Groowe Groowe BETA / Newsroom
⏱ News is delayed by 15 minutes. Sign in for real-time access. Sign in

Form 8-K

sec.gov

8-K — RYTHM, Inc.

Accession: 0001213900-26-037996

Filed: 2026-04-01

Period: 2026-03-31

CIK: 0001800637

SIC: 0700 (AGRICULTURE SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0284475-8k_rythm.htm (Primary)

EX-10.1 — AMENDMENT TO TRADEMARK AND RECIPE LICENSE AGREEMENT, DATED MARCH 31, 2026, BY AND BETWEEN VCP IP HOLDINGS, LLC AND GTI CORE, LLC (ea028447501ex10-1.htm)

EX-10.2 — AMENDMENT TO AMENDED AND RESTATED TRADEMARK AND RECIPE LICENSE AGREEMENT, DATED MARCH 31, 2026, BY AND BETWEEN MC BRANDS LLC AND GTI CORE, LLC (ea028447501ex10-2.htm)

EX-99.1 — PRESS RELEASE OF RYTHM, INC. DATED APRIL 1, 2026 (ea028447501ex99-1.htm)

GRAPHIC (ea028447501_ex99-1img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0284475-8k_rythm.htm · Sequence: 1

false

0001800637

0001800637

2026-03-31

2026-03-31

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d)

of

The Securities Exchange Act of 1934

Date

of report (Date of earliest event reported): March 31, 2026

RYTHM,

INC.

(Exact

name of registrant as specified in its charter)

Nevada

001-39946

30-0943453

(State

or other jurisdiction

of

incorporation)

(Commission

File Number)

(IRS

Employer

Identification

No.)

2220

Hicks Road, Suite 210

Rolling

Meadows, IL

60068

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (855) 420-0020

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.001 per share

RYM

Nasdaq

Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

If

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01. Entry Into a Material Definitive Agreement

Amendment

to August 2025 License Agreement

As

previously reported, on August 27, 2025, VCP IP Holdings, LLC (“VCP”), a wholly-owned subsidiary of RYTHM, Inc. (the “Company”),

entered into a Trademark and Recipe License Agreement (the “August 2025 License Agreement”) with GTI Core, LLC (“GTI

Core”), an indirect wholly-owned subsidiary of Green Thumb Industries Inc. (“Green Thumb”). Green Thumb is an indirect

owner of approximately 33% of the outstanding shares of common stock of the Company, and Benjamin Kovler, Chairman and Chief Executive

Officer of Green Thumb, serves as Chairman and Interim Chief Executive Officer of the Company. Under the August 2025 License Agreement,

VCP granted to GTI Core a license to use certain intellectual property related to certain brands, including RYTHM, Beboe,

Dogwalkers, Doctor Solomon’s, &Shine, and Good Green, in connection with GTI Core’s existing

businesses. The consideration payable by GTI Core for the license rights consisted of a monthly license fee, payable in cash, based on

sales of products using the licensed intellectual property.

On March 31, 2026, VCP and GTI Core entered into an amendment to the August

2025 License Agreement (the “August 2025 License Agreement Amendment”). Pursuant to the August 2025 License Agreement Amendment,

commencing on April 1, 2026, the consideration payable by GTI Core for the license rights will consist of an annual cash fee of $64.0

million payable in monthly installments. The annual fee will be increased on January 1 of each year during the term of the August 2025

License Agreement, subject to an annual increase based on published consumer price index changes, subject to a maximum year-over-year

increase of 10%. The August 2025 License Agreement Amendment was executed following discussions between the Company and the Nasdaq staff

in order to ensure the Company’s compliance with Nasdaq Capital Market listing standards regarding revenue derived from the federally

illegal cannabis industry.

Amendment

to May 2025 License Agreement

As

previously reported, on May 20, 2025, MC Brands LLC (“MC Brands”), a wholly-owned subsidiary of the Company, entered into

a Trademark and Recipe License Agreement which was subsequently amended and restated on August 27, 2025 (as amended and restated, the

“May 2025 License Agreement”) with GTI Core, pursuant to which MC Brands granted to GTI Core an exclusive license to use

certain intellectual property related to the incredibles brand in connection with GTI Core’s existing businesses.

The consideration payable by GTI Core for the license rights consisted of a monthly license fee, payable in cash, based on sales of products

using the licensed intellectual property.

On

March 31, 2026, MC Brands and GTI Core entered into an amendment to the May 2025 License Agreement (the “May 2025 License

Agreement Amendment”). Pursuant to the May 2025 License Agreement Amendment, commencing on April 1, 2026, the consideration

payable by GTI Core for the license rights will consist of an annual cash fee of $6.0 million payable in monthly installments. The

annual fee will be increased on January 1 of each year during the term of the May 2025 License Agreement, subject to an annual

increase based on published consumer price index changes, subject to a maximum year-over-year increase of 10%. The May 2025 License

Agreement Amendment was executed in order to ensure compliance with the listing standards of Nasdaq following discussions between

the Company and Nasdaq staff as described under “—Amendment to August 2025 License Agreement”

above.

The

foregoing summaries of the August 2025 License Agreement Amendment and the May 2025 License Agreement Amendment do not purport to be

complete and are qualified in their entirety by reference to the complete text of the August 2025 License Agreement Amendment and the

May 2025 License Agreement Amendment, which are filed as Exhibit 10.1 and Exhibit 10.2 hereto, respectively, and which are incorporated

by reference herein.

Item 7.01.

Regulation FD Disclosure.

On

April 1, 2026, the Company issued a press release announcing the August 2025 License Agreement Amendment and the May 2025 License Agreement

Amendment, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The

information set forth in Item 7.01 of this Report, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for

purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the

liabilities of such section. The information set forth in Item 7.01 of this Report, including Exhibit 99.1 attached hereto, shall not

be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly

set forth by specific reference in such filing.

1

Item

9.01. Financial Statements and Exhibits.

Exhibit

No.

Description

10.1

Amendment to Trademark and Recipe License Agreement, dated March 31, 2026, by and between VCP IP Holdings, LLC and GTI Core, LLC

10.2

Amendment to Amended and Restated Trademark and Recipe License Agreement, dated March 31, 2026, by and between MC Brands LLC and GTI Core, LLC

99.1*

Press Release of RYTHM, Inc. dated April 1, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

*

Furnished

but not filed.

2

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

RYTHM,

INC.

Date:

April 1, 2026

By:

/s/

Brad Asher

Brad

Asher

Chief

Financial Officer

3

EX-10.1 — AMENDMENT TO TRADEMARK AND RECIPE LICENSE AGREEMENT, DATED MARCH 31, 2026, BY AND BETWEEN VCP IP HOLDINGS, LLC AND GTI CORE, LLC

EX-10.1

Filename: ea028447501ex10-1.htm · Sequence: 2

Exhibit

10.1

AMENDMENT

NO. 1

TO

TRADEMARK

AND RECIPE LICENSE AGREEMENT

This

AMENDMENT NO. 1 TO TRADEMARK AND RECIPE LICENSE AGREEMENT (this “Amendment”) is dated as of March 31, 2026, by and

between VCP IP Holdings, LLC, a Delaware limited liability company (the “Licensor”), and GTI Core, LLC, a Delaware

limited liability company (the “Licensee”). Terms used but not otherwise defined herein shall have the respective

meanings ascribed to them in the License Agreement (as defined below).

WHEREAS,

Licensor and Licensee are parties to that certain Trademark and Recipe License Agreement dated as of August 27, 2025, as amended and/or

restated from time to time (the “License Agreement”).

WHEREAS,

pursuant to Section 8.5 of the License Agreement, the License Agreement may only be amended pursuant to a written instrument signed by

Licensor and Licensee; and

WHEREAS,

Licensor and Licensee wish to amend the terms of the License Agreement as set forth below.

NOW,

THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby

agree as follows:

1.

Amendments to License Agreement. The Parties hereby agree that, effective as of April 1, 2026, the License Agreement shall

be amended as follows:

(a)

Section 2.2 of the License Agreement shall be deemed null and void and of no further force and effect.

(b)

Exhibit B to the License Agreement shall be deleted in its entirety and the Exhibit B set forth in Attachment 1 to this

Amendment shall be substituted in lieu thereof.

2.

Miscellaneous. Except as expressly set forth herein, the License Agreement shall remain in full force and effect. Section

8 of the License Agreement is hereby incorporated by reference, mutatis mutandis.

[SIGNATURE

PAGE FOLLOWS]

IN

WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

LICENSOR:

VCP IP Holdings, LLC

By:

/s/ Brad Asher

Name:

Brad Asher

Title:

Authorized Signatory

LICENSEE:

GTI Core, LLC

By:

/s/ Anthony Georgiadis

Name:

Anthony Georgiadis

Title:

Authorized Signatory

[Signature

Page to Amendment No. 1 to Trademark and Recipe License Agreement]

2

Attachment

1

EXHIBIT

B

CONSIDERATION

(a)

Consideration for the transactions contemplated under this Agreement shall be in the form of a fixed annual fee (the “Annual

Fee”), payable in equal monthly installments by Licensee to Licensor within thirty (30) days following the end of each calendar

month during the Term. Commencing on April 1, 2026, the Annual Fee for calendar year 2026 shall be $64,000,000, payable in monthly installments

of $5,333,333.33.

(b)

Commencing on January 1, 2027, and on each anniversary thereof during the Term (each, an “Adjustment Date”), the Annual

Fee shall be increased by an amount equal to the CPI Adjustment Rate. As used herein, the “CPI Adjustment Rate” shall

equal the number that is two times the Published CPI Rate (as defined below). For example, for calendar year 2027, if the applicable

Published CPI Rate is 2.4%, the CPI Adjustment Rate shall be 4.8% and the Annual Fee for 2027 shall be increased by an amount equal to

$3,072,000, resulting in an Annual Fee of $67,072,000.

(c)

As used herein, the “Published CPI Rate” means the year-over-year percentage change in the Consumer Price Index for

All Urban Consumers, All Items, U.S. City Average, Not Seasonally Adjusted (BLS series identifier: CUUR0000SA0), as published by the

U.S. Bureau of Labor Statistics (the “BLS”) for the month of December immediately preceding the applicable Adjustment

Date. If the Published CPI Rate is not publicly available by February 1 for any given calendar year, the Parties shall use the most recently

published monthly rate available as of that date.

(d)

By February 15 following each Adjustment Date, Licensor shall notify Licensee of (i) the applicable Published CPI Rate, (ii) the resulting

CPI Adjustment Rate, and (iii) the adjusted Annual Fee, which shall apply retroactively to such Adjustment Date. Licensee shall have

ten (10) days following receipt of Licensor’s notice to object to such adjusted Annual Fee in writing (such objection, an “Objection

Notice”). If Licensee timely objects, the Parties shall negotiate in good faith to resolve the dispute. If Licensee and Licensor

are unable to resolve such objection within sixty (60) days after Licensee’s delivery of an Objection Notice, the matter shall

be referred to an impartial nationally recognized firm of independent certified public accountants, other than Licensee’s or Licensor’s

accountants, appointed by mutual agreement of the Parties (the “Independent Accountant”), who, acting as experts and

not arbitrators, shall calculate the Annual Fee pursuant to this Exhibit B. The determination of the Independent Accountant shall

be final and binding on the Parties, and the fees and expenses of the Independent Accountant shall be borne equally by Licensor and Licensee.

For the avoidance of doubt, during any dispute of the Annual Fee, the prior calendar year’s Annual Fee shall remain in effect until

final resolution.

(e)

Notwithstanding the foregoing, in no event shall (i) the CPI Adjustment Rate exceed 10.0% for any calendar year, or (ii) the Annual Fee

decrease from one calendar year to the next, including due to a negative Published CPI Rate.

3

EX-10.2 — AMENDMENT TO AMENDED AND RESTATED TRADEMARK AND RECIPE LICENSE AGREEMENT, DATED MARCH 31, 2026, BY AND BETWEEN MC BRANDS LLC AND GTI CORE, LLC

EX-10.2

Filename: ea028447501ex10-2.htm · Sequence: 3

Exhibit 10.2

AMENDMENT NO. 1

TO

AMENDED AND RESTATED

TRADEMARK AND RECIPE LICENSE AGREEMENT

This AMENDMENT NO. 1 TO AMENDED

AND RESTATED TRADEMARK AND RECIPE LICENSE AGREEMENT (this “Amendment”) is dated as of March 31, 2026, by and between

MC Brands LLC, a Colorado limited liability company (the “Licensor”), and GTI Core, LLC, a Delaware limited liability

company (the “Licensee”). Terms used but not otherwise defined herein shall have the respective meanings ascribed to

them in the License Agreement (as defined below).

WHEREAS, Licensor and Licensee

are parties to that certain Amended and Restated Trademark and Recipe License Agreement dated as of August 27, 2025, as amended and/or

restated from time to time (the “License Agreement”).

WHEREAS, pursuant to Section

8.5 of the License Agreement, the License Agreement may only be amended pursuant to a written instrument signed by Licensor and Licensee;

and

WHEREAS, Licensor and Licensee

wish to amend the terms of the License Agreement as set forth below.

NOW, THEREFORE, for good and

valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Amendments

to License Agreement. The Parties hereby agree that, effective as of April 1, 2026, the License Agreement shall be amended as

follows:

(a) Section

2.2 of the License Agreement shall be deemed null and void and of no further force and effect.

(b) Exhibit

C to the License Agreement shall be deleted in its entirety and the Exhibit C set forth in Attachment 1 to this Amendment

shall be substituted in lieu thereof.

2. Miscellaneous.

Except as expressly set forth herein, the License Agreement shall remain in full force and effect. Section 8 of the License Agreement

is hereby incorporated by reference, mutatis mutandis.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties

hereto have executed this Amendment as of the date first written above.

LICENSOR:

MC Brands LLC

By:

/s/ Brad Asher

Name:

Brad Asher

Title:

Authorized Signatory

LICENSEE:

GTI Core, LLC

By:

/s/ Anthony Georgiadis

Name:

Anthony Georgiadis

Title:

Authorized Signatory

[Signature Page to Amendment No. 1 to A&R

Trademark and Recipe License Agreement]

2

Attachment 1

EXHIBIT C

CONSIDERATION

(a) Consideration

for the transactions contemplated under this Agreement shall be in the form of a fixed annual fee (the “Annual Fee”),

payable in equal monthly installments by Licensee to Licensor within thirty (30) days following the end of each calendar month during

the Term. Commencing on April 1, 2026, the Annual Fee for calendar year 2026 shall be $6,000,000, payable in monthly installments of $500,000.

(b) Commencing

on January 1, 2027, and on each anniversary thereof during the Term (each, an “Adjustment Date”), the Annual Fee shall

be increased by an amount equal to the CPI Adjustment Rate. As used herein, the “CPI Adjustment Rate” shall equal the

number that is two times the Published CPI Rate (as defined below). For example, for calendar year 2027, if the applicable Published CPI

Rate is 2.4%, the CPI Adjustment Rate shall be 4.8% and the Annual Fee for 2027 shall be increased by an amount equal to $288,000, resulting

in an Annual Fee of $6,288,000.

(c) As

used herein, the “Published CPI Rate” means the year-over-year percentage change in the Consumer Price Index for All

Urban Consumers, All Items, U.S. City Average, Not Seasonally Adjusted (BLS series identifier: CUUR0000SA0), as published by the U.S.

Bureau of Labor Statistics (the “BLS”) for the month of December immediately preceding the applicable Adjustment Date.

If the Published CPI Rate is not publicly available by February 1 for any given calendar year, the Parties shall use the most recently

published monthly rate available as of that date.

(d) By

February 15 following each Adjustment Date, Licensor shall notify Licensee of (i) the applicable Published CPI Rate, (ii) the resulting

CPI Adjustment Rate, and (iii) the adjusted Annual Fee, which shall apply retroactively to such Adjustment Date. Licensee shall have ten

(10) days following receipt of Licensor’s notice to object to such adjusted Annual Fee in writing (such objection, an “Objection

Notice”). If Licensee timely objects, the Parties shall negotiate in good faith to resolve the dispute. If Licensee and Licensor

are unable to resolve such objection within sixty (60) days after Licensee’s delivery of an Objection Notice, the matter shall be

referred to an impartial nationally recognized firm of independent certified public accountants, other than Licensee’s or Licensor’s

accountants, appointed by mutual agreement of the Parties (the “Independent Accountant”), who, acting as experts and

not arbitrators, shall calculate the Annual Fee pursuant to this Exhibit C. The determination of the Independent Accountant shall

be final and binding on the Parties, and the fees and expenses of the Independent Accountant shall be borne equally by Licensor and Licensee.

For the avoidance of doubt, during any dispute of the Annual Fee, the prior calendar year’s Annual Fee shall remain in effect until

final resolution.

(e) Notwithstanding

the foregoing, in no event shall (i) the CPI Adjustment Rate exceed 10.0% for any calendar year, or (ii) the Annual Fee decrease from

one calendar year to the next, including due to a negative Published CPI Rate.

3

EX-99.1 — PRESS RELEASE OF RYTHM, INC. DATED APRIL 1, 2026

EX-99.1

Filename: ea028447501ex99-1.htm · Sequence: 4

Exhibit 99.1

RYTHM, Inc. Announces Amendments to License

Agreements with Green Thumb Industries

ROLLING MEADOWS, IL, April 1, 2026 (GLOBE NEWSWIRE)

RYTHM, Inc. (Nasdaq: RYM) (“RYTHM” or the “Company”), America’s THC Company, today announced amendments

to its existing trademark and recipe license agreements with an indirect wholly-owned subsidiary of Green Thumb Industries Inc. (“Green

Thumb”).

RYTHM and Green Thumb have amended their existing trademark and recipe

license agreements for the use of brand intellectual property which includes RYTHM, incredibles, Beboe, Dogwalkers, Doctor Solomon’s,

&Shine, and Good Green. Effective April 1, 2026, Green Thumb will pay RYTHM an aggregate fixed annual cash fee of $70 million, subject

to an annual increase equal to two times a Consumer Price Index-based escalator.

“These amendments create a framework that strengthens our licensing

arrangement with Green Thumb over the long term and supports RYTHM’s Nasdaq listing,” said Ben Kovler, Chairman and Interim

Chief Executive Officer of RYTHM, Inc. “We have established predictable, long-term revenue in a way that is virtually unmatched

in the THC space. As the regulatory and legal landscapes evolve, this structure provides our business and investors with clarity and stability

that positions us well to maximize value for our shareholders.”

About RYTHM, Inc.

RYTHM, Inc.’s portfolio of THC brands includes the most recognized

and trusted names in the cannabis and hemp industries, including RYTHM, incredibles, Dogwalkers, Beboe, Señorita THC Margaritas,

&Shine, Doctor Solomon’s, and Good Green. With products available in thousands of physical locations and online, supported by

an iconic lineup of brands rooted in quality and safety, RYTHM, Inc. is cementing its position as America’s THC Company. Through

a focus on innovation, the Company is continually shaping THC experiences to meet the evolving preferences of consumers across the country.

Learn more and explore the full brand portfolio at www.RYTHMinc.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning

of the Private Securities Litigation Reform Act of 1995 concerning RYTHM, Inc. and other matters. All statements that do not relate to

matters of historical fact should be considered forward-looking statements, including statements regarding the expected benefits of the

license agreement amendments, and the Company’s compliance with Nasdaq listing standards. In some cases, you can identify forward-looking

statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,”

“could,” “intends,” “targets,” “projects,” “contemplates,” “believes,”

“estimates,” “predicts,” “potential” “maintain” or “continue” or the negative

of these terms or other similar expressions. These statements involve known and unknown risks, uncertainties, and other important factors

that could cause actual results to differ materially from those expressed or implied, including those described under ‘Risk Factors’

in the Company’s most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission (“SEC”),

which can be obtained on the SEC website at www.sec.gov, including risks related to federal and state cannabis regulation, the Company’s

relationship with Green Thumb, and general economic conditions. Except as required by applicable law, we do not plan to publicly update

or revise any forward-looking statements, whether as a result of any new information, future events or otherwise. You are advised, however,

to consult any further disclosures we make on related subjects in our public announcements and filings with the SEC.

Investor Contact

IR@RYTHMinc.com

Media Contact

Media@RYTHMinc.com

GRAPHIC

GRAPHIC

Filename: ea028447501_ex99-1img1.jpg · Sequence: 5

Binary file (3518 bytes)

Download ea028447501_ex99-1img1.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 10

v3.26.1

Cover

Mar. 31, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Mar. 31, 2026

Entity File Number

001-39946

Entity Registrant Name

RYTHM,

INC.

Entity Central Index Key

0001800637

Entity Tax Identification Number

30-0943453

Entity Incorporation, State or Country Code

NV

Entity Address, Address Line One

2220

Hicks Road

Entity Address, Address Line Two

Suite 210

Entity Address, City or Town

Rolling

Meadows

Entity Address, State or Province

IL

Entity Address, Postal Zip Code

60068

City Area Code

(855)

Local Phone Number

420-0020

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock, par value $0.001 per share

Trading Symbol

RYM

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

X

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

na

Period Type:

duration

X

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration