RYTHM, Inc.

DEF 14A 1 ea0295890-02.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

RYTHM, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of Filing Fee (check the appropriate box):

RYTHM, INC.

SPECIAL MEETING OF STOCKHOLDERS

NOTICE AND PROXY STATEMENT

Dear RYTHM, Inc. Stockholder:

On behalf of the Board of Directors, I am pleased to invite you to attend a Virtual Special Meeting of Stockholders of RYTHM, Inc. (“RYTHM” or the “Company”) to be held on Monday, August 10, 2026, at 10:00 a.m., Central Time. To be admitted to the Special Meeting atwww.virtualshareholdermeeting.com/RYM2026SM, you must enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Special Meeting by following the instructions available on the meeting website during the meeting.

At the meeting, you and the other stockholders will be asked to vote upon the following:

• To approve the issuance of shares of Common Stock to the holders of certain convertible promissory notes and warrants and pursuant to shared services agreements in accordance with Nasdaq Listing Rule 5635.

As of June 26, 2026, the Company had 2,179,128 shares of Common Stock outstanding. Only shareholders of record as of the close of business on June 26, 2026 are entitled to receive notice of, to attend, and to vote at, the Special Meeting.

Whether or not you can attend the meeting, please read the attached proxy statement. When you have done so, please mark your vote on the proxy card, sign and date the proxy card, and return it to us. Alternatively, you may cast your vote by telephone, or through the Internet. Instructions for voting by telephone or through the Internet are included with your proxy. Your vote is important. Please act promptly by voting your shares by telephone, via the Internet, or by signing, dating and returning the proxy card.

Thank you for your continued interest in RYTHM. We look forward to seeing you at the meeting.

Sincerely,

/s/ Benjamin Kovler

Benjamin Kovler

Chairman and Interim Chief Executive Officer

2220 Hicks Road, Suite 210, Rolling Meadows, IL 60008 • Tel: (855) 420-0020

ir@rythminc.com •www.rythminc.com

RYTHM, Inc.

2220 Hicks Road, Suite 210

Rolling Meadows, IL 60008

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held Monday, August 10, 2026

To RYTHM, Inc. Stockholders:

RYTHM, Inc. (“RYTHM”) will hold a Virtual Special Meeting of Stockholders on Monday, August 10, 2026 at 10:00 a.m, Central Time. To be admitted to the Special Meeting atwww.virtualshareholdermeeting.com/RYM2026SM, you must enter the control number found on your proxy card, voting instruction form or notice you previously received. You may vote during the Special Meeting by following the instructions available on the meeting website during the meeting.

We are holding this meeting for the following purpose:

• To approve the issuance of shares of Common Stock to the holders of certain convertible promissory notes and warrants and pursuant to shared services agreements in accordance with Nasdaq Listing Rule 5635 (the “Issuance Proposal”).

The Board of Directors selected June 26, 2026 as the record date for determining stockholders entitled to vote at the Special Meeting. As of June 26, 2026, RYTHM had 2,179,128 shares of Common Stock outstanding. A list of stockholders on that date will be available for inspection at RYTHM’s corporate headquarters, 2220 Hicks Road, Suite 210, Rolling Meadows, IL 60008, during normal business hours for the ten-day period prior to the Special Meeting. Only holders of our Common Stock as of the close of business on June 26, 2026 are entitled to vote at the Special Meeting or any adjournment thereof.

On or about July 10, 2026, we are mailing to our stockholders our proxy statement and proxy materials.

By Order of the Board of Directors,

/s/ Benjamin Kovler

Benjamin Kovler

Corporate Secretary

Rolling Meadows, Illinois

Important Notice Regarding Availability of Proxy Materials for the Virtual Special Meeting of Stockholders to be Held on August 10, 2026: The Notice of Special Meeting and Proxy Statement are available atwww.proxyvote.com.

2220 Hicks Road, Suite 210, Rolling Meadows, IL 60008 • Tel: (855) 420-0020

ir@rythminc.com •www.rythminc.com

IMPORTANT

Whether or not you expect to attend the virtual special meeting, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares by telephone, via the Internet, or by signing, dating, and returning the enclosed proxy card will save the Company the expense and extra work of additional solicitation. An addressed envelope, for which no postage is required if mailed in the United States, is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so, as your proxy is revocable at your option.

RYTHM, INC.

PROXY STATEMENT