 133,109 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
CUSIP No.
00853E404
1
Names of Reporting Persons
Charles Bieler
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
227,995.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
227,995.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
227,995.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Includes (i) 211,386 shares of common stock and (ii) 133,109 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
CUSIP No.
00853E404
1
Names of Reporting Persons
Joel Gott
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
227,995.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
227,995.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
227,995.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Includes (i) 211,386 shares of common stock and (ii) 133,109 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
Item 1.
(a)
Name of issuer:
RYTHM, Inc.
(b)
Address of issuer's principal executive offices:
2220 HICKS ROAD, SUITE 210, 2220 HICKS ROAD, SUITE 210, ROLLING MEADOWS, ILLINOIS, 60008.
Item 2.
(a)
Name of person filing:
This statement is being filed by (i) Double or Nothing LLC, a California limited liability company ("DON"), (ii) Charles Bieler, and (iii) Joel Gott ("Mr. Bieler" and "Mr. Gott," together with DON, the "Reporting Persons"). Mr. Bieler and Mr. Gott are the members of DON. As such, Mr. Bieler and Mr. Gott may each be deemed to be the beneficial owner of all shares of Common Stock held by DON. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. Each of the Reporting Persons disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.
(b)
Address or principal business office or, if none, residence:
PO Box 539, Saint Helena, CA 94574
(c)
Citizenship:
DON is a California limited liability company. Each of Mr. Bieler and Mr. Gott is an individual who is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, $0.001 par value
(e)
CUSIP No.:
00853E404
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2025 and is incorporated herein by reference. The pre-funded warrants held by DON contain provisions which precludes the exercise of such pre-funded warrants to the extent that, following exercise, the holder, together with its affiliates and other attribution parties, would own more than 9.99% of the common stock outstanding immediately following exercise. The shares of common stock listed as beneficially owned in Rows 6, 8 and 9 of the cover page for each Reporting Person and the percentage set forth in Row 11 of the cover page for each Reporting Person give effect to such limitation.
(b)
Percent of class:
As of December 31, 2025, each of the Reporting Persons may be deemed to be the beneficial owner of 9.99% of the total number of shares of common stock of the Issuer outstanding.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What ownership stake in RYM does Double or Nothing LLC report on this Schedule 13G/A?
Double or Nothing LLC reports beneficial ownership of 227,995 shares of RYM common stock, representing 9.9% of the class. This figure includes both currently held shares and shares underlying pre-funded warrants, calculated as of December 31, 2025 under a 9.99% ownership cap.
How many RYM common shares and warrants are included in the reported 9.9% stake?
The reported 9.9% stake in RYM includes 211,386 shares of common stock and 133,109 shares of common stock underlying pre-funded warrants. These totals are used to calculate the 227,995 shares beneficially owned, subject to a 9.99% beneficial ownership limitation.
Who are the reporting persons on the RYM Schedule 13G/A amendment?
The reporting persons are Double or Nothing LLC, a California limited liability company, and its members, individuals Joel Gott and Charles Bieler. Each may be deemed to beneficially own RYM shares held by Double or Nothing LLC, while disclaiming beneficial ownership beyond any pecuniary interest.
What is the beneficial ownership limitation on Double or Nothing LLC’s RYM pre-funded warrants?
The pre-funded warrants held by Double or Nothing LLC include a 9.99% beneficial ownership limitation. They cannot be exercised if doing so would cause the holder, together with affiliates and attribution parties, to own more than 9.99% of RYM’s outstanding common stock immediately after exercise.
Does the RYM Schedule 13G/A filing indicate an intent to influence control of the company?
The reporting persons certify that the RYM securities were not acquired and are not held for the purpose of changing or influencing control. They also state the holdings are not in connection with any transaction intended to have that control-changing effect.
How is voting and dispositive power over the RYM shares allocated among the reporting persons?
The filing reports zero sole voting and dispositive power and 227,995 shares of shared voting and shared dispositive power for each reporting person. This reflects that Double or Nothing LLC, Joel Gott, and Charles Bieler share authority over the reported RYM securities.
