Form 8-K

8-K — RYTHM, Inc.

Accession: 0001213900-26-110006

Filed: 2026-10-16

Period: 2026-10-13

CIK: 0001800637

SIC: 0700 (AGRICULTURE SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0308624-8k_rythm.htm (Primary)

EX-10.1 — AMENDMENT NO. 2 TO TRADEMARK AND RECIPE LICENSE AGREEMENT, DATED OCTOBER [XX], 2026, BY AND BETWEEN VCP IP HOLDINGS, LLC AND GTI CORE, LLC (ea030862401ex10-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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2026-10-13

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d)

The Securities Exchange Act of 1934

Date

of report (Date of earliest event reported): October 13, 2026

RYTHM,

INC.

(Exact

name of registrant as specified in its charter)

Nevada

001-39946

30-0943453

(State

or other jurisdiction

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 ☒

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

October 13, 2026, VCP IP Holdings, LLC (“VCP”), a wholly owned subsidiary of RYTHM, Inc. (the “Company”), and

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

entered into an amendment (the “Amendment”) to their existing Trademark and Recipe License Agreement dated August 27, 2025

(as previously amended, the “August 2025 License Agreement”). The Amendment adds the Company’s Señorita brand

to the intellectual property licensed to GTI Core.

The

Amendment was entered into in light of upcoming changes to federal law governing hemp-derived THC products. Under the Amendment, if and

to the extent the Company and its affiliates are or become legally permitted, consistent with applicable Nasdaq listing standards, to

commercialize the Señorita brand outside state-regulated dispensary channels, the Company and its affiliates will have

the exclusive right to do so, and GTI Core’s rights will be limited to state-regulated dispensary channels. As consideration for

the additional license rights, the base licensing fees under the August 2025 License Agreement increased by $250,000 per year, subject

to adjustment as provided in that agreement. All other terms of the August 2025 License Agreement remain unchanged.

previously reported, under the August 2025 License Agreement, which was also amended on March 31, 2026, VCP granted 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. Green Thumb is an indirect owner of

approximately 32% of the Company’s outstanding common stock and has the right (through one or more of its subsidiaries) to acquire

additional shares that could increase its beneficial ownership to approximately 90%. Benjamin Kovler, Chairman and Chief Executive Officer

of Green Thumb, serves as Chairman and Interim Chief Executive Officer of the Company, and Company director Armon Vakili serves as Green

Thumb’s Vice President of Strategic Partners and Initiatives.

The

foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text

of the Amendment, which is filed as Exhibit 10.1 and incorporated by reference herein.

Item

9.01. Financial Statements and Exhibits.

Exhibit

No.

Description

10.1

Amendment No. 2 to Trademark and Recipe License Agreement, dated October 13, 2026, by and between VCP IP Holdings, LLC and GTI Core, LLC

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document)

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: October 16, 2026

By:

/s/ Brad Asher

Brad Asher

Chief Financial Officer

EX-10.1 — AMENDMENT NO. 2 TO TRADEMARK AND RECIPE LICENSE AGREEMENT, DATED OCTOBER [XX], 2026, BY AND BETWEEN VCP IP HOLDINGS, LLC AND GTI CORE, LLC

EX-10.1

Filename: ea030862401ex10-1.htm · Sequence: 2

Exhibit 10.1

AMENDMENT NO. 2

TRADEMARK AND RECIPE LICENSE AGREEMENT

This AMENDMENT NO. 2 TO TRADEMARK

AND RECIPE LICENSE AGREEMENT (this “Amendment”) is dated as of October 13, 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 by that certain Amendment No.

1 to Trademark and Recipe License Agreement and as may be further 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 October 13, 2026, the License Agreement shall be amended

as follows:

(a) The

following shall be added after the third sentence in Section 1.1 to the License Agreement:

“Notwithstanding anything to the

contrary herein, (i) solely with respect to Trademarks and Recipes related to Señorita (“Señorita IP”),

the definition of “Licensed Services” shall not include clause (b), (ii) the definition of “Locations” shall include

licensed retail locations, and (iii) to the extent Licensor and/or its affiliates, under applicable law, and consistent with applicable

Nasdaq listing standards, are or become permitted to provide any Licensed Services related to the Señorita IP outside of state

regulated dispensary channels (“State Regulated Channels”), Licensor and its affiliates shall have the exclusive right

to provide such Licensed Services except in State Regulated Channels, and Licensee’s license granted hereunder shall be limited

such that Licensee shall only have the right to provide the Licensed Services within State Regulated Channels.”

(b) Exhibit

A to the License Agreement shall be amended by adding the “Trademarks” included on the table attached as Attachment 1

hereto.

second sentence in Section (a) of Exhibit B to the License Agreement shall be deleted in its entirety and replaced with the following:

“Commencing on October 13, 2026, the Annual Fee for calendar year 2026 shall be $64,250,000, payable in monthly installments of

$5,354,166.67.”

(d) The

second sentence in Section (b) of Exhibit B to the License Agreement shall be deleted in its entirety and replaced with the following:

“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 $3,084,000, resulting in an Annual Fee of $67,334,000, payable in monthly

installments.”

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 Georgiaidis

Name:

Anthony Georgiadis

Title:

Authorized Signatory

[Signature Page to Amendment No. 2 to Trademark

and Recipe License Agreement]

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