News & Events

Results of Operations and Financial Condition. On May 5. 2026, RYTHM, Inc. (the “Company”) issued a press release announcing financial results for the quarter ended March 31, 2026. A copy of the release is attached as Exhibit 99.1. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This information will not be deemed to be incorporated b…

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 outstandi…

Results of Operations and Financial Condition. On March 3, 2026, RYTHM, Inc. (the “Company”) issued a press release announcing financial results for the quarter and year ended December 31, 2025. A copy of the release is attached as Exhibit 99.1. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This information will not be deemed to be…

Results of Operations and Financial Condition. On November 7, 2025, RYTHM, Inc. (the “Company”) issued a press release announcing financial results for the quarter ended September 30, 2025. A copy of the release is attached as Exhibit 99.1. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This information will not be deemed to be incor…

Creation of a Direct Financial Obligation. The information set forth in

Regulation FD Disclosure. On August 27, 2025, the Company issued a press release announcing the acquisition of VCP, the entry into the License Agreement, and the Name Change, 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

Termination of a Material Definitive Agreement. As previously disclosed, on May 20, 2025, concurrently with the execution of the Purchase Agreement, Core Growth LLC (“Core Growth”), an indirect wholly-owned subsidiary of the Company, entered into (i) a License Agreement (the “Beboe License Agreement”) with For Success Holding Company (“For Success”), an indirect wholly-owned subsidiary of Green Thumb, pursuant to which For Success granted to Core Growth a license to use certain intellectual p…

The Notes, the Existing Notes, the Pre-Funded Warrants, the shares of Common Stock and the shares of Common Stock underlying the Notes, the Existing Notes and any Pre-Funded Warrants (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. Each recipient of such securities is an “accredited i…

The Company has determined that the acquisition of VCP and its intellectual property assets pursuant to the Purchase Agreement does not constitute the purchase of a “business” within the meaning of Rule 11-01(d) of Regulation S-X and therefore, no financial statements, including pro forma financial information, are required to be filed in connection with the acquisition.

Entry Into a Material Definitive Agreement Purchase Agreement On August 27, 2025, Agrify Corporation (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) with VCP23, LLC (the “Seller”), an indirect wholly-owned subsidiary of Green Thumb Industries Inc. (“Green Thumb”), pursuant to which the Company acquired all of the equity interests in VCP IP Holdings, LLC (“VCP”). Green Thumb is an indirect owner of 35% of the outstanding shares of common stock of the Company (“Comm…

Entry Into a Material Definitive Agreement Purchase Agreement On May 20, 2025, Agrify Corporation (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) with VCP IP Holdings, LLC (“VCP”), an indirect wholly-owned subsidiary of Green Thumb Industries Inc. (“Green Thumb”), pursuant to which the Company acquired all of the equity interests in MC Brands LLC (“MC Brands”) and its wholly-owned subsidiary Core Growth LLC (“Core Growth” and, together with MC Brands, the “Acquire…

The Notes, the Existing Note, the Pre-Funded Warrants, the shares of Common Stock and the shares of Common Stock underlying the Note, the Existing Notes and any Pre-Funded Warrants (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. Each recipient of such securities is an “accredited inv…

Creation of a Direct Financial Obligation. The information set forth in

Costs Associated with Exit or Disposal Activities. On March 30, 2025, the Board of Directors (the “Board”) of Agrify Corporation (the “Company”) approved the discontinuation (the “Discontinuation”) of the Company’s legacy extraction business, which includes hydrocarbon, alcohol, solventless, post-processing, and lab equipment (the “Extraction Business”), in order to refocus the Company’s resources on its hemp-derived beverage business. In connection with the Discontinuation, the Company expec…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers. On March 19, 2025, the Board of Directors of the Company appointed Brad Asher, 39, to serve as its Chief Financial Officer and its principal financial and accounting officer effective March 24, 2025. Mr. Asher will also serve as the CFO – Hemp of Green Thumb as of March 24, 2025, and will continue in that role following his appointment as the Company…

Entry Into a Material Definitive Agreement. On March 21, 2025, Agrify Corporation (the “Company”) entered into the Shared Services Agreement (the “Agreement”) with Vision Management Services, LLC (“VMS”), a subsidiary of Green Thumb Industries Inc. (“Green Thumb”). Green Thumb is an indirect owner of 34% of the outstanding common stock and common stock underlying warrants of the Company. The Agreement provides that VMS, will provide the services typically performed by a chief financial office…

Results of Operations and Financial Conditions. Also on March 21, 2025, the Company issued a press release announcing financial results for the quarter and year ended December 31, 2024. A copy of the release is attached as Exhibit 99.1. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This information will not be deemed to be incorpora…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Director On January 31, 2025 (the “Effective Date”), Richard Drexler resigned as a member of the Board of Directors (the “Board”) of Agrify Corporation (the “Company”). Mr. Drexler’s resignation did not result from any disagreement regarding the Company’s operations, policies or practices. Appointment of Directors On the Effective Da…