RYTHM, Inc.

Except as set forth below, there are no material changes to our risk factors as previously disclosed in Part I, Item 1A of the Form 10-K. The risks described in this Quarterly Report and in the Form 10-K, among others, could materially and adversely affect our business, reputation, financial condition, results of operations, and stock price.

We are not currently a “controlled company” under Nasdaq rules, but if Green Thumb and its affiliates acquire more than 50% of our voting power, we would be deemed a “controlled company” and could rely on exemptions from certain corporate governance requirements, which could reduce protections available to our other stockholders**and result in the loss of our smaller reporting company status.

As of September 30, 2026, RSLGH, a subsidiary of Green Thumb, held approximately 32% of our outstanding Common Stock and, accordingly, we are not currently a “controlled company” within the meaning of the Nasdaq listing rules. However, as a result of the Amendment, which removed beneficial ownership limitations on the conversion of the Convertible Notes and the exercise of the pre-funded warrants held by RSLGH, Green Thumb and its affiliates beneficially own approximately 89.9% of our Common Stock and may, at any time and in their sole discretion, convert the Convertible Notes or exercise the pre-funded warrants and thereby acquire more than 50% of our outstanding voting power.

If Green Thumb and its affiliates acquire more than 50% of our voting power, we would be deemed a “controlled company” under Nasdaq Listing Rule 5615(c). As a controlled company, we would be permitted to elect not to comply with certain Nasdaq corporate governance requirements that currently apply to us, including the requirements that (i) a majority of our board of directors consist of independent directors, (ii) director nominees be selected, or recommended for selection, by a majority of the independent directors or a nominating committee composed solely of independent directors, and (iii) executive compensation be determined, or recommended for determination, by a compensation committee composed solely of independent directors. If we were to become a controlled company and elect to rely on some or all of these exemptions, our stockholders would not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements. Even if we do not rely on these exemptions, Green Thumb would be able to control the election of our directors and the outcome of substantially all matters submitted to a vote of our stockholders.

In addition, if Green Thumb and its affiliates acquire more than 50% of our outstanding voting securities, we would become a majority-owned subsidiary of Green Thumb and, because Green Thumb does not currently qualify as a smaller reporting company, we would no longer qualify as a smaller reporting company as of our next applicable determination date under applicable SEC rules. The loss of smaller reporting company status would subject us to expanded disclosure and other reporting requirements and could increase our legal, accounting and other compliance costs and the demands on management.