RYTHM (RYM) Registration Filing summary

Company overview and business model

• Operates a portfolio of hemp-derived THC products and licensed consumer brands, including beverages and edibles, distributed in the U.S. and Canada.

• Brands include Señorita, incredibles, Dogwalkers, Beboe, &Shine, Doctor Solomon's, and Good Green; products are sold online, through retail, and via licensing agreements.

• Recently exited the extraction and cultivation equipment businesses to focus on consumer packaged goods and brand licensing.

• Acquired key intellectual property assets and entered into licensing and shared services agreements with Green Thumb Industries and its subsidiaries.

• Finished goods are manufactured by third-party co-manufacturers; distribution is expanding through agreements with various partners.

Financial performance and metrics

• As of December 12, 2025, public float was approximately $63.9 million, with 1,363,742 shares held by non-affiliates at a reference price of $46.84 per share.

• Outstanding common stock totaled 2,149,128 shares, with significant warrants, options, and convertible notes outstanding.

• Issued $90 million in secured convertible notes in 2024 and 2025, with conversion prices ranging from $3.158 to $29.475 and interest rates of 10% per annum.

• Qualifies as a smaller reporting company, providing reduced disclosure and compliance requirements.

Use of proceeds and capital allocation

• Net proceeds from offerings will be used for working capital, general corporate purposes, and potentially for acquisitions or strategic investments.

• No specific allocation of proceeds; management has broad discretion in application.

• Pending use, proceeds will be invested in short-term, investment-grade instruments.