RYTHM, Inc. (RYM) June 2026 Annual General Meeting Transcript

Good day, everyone, and welcome to the 2026 Rhythm Annual Meeting. Now, I'll turn the call over to your host, Chairman Ben Kovler. Please go ahead, Ben.

Thank you. Good afternoon, everyone. I am Ben Kovler, Chairman and Interim Chief Executive Officer of Rhythm, Inc. On behalf of our Board of Directors and Management, I would like to welcome all of you to Rhythm's 2026 Annual Meeting of Stockholders. Thank you for joining us today. It is now 3 p.m. Central Time on June 16, 2026. and this meeting is officially called to order members of our management team board of directors and representative guzman gray our auditors are joining me today before beginning the formal business of the meeting i would like to direct everyone to the meeting agenda which you can see on your screen in the virtual meeting portal and to the rules for orderly conduct which you can review by clicking on the arrow next to rules and procedures in the meeting materials section of the portal window. It is our intention to follow the agenda so that the purpose of the meeting may be achieved in an orderly and expeditious fashion. Stockholders attending this meeting will have an opportunity to ask questions in the designated field on the web portal, and we request that submitted questions are relevant to the purposes of this meeting. The company will make every effort to address each of the submitted stockholder questions, but may not be able to do so during the meeting. To conduct an orderly meeting, we ask that all participants abide by the posted rules and please note that the rules of conduct will apply to all questions posed please note that today's meeting is being recorded however no one attending via the webcast or telephone is permitted to use any audio recording device Kate Lloyd who is here with me will be acting as secretary for this meeting and we will now turn to the formal proceedings today's meeting is taking place pursuant to the notice of annual meeting, which was dated April 27, 2026. Our proxy statement was properly made available to all stockholders of record at the close of business on April 27, 2026. The record date for this meeting is April 20, 2026. No coincidence there. And only stockholders of record on that date are entitled to vote at this meeting. A list of the company's stockholders as of the record date is available today for examination. Robert Johnson has been appointed inspector of elections by the board of directors of the company and he has taken the oath of inspector of elections and will assist in the conduct of this election. To assist in the record keeping we will assume that all stockholders who have signed and returned proxy card or previously voted by phone or internet intend to vote their shares as previously voted unless such stockholders vote through the web portal today. Immediately prior to the meeting the inspector of elections advised me that the holders of greater than one-third of the company's issued and outstanding shares entitled to vote as of the record date are represented here today by proxy. According to our bylaws, holders of one-third of our issued and outstanding shares represent a quorum. Therefore, today's meeting may proceed. The first order of business on the agenda is the presentation and discussion regarding the proposals presented for approval or ratification at this annual meeting of stockholders. The proposals for today's meetings are as follows, and I'll read them. Proposal number one. The first proposal is the election of seven directors nominated by the Board of Directors each for a one-year term, such term to continue until the annual meeting of stockholders in 2027 and until such directors' successors are duly elected and qualified or until their earlier resignation or removal. As set forth in the proxy statement made available to stockholders in connection with this meeting, the Board of Directors has nominated the following individuals as directors of the company. Benjamin Kovler, Max Holtzman, Timothy Mahoney, peter shapiro sanjay tolia armand vakili krishnan varier the affirmative vote of a plurality of the votes cast at this meeting is required for the election of the nominee each stockholder that is entitled to vote is entitled to vote for or withhold his or her vote from the nominees proposal two the second proposal is the ratification of the appointment of guzman gray as our independent registered public accounting firm for the fiscal year ending December 31st, 2026. The affirmative vote of a majority of the votes cast on this proposal is required for the approval of this proposal. On this proposal, each stockholder that is entitled to vote is entitled to vote for, against, or abstain. Proposal number three. The third proposal is the approval of the amendment to our 2022 omnibus equity incentive plan to increase the number of shares of common stock available for the issuance thereunder by 115,000 shares. The affirmative vote of a majority of the votes cast on this proposal will be required to approve this proposal on this proposal each stockholder is entitled to vote is entitled to vote for against or abstain if a stockholder would like to make a comment regarding any of the proposals please submit your comment through the web portal now given there are no comments through the web portal now there being no further discussion regarding the proposals we will turn to the second order of business on today's date, June 16, 2026, and now declare the polls open for a vote of the stockholders on each proposal. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting buttons on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their votes do not need to take any further action. We're going to pause now for voting it now appears that everyone has had an opportunity to vote and i now declare the polls closed for the 2026 annual meeting of stockholders close the polls good job i have been advised by the inspector of elections that all motions have passed by the requisite majority of the votes cast at this meeting therefore i declare all the resolutions passed the vote totals were reported on form 8k to be filed with the security exchange commission there being no further business to come before the formal portion of this meeting I hereby declare the formal portion of this meeting adjourned and we will now address any general questions from shareholders there any questions now would be the time I'm advised there are no relevant questions so we thank you for your participation and before we conclude I think I'm going to go through the presentation here you should be looking at the agenda and so now we're going to flip some of these slides to put some of this in context. So Rhythm Inc., the business that we all own stock in, is structured to capture THC demand as regulations shift. One thing that is certain is the THC regulations in the country are not going to stay the same as they were last year, next year. And so we position this business to take advantage of the THC demand across the country, to take advantage of that regulatory uncertainty. And we think Rhythm can unlock that value across several different frameworks, depending on how things go.

The size of the industry we're in, and we think we're pretty conservative here in the dark bars, which is really hemp.

But you see the regulated state regulated cannabis market there of approximately 30 billion today and growing with the hemp add on now with the farm bill loophole potentially closing TBD. But we're looking at a 30 to 50 current market size, which we think can really grow. And a couple of stats on here, I'm not going to read everything on here, but the one in three Gen Z and millennials now regularly drink THC beverages, that's a material move. That's a material shift in the human, in the American consumer behavior. We position the business to take advantage of that. There really has never been something like this that's come about in an intoxicating beverage recently. So we're excited about that. And the demographic shifts are with us. Look at these stats in terms of age group on who's drinking THC versus alcohol. And what you can tell is the people in the light purple 19 to 30 are just going to get older and older. So it's better to be investing in the left part of that graph than the right part. And the graph on the right shows there's more daily users of THC in America today than there are daily users of alcohol. That's a massively important thing that will, that drives our investment, that drives our sort of our business positioning. And we feel we like that. In terms of the product, it's not defined. There's not a different product available different channels. And one of the things that's important is that products made from hemp with using THC isolate has been able to be the same product, especially on the edibles and drinks category as the cannabis side. So we try to represent that here. That's often a stat many of our investors and many folks don't understand, but if you're using THC isolate, apples to apples, it's the same thing. This is the regulatory shifting landscape that we stand on today. medical cannabis has been rescheduled so with the DEA registration you can a medical cannabis operator is now moved from schedule one to schedule three the adult use process is ongoing with the ALJ hearing starting I think next week concluding July 15th and we expect resolution on that through recommendation through rescheduling sometime this calendar year I mentioned the federal hemp restrictions which the farm bill loophole closing as part of the appropriations bill which was a material shift to the cannabis landscape in the country and the THC landscape, and the state markets continued to evolve. We've seen various shifts in different states as recently as this week. But what does Rhythm have? Rhythm owns these channel-agnostic THC brands, some of which sell at Target and Vinny's. Others sell at some of the nation's biggest and best dispensaries around the country.

These are some of our brands and how they look. So we really think we've positioned Rhythm as America's THC company.

What does that mean? We have a portfolio of leading brands. We are around the country. We have name recognition among consumers. And the team that's driving this has proven track record of doing that. And we think it's very early to build these national brands. And as regulations shift, that should allow us to do things. And you can think about things like normal marketing and general marketing activities that really don't exist in the regulated channel that will exist here. You can see what these brands look like. You can see some of the collateral and some of the life forms that some of these brands have taken, the product offerings and things like that. Where does that put us as stockholders of Rhythm? We have a licensing business that's generating $70-plus million of annual business. First quarter revenue was $13.3. We've guided towards $22 million. We feel good about the $22 million. It's those brands and that picture that's driving all of the business, and we're pleased with where those are. And none of this would happen without the team. We have the team through a management service agreement. This is the team that has put up these kinds of numbers out here on the green thumb side, whether it's the cash or the margins or the revenue.

And the team is available for the Rhythm Inc. group to go attack whatever we choose to be executing it. I wanted to put a clear slide about just the cap table here.

So I would think about it at 16.2 million total shares. You can see the common shares today. You can see the pre-funded warrants and the converts. after those converted years, 16, you have zero debt. So that's an important clean balance sheet that we have.

I think it's important to be transparent on what the market cap is and what we're trying to build. That's it. That was exciting. Thank you all for joining.

And this is going to conclude our 2026 annual meeting. Back to you, operator.

Thank you. That does conclude our meeting today. Thank you for joining. You may now disconnect.