Form 8-K

8-K — RYTHM, Inc.

Accession: 0001213900-26-084896

Filed: 2026-08-04

Period: 2026-08-04

CIK: 0001800637

SIC: 0700 (AGRICULTURE SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0299495-8k_rythm.htm (Primary)

EX-99.1 — PRESS RELEASE OF RYTHM, INC. DATED AUGUST 4, 2026 (ea029949501ex99-1.htm)

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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):

August 4, 2026

RYTHM, INC.

(Exact name of registrant as specified in its charter)

Nevada

001-39946

30-0943453

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

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 August 4, 2026, RYTHM, Inc. (the “Company”) issued a

press release announcing financial results for the quarter ended June 30, 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 August 4, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: August 4, 2026

By:

/s/ Brad Asher

Brad Asher

Chief Financial Officer

EX-99.1 — PRESS RELEASE OF RYTHM, INC. DATED AUGUST 4, 2026

EX-99.1

Filename: ea029949501ex99-1.htm · Sequence: 2

Exhibit 99.1

RYTHM,

Inc. Reports Second Quarter 2026 Results

ROLLING

MEADOWS, IL, August 4, 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 second quarter ended June 30, 2026.

Highlights

for the second quarter ended June 30, 2026:

● Revenue

from continuing operations of $23.0 million, up 73% from $13.3 million in the prior quarter.

● Cash

increased to $41.9 million driven by cash flow from operations of $8.7 million.

● Net

income of $1.2 million.

● Adjusted

EBITDA of $6.4 million compared to approximately breakeven in the prior quarter.

● At

quarter end, the Company had approximately 2.2 million shares outstanding, as well as 11.0

million warrants outstanding and 3.0 million shares issuable upon conversion of outstanding

convertible notes (excluding shares issuable upon conversion from accrued interest).

See

definitions and reconciliation of non-GAAP measures elsewhere in this release.

Recent

Developments

● Fixed

annual cash licensing fees of $70 million from Green Thumb Industries Inc. took effect April

1, 2026.

● Señorita

named the official THC beverage partner of Lollapalooza music festival and Opry Entertainment

Group venues, and RYTHM the official THC beverage partner of Chicago’s Navy Pier, expanding

the Company’s existing brand presence at premier live entertainment destinations across

the country.

● THC

beverage depletions1 increased to a record of approximately 25,000 cases across

18 states in the month of June, compared to approximately 7,000 in June 2025.

● Hemp-derived

product revenue increased 67% sequentially, driven by continued growth in THC beverage distribution

and direct-to-consumer channels.

● Due

to uncertainty stemming from forthcoming changes in federal law affecting hemp-derived THC

products, scheduled to take effect November 12, 2026, the Company is not providing an outlook

for the third quarter of 2026 at this time.

Management

Commentary

“The

Company delivered a record second quarter, with revenue growing 73% sequentially and exceeding prior guidance of 65% growth. This performance

reflects accelerating momentum in THC beverages and the first full quarter of our amended licensing agreement with Green Thumb Industries,”

said RYTHM, Inc. Chairman and Interim Chief Executive Officer Ben Kovler. “That strength was underscored by robust depletion growth

across the category, a clear signal of real consumer demand for THC beverages sold in traditional retail channels, including liquor,

convenience, and grocery.”

1 Depletions

represent U.S. distributor shipments of the Company’s branded THC beverages to retailers,

measured in 24-can case equivalents, based on third-party data.

“The

quarter was also defined by the growing role of THC beverages in premier live entertainment venues, as we continued to expand our partnership

roster. New collaborations with Lollapalooza music festival, Opry Entertainment Group and Chicago’s Navy Pier bring Señorita

and RYTHM to some of the most storied stages in America, reflecting a broader shift in how leading venues and concessionaires are responding

to evolving consumer preferences for a non-alcoholic alternative. As America’s THC Company, we are meeting consumers wherever they

gather — from everyday moments to memorable occasions.”

“As

we move through the summer season, we recognize the regulatory environment for THC beverages remains uncertain, with limited near-term

visibility. That said, there is no wavering in our conviction on the long-term viability of this category and the durability of the demand

behind it. In this dynamic operating environment, we remain focused on the factors within our control: executing with discipline and

continuing to build iconic brands that consumers trust. With a scalable platform now in place, the Company has multiple paths to realize

the long-term value of America’s leading portfolio of THC brands.”

The Company’s

products are available direct to consumers at the following websites:

● Señorita

THC Margaritas: https://www.senoritadrinks.com/

● 1777

by Señorita: https://www.1777spirit.com

● RYTHM

Beverages: https://rythmdrinks.com/

● incredibles Edibles:

https://iloveincredibles.com/

● Beboe

Edibles: https://beboe.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, change in fair value of warrant liabilities and exceptional items.

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 and Six Months Ended June 30, 2026 and 2025

(Amounts Expressed in Thousands of United States Dollars, Except

for Share Amounts)

Three months ended

June 30,

Six months ended

June 30,

2026

2025

2026

2025

(Unaudited)

Revenue

$ 23,021

$ 2,042

$ 36,307

$ 2,580

Cost of goods sold

4,485

1,360

7,374

1,808

Gross profit

18,536

682

28,933

772

Operating expenses

16,600

7,480

31,031

11,271

Operating income (loss) from continuing operations

1,936

(6,798 )

(2,098 )

(10,499 )

Other (expense) income, net

(1,957 )

(407 )

(3,594 )

Loss from continuing operations before income taxes

(21 )

(7,205 )

(5,692 )

(10,479 )

Income tax benefit

1,205

—

26,798

—

Income (loss) from continuing operations, net of income taxes

1,184

(7,205 )

21,106

(10,479 )

Income (loss) from discontinued operations, net of income taxes

—

(155 )

—

1,493

Net income (loss)

$ 1,184

$ (7,360 )

$ 21,106

$ (8,986 )

Basic income (loss) per share

Continuing operations

$ 0.09

$ (3.66 )

$ 1.61

$ (5.35 )

Discontinued operations

—

(0.08 )

—

0.76

Net income (loss) per share attributable to Common Stockholders – basic

$ 0.09

$ (3.74 )

$ 1.61

$ (4.59 )

Diluted income (loss) per share

Continuing operations

$ 0.09

$ (3.66 )

$ 1.49

$ (5.35 )

Discontinued operations

—

(0.08 )

—

0.76

Net income (loss) per share attributable to Common Stockholders – diluted

$ 0.09

$ (3.74 )

$ 1.49

$ (4.59 )

Weighted average common shares outstanding - basic

2,155,721

1,965,425

2,152,443

1,958,724

Weighted average common shares outstanding - diluted

2,283,971

1,965,425

5,252,126

1,958,724

RYTHM Inc.

Highlights from Unaudited Condensed Consolidated Balance Sheet

(Amounts Expressed in Thousands of United States Dollars)

June 30,

2026

(Unaudited)

Cash and cash equivalents

$ 41,915

Other current assets

14,480

Goodwill

9,713

Intangible assets and related party prepaid license rights

42,475

Deferred tax assets

26,798

Total assets

$ 135,381

Accounts payable and accrued expenses

$ 12,804

Related party debt, current

72,000

Long-term debt, current

8,623

Current liabilities associated with discontinued operations

2,043

Total long-term liabilities

824

Total equity

39,087

Total liabilities and equity

$ 135,381

RYTHM Inc.

Highlights from the Condensed Consolidated Statement of Cash Flows

For the Six Months Ended June 30, 2026 and 2025

(Amounts Expressed in Thousands of United States Dollars)

Six months ended

June 30,

2026

2025

(unaudited)

Cash flows (used in) provided by

Operating activities

$ 9,697

$ (15,138 )

Investing activities

$ —

$ (5,075 )

Financing activities

—

29,999

Net increase in cash and cash equivalents

$ 9,697

$ 9,786

RYTHM Inc.

Supplemental Information (Unaudited) Regarding Non-GAAP Financial

Measures

For the Three and Six Months Ended June 30, 2026 and 2025

(Amounts Expressed in Thousands of United States Dollars)

Three months ended

June 30,

Six months ended

June 30,

2026

2025

2026

2025

(unaudited)

Income (loss) from continuing operations, net of income taxes

$ 1,184

$ (7,205 )

$ 21,106

$ (10,479 )

Interest expense, net

1,727

291

3,469

290

Income tax benefit

(1,205 )

—

(26,798 )

—

Depreciation and amortization

3,481

399

6,925

735

Earnings before interest, taxes, depreciation and amortization (EBITDA) (non-GAAP measure)

5,187

(6,515 )

4,702

(9,454 )

Stock-based compensation expense

578

515

1,148

1,104

Change in fair value of warrant liabilities

232

115

127

(292 )

Exceptional items1

360

437

360

437

Adjusted EBITDA (non-GAAP measure)

$ 6,357

$ (5,448 )

$ 6,337

$ (8,205 )

1 Exceptional items correspond to costs incurred outside the

ordinary course of business, including transition, restructuring, or other dislocation costs arising from or related to resizing initiatives,

distributor termination fees, and other similar items.

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