Algorhythm Holdings, Inc.

Regulatory Filings • Nov 19, 2025

Field: Rule-Page

Field: /Rule-Page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 14, 2025

| ALGORHYTHM
HOLDINGS, INC. |
| --- |
| (Exact
Name of Registrant as Specified in Charter) |

Delaware	001-41405	95-3795478
(State
or Other Jurisdiction	(Commission	(IRS
Employer
of
Incorporation)	File
Number)	Identification
No.)

| 6301
NW 5th Way , Suite 2900 | |
| --- | --- |
| Fort
Lauderdale , FL | 33309 |
| (Address
of Principal Executive Offices) | (Zip
Code) |

Registrant’s Telephone Number, Including Area Code: (954) 596-1000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| --- | --- |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |

Securities registered pursuant to Section 12(b) of the Act:

| Title
of each class | Trading
Symbol(s) | Name
of each exchange on which registered |
| --- | --- | --- |
| Common
Stock, par value $0.01 per share | RIME | The
Nasdaq Stock Market LLC (The
Nasdaq Capital Market) |

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

Item 2.02 Results of Operations and Financial Condition

On November 19, 2025, Algorhythm Holdings, Inc. (the “Company”) issued a press release announcing its financial results for its third quarter ended September 30, 2025. The full text of the press release is furnished herewith as Exhibit 99.1.

The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth in such filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective November 14, 2025, Jay B. Foreman resigned from the Board of Directors (the “Board”) of the Company and as a member of the Board’s audit committee, compensation committee, nominating and corporate governance committee, and executive committee. Mr. Foreman’s resignation was not the result of any disagreements with the Company regarding any matters related to its operations, policies, practices, or otherwise.

Item 9.01 Financial Statements and Exhibits

| Exhibit
No. | Description |
| --- | --- |
| 99.1 | Press Release dated November 19, 2025 |
| 104 | Cover
Page Interactive Data File (embedded within the Inline XBRL document) |

Field: Page; Sequence: 2

Field: /Page

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

| Date:
November 19, 2025 | |
| --- | --- |
| By: | /s/
Alex Andre |
| Name: | Alex
Andre |
| Title: | Chief
Financial Officer and General Counsel |

Field: Page; Sequence: 3; Options: Last

Field: /Page

Field: Set; Name: xdx; ID: xdx_08B_extensions eJxFjd0KwjAMhZ9g7xB6La4bKLJLxxRxyhhDvK0uSnFrRlr/Hsm3tNsQQyAk53wnQkzEmla6QYbjssyhwrZrlEMo8YKM5ozekW62CfhZ4lVbx8q4Yf2BKXkGPTOfxid/H5wPbbFOIIrCaBHGM5CzREoodiLo9ZTMRddonFYNKFNDwdSxRqf4PSZU6kWG2vfw6YBsNRkfN5Wj/IFYRjHs6aGexDcLeZ6KYDJUINZM9867spdD05OQNdj6d3ak/x18AcnGSlk=