Form 4 for RYM RYTHM, Inc.

Accepted 2024-11-07 00:00:00 ET · period of report 2024-11-05 · accession 0001213900-24-095557 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
DMI	2024-11-07	2024-11-05	RYM	Chan I-Tseng Jenny	10%	S - Sale	—	-204.0K	0	-100%	—
DI	2024-11-07	2024-11-05	RYM	Chan I-Tseng Jenny	10%	S - Sale	—	-5.07M	0	-100%	—

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock	2024-11-05	S	D	67,997	—	I By M Zion Capital, LLC	—	—	(F3) There was no per share purchase price, and the assets included other consideration aside from the Reporting Person's equity. The total purchase price paid by the buyer to all sellers was $18,280,000.00. (F2) M Zion Capital, LLC, M Olivet Capital, LLC and M Cannan Capital, LLC are entities controlled by the reporting person, and the reported securities may be deemed to be indirectly beneficially owned by the reporting person. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
2	Common	Common Stock	2024-11-05	S	D	67,997	—	I By M Olivet Capital, LLC	—	—	(F3) There was no per share purchase price, and the assets included other consideration aside from the Reporting Person's equity. The total purchase price paid by the buyer to all sellers was $18,280,000.00. (F2) M Zion Capital, LLC, M Olivet Capital, LLC and M Cannan Capital, LLC are entities controlled by the reporting person, and the reported securities may be deemed to be indirectly beneficially owned by the reporting person. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
3	Common	Common Stock	2024-11-05	S	D	67,997	—	I By M Cannan Capital, LLC	—	—	(F3) There was no per share purchase price, and the assets included other consideration aside from the Reporting Person's equity. The total purchase price paid by the buyer to all sellers was $18,280,000.00. (F2) M Zion Capital, LLC, M Olivet Capital, LLC and M Cannan Capital, LLC are entities controlled by the reporting person, and the reported securities may be deemed to be indirectly beneficially owned by the reporting person. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
4	Derivative	Pre-Funded Warrants (right to buy)	2024-11-05	S	D	5,069,162	—	I By CP Acquisitions, LLC	$0.00 · — to —	— Common Stock	(F3) There was no per share purchase price, and the assets included other consideration aside from the Reporting Person's equity. The total purchase price paid by the buyer to all sellers was $18,280,000.00. (F1) On November 5, 2024, each of M Zion Capital, LLC, M Olivet Capital, LLC and M Cannan Capital, LLC, and CP Acquisitions, LLC ("CP Acquisitions"), an entity affiliated with and controlled by Raymond Chang, the former Chairman and Chief Executive Officer of the Issuer and by I-Tseng Jenny Chan, a former member of the Issuer's Board of Directors, entered into a purchase agreement whereby CP Acquisitions sold all of its non-derivative and derivative securities in Issuer to a third party purchaser. In connection with this transaction, the Reporting Person resigned from the board of the Issuer, effective November 5, 2024. Pursuant to this transaction, each of M Zion Capital, LLC, M Olivet Capital, LLC and M Cannan Capital, LLC sold all of its non-derivative and derivative securities in Issuer to a third party purchaser. (F4) CP Acquisitions is an entity controlled by the reporting person, and the reported securities may be deemed to be indirectly beneficially owned by the reporting person. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.