RYTHM (RYM) Proxy filing summary

Executive summary

• A virtual special meeting is scheduled for August 10, 2026, to vote on a single proposal regarding the issuance of shares of Common Stock related to convertible notes, warrants, and shared services agreements in compliance with Nasdaq Listing Rule 5635.

• Only shareholders of record as of June 26, 2026, are eligible to vote, with 2,179,128 shares of Common Stock outstanding as of that date.

• The Board unanimously recommends voting in favor of the proposal, citing the need for capital and strategic alignment with Green Thumb Industries.

Voting matters and shareholder proposals

• The sole item for vote is the approval of share issuance to holders of certain convertible promissory notes and warrants, and under shared services agreements, as required by Nasdaq rules.

• Approval requires a majority of votes cast, with abstentions not affecting the outcome.

• No other business will be transacted at the meeting per company bylaws.

• Advance notice procedures for future shareholder proposals and director nominations are outlined for the 2027 annual meeting.

Board of directors and corporate governance

• The Board is composed of directors, including Benjamin Kovler (Chairman and Interim CEO) and Armon Vakili, both affiliated with Green Thumb Industries.

• If the proposal is approved, Green Thumb, through RSLGH, could control over 90% of voting power, potentially qualifying the company as a "controlled company" under Nasdaq rules and exempting it from certain board independence requirements.