RYTHM, Inc. current report, 14 September 2021

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Business Context and Reporting Period

This Form 8-K was filed by Agrify Corporation, not RYTHM, Inc., and reports an agreement dated September 14, 2021. Agrify is a Nevada corporation whose common stock traded on Nasdaq under the symbol AGFY.

Material Agreement and Financial Impact

  • Agrify amended its January 27, 2021 underwriting agreement with Maxim Group LLC in connection with its initial public offering.
  • Maxim waived its contractual right of first refusal in exchange for a $2.4 million cash payment, payable by wire transfer within three business days after execution of the September 14, 2021 Letter Agreement.
  • Maxim also received the right to participate as co-manager in Agrify’s next public securities offering, with 10% of the economics, payable in cash at the closing of that offering.
  • The filing does not provide revenue, profit, cash flow, margin, debt, liquidity, or other operating metrics.

Changes, Outlook, and Risks

The agreement modifies only the underwriting agreement provisions specifically addressed in the Letter Agreement; all other provisions remain in effect. The filing provides no financial guidance or broader management outlook.

  • The $2.4 million payment is an immediate cash outflow and may affect liquidity, although the filing does not disclose the company’s available cash or liquidity position.
  • The future co-manager arrangement could increase transaction costs or reduce net proceeds from Agrify’s next public offering.
  • The filing text does not describe contingencies beyond the payment timing and Maxim’s future participation right.

Key Facts to Verify

  • Confirm that the filing relates to Agrify Corporation rather than RYTHM, Inc.
  • Verify the $2.4 million payment and whether it was made within the required three-business-day period.
  • Review Exhibit 1.1 for the complete terms of the Letter Agreement and Waiver.
  • Assess the impact of Maxim’s 10% co-manager economics on any subsequent public offering.
  • Review subsequent filings for disclosure of the cash payment, liquidity effects, or a related securities offering.