STOCK TITAN

Tax-driven Q1 profit shifts RYTHM (Nasdaq: RYM) into the black

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

RYTHM, Inc. reported strong top-line growth for the first quarter of 2026, with revenue rising to $13,286 thousand from $538 thousand a year earlier. Gross profit reached $10,397 thousand on significantly higher sales.

The company posted net income from continuing operations of $19,922 thousand, driven largely by an income tax benefit of $25,593 thousand. On an operating basis, RYTHM recorded an EBITDA loss of $486 thousand and Adjusted EBITDA of $(21) thousand, nearly breakeven.

RYTHM ended March 31, 2026 with $33,261 thousand in cash and cash equivalents and generated $1,043 thousand of cash from operating activities in the quarter. Management highlighted 24% sequential revenue growth, a 78% gross margin, and brand leadership across key THC categories, while noting regulatory uncertainty around a potential federal hemp ban.

Positive

  • None.

Negative

  • None.

Insights

Revenue surged and cash is solid, but profitability depends heavily on a large tax benefit.

RYTHM, Inc. delivered rapid growth in Q1 2026, with revenue of $13,286 thousand versus $538 thousand in Q1 2025 and gross profit of $10,397 thousand. Management cited 24% sequential revenue growth and a 78% gross margin, reflecting higher volumes and a brand-led strategy in THC products.

However, underlying earnings remain modest. Operating expenses of $14,431 thousand produced an operating loss of $(4,034) thousand, and EBITDA was $(486) thousand. Net income of $19,922 thousand was primarily due to a one-time income tax benefit of $25,593 thousand, so recurring profitability is not yet established. Adjusted EBITDA was nearly breakeven at $(21) thousand.

The balance sheet shows $33,261 thousand in cash and cash equivalents and positive operating cash flow of $1,043 thousand for the quarter, but also current related party debt of $72,000 thousand. Forward-looking commentary notes regulatory risk from a pending federal prohibition on hemp-derived THC products by November 2026, which could influence future demand and the company’s licensing economics.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Revenue Q1 2026 $13,286 thousand Three months ended March 31, 2026 vs $538 thousand in 2025
Net income from continuing ops $19,922 thousand Three months ended March 31, 2026
Income tax benefit $25,593 thousand Three months ended March 31, 2026
EBITDA $(486) thousand Non-GAAP EBITDA, Q1 2026
Adjusted EBITDA $(21) thousand Non-GAAP Adjusted EBITDA, Q1 2026
Cash and cash equivalents $33,261 thousand Balance sheet as of March 31, 2026
Operating cash flow $1,043 thousand Cash flows from operating activities, Q1 2026
Related party debt, current $72,000 thousand Balance sheet as of March 31, 2026
Adjusted EBITDA financial
"Adjusted EBITDA (non-GAAP measure) | | $ | (21 | )"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
non-GAAP financial measures financial
"This press release includes certain non-GAAP financial measures as defined"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
Income from discontinued operations financial
"Income from discontinued operations, net of income taxes | | | - |"
Deferred tax assets financial
"Deferred tax assets | | | 25,593 |"
An item on a company’s balance sheet showing tax benefits it can use later to reduce future tax bills — think of it as an IOU from the tax system for past losses or timing differences. It matters to investors because it can boost future cash flow and apparent value if the company expects profits ahead, but those benefits vanish if the company cannot generate taxable income and the asset must be reduced.
hemp-derived THC products regulatory
"risk that Congress does not amend or repeal the pending federal prohibition on hemp-derived THC products"
federal hemp ban regulatory
"Consumer demand for THC beverages remains strong, even as a potential federal hemp ban looms."
Revenue $13,286 thousand
Net income from continuing operations $19,922 thousand
EBITDA $(486) thousand
Adjusted EBITDA $(21) thousand
Operating cash flow $1,043 thousand
false 0001800637 0001800637 2026-05-05 2026-05-05 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): May 5, 2026

 

RYTHM, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   001-39946   30-0943453

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

2220 Hicks Road, Suite 210    
Rolling Meadows, IL   60068
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (855) 420-0020

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001 per share   RYM   Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

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.

 

(d) Exhibits.

 

Exhibit
Number
  Title
99.1   Press Release of RYTHM, Inc. dated May 5, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  RYTHM, INC.
     
Date: May 5, 2026 By: /s/ Brad Asher
    Brad Asher
    Chief Financial Officer

 

3

 

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/.

 

2

 

 

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

 

3

 

 

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 

 

4

 

 

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 

 

5

 

 

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)

 

6

 

 

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)

 

7

 

FAQ

How did RYTHM (RYM) perform financially in Q1 2026?

RYTHM reported Q1 2026 revenue of $13.3 million, up sharply from $0.5 million a year earlier. The company recorded net income from continuing operations of $19.9 million, largely driven by a significant income tax benefit in the quarter.

What were RYTHM (RYM)’s EBITDA and Adjusted EBITDA for Q1 2026?

For Q1 2026, RYTHM reported EBITDA of $(0.5) million and Adjusted EBITDA of essentially breakeven at $(0.02) million. These metrics exclude non-cash items and show that underlying operations are close to, but not yet at, sustained profitability.

Why was RYTHM (RYM) profitable in Q1 2026 despite an operating loss?

RYTHM posted net income from continuing operations of $19.9 million in Q1 2026 mainly because of an income tax benefit of $25.6 million. This tax benefit more than offset the operating loss of $4.0 million and other expenses in the period.

What is RYTHM (RYM)’s cash position and debt as of March 31, 2026?

As of March 31, 2026, RYTHM held $33.3 million in cash and cash equivalents and generated $1.0 million of operating cash flow in Q1. The balance sheet also shows $72.0 million of current related party debt and $8.6 million of current long-term debt.

What regulatory risks does RYTHM (RYM) highlight around hemp-derived THC products?

RYTHM notes risk that Congress may not amend or repeal a pending federal prohibition on hemp-derived THC products before its November 2026 effective date

How are RYTHM (RYM)’s THC brands performing in the market?

According to management citing BDSA data, RYTHM-branded flower ranked number one nationally and Dogwalkers ranked number one in uninfused pre-rolls in Q1 2026. The company also emphasized strong consumer demand for its Señorita and RYTHM THC beverage products.

Filing Exhibits & Attachments

4 documents