RYTHM (RYM) Registration Filing summary

Company overview and business model

• Develops branded consumer-packaged goods for the cannabis and hemp industries, with a focus on hemp-derived THC beverages and intellectual property licensing for cannabis brands.

• Señorita brand offers low-sugar, low-calorie hemp-derived THC cocktails, distributed in 11 U.S. states and Canada, with direct-to-consumer sales where permitted.

• Acquired multiple cannabis and hemp-related brands and associated IP from Green Thumb Industries in 2025, entering into royalty and licensing agreements.

• Exited cultivation and extraction equipment businesses in late 2024 and early 2025 to focus on consumer brands and IP.

• Utilizes third-party co-manufacturers and distribution agreements to expand product reach and minimize supply chain risks.

Financial performance and metrics

• As of October 8, 2025, public float was approximately $60.3 million, with 1,249,656 shares held by non-affiliates at $48.25 per share.

• Outstanding common stock totaled 2,002,568 shares, with significant warrants and convertible notes outstanding.

• Issued $90 million in secured convertible notes between November 2024 and August 2025, with conversion prices ranging from $3.158 to $29.475.

• Qualifies as a smaller reporting company, providing reduced disclosure and exempt from certain Sarbanes-Oxley requirements.

Use of proceeds and capital allocation

• Proceeds intended for working capital and general corporate purposes, with potential for acquisitions or strategic investments.

• No specific allocation of proceeds; management has broad discretion over use.

• Pending use, proceeds will be invested in short-term, investment-grade instruments and U.S. government securities.