{"filing":{"accession_number":"0001213900-26-087480","cik":"0001800637","ticker":"RYM","company_name":"RYTHM, Inc.","form":"8-K","filing_date":"2026-08-11","report_date":"2026-08-10","primary_document":"ea0301464-8k_rythm.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1800637/000121390026087480/ea0301464-8k_rythm.htm"},"events":[{"id":26825,"run_id":24399,"accession_number":"0001213900-26-087480","anchor_item_number":"5.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"summary":"RYTHM entered into a material amendment agreement with Green Thumb subsidiaries (RSLGH and VMS) that removed beneficial ownership limitations on $72 million in convertible notes and 9.7 million pre-funded warrants, resulting in RSLGH's beneficial ownership increasing from 49.99% to approximately 89.9%, constituting a material change of control.","company_name":"RYTHM, Inc.","ticker":"RYM","filing_date":"2026-08-11","form":"8-K","submitted_at":null,"items":[{"id":28094,"accession_number":"0001213900-26-087480","item_number":"1.01","item_title":"Entry Into a Material Definitive Agreement","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.72,"reasoning":"The Company entered into a material amendment agreement with Green Thumb subsidiaries (RSLGH and VMS) that modifies the terms of $72 million in convertible notes, 9.7 million pre-funded warrants, and a shared services agreement by removing beneficial ownership limitations. While this is technically an amendment rather than a new M\u0026A transaction, the removal of ownership caps on conversion and exercise rights—coupled with the related-party nature (Green Thumb's CEO chairs RYTHM and sits on its board) and the stockholder approval requirement evidenced by the special meeting—suggests a material restructuring of the Company's capital structure and control dynamics that warrants classification as M\u0026A-adjacent activity under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-11T11:01:46.546117+00:00","company_name":"","ticker":null,"filing_date":""},{"id":28097,"accession_number":"0001213900-26-087480","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"This disclosure reports a material change of control resulting from removal of beneficial ownership limitations in Notes and Warrants held by RSLGH (Green Thumb Industries), causing RSLGH's beneficial ownership to increase from 49.99% to approximately 89.9% as of August 11, 2026. The filing explicitly cites Item 5.01 (Changes in Control) and references Item 1.01 transactions involving $109.5 million in aggregate consideration, constituting a change of control event material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-11T11:01:46.546117+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":26826,"run_id":24399,"accession_number":"0001213900-26-087480","anchor_item_number":"2.03","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"summary":"The Company amended existing convertible promissory notes, modifying the terms of a direct financial obligation totaling $72 million in aggregate principal.","company_name":"RYTHM, Inc.","ticker":"RYM","filing_date":"2026-08-11","form":"8-K","submitted_at":null,"items":[{"id":28095,"accession_number":"0001213900-26-087480","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 2.03 discloses an amendment to existing Notes, which constitutes a modification of a direct financial obligation. The cross-reference to Item 1.01 indicates this is a material amendment to debt instruments. While the specific terms are not detailed in this excerpt, amendments to notes typically create or modify material financial obligations and are reportable under Item 2.03.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-11T11:01:46.546117+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":26827,"run_id":24399,"accession_number":"0001213900-26-087480","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"RYTHM sold unregistered equity securities to RSLGH (a Green Thumb subsidiary), including amended convertible notes, warrants, and underlying common stock in reliance on Section 4(a)(2) and Regulation D Rule 506(b), with aggregate consideration of $109.5 million.","company_name":"RYTHM, Inc.","ticker":"RYM","filing_date":"2026-08-11","form":"8-K","submitted_at":null,"items":[{"id":28096,"accession_number":"0001213900-26-087480","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses unregistered sales of equity securities (Notes, Warrants, and underlying Common Stock) by RYTHM to an accredited investor (RSLGH) in reliance on Section 4(a)(2) and Regulation D Rule 506(b). The amendment of existing Notes, Warrants, and a Services Agreement indicates a material capital transaction involving dilutive equity instruments sold outside registered offerings—a hallmark of dilutive issuance activity at smaller public companies.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-11T11:01:46.546117+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":26828,"run_id":24399,"accession_number":"0001213900-26-087480","anchor_item_number":"5.07","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"At a Special Meeting held on August 10, 2026, RYTHM shareholders approved the issuance of common stock to holders of convertible promissory notes and warrants under Nasdaq Listing Rule 5635, with 1,118,058 votes in favor, 10,049 against, and 747 abstained.","company_name":"RYTHM, Inc.","ticker":"RYM","filing_date":"2026-08-11","form":"8-K","submitted_at":null,"items":[{"id":28098,"accession_number":"0001213900-26-087480","item_number":"5.07","item_title":"Submission of Matters to a Vote of Security Holders","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"This Item 5.07 discloses the results of a shareholder vote at a Special Meeting held on August 10, 2026, where shareholders approved the issuance of common stock to holders of convertible promissory notes and warrants under Nasdaq Listing Rule 5635. The filing presents the vote tally (1,118,058 for, 10,049 against, 747 abstained) and quorum information, which is the core disclosure required for shareholder_vote_results. The approval of dilutive equity issuance is material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-11T11:01:46.546117+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":28094,"accession_number":"0001213900-26-087480","item_number":"1.01","item_title":"Entry Into a Material Definitive Agreement","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.72,"reasoning":"The Company entered into a material amendment agreement with Green Thumb subsidiaries (RSLGH and VMS) that modifies the terms of $72 million in convertible notes, 9.7 million pre-funded warrants, and a shared services agreement by removing beneficial ownership limitations. While this is technically an amendment rather than a new M\u0026A transaction, the removal of ownership caps on conversion and exercise rights—coupled with the related-party nature (Green Thumb's CEO chairs RYTHM and sits on its board) and the stockholder approval requirement evidenced by the special meeting—suggests a material restructuring of the Company's capital structure and control dynamics that warrants classification as M\u0026A-adjacent activity under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-11T11:01:46.546117+00:00","company_name":"RYTHM, Inc.","ticker":"RYM","filing_date":"2026-08-11"},{"id":28095,"accession_number":"0001213900-26-087480","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 2.03 discloses an amendment to existing Notes, which constitutes a modification of a direct financial obligation. The cross-reference to Item 1.01 indicates this is a material amendment to debt instruments. While the specific terms are not detailed in this excerpt, amendments to notes typically create or modify material financial obligations and are reportable under Item 2.03.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-11T11:01:46.546117+00:00","company_name":"RYTHM, Inc.","ticker":"RYM","filing_date":"2026-08-11"},{"id":28096,"accession_number":"0001213900-26-087480","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses unregistered sales of equity securities (Notes, Warrants, and underlying Common Stock) by RYTHM to an accredited investor (RSLGH) in reliance on Section 4(a)(2) and Regulation D Rule 506(b). The amendment of existing Notes, Warrants, and a Services Agreement indicates a material capital transaction involving dilutive equity instruments sold outside registered offerings—a hallmark of dilutive issuance activity at smaller public companies.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-11T11:01:46.546117+00:00","company_name":"RYTHM, Inc.","ticker":"RYM","filing_date":"2026-08-11"},{"id":28097,"accession_number":"0001213900-26-087480","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"This disclosure reports a material change of control resulting from removal of beneficial ownership limitations in Notes and Warrants held by RSLGH (Green Thumb Industries), causing RSLGH's beneficial ownership to increase from 49.99% to approximately 89.9% as of August 11, 2026. The filing explicitly cites Item 5.01 (Changes in Control) and references Item 1.01 transactions involving $109.5 million in aggregate consideration, constituting a change of control event material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-11T11:01:46.546117+00:00","company_name":"RYTHM, Inc.","ticker":"RYM","filing_date":"2026-08-11"},{"id":28098,"accession_number":"0001213900-26-087480","item_number":"5.07","item_title":"Submission of Matters to a Vote of Security Holders","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"This Item 5.07 discloses the results of a shareholder vote at a Special Meeting held on August 10, 2026, where shareholders approved the issuance of common stock to holders of convertible promissory notes and warrants under Nasdaq Listing Rule 5635. The filing presents the vote tally (1,118,058 for, 10,049 against, 747 abstained) and quorum information, which is the core disclosure required for shareholder_vote_results. The approval of dilutive equity issuance is material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-11T11:01:46.546117+00:00","company_name":"RYTHM, Inc.","ticker":"RYM","filing_date":"2026-08-11"}]}