RYTHM Inc 2026年季度报告

FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39946 RYTHM INC.(Exact name of registrant as specified in its charter) 30-0943453 2220 Hicks Road Suite 210Rolling Meadows, IL 60008(Address of principal executive offices, including zip code) (855) 420-0020(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on whichregistered Nasdaq Capital Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.YES☒NO☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer ☐Accelerated filer☐☒Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YES☐NO☒ As of August 4, 2026, the registrant had 2,179,128 shares of Common Stock, $0.001 par value per share outstanding. TABLE OF CONTENTS PART I FINANCIAL INFORMATIONITEM 1.FINANCIAL STATEMENTS (UNAUDITED)1Condensed Consolidated Balance Sheets1Condensed Consolidated Statements of Operations2Condensed Consolidated Statements of Changes in Stockholders’ Equity3Condensed Consolidated Statements of Cash Flows4Notes to the Condensed Consolidated Financial Statements5ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS33ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK42ITEM 4.CONTROLS AND PROCEDURES42PART II OTHER INFORMATION43ITEM 1.LEGAL PROCEEDINGS43ITEM1A.RISK FACTORS43ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS43ITEM 3.DEFAULTS UPON SENIOR SECURITIES43ITEM 4.MINE SAFETY DISCLOSURES43ITEM 5.OTHER INFORMATION43ITEM 6.EXHIBITS43SIGNATURES44 RYTHM, INC.CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)(In thousands, except share and per share data) June 30,2026December31,2025 (5)As of June 30, 2026 and December 31, 2025, the number of outstanding warrants subject to liability classification was 40,017, ofwhich 15,394 were held by RSLGH, LLC (“RSLGH”) a related party. The accompanying notes are an integral part of these condensed consolidated financial statements. RYTHM, INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)(In thousands, except share and per share data) (1)Includes $17.7 million and $27.7 million for the three and six months ended June 30, 2026, and $264 thousand and $265 thousandfor the three and six months ended June 30, 2025, in each case from related parties. (2)Includes $5.9 million and $10.2 million for the three and six months ended June 30, 2026, and $2.8 million and $4.2 million forthe three and six months ended June 30, 2025, in each case from related parties. (3)Includes $1.8 million and $3.6 million of interest expense for the three and six months ended June 30, 2026, and $548 thousandand $798 thousand for the three and six months ended June 30, 2025, in each case from a related party. The accompanying notes are an integral part of these condensed consolidated financial statements. RYTHM, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)(In thousands) For the six months endedJune 30, RYTHM, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 1 — Overview, Basis of Presentation and Significant Accounting Policies Description of Business RYTHM, Inc. (formerly Agrify Corporation) (together with its subsidiaries, the “Company” or “RYTHM”) delivers well-being toconsumers through its portfolio of hemp-derived tetrahydrocannabinol (“THC”) products and iconic licensed brands. The Company’sportfolio of consumer-packaged goods brands incl