Agrify Corporation Completes Strategic Acquisition and Rebranding, Emerges as RYTHM, Inc.
On September 2, 2025, Agrify Corporation officially transitioned its corporate identity and business model, rebranding as RYTHM, Inc. and commencing trading on the Nasdaq Capital Market under the new ticker symbol 'RYM'. This strategic pivot follows the acquisition of a prominent portfolio of brand intellectual properties from Green Thumb Industries (GTI) for US$50 million in cash consideration, complemented by a US$45 million secured convertible note issued by Agrify to a GTI subsidiary. The transaction positions RYTHM, Inc. as a brand-centric entity focused on the rapidly expanding well-being consumer market, particularly through hemp-derived THC products and licensing revenues.
The Transaction in Detail
The core of this corporate restructuring involves Agrify's acquisition of several established cannabis and hemp brand intellectual properties from Green Thumb Industries, including RYTHM, Dogwalkers, Beboe, Doctor Solomon's, &Shine, and Good Green. The purchase price for these assets totaled US$50 million in cash. Concurrently, Agrify issued a US$45 million Secured Convertible Note to RSLGH, LLC, an indirect wholly-owned subsidiary of GTI. This note carries a 10.0% annualized interest rate, escalating to 14% upon default, and matures on February 25, 2027. Interest payments are scheduled semi-annually, commencing March 1, 2026, with RSLGH's option to receive payment in cash, Agrify Common Stock, or Pre-Funded Warrants. The note is convertible into Agrify common stock, subject to a 49.99% beneficial ownership limitation for RSLGH.
A critical component of the deal is a Trademark and Recipe License Agreement, under which Agrify (through its subsidiary VCP) licenses the acquired brands back to GTI Core, LLC, allowing Green Thumb Industries to continue manufacturing and distributing these products. In return, GTI Core will pay Agrify a monthly, sales-based cash fee. This arrangement enables GTI to maintain its market presence with established brands while providing RYTHM, Inc. with a recurring revenue stream tied to product sales.
Analysis of Market Reaction and Strategic Repositioning
The transition of Agrify to RYTHM, Inc. signifies a profound shift from its previous role as a provider of cannabis cultivation and extraction solutions. The company has explicitly exited its Extraction Business in March 2025 and its Cultivation Business in December 2024 to fully embrace an asset-light, brand-centric model. This strategic pivot aims to capitalize on the increasing consumer demand for THC products, particularly hemp-derived variants, as alternatives to alcohol and for general well-being. The company's new focus includes expanding sales of products like RYTHM Beverages and generating substantial licensing revenue.
Initial market reaction to RYM shares on their first day of trading, September 2, 2025, saw an intraday fall of 3.82%. This immediate volatility could reflect investor caution as the market assesses the implications of this significant corporate transformation, including the new financing structure and the long-term viability of the brand licensing model in a dynamic regulatory environment. The market sentiment for AGFY/RYM is currently viewed as uncertain to cautiously bullish, contingent on the successful execution of this new strategy and the realization of anticipated revenue growth.
Broader Context and Implications
This transaction exemplifies a broader trend within the cannabis industry towards specialization and strategic realignment. Companies are increasingly focusing on either brand ownership and licensing, as RYTHM, Inc. is doing, or on manufacturing and distribution, which Green Thumb Industries retains. This approach allows for greater capital efficiency and potentially mitigates some operational risks associated with vertically integrated models in a sector characterized by complex and evolving regulations.
The emphasis on hemp-derived THC products and their expanding availability beyond traditional dispensaries points to the industry's ongoing efforts to integrate into the mainstream wellness market. This aligns with broader consumer packaged goods trends, where natural and plant-based health solutions are gaining traction. The intricate financing structure, involving secured convertible notes and inter-company agreements, coupled with overlapping leadership (e.g., Benjamin Kovler serving as Chairman and CEO of GTI and Chairman and Interim CEO of Agrify), highlights the sophisticated financial engineering employed in the cannabis industry to manage capital and and risk.
While specific analyst quotes are not provided, the strategic move by RYTHM, Inc.'s leadership indicates confidence in the new direction. Benjamin Kovler, Chairman and Interim Chief Executive Officer, has stated, "RYTHM's future is bright as we are well positioned to deliver revenue growth both in hemp-derived THC sales and brand licensing." He further underscored the growing demand for THC as a wellness alternative, noting its expanding availability. This perspective suggests a belief that the company is "in the right place at the right time, ahead of material change."
Looking Ahead
Investors will closely monitor RYTHM, Inc.'s execution of its brand licensing and hemp-derived THC sales strategy. Key factors to watch include the company's ability to drive rapid topline growth through its new model, manage the financial implications of the US$45 million convertible note, and navigate the evolving regulatory landscape for THC products. The success of this pivot will determine if the initial market skepticism translates into sustained growth or prolonged volatility. For Green Thumb Industries, the transaction provides a significant cash infusion and allows it to maintain brand presence and operational control through the licensing agreement, reinforcing its focus on disciplined growth and capital efficiency, as evidenced by its US$50 million share buyback program launched in Q3 2024.
Financial Data Overview
As of October 10, 2025, RYTHM, Inc. has a market capitalization of approximately US$92.12 million, with approximately 2.0 million shares outstanding. The company also has warrants for approximately 7.6 million shares and convertible notes that, if fully converted (principal and interest), could equate to approximately 6.7 million shares of common stock, indicating potential future dilution. Operational metrics show an EBITDA of −16.18 million USD and an EBITDA margin of −121.23%, reflecting current operational losses as the company transitions its business model.
source:[1] Agrify Corporation to Change Its Name to RYTHM, Inc. Following Brand Portfolio Acquisition (https://finance.yahoo.com/news/agrify-corpora ...)[2] US: Agrify Corporation changes name following brand portfolio acquisition - MMJDaily (https://www.mmjdaily.com/article/9740000/us-a ...)[3] Green Thumb Industries Announces Brand Transactions with Agrify - GlobeNewswire (https://vertexaisearch.cloud.google.com/groun ...)
Edgen Stock·Oct 12 2025, 21:19
