Certificate of Incorporation/Bylaws - Form 8-K

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed in a Current Report on Form 8-K filed by Rhythm Pharmaceuticals, Inc. (the "Company") with the Securities and Exchange Commission on April 1, 2024 (the "Original 8-K"), on April 1, 2024, the Company entered into an Investment Agreement (the "Investment Agreement") with certain affiliates of Perceptive Advisors LLC ("Perceptive") and certain other investors (each, an "Investor" and collectively, the "Investors"), relating to the issuance and sale of 150,000 shares of a new series of the Company's Series A Convertible Preferred Stock, par value $0.001 per share, titled the "Series A Convertible Preferred Stock" (the "Convertible Preferred Stock"), for an aggregate purchase price of $150,000,000, or $1,000 per share (the "Issuance").

On April 15, 2024, the closing of the Issuance (the "Initial Issue Date") took place, and the Company entered into that certain Registration Rights Agreement with the Investors, pursuant to which the Company granted the Investors certain customary registration rights with respect to the shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), issuable upon conversion of Convertible Preferred Stock.

The foregoing description of the Registration Rights Agreement is not complete and is qualified in its entirety by reference to the form of Registration Rights Agreement, which is which is attached as Exhibit B to Exhibit 10.1 to the Original 8-K, and is incorporated herein by reference.