GTBIF 8-K
Green Thumb Industries Inc. (GTBIF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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.
On August 10, 2026, RSLGH, LLC (“RSLGH”) and Vision Management Services, LLC (“VMS”), subsidiaries of Green Thumb Industries Inc. (the “Company”) entered into an amendment agreement (the “Amendment”) with RYTHM, Inc. (“RYM”). The Amendment was entered into following RYM’s special meeting of stockholders held earlier that day and, among other things, permitted the Amendment. Benjamin Kovler, the Company’s Chairman and Chief Executive Officer, also serves as RYM’s Chairman and Interim Chief Executive Officer.
The Amendment, upon its effective date, will amend the terms of (i) outstanding pre-funded warrants (the “Warrants”) to purchase an aggregate of up to 9,731,638 shares of RYMs common stock, par value $0.001 per share held by RSLGH, (ii) outstanding secured convertible notes held by RSLGH with an aggregate original principal amount of $72.0 million (the “Notes”), and (iii) the Amended and Restated Shared Services Agreement originally entered into between the RYM and VMS on May 20, 2025 (the “Services Agreement”). Pursuant to the Amendment, the Notes, the Warrants and the Services Agreement will be amended to remove all beneficial ownership limitations with respect to the conversion of the Notes, the exercise of the Warrants, and the exercise of certain pre-funded warrants that may be issued in the future pursuant to conversion of the Notes or under the Services Agreement. The effective date of the Amendment is October 10, 2026.
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to a copy of the Amendment, which is filed as Exhibit 10.1 hereto.
Item 8.01. Other Events.
As a result of the removal of the 49.99% beneficial ownership limitation described in Item 1.01, the Company will be required to consolidate RYM in the Company's financial statements beginning October 10, 2026 (the "Consolidation Date"), in accordance with applicable accounting standards. The Company does not currently intend to exercise any of the Securities prior to the Consolidation Date or thereafter, and the consolidation will occur solely by operation of the terms of the Amendments.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
10.1 |
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Amendment to Secured Convertible Notes, Pre-Funded Common Stock Purchase Warrants, and Amended and Restated Shared Services Agreement effective October 10, 2026, among RYTHM, Inc., RSLGH, LLC and Vision Management Services, LLC |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
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GREEN THUMB INDUSTRIES INC. |
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/s/ Bret Kravitz |
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Date: August 11, 2026 |
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Bret Kravitz General Counsel and Secretary |
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AMENDMENT TO
SECURED CONVERTIBLE NOTES,
PRE-FUNDED COMMON STOCK PURCHASE WARRANTS, AND
AMENDED AND RESTATED SHARED SERVICES AGREEMENT
This AMENDMENT TO SECURED CONVERTIBLE NOTES, PRE-FUNDED COMMON STOCK PURCHASE WARRANTS, AND AMENDED AND RESTATED SHARED SERVICES AGREEMENT (this “Amendment”) is entered into as of August 10, 2026 and shall be effective as of October 10, 2026 (the “Amendment Effective Date”), by and among RYTHM, Inc., a Nevada corporation (the “Company”), RSLGH, LLC, a Delaware limited liability company (“RSLGH”), and Vision Management Services, LLC, a Delaware limited liability company (“VMS”), with reference to the following facts:
RECITALS
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NOW, THEREFORE, in consideration of the execution and delivery of the parties hereto and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties to this Amendment hereby further agree as follows:
AGREEMENT
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[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment, effective as of the Amendment Effective Date set forth above.
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COMPANY RYTHM, INC. By: /s/ Benjamin Kovler__________________ Name: Benjamin Kovler Title: Interim Chief Executive Officer |
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RSLGH |
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RSLGH, LLC
By: /s/ Bret Kravitz_____________________ Name: Bret Kravitz Title: Corporate Secretary
VMS
VISION MANAGEMENT SERVICES, LLC
By: /s/ Benjamin Kovler__________________ Name: Benjamin Kovler Title: Authorized Manager
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SIGNATURE PAGE TO AMENDMENT
Exhibit I
b) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.
c) Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) other than a dividend or other distribution of the type described in Section 3(a) above (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution.
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Exhibit II
(C) Payments of Stated Interest. Payments of Stated Interest at each Interest Payment Date, including payment of any Stated Interest on the Maturity Date, shall be made, at the election of the Required Holders in their sole discretion, in the form of (i) cash by wire transfer of immediately available funds to an account of the Holder that is provided to the Company on the date hereof, (ii) issuance of shares of Common Stock pursuant to the terms set forth in Section 5(C), or (iii) a Pre-Funded Warrant. The number of shares of Common Stock for any payment of Stated Interest shall be equal to (i) the amount of Stated Interest accrued and outstanding as of such Interest Payment Date divided by (ii) the Conversion Price. The number of warrant shares for each such Pre-Funded Warrant shall be equal to (i) the amount of Stated Interest accrued and outstanding as of such Interest Payment Date divided by (ii) the Warrant Conversion Price. Following an Interest Payment Date, Holder shall notify the Company, with sufficient detail, the Stated Interest accrued and outstanding as of such Interest Payment Date, and the Required Holders shall specify the form of payment of such Stated Interest. No later than ten Business Days following receipt of such notification, the Company shall issue to the Holder the applicable cash payment, shares of Common Stock or Pre-Funded Warrant, as applicable.
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