RYTHM, Inc. 10-Q

Item 4. Controls and Procedures Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Interim Chief Executive Officer, to allow timely decisions regarding required disclosure. 41 Evaluation of Disclosure Controls and Procedures As required by paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act, our Interim Chief Executive Officer and our Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2025. Based on this evaluation, our Interim Chief Executive Officer and our Chief Financial Officer concluded that, due to the material weaknesses in our internal control over financial reporting previously identified in Item 9A, “Controls and Procedures” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and filed with the SEC on March 21, 2025, as amended on March 28, 2025, our disclosure controls and procedures were not effective at the reasonable assurance level as of September 30, 2025. As of September 30, 2025, management continues to focus on strengthening our internal control over financial reporting (“ICFR”) to remediate the current material weaknesses previously disclosed in our 2024 Form 10-K. Under the oversight of senior management and the Audit Committee of the Board of Directors, we have initiated and are in the process of executing remediation plans designed to address the underlying causes of these material weaknesses. Key measures include: ● Expanding our accounting and financial reporting personnel with additional U.S. GAAP and SEC reporting experience; ● Establishing enhanced monitoring and review controls for non-recurring and complex transactions to ensure the accuracy and completeness of our financial statements and related disclosures; ● Formalizing and maintaining documentation of critical controls and accounting policies to strengthen consistency and accountability across the Company; ● Engaging nationally recognized third-party advisors on specific technical accounting and valuation matters; and ● Implementing and reinforcing segregation of duties within key financial reporting and operational processes. Management, including the Interim Chief Executive Officer and Chief Financial Officer, has reaffirmed the importance of a strong control environment and an organization-wide focus on internal control and accountability. The material weaknesses will not be considered remediated until the applicable controls have been designed, implemented, and have operated effectively for a sufficient period of time, and management has completed testing to confirm their operating effectiveness. We are committed to maintaining a strong control environment and will continue to monitor the effectiveness of our remediation actions and modify our plans as necessary to ensure the identified material weaknesses are fully remediated. Changes in Internal Control Over Financial Reporting Other than those measures intended to remediate the material weaknesses noted above, there have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 42 PART II — OTHER INFORMATION