{"url_path":"/sec/rym/8-k/2026-08-11/item-5-01","section_key":"item-5-01","section_title":"Item 5.01 Changes in Control of Registrant.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1800637/0001213900-26-087480-index.html","accession_number":"0001213900-26-087480","cik":"0001800637","ticker":"RYM","issuer_name":"RYTHM, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1800637/0001213900-26-087480-index.html","primary_entity_key":"0001800637","primary_entity_name":"RYTHM, Inc."},"word_count":284,"has_tables":true,"body_markdown":"** **\n\n**Item 5.01 Changes in Control of Registrant.**\n\n \n\nPursuant to the Amendment, and as described in Item 1.01, the\nbeneficial ownership limitations contained in the Notes and the Warrants held by RSLGH were removed from those instruments. As a result\nof the removal of those beneficial ownership limitations, the beneficial ownership of RSLGH in the Company’s Common Stock increased\nfrom 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\nwith the definition of beneficial ownership set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended. As of August\n10, 2026, there were 2,179,128 shares of Common Stock outstanding, of which 698,961were held by RSLGH.\n\n \n\n1\n\n \n\n \n\nThe aggregate consideration paid for such securities was $109.5 million,\nthe sources of which were the working capital of Green Thumb, together with interest payable under the Notes and fees payable under the\nServices Agreement. There are no arrangements or understandings among Green Thumb and any other stockholders of the Company with respect\nto the election of directors or other matters. There are no arrangements known to the Company that may at a subsequent date result in\na further change of control.\n\n \n\nDescriptions of the transactions that resulted in the issuance of the\nNotes and the Warrants to RSLGH, and the entry into the Services Agreement with VMS, were previously reported in the definitive proxy\nstatement on [Schedule 14A](https://www.sec.gov/Archives/edgar/data/1800637/000121390026076533/ea0295890-02.htm) filed by the Company with the Securities and Exchange Commission (the “Commission”) on July\n9, 2026 (the “Proxy Statement”) and in the Company’s Annual Report on [Form 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001800637/000121390026023069/ea0277197-10k_rythm.htm) filed with the Commission on March\n3, 2026, which descriptions are incorporated herein by reference."}