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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): |
October
6, 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. ☐
Item
4.01 Changes in Registrant’s Certifying Accountant.
(a)
Dismissal of Independent Registered Public Accounting Firm
On
October 6, 2025, Algorhythm Holdings, Inc. (the “Company”) dismissed Berkowitz Pollack Brant, Advisors + CPAs (“Berkowitz”)
as the Company’s independent registered public accounting firm effective on that date. The dismissal of Berkowitz was approved
by the Audit Committee of the Board of Directors of the Company. Berkowitz did not issue an audit report on the Company’s financial
statements.
During
the period commencing June 2, 2025, which is the date the Company engaged Berkowitz, through October 6, 2025, which is the date of this
Current Report on Form 8-K:
(i)
there were no “disagreements” (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) between the Company and Berkowitz on any matter of
accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Berkowitz, would have caused Berkowitz to make reference to the subject matter of the disagreements in its reports
on the financial statements of the Company for such years; and
(ii)
there were no “reportable events” (within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions
under the Exchange Act), except for the material weaknesses in the Company’s internal control over financial reporting as reported
in Part II, Item 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (as audited by the Company’s
previous independent registered public accounting firm), as filed with the Securities and Exchange Commission (“SEC”) on
April 15, 2025.
The
Company provided Berkowitz with a copy of this Current Report on Form 8-K prior to filing it with the SEC and requested that Berkowitz
furnish the Company with a letter addressed to the SEC stating whether or not Berkowitz agrees with the statements made by the Company
under Item 4.01(a) of this Form 8-K. A copy of Berkowitz’s letter, dated October 9, 2025, is filed as Exhibit 16.1 to this Current
Report on Form 8-K.
(b)
Engagement of New Independent Registered Public Accounting Firm
On
October 6, 2025, the Company engaged M&K CPAs PLLC (“M&K CPAs”) as the Company’s new independent registered
public accounting firm for the fiscal year ending December 31, 2025.
During
the Company’s nine-month period ended December 31, 2023, the Company’s fiscal year ended December 31, 2024, and the subsequent
period through October 6, 2025, which is the date of this Current Report on Form 8-K, neither the Company nor anyone on the Company’s
behalf consulted with M&K CPAs regarding:
(i)
the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company’s financial statements, and M&K CPAs did not provide any written or oral advice that was an
important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or
(ii)
any matter that was either the subject of a “disagreement” (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and
the related instructions under the Exchange Act), or a “reportable event” (within the meaning of Item 304(a)(1)(v) of Regulation
S-K and the related instructions under the Exchange Act).
Item
9.01 Financial Statement and Exhibits.
| Exhibit
No. |
|
Description |
| 16.1 |
|
Letter of Berkowitz Pollack Brant, Advisors + CPAs to the Securities and Exchange Commission, dated October 9, 2025 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
October 9, 2025 |
ALGORHYTHM
HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/
Alex Andre |
| |
Name: |
Alex
Andre |
| |
Title: |
Chief
Financial Officer and General Counsel |
