What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-03-03 compared with 2025-03-21 · 314 added, 226 removed, 34 unchanged (94% of the section changed)

Unless otherwise stated

or the context otherwise requires, references in this report to “Agrify”, the “Company,” “we,” “us,”

“our,” or similar references mean Agrify Corporation and its subsidiaries on a consolidated basis.

Unless otherwise stated or the context otherwise requires, references

in this report to “RYTHM”, the “Company,” “we,” “us,” “our,” or similar references

mean RYTHM, Inc.

and its subsidiaries on a consolidated basis.

Business Overview

Agrify is a developer of branded innovative solutions for the cannabis

and hemp industries.

Our Señorita brand offers consumers hemp-derived tetrahydrocannabinol (“THC”) beverages that mirror

well-known cocktails like a margarita – in three flavors – classic Lime Jalapeño Margarita, Mango Margarita, and Paloma.

Known for its clean, fresh taste and commitment to high-quality, natural ingredients, Señorita offers a low-sugar, low-calorie

alternative to alcoholic beverages and is available at top retailers including Total Wine, ABC Fine Wine & Spirits, and Binny’s

states and Canada, with plans for expansion and future availability in premier on-premises destinations.

In addition to beverages,

Agrify has also historically been a leading provider of innovative cultivation and extraction solutions for the cannabis industry.

comprehensive extraction product line, which includes hydrocarbon, alcohol, solventless, post-processing, and lab equipment, empowers

producers to maximize the quantity and quality of extract required for premium concentrates.

Additionally, prior to its sale on December

31, 2024, our proprietary micro-environment-controlled Agrify Vertical Farming Units (“VFUs”) enabled cultivators to produce

high quality products for the cannabis industry.

Corporate Developments

Sale of Cultivation Business

On December 31, 2024, we

entered into and closed an Asset Purchase Agreement (the “Cultivation Purchase Agreement”) with CP Acquisitions, LLC (“CP”),

an entity affiliated with Raymond Chang, our former Chairman and Chief Executive Officer.

Under the Cultivation Purchase Agreement, CP

acquired assets from us relating to our VFU business, including the related Agrify total turnkey (“TTK”) solution assets

and Agrify Insights TM software solutions (collectively, the “Cultivation Business”).

The aggregate consideration

received by us for the sale of the Cultivation Business consisted of the assumption by CP of (i) all of our obligations pursuant secured

indebtedness then held by CP with an aggregate amount of principal and accrued interest of approximately $7 million, and (ii) certain

other liabilities relating to the Cultivation Business.

February 2025 Changes in Directors

On February 5, 2025 the Company announced that Peter Shapiro and Sanjay

Tolia were appointed to our Board of Directors (the “Board”) effective January 31, 2025.

The Company also announced Richard

Drexler’s departure from the Board effective as of January 31, 2025.

Señorita Acquisition

On December 12, 2024, we closed an Asset Purchase Agreement (the “Purchase

Agreement”) for the acquisition of substantially all of the assets of Double or Nothing LLC (“Double or Nothing”) in

connection with its Señorita brand of beverages containing hemp-derived cannabinoids.

Under the Purchase Agreement, we acquired

the Señorita brand of beverages and related assets from Double or Nothing relating to the portions of its business operating in

compliance with Canadian law and under the Agricultural Improvement Act of 2018 (the “2018 Farm Bill”) and applicable state

Private Placement

On November 20, 2024, we raised gross proceeds of approximately $25.9

million in a private placement following the closing of certain securities purchase agreements with institutional investors and other

accredited investors.

In connection with the private placement, we issued (i) 203,988 shares Common Stock and (ii) pre-funded warrants

to purchase up to an aggregate of 949,515 shares of common stock at a purchase price per share of Common Stock of $22.30 and a purchase

price per pre-funded warrant of $22.2999.

Convertible Note

On November 5, 2024, we issued

a Secured Convertible Note (the “Note”) to RSLGH, LLC (the “Investor”), a subsidiary of Green Thumb Industries

(“Green Thumb”).

The Note is a secured obligation and ranks senior to all of our indebtedness except for certain indebtedness

set forth in the Note.

The Note will mature on November 5, 2025 (the “Maturity Date”) and contains a 10.0% annualized interest

rate, with interest to be paid on the first calendar day of each September and March while the Note is outstanding, in cash, beginning

January 1, 2025.

The principal amount of the Note will be payable on the Maturity Date.

2024 Board and Management Changes

Also on November 5, 2024, immediately following the issuance of the

Note, Raymond Chang, our prior CEO and Chairman, resigned as a member of the Board and any subsidiaries and as President and Chief Executive

Officer of the Company, and I-Tseng Jenny Chan resigned as a member of the Board.

Benjamin Kovler, Armon Vakili and Richard Drexler replaced

Raymond Chang and I-Tseng Jenny Chan on the Board and Benjamin Kovler assumed the position of Interim CEO.

Effective May 17, 2024, Leonard

Sokolow resigned as a member of the Board and its committees.

Effective December 3, 2024, Brian Towns resigned from his roles as the Company’s

Executive Vice President and General Manager of Extraction Division to pursue other opportunities.

On December 31, 2024, in connection

with the Cultivation Purchase Agreement, David Kessler ceased serving as the Company’s Chief Science Officer, Executive Vice President

and General Manager of Cultivation.

Lines of Business

Hemp-Derived Beverages

We acquired the Señorita brand of hemp-derived THC beverages

in December 2024.

Señorita was designed and formulated by world-class winemakers Charles Bieler and Joel Gott.

Recognizing a growing

generational demand for adult beverage alternatives, Bieler and Gott gave the classic margarita a modern twist—replacing alcohol

with hemp-derived THC to create a delightful, hangover-free beverage alternative.

Through the use of all-natural, premium ingredients

like organic Mexican agave, fresh lime juice and sweet, tangy mango, Señorita quickly gained acclaim, taking home the top spot

in The High Times Cannabis Cup just one year after inception.

Gott and Bieler continue to collaborate on the brand with Mr.

the Agrify team.

Señorita currently offers three award-winning flavors –

classic Lime Jalapeño Margarita, Mango Margarita and Paloma.

A fourth flavor, low-calorie Ranch Water, is expected to debut in

Señorita’s hemp-derived beverages comply with the 2018 Farm Bill and are currently available at top retailers including

Total Wine, ABC Fine Wine & Spirits, and Binny’s in nine U.S.

(formerly Agrify

Corporation) (together with its subsidiaries, the “Company” or “RYTHM”) delivers well-being to consumers through

its portfolio of hemp-derived tetrahydrocannabinol (“hemp-derived THC”) products and iconic licensed brands.

The Company’s

portfolio of consumer-packaged goods brands includes RYTHM, incredibles, Dogwalkers, Beboe, &Shine, Doctor Solomon’s, Good

Green and Señorita.

The RYTHM and Señorita brands offer consumers hemp-derived THC beverages and are sold at top retailers,

online and through direct-to-retail partnerships.

The Señorita brand mirrors well-known cocktails like a margarita – in

four flavors – classic Lime Jalapeño Margarita, Mango Margarita, Paloma and Ranch Water.

Known for its clean, fresh taste

and commitment to high-quality, natural ingredients, Señorita offers a low-sugar, low-calorie alternative to alcoholic beverages

and is available in fifteen U.S.

states and Canada including at top retailers such as Total Wine, ABC Fine Wine & Spirits, and Binny’s.

The RYTHM branded beverage comes in two fruit-driven flavors with effect-based ingredients.

Other hemp-derived products including incredibles

and Beboe edible products are primarily sold online and through direct-to-retail partnerships.

In addition to the sale of hemp-derived

products (“Non-licensing Revenue”), the Company licenses its brands to be manufactured and distributed in exchange for a

licensing fee (“Licensing Revenue”).

RYTHM has also historically

been a leading provider of innovative cultivation and extraction solutions for the cannabis industry.

Prior to the exit of the extraction

business on March 30, 2025, the Company’s comprehensive extraction product line (“the Extraction Business”), which

included hydrocarbon, alcohol, solventless, post-processing, and lab equipment, empowered cannabis producers to maximize the quantity

and quality of extract required for premium concentrates.

Additionally, prior to its sale on December 31, 2024, the Company’s proprietary

micro-environment-controlled Agrify Vertical Farming Units (“VFUs”) enabled cultivators to produce high quality products

for the cannabis industry.

Recent Developments

Following our acquisition

of VCP IP Holdings, LLC and the RYTHM brand, we changed our name from Agrify Corporation to RYTHM, Inc.

effective as of September

2, 2025, and changed our ticker symbol on the Nasdaq Capital Market from AGFY to RYM effective as of the market open on that date.

Convertible Note Issuances

On November 5, 2024, we

issued a Secured Convertible Note (the “November 2024 Note”) with an original principal amount of $10.0 million to

RSLGH, LLC (“RSLGH”), a subsidiary of Green Thumb Industries Inc.

(“Green Thumb”), a related party.

November 3, 2025, RSLGH elected to convert the outstanding principal and interest through November 3, 2025, into pre-funded warrants

subject to a 49.99% beneficial ownership limitation and any required approval of stockholders under Nasdaq listing rules.

outstanding principal and accrued interest amounts of $10 million and $175 thousand respectively, resulted in the issuance of

3,167,564 and 55,433 pre-funded warrants, respectively.

Each pre-funded warrant represents the right to acquire one share of our

common stock.

On May 22, 2025, we issued

Secured Convertible Notes with an aggregate original principal amount of $30.0 million (the “May 2025 Notes”) to RSLGH and

to certain other accredited investors.

The May 2025 Notes mature on November 22, 2026 and are convertible into shares of common stock

or, at the holder’s election, pre-funded warrants, at a conversion price of $23.53, subject to a 49.99% beneficial ownership limitation

for RSLGH, a 4.99% beneficial ownership limitation for the other holders, and any required approval of stockholders under Nasdaq listing

On August 25, 2025, we issued

Secured Convertible Notes with an aggregate original principal amount of $50.0 million (the “August 2025 Notes” and, collectively

with the November 2024 Note and the May 2025 Notes, the “Notes”) to RSLGH and to certain other accredited investors.

August 2025 Notes will mature on February 25, 2027 and are convertible into shares of common stock or, at the holder’s election,

pre-funded warrants, at a conversion price of $29.475, subject to a 49.99% beneficial ownership limitation for RSLGH, a 4.99% beneficial

ownership limitation for the other holders, and any required approval of stockholders under Nasdaq listing rules.

Each Note is a secured obligation

and ranks senior to all of our indebtedness except for the other Notes.

Each Note accrues interest at a 10.0% annualized rate, with interest

to be paid on the first calendar day of each September and March while the Note is outstanding, which may be paid in the form of pre-funded

warrants or, in the case of the August 2025 Notes and at the election of the holders of a majority of the August 2025 Notes, cash or

common stock, subject to any applicable Nasdaq restrictions.

The principal amount of each Note will be payable on its applicable maturity

The Notes impose certain

customary affirmative and negative covenants upon us.

If an event of default under a Note occurs, the holder can elect to redeem the

Note for cash equal to the then-outstanding principal amount of the Note (or such lesser principal amount accelerated by the applicable

holder), plus accrued and unpaid interest, including default interest, which accrues at a rate per annum equal to 14% from the date of

a default or event of default.

Shared Services Agreements

On May 20, 2025, we entered

into an Amended and Restated Shared Services Agreement (the “Services Agreement”) with Vision Management Services, LLC (“VMS”),

an indirect wholly-owned subsidiary of Green Thumb, a related party.

Under the Services Agreement, VMS provides certain administrative,

supply chain, operations management, sales and marketing, and technical services to us and our subsidiaries.

As consideration for those

services, we pay VMS service fees equal to (i) 125% of the costs incurred by VMS in connection with any services provided by non-dedicated

personnel, including the applicable portion of salary, bonus, equity compensation cost, health care and other benefits, and (ii) 100%

of such costs incurred by VMS in connection with services provided by dedicated personnel and any third-party costs incurred in connection

with the services.

The service fees are payable in cash or, upon mutual agreement of us and VMS and to the extent permitted under applicable

Nasdaq listing rules, in common stock or in pre-funded warrants, with the value per share of common stock or pre-funded warrant being

equal to $26.68.

The maximum cost for services provided by non-dedicated personnel during the one-year term of the Services Agreement

may not exceed $3.0 million unless the parties otherwise agree in writing.

The Services Agreement is for a term of one year, is terminable

by either party on 90 days’ notice for any or no reason, and will automatically renew for successive one-year terms unless terminated

by either party at least thirty days prior to the end of the applicable term.

On March 21, 2025, we entered

into a Shared Services Agreement (the “CFO Services Agreement”) with VMS, pursuant to which Brad Asher provides his services

as Chief Financial Officer.

As consideration for those services, we pay VMS a monthly fee based on its direct costs in providing such

services, with a maximum of $72,552 per month.

The CFO Services Agreement has a term of one year, is terminable by either party on 90

days’ notice for any or no reason, and will automatically renew for successive one year terms unless terminated by either party

at least thirty days prior to the end of the applicable term.

As a result of the services provided under the Services Agreement and the

CFO Services Agreement, we do not have any direct employees other than our Interim Chief Executive Officer.

Licensing Revenue

On May 20, 2025, we acquired

from VCP IP Holdings, LLC (“VCP”) an indirect wholly-owned subsidiary of Green Thumb, a related party, 100% of the equity

interests of MC Brands, LLC pursuant to which we obtained rights relating to MC Brands, LLC and its wholly-owned subsidiary Core Growth

LLC (together referred to as “MC Brands”) the assets of which consist primarily of intellectual property rights to the incredibles

Concurrent with the transaction, we entered into a license agreement with GTI Core, LLC, (“GTI Core”), an indirect

subsidiary of Green Thumb, pursuant to which GTI Core was granted the right to use the incredibles brand in connection with its existing

Consideration payable by GTI Core under the license agreement consists of a monthly license fee payable in cash.

recognizing licensing revenue under this agreement in May 2025.

On August 27, 2025, we acquired

from VCP23, LLC an indirect wholly-owned subsidiary of Green Thumb, 100% of the equity interests of VCP IP Holdings, LLC pursuant to which

we obtained rights relating to VCP IP Holdings, LLC, the assets of which consist primarily of intellectual property

rights to the RYTHM, Beboe, Dogwalkers, Doctor Solomon’s, & Shine, and Good Green brands (these rights, together with the incredibles

brand rights, referred to as “Brand Rights”).

Concurrent with the transaction, we entered into a license agreement with GTI

Core pursuant to which GTI Core was granted the right to use the Brand Rights in connection with its existing businesses.

Consideration

payable by GTI Core under the license agreement consists of a monthly license fee payable in cash.

We began recognizing licensing revenue

under this agreement in November 2025.

The MC Brands and VCP purchase agreements also granted Green Thumb or its affiliates certain repurchase

rights, which may be triggered by events outside of the control of Green Thumb and the Company.

Hemp-Derived Products

We acquired the

Señorita brand of hemp-derived THC beverages in December 2024.

Señorita was designed and formulated by world-class

winemakers Charles Bieler and Joel Gott.

Recognizing a growing generational demand for adult beverage alternatives, Mr.

Gott gave the classic margarita a modern twist—replacing alcohol with hemp-derived THC to create a delightful adult

beverage alternative.

Through the use of all-natural, premium ingredients like organic Mexican agave, fresh lime juice and sweet,

tangy mango, Señorita quickly gained acclaim, taking home the top spot in The High Times Cannabis Cup just one year after

Bieler continue to collaborate on the brand with Mr.

Kovler and the RYTHM team.

Señorita currently

offers four award-winning flavors – classic Lime Jalapeño Margarita, Paloma, Mango Margarita, and Ranch Water.

hemp-derived beverages are currently available at top retailers including Total Wine, ABC Fine Wine & Spirits, and Binny’s

in fifteen U.S.

states and Canada.

Products are also available for direct-to-consumer

purchase where permissible under state law at senoritadrinks.com.

Extraction Solutions

Our extraction equipment and

business solutions can be used within indoor processing facilities by fully licensed cannabis and hemp cultivators and processors or in

some cases, by individual processors for individual use in compliance with applicable law.

We sell our proprietary extraction solutions

to independent, licensed cultivators and processing labs.

In light of our increased

focus on hemp-derived beverages following the Señorita acquisition, the Board is exploring a variety of alternatives for the extraction

business while focusing on optimizing shareholder value creation.

We strategically acquired four of the top brands in the extraction

space in late 2021 and early 2022:

in Precision Extraction, PurePressure, Lab Society, and Cascade Sciences.

These iconic brands encompass

everything from hydrocarbon, alcohol, and solventless extraction to distillation and post-processing.

Combined, these four acquisitions

provided what we believed to be one of the most comprehensive extraction solutions from a single provider.

Our extraction brands provide

equipment and solutions for extraction, post-processing, and testing for the cannabis and hemp industries.

The extraction, post-processing

and testing services are complementary and highly attractive areas of the supply chain.

Products are also available for direct-to-consumer purchase where permissible under state law at senoritadrinks.com.

The Company’s portfolio

of consumer-packaged goods brands includes RYTHM, incredibles, Dogwalkers, Beboe, &Shine, Doctor Solomon’s, Good Green and

The RYTHM and Señorita brands offer consumers hemp-derived THC beverages and are sold at top retailers, online

and through direct-to-retail partnerships.

The Señorita brand mirrors well-known cocktails like a margarita in four flavors and

the RYTHM branded beverage comes in two fruit-driven flavors with effect-based ingredients.

Other hemp-derived products including incredibles

and Beboe edible products are primarily sold online and through direct-to-retail partnerships.

Co-Manufacturing Arrangements

Our finished goods are manufactured

by various third-party co-manufacturers situated throughout the United States and Canada, under separate arrangements with each party.

Our co-manufacturing arrangements vary in terms and, from time to time, we may enter into manufacturing contracts with agreed upon minimum

quantities to ensure continuity of supply of certain products in certain territories.

We continue to actively seek alternative and/or

additional co-manufacturing facilities with adequate capacity and capability for the production of our various products to minimize transportation

costs as well as mitigate the risk of disruption in production.

Our ability to estimate

demand for our products is imprecise, particularly with new products, and may be less precise during periods of rapid growth or regulatory

uncertainty which is currently common in our industry.

If we materially underestimate demand for our products and/or are unable to secure

sufficient ingredients or raw materials and/or procure adequate co-manufacturing arrangements and/or obtain adequate or timely shipment

of our products, we might not be able to satisfy demand on a short-term basis.

Conversely, if demand for our products declines or does

not materialize as expected, including due to regulatory uncertainty or changes in applicable laws or regulations, we may accumulate

excess inventory, which could lead to inventory obsolescence, write-downs, or reduced margins.

Distribution Agreements

During 2025 we continued to expand distribution

of our hemp-derived products in our domestic markets.

We have entered into agreements with various distributors providing for the distribution

of certain of our hemp-derived products, subject to certain terms and conditions, which may vary depending on the form of the agreement.

Such agreements remain in effect for their then-current term as long as our products are being distributed, but are subject to specified

termination rights held by each party.

Additionally, we are entitled to terminate certain distribution agreements at any time without

cause upon payment of a termination fee, which may be material depending on the agreement.

Discontinued Operations

Cultivation Solutions

Prior to its sale on December 31, 2024, we sold proprietary cultivation

solutions to independent licensed cultivators.

The two primary products we sold were the VFUs and Agrify Insights™ software.

Prior to its sale on December

31, 2024, we sold proprietary cultivation solutions to independent licensed cultivators as part of our Cultivation Business.

primary products we sold were the VFUs and Agrify Insights™ software.

The proprietary VFU technology offered a modular, compartmentalized

micro-climate growing system for indoor vertical farming.

The VFU system was designed for craft farmers, single-state operators, and multi-state

operators who were looking to consistently produce higher-quality crops at scale.

The VFUs were designed to line up horizontally in rows,

and could be stacked vertically up to three units tall.

The VFUs were designed to

work in conjunction with the Agrify Insights™ software.

Each VFU sold included a license for Agrify Insights™ and a monthly

Software-as-a-Service (“SaaS”) subscription fee was charged per VFU.

The VFU could not operate successfully without Agrify

Insights™, and we typically charged between $1,500 to $2,400 per VFU sold annually.

Agrify Insights™ license agreements were

generally for a multi-year term, with an annual auto-renewal.

The Company’s TTK solution was the industry’s first-of-its-kind

program in which the Company engaged with qualified cannabis operators in the early phases of their business plans and provides critical

support, typically over a 10-year period, which includes:

access to capital for construction costs, the design and build-out of their

cultivation and extraction facilities, state-of-the-art cultivation and extraction equipment, subscription to the Company’s Agrify

Insights™, process design, training, implementation, proven grow recipes, product formulations, data analytics, and consumer branding.

While we have not entered into any new TTK solutions during the fiscal year ended December 31, 2024 and will not in the future, we have

previously deployed this program with certain key former customers.

The data-driven TTK solution for cultivation solutions enabled our

customers to get to market faster by providing them with seamlessly integrated hardware and software offerings as well as access to capital

and a wide range of associated services from experts including consulting, training, design, engineering, and construction.

The VFU system was designed for craft farmers, single-state operators, and

multi-state operators who were looking to consistently produce higher-quality crops at scale.

The VFUs were designed to line up horizontally

in rows, and could be stacked vertically up to three units tall.

The VFUs were designed to work in conjunction with the Agrify Insights™

Each VFU sold included a license for Agrify Insights™ and a monthly Software-as-a-Service (“SaaS”) subscription

fee was charged per VFU.

The VFU could not operate successfully without Agrify Insights™.

Agrify Insights™ license agreements

were generally for a multi-year term, with an annual auto-renewal.

Extraction Solutions

Prior to its discontinuation

on March 30, 2025, our extraction equipment and business solutions that were a part of our Extraction Business could be used within indoor

processing facilities by fully licensed cannabis and hemp cultivators and processors or in some cases, by individual processors for individual

use in compliance with applicable law.

We sold our proprietary extraction solutions to independent, licensed cultivators and processing

We had strategically acquired four brands in the extraction space in late 2021 and early 2022:

Precision Extraction, PurePressure,

Lab Society, and Cascade Sciences.

These brands encompassed hydrocarbon, alcohol, and solventless extraction and distillation and post-processing

Our extraction brands provided equipment and solutions for extraction, post-processing, and testing for the cannabis and hemp

Regulatory Landscape Overview

The regulatory landscape for products infused with hemp-derived delta-9

tetrahydrocannabinol and other psychoactive cannabinoids (collectively “hemp-derived THC”) is a source of material risk for

While the 2018 Farm Bill both defined and legalized hemp under federal law, the subsequent use of hemp to make psychoactive

or intoxicating consumer products created an unexpected new market.

This market mirrors the state-legal and federally illegal cannabis

industry, but without the rigid regulations and heavy tax burdens and without the prohibition on interstate shipping.

As the industry

expanded, lawmakers at the federal, state, and local levels raised concerns about minors’ easy access to these products, inadequate

testing, and the need for regulations governing the manufacturing, marketing, testing, sale, and transportation of hemp products.

result, to date, several states have passed laws regulating, restricting, or banning hemp-derived THC products.

In addition, during each

renewal of the 2018 Farm Bill, legislators proposed amendments that would make hemp-derived delta-9 THC products federally illegal.

these amendments have not passed, the 2018 Farm Bill is set to expire on September 30, 2025, and additional amendments seeking to curtail

the hemp industry could be introduced.

All of this creates significant uncertainty for Agrify’s business of manufacturing, marketing

and selling hemp-derived delta-9 THC products.

The regulatory

landscape for products infused with hemp-derived delta-9 tetrahydrocannabinol and other cannabinoids with intoxicating effects

(collectively “hemp-derived THC”) is a source of material risk for the Company.

While the 2018 Farm Bill (defined below)

both defined and legalized hemp under federal law, the subsequent use of hemp to make THC consumer products was reportedly not

anticipated by legislators.

Those products are similar in composition to certain state-legal and federally illegal cannabis consumer

products, but are not controlled substances and thus can be shipped via interstate commerce.

Their legal status at the federal level

also means that they generally do not fall under the same state regulatory schemes or have the same heavy tax burdens that state

legal cannabis products do.

As the industry expanded, lawmakers at the state level have begun to regulate such products, including

with age limits and manufacturing standards;

however, some states have instead passed laws restricting or prohibiting hemp-derived

THC products due to concerns raised by federal, state, and local lawmakers about minors’ access to some of these products,

inadequate testing, and other public health concerns.

Passed on November 12, 2025,

the Continuing Appropriations and Extensions Act of 2026 (H.R.

5371) (the “2026 Appropriations Act”) includes a provision

(section 781) to amend the definition of hemp in the Agricultural Improvement Act of 2018 (the “2018 Farm Bill”) to effectively

prohibit the currently commercialized hemp-derived THC products, including the Company’s products, although the change does not

become effective for 365 days from the date of enactment.

Efforts are underway to repeal, replace, or delay this amendment, but whether

any change will occur is uncertain.

If this provision of the 2026 Appropriations Act is not repealed, replaced or delayed by its effective

date, we will not be able to sell our current line of hemp-derived THC products.

In addition, this would meet one of the eligibility conditions that would permit the repurchase right to become

exercisable under the MC Brands and VCP purchase agreements.

However, satisfaction of such conditions would not obligate Green Thumb or

its affiliates to exercise the repurchase option, which remains within their discretion.

On December 18, 2025, President Trump issued

an Executive Order directing that cannabis be rescheduled from Schedule I to Schedule III (which we refer to as “rescheduling”).

The Order directs the Attorney General to “take all necessary steps to complete the rulemaking process related to rescheduling

marijuana to Schedule III of the Controlled Substances Act in the most expeditious manner.” A rescheduling may have far reaching

implications that are not yet fully understood, including potentially for hemp and hemp products.

The Executive Order also discussed

a newly proposed pilot program where CMS (Centers for Medicare & Medicaid Services), through CMMI (Center for Medicare & Medicaid

Innovation), will be able to cover the costs for certain cannabinoid based hemp therapies for seniors.

Additional details for this program

and its requirements are still pending, and it is uncertain whether the Company would be able to participate or whether the pilot program

will drive additional competition from the pharmaceutical or other industries.

Such other companies may have a longer operating history,

a higher capitalization, additional financial resources, more manufacturing and marketing experience, greater access to public equity

and debt markets and more experienced management than the Company.

In addition to the pilot program, the Executive Order directs White

House staff to work with Congress to “update the statutory definition” of hemp to allow Americans to access cannabidiol (“CBD”)

products while permitting Congress to “restrict the sale of products posing serious health risks,” and to consult with relevant

executive branch departments to “develop a regulatory framework for hemp-derived cannabinoid products, including development of

guidance on an upper limit on milligrams of THC per serving with considerations on per container limits and CBD to THC ratio requirements.”

It is unclear how this will be achieved, and whether Congress—which just revised the definition of hemp in the 2026 Appropriations

Act—will agree to further changes.

All of this regulatory volatility creates significant uncertainty for our business of selling

hemp-derived THC products.

Competitive Landscape Overview

cannabis and cannabis-related industries are, and are expected

to continue to be, competitive.

A number of other companies engage in, and may in the future engage in, cannabis-related businesses, operate

businesses in competition with us and purchase businesses and assets or make investments that we will also seek to purchase or make.

face and expect to continue to face competition from state-licensed medical and adult-use dispensaries.

cannabis and cannabis-related

industries are, and are expected to continue to be, competitive.

A number of other companies engage in, and may in the future engage

in, cannabis-related businesses, operate businesses in competition with us and purchase businesses and assets or make investments that

we will also seek to purchase or make.

We face and expect to continue to face competition from state-licensed medical and adult-use dispensaries.

Large chain stores, manufacturers,

retailers, beverage and other consumer products companies that also recognize the potential for financial success through acquisitions

and investment in the hemp-derived beverage industry could strategically acquire competitors or invest in creating their own brands.

doing so, these larger competitors could produce and sell competing products at a lower price and establish a larger brand presence.

may not have the personnel, products, marketing and distribution capabilities, and/or financial resources to compete effectively against

and investment in the hemp-derived THC beverage industry could strategically acquire competitors or invest in creating their own brands.

In doing so, these larger competitors could produce and sell competing products at a lower price and establish a larger brand presence.

We may not have the personnel, products, marketing and distribution capabilities, and/or financial resources to compete effectively against

such larger competitors.

We also face competition from

the illicit market and illegal dispensaries and cultivation operations that are unlicensed, not regulated and that are selling cannabis

or hemp products.

Any inability or unwillingness of law enforcement authorities to enforce existing laws prohibiting the unlicensed production

and sale of cannabis or hemp products could result in increased competition for us.

We also face competition

from the illicit market and illegal dispensaries and cultivation operations that are unlicensed, not regulated and that are selling cannabis

or hemp-derived THC products.

Any inability or unwillingness of law enforcement authorities to enforce existing laws prohibiting the

unlicensed production and sale of cannabis or hemp-derived THC products could result in increased competition for us.

Intellectual Property

We rely on a combination

of patent, trademark, copyright, and trade secret, including federal, state and common law rights in the U.S.

of patent, trademark, copyright, and trade secrets, including federal, state and common law rights in the U.S.

and other countries, nondisclosure

5 unchanged sentences

parties may attempt to copy aspects of our products or to obtain and use information that we regard as proprietary.

Our business is affected

by our ability to protect against misappropriation and infringement of our intellectual property, including our trademarks, service marks,

patents, domain names, copyrights and other proprietary rights.

Our business, including

the revenue we recognize through licensing our brands, is affected by our ability to protect against misappropriation and infringement of

our intellectual property, including our trademarks, service marks, patents, domain names, copyrights, brand rights, Prepaid License Rights and other proprietary rights.

Human Capital Resources

As of March 15, 2025, we had a total of 11 employees, all of whom were

employed full-time.

None of our employees are subject to collective bargaining agreements.

In addition, we rely on a shared services agreement

with Green Thumb to provide much of our human capital needs.

As of March 3, 2026, our human capital resources are predominantly

provided pursuant to shared services agreements with Green Thumb, which are largely focused on sales and marketing functions.

date, we had one employee and approximately 50 dedicated consultants.

Environmental Regulations

We are not aware of any environmental

laws that have been enacted, nor are we aware of any such laws being contemplated for the future, that directly impact our business.

Implications of Being an Emerging Growth Company

and Smaller Reporting Company

We qualify as an “emerging

growth company” as defined in the Jumpstart Our Business Startups Act of 2012, which we refer to as the JOBS Act.

As a result, we

are permitted to, and intend to, rely on exemptions from certain disclosure requirements that are applicable to other companies that are

not emerging growth companies.

Accordingly, for so long as we are an “emerging growth company,” we will not be required to:

● engage an auditor to report on our internal controls over financial reporting pursuant to Section 404(b)

of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act;

● comply with any requirement that may be adopted by the Public Company Accounting Oversight Board, or the

PCAOB, regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the

audit and the financial statements (i.e., an auditor discussion and analysis);

● submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay,”

“say-on-frequency,” and “say-on-golden parachutes;” or

● disclose certain executive compensation-related items such as the correlation between executive compensation

and performance and the comparison of the chief executive officer’s compensation to median employee compensation.

In addition, the JOBS Act

provides that an “emerging growth company” can use the extended transition period for complying with new or revised accounting

We will remain an “emerging

growth company” until the earliest to occur of:

● our reporting $1 billion or more in annual gross revenues;

● our issuance, in a three-year period, of more than $1 billion in non-convertible debt;

● the end of the fiscal year in which the market value of our Common Stock held by non-affiliates exceeds

$700 million on the last business day of our second fiscal quarter;

● December 31, 2026.

We cannot predict if investors

will find our securities less attractive because we may rely on these exemptions, which could result in a less active trading market for

our securities and increased volatility in the price of our securities.

Additionally, we are a “smaller

reporting company” (and may continue to qualify as such even after we no longer qualify as an emerging growth company) and accordingly

We are not aware of any

environmental laws that have been enacted, nor are we aware of any such laws being contemplated for the future, that have or would be

expected to have a material impact on our business.

Implications of Being a Smaller Reporting Company

Because the market value

of our voting and non-voting common stock held by non-affiliates was less than $700 million measured on the last business day of our

second fiscal quarter and our annual revenue was less than $100 million during the most recently completed fiscal year prior to such

date, we qualify as a “smaller reporting company” as defined in the Securities Exchange Act of 1934, as amended, or the Exchange

We may continue to be a smaller reporting company if either (i) the market value of our shares held by non-affiliates is less than

$250 million or (ii) the market value of our shares held by non-affiliates is less than $700 million and our annual revenue was less

than $100 million during the most recently completed fiscal year prior to the determination date.

As a smaller reporting company, we

may provide less public disclosure than larger public companies, including the inclusion of only two years of audited financial statements

and only two years of management’s discussion and analysis of financial condition and results of operations disclosure.

the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which

you hold equity interests.

and only two years of related management’s discussion and analysis of financial condition and results of operations disclosure.

While we are a smaller reporting company, we are also not required to comply with the auditor attestation requirements of Section 404

of the Sarbanes-Oxley Act as long as we are considered a non-accelerated filer or our annual revenues are less than $100 million.

a result, the information that we provide to our stockholders may be different than what you might receive from other public reporting

companies in which you hold equity interests.

We cannot predict if investors will find our common stock less attractive as a result of

our reliance on these exemptions.

If some investors find our common stock less attractive as a result of any choice we make to reduce

disclosure, there may be a less active trading market for our common stock and the market price for our common stock may be more volatile.

Corporate Information

Our executive offices are

located at 2468 Industrial Row, Dr., Troy, Michigan 48084.

Our telephone number at our executive offices is (855) 420-0020.

Agrify Corporation was incorporated

was incorporated

in the state of Nevada on June 6, 2016, originally incorporated as Agrinamics, Inc.

(“Agrinamics”).

(or Agrinamics).

On September 16, 2019, Agrinamics

amended its articles of incorporation to reflect a name change to Agrify Corporation.

On September 2, 2025, Agrify Corporation amended

its articles of incorporation to reflect a name change to RYTHM, Inc.

Our executive offices are located at 2220 Hicks Road, Suite 210,

Rolling Meadows, Illinois 60008.

Our telephone number at our executive offices is (855) 420-0020.

Our website address is www.rythminc.com.

Available Information

5 unchanged sentences

Such reports and other

information filed by us with the SEC are available free of charge at https://ir.agrify.com/financials-and-filings/sec-filings when such

reports are available on the SEC’s website.

The SEC maintains an Internet site that contains reports, proxy and information statements,

and other information regarding issuers that file electronically with the SEC at www.sec.gov.

We periodically provide other information

for investors on our corporate website, www.agrify.com, and our investor relations website, investor.gnln.com.

This includes press releases

and other information about financial performance, information on corporate governance and details related to our annual meeting of shareholders.

The information contained on the websites referenced in this Form 10-K is not incorporated by reference into this filing.

references to website URLs are intended to be inactive textual references only.

information filed by us with the SEC are available free of charge at https://ir.rythminc.com/financials-and-filings/sec-filings when

such reports are available on the SEC’s website.

The SEC maintains an Internet site that contains reports, proxy and information

statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

We periodically provide other

information for investors on our corporate website, www.rythminc.com, and our investor relations website, https://ir.rythminc.com.

includes press releases and other information about financial performance, information on corporate governance and details related to

our annual meeting of shareholders.

The information contained on the websites referenced in this Form 10-K is not incorporated by reference

into this filing.

Further, our references to website URLs are intended to be inactive textual references only.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business