On May 5. 2026, RYTHM, Inc. (the “Company”) issued a press
release announcing financial results for the quarter ended March 31, 2026. A copy of the release is attached as Exhibit 99.1.
The information furnished pursuant to this Item 2.02, including Exhibit
99.1, is not deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of
that section. This information will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange
Act, except to the extent that the registrant specifically incorporates them by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1
RYTHM, Inc. Reports First Quarter 2026 Results
ROLLING MEADOWS, IL, May 5, 2026 (GLOBE NEWSWIRE)
RYTHM, Inc. (Nasdaq: RYM) (“RYTHM” or the “Company”), America’s THC
Company whose portfolio of trusted THC brands includes RYTHM, Señorita, incredibles, Beboe, and Dogwalkers, today announced financial
results for the first quarter ended March 31, 2026.
Highlights for the first quarter ended March 31, 2026:
| ● | Revenue from continuing operations of $13.3 million, up 24% from $10.7 million in the prior quarter. |
| ● | Gross profit from continuing operations of $10.4 million, or 78% of revenue, compared to $8.0 million, or 75% of revenue, in the prior
quarter. |
| ● | Net income from continuing operations of $19.9 million, driven by a $25.6 million non-cash income tax benefit. |
| ● | Adjusted EBITDA approximately breakeven with cash flow from operations of $1.0 million. |
| ● | Cash balance of $33.3 million. |
| ● | At quarter end, the Company had approximately 2.1 million shares outstanding, as well as 11.0 million warrants outstanding and 3.0
million shares issuable upon conversion of outstanding convertible notes (excluding interest). |
See definitions and reconciliation
of non-GAAP measures elsewhere in this release.
Recent Developments and Second Quarter 2026 Outlook
| ● | Amended brand intellectual property license agreements with Green Thumb Industries Inc. to establish fixed annual cash licensing
fees of $70 million, with annual increases tied to inflation. |
| ● | Expanded incredibles offerings to include Peanut Buddah Cups and Strawberry Supernova Comets. |
| ● | Launched 1777 by Señorita, the Company’s first non-alcoholic hemp-derived THC spirit. |
| ● | The Company expects second quarter 2026 revenues of approximately $22 million, representing 65% sequential growth. |
Management Commentary
“RYTHM carried momentum into 2026, delivering 24% sequential
revenue growth and 78% gross margin in the first quarter, ending the period with approximately $33 million in cash,” said RYTHM,
Inc. Chairman and Interim Chief Executive Officer Ben Kovler. “Together with our long-term licensing structure that provides predictable
annual revenue, we are building a strong foundation to serve growing consumer demand for THC. RYTHM is America’s THC Company, and
as a Nasdaq-listed company with a portfolio of leading THC brands, RYTHM has a differentiated position in the market.”
“According to BDSA, the nation’s leading data source for
the cannabis industry, RYTHM-licensed brands continued to lead key categories in the first quarter of 2026, with RYTHM ranking number
one nationally in branded flower and Dogwalkers ranking number one nationally in uninfused pre-rolls. Brand leadership is important. We
have brands consumers trust, and through our licensing relationship with Green Thumb, we have a structure we believe can realize that
value.”
“Consumer demand for THC beverages remains strong, even as a potential federal hemp ban looms. Americans want safe, trusted THC
in accessible locations, and we are delivering. From convenience and grocery stores to arenas and concert venues, RYTHM brands are available
where American consumers shop. THC beverages are emerging as a major category, with Señorita and RYTHM leading the way. New products
are continuing to hit shelves, like 1777 by Señorita, our first non-alcoholic THC spirit, which had a successful launch at the
end of April. With brands built to lead across regulated and direct-to-consumer channels, RYTHM has multiple paths to build long-term
value, and we have a great team to make it all happen.”
The Company’s products are available direct to consumers at the
following web pages:
| ● | Señorita THC Margaritas: https://www.senoritadrinks.com/ |
| | | |
| ● | 1777 by Señorita: https://www.1777spirit.com |
| | | |
| ● | RYTHM Beverages: https://rythmdrinks.com/ |
| | | |
| ● | incredibles: https://iloveincredibles.com/ |
Non-GAAP Financial Information
This press release includes certain non-GAAP financial
measures as defined by the U.S. Securities and Exchange Commission. Reconciliations of these non-GAAP financial measures to the most
directly comparable financial measure calculated and presented in accordance with generally accepted accounting principles (“GAAP”)
are included in the financial schedules attached to this press release. This information should be considered as supplemental in nature
and not as a substitute for, or superior to, any measure of performance prepared in accordance with GAAP.
Definitions
EBITDA: Income (loss) from continuing operations
before: net interest (expense) income, provision for income taxes, and depreciation and amortization.
Adjusted EBITDA: EBITDA before stock-based
compensation and change in fair value of warrant liabilities.
About RYTHM, Inc.
RYTHM, Inc.’s portfolio of THC brands includes
the most recognized and trusted names in the cannabis and hemp industries, including RYTHM, incredibles, Dogwalkers, Beboe, Señorita
THC Margaritas, &Shine, Doctor Solomon’s, and Good Green. With products available in thousands of physical locations and online,
supported by an iconic lineup of brands rooted in quality and safety, RYTHM, Inc. is cementing its position as America’s THC
Company. Through a focus on innovation, the Company is continually shaping THC experiences to meet the evolving preferences of consumers
across the country. Learn more and explore the full brand portfolio at https://rythminc.com/.
Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 concerning RYTHM, Inc. and other matters. All statements contained
in this press release that do not relate to matters of historical fact should be considered forward-looking statements including, without
limitation, statements regarding future financial results, regulatory trends, potential annual licensing revenue, continued momentum for
hemp-derived beverages, potential trends in the hemp-derived beverage and alcohol markets, and consumer trends. In some cases, you can
identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,”
“plans,” “anticipates,” “could,” “intends,” “targets,” “projects,”
“contemplates,” “believes,” “estimates,” “predicts,” “potential,” “opportunity,”
“looms” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements
in this press release are only predictions. We have based these forward-looking statements largely on our current expectations and projections
about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking
statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or
achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking
statements. You should carefully consider the risks and uncertainties that affect our business, including the risk that Congress does
not amend or repeal the pending federal prohibition on hemp-derived THC products prior to its November 2026 effective date as well as
those described in our filings with the Securities and Exchange Commission (“SEC”), including under the caption “Risk
Factors” in our most recent Annual Report on Form 10-K, which can be obtained on the SEC website at www.sec.gov. These forward-looking
statements speak only as of the date of this communication. Except as required by applicable law, we do not plan to publicly update or
revise any forward-looking statements, whether as a result of any new information, future events or otherwise. You are advised, however,
to consult any further disclosures we make on related subjects in our public announcements and filings with the SEC.
Investor
Contact
IR@RYTHMinc.com
Media Contact
Media@RYTHMinc.com
RYTHM Inc.
Highlights from Unaudited Condensed Consolidated Statements
of Operations
For the Three Months Ended March 31, 2026 and 2025
(Amounts Expressed in Thousands of United States Dollars,
Except for Share Amounts)
| | |
Three months ended
March 31, | |
| | |
2026 | | |
2025 | |
| | |
(Unaudited) | | |
(Unaudited) | |
| Revenue | |
$ | 13,286 | | |
$ | 538 | |
| Cost of goods sold | |
| 2,889 | | |
| 448 | |
| Gross profit | |
| 10,397 | | |
| 90 | |
| Operating expenses | |
| 14,431 | | |
| 3,791 | |
| Operating loss from continuing operations | |
| (4,034 | ) | |
| (3,701 | ) |
| | |
| | | |
| | |
| Other (expense) income, net | |
| (1,637 | ) | |
| 427 | |
| Loss from continuing operations before income taxes | |
| (5,671 | ) | |
| (3,274 | ) |
| Income tax benefit | |
| 25,593 | | |
| — | |
| Income (loss) from continuing operations, net of income taxes | |
| 19,922 | | |
| (3,274 | ) |
| Income from discontinued operations, net of income taxes | |
| - | | |
| 1,648 | |
| | |
| | | |
| | |
| Net income (loss) | |
$ | 19,922 | | |
$ | (1,626 | ) |
| Basic income (loss) per share | |
| | | |
| | |
| Continuing operations | |
$ | 1.53 | | |
$ | (1.68 | ) |
| Discontinued operations | |
| — | | |
| 0.85 | |
| Net income (loss) per share attributable to Common Stockholders – basic | |
$ | 1.53 | | |
$ | (0.83 | ) |
| Diluted income (loss) per share | |
| | | |
| | |
| Continuing operations | |
$ | 1.33 | | |
$ | (1.68 | ) |
| Discontinued operations | |
| — | | |
| 0.85 | |
| Net income (loss) per share attributable to Common Stockholders – diluted | |
$ | 1.33 | | |
$ | (0.83 | ) |
| Weighted average common shares outstanding - basic | |
| 2,149,128 | | |
| 1,952,022 | |
| Weighted average common shares outstanding - diluted | |
| 5,247,311 | | |
| 1,952,022 | |
RYTHM Inc.
Highlights from Unaudited Condensed Consolidated Balance
Sheet
(Amounts Expressed in
Thousands of United States Dollars)
| | |
March 31, | |
| | |
2026 | |
| | |
(Unaudited) | |
| Cash and cash equivalents | |
$ | 33,261 | |
| Other current assets | |
| 13,000 | |
| Goodwill | |
| 9,713 | |
| Intangible assets and related party prepaid license rights | |
| 45,957 | |
| Deferred tax assets | |
| 25,593 | |
| Total assets | |
$ | 127,524 | |
| | |
| | |
| Accounts payable and accrued expenses | |
$ | 7,693 | |
| Related party debt, current | |
| 72,000 | |
| Long-term debt, current | |
| 8,621 | |
| Current liabilities associated with discontinued operations | |
| 2,043 | |
| Total long-term liabilities | |
| 592 | |
| Total equity | |
| 36,575 | |
| Total liabilities and equity | |
$ | 127,524 | |
RYTHM Inc.
Highlights from Unaudited Condensed Consolidated Statement
of Cash Flows
For the Three Months Ended March 31, 2026 and 2025
(Amounts Expressed in Thousands of United States Dollars)
| | |
Three months ended
March 31, | |
| | |
2026 | | |
2025 | |
| | |
(unaudited) | | |
(unaudited) | |
| | |
| | |
| |
| Cash flows (used in) provided by | |
| | |
| |
| Operating activities | |
$ | 1,043 | | |
$ | (6,720 | ) |
| Investing activities | |
| — | | |
| — | |
| Financing activities | |
| — | | |
| (1 | ) |
| Net Increase (decrease) in cash and cash equivalents | |
$ | 1,043 | | |
$ | (6,721 | ) |
RYTHM Inc.
Supplemental Information (Unaudited) Regarding Non-GAAP
Financial Measures
For the Three Months Ended March 31, 2026 and 2025
(Amounts Expressed in Thousands of United States Dollars)
| | |
Three months ended
March 31, | |
| | |
2026 | | |
2025 | |
| | |
(unaudited) | | |
(unaudited) | |
| | |
| | |
| |
| Income (loss) from continuing operations, net of income taxes | |
$ | 19,922 | | |
$ | (3,274 | ) |
| Interest expense (income), net | |
| 1,742 | | |
| (1 | ) |
| Income tax benefit | |
| (25,593 | ) | |
| - | |
| Depreciation and amortization | |
| 3,443 | | |
| 336 | |
| Earnings before interest, taxes, depreciation and amortization (EBITDA) (non-GAAP measure) | |
| (486 | ) | |
| (2,939 | ) |
| Stock-based compensation expense | |
| 570 | | |
| 589 | |
| Change in fair value of warrant liabilities | |
| (105 | ) | |
| (407 | ) |
| Adjusted EBITDA (non-GAAP measure) | |
$ | (21 | ) | |
$ | (2,757 | ) |