RSLGH, LLC → Agrify Corp RYM

Item 4 of the Schedule 13D is hereby amended and supplemented as follows (which shall be in addition to the information previously included in the Schedule 13D): --Convertible Note Issuance-- On August 25, 2025, the Company issued a Secured Convertible Note to RSLGH in connection with the issuance of a series of convertible notes with an aggregate original principal amount of $50.0 million (the "August 2025 Notes"). The August 2025 Note issued to RSLGH has an original principal amount of $45.0 million (the "August 2025 Note Purchase Price"), is a secured obligation of the Company and ranks senior to all indebtedness of the Company except for the November 2024 Note and the May 2025 Notes, with which it ranks pari passu. Each August 2025 Note bears interest at a 10.0% annualized rate, with interest to be paid, at the election of a majority-in-interest of holders of the August 2025 Notes, in the form of cash, Common Stock, or Pre-Funded Warrants (as defined below) on the first calendar day of each September and March while such August 2025 Note is outstanding, beginning on March 1, 2026. The principal amount of each August 2025 Note will be payable on the Maturity Date. The August 2025 Notes impose certain customary affirmative and negative covenants upon the Company, including covenants relating to ranking and reservation of shares. If an event of default under the August 2025 Notes occurs, the requisite holders can elect to accelerate all or a portion of the then-outstanding principal amount of the August 2025 Note, 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. If a holder elects to convert its August 2025 Note into Common Stock, the conversion price per share will be $29.475 (the "Conversion Price"), which is equal to the Nasdaq Minimum Price, as defined in Nasdaq Listing Rule 5635, at the time the August 2025 Notes were issued and is subject to customary adjustments for stock splits and similar corporate events. The conversion of the August 2025 Note held by RSLGH is subject to a 49.99% beneficial ownership limitation and, to the extent necessary pursuant to Nasdaq Listing Rule 5635, the receipt of stockholder approval. In lieu of receiving Common Stock, a holder of an August 2025 Note may instead elect to receive pre-funded warrants ("Pre-Funded Warrants") at a conversion price equal to the Conversion Price less the $0.001 exercise price per warrant, which Pre-Funded Warrants would include ownership and exercise limitations substantially similar to those contained in the August 2025 Notes. Each Pre-Funded Warrant is exercisable upon issuance into one share of Common Stock at an exercise price per share of $0.001 (as adjusted from time to time in accordance with the terms thereof) and will expire when such Pre-Funded Warrant is fully exercised. The foregoing summaries of the August 2025 Notes and the Pre-Funded Warrants do not purport to be complete, and are qualified in their entirety by reference to copies of the form of August 2025 Note and the form of Pre-Funded Warrant that are filed as Exhibit 99.13 and Exhibit 99.14 hereto, respectively. --Name Change-- On August 27, 2025, the Company filed a Certificate of Amendment to its Articles of Incorporation to change the Company's name to RYTHM, Inc. effective as of 12:01 a.m. ET on September 2, 2025. --General-- In addition to the transactions described above, on August 27, 2025, the Company also entered into a Purchase Agreement with VCP23, pursuant to which the Company acquired all of the equity interests in VCP IP Holdings, LLC, the assets of which primarily consist of intellectual property rights to the RYTHM, Beboe, Dogwalkers, Doctor Solomon's, &Shine and Good Green brands (the "Acquired Brands"). Immediately thereafter, the Company entered into a Trademark and Recipe License Agreement (the "License Agreement") with GTI Core, LLC, an indirect wholly-owned subsidiary of Green Thumb, pursuant to which VCP IP Holdings, LLC granted to GTI Core, LLC a license to use certain intellectual property related to the Acquired Brands. In connection with the License Agreement, on August 27, 2025, VCP IP Holdings, LLC and Core Growth LLC terminated the two license agreements dated May 20, 2025 relating to the Beboe and RYTHM brands. Neither the Purchase Agreement nor the License Agreement involved the sale or issuance of securities of the Company, and both are described more fully in the Company's Current Report on Form 8-K filed on August 27, 2025, which form is incorporated by reference herein and included as Exhibit 99.15. The foregoing summaries of the Purchase Agreement and the License Agreement do not purport to be complete, and are qualified in their entirety by reference to copies of the forms of the Purchase Agreement and the License Agreement that are filed as Exhibit 99.16 and Exhibit 99.17 hereto, respectively. To the extent the actions describ