[8-K] Algorhythm Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Algorhythm Holdings, Inc. (RIME) filed a current report announcing that it released a press release with its financial results for the third quarter ended September 30, 2025, furnished as Exhibit 99.1. The company also reported that, effective November 14, 2025, board member Jay B. Foreman resigned from the Board of Directors and from the audit, compensation, nominating and corporate governance, and executive committees. The company stated that his resignation was not due to any disagreement with the company on its operations, policies, or practices.

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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): 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. ☐

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)

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	ALGORHYTHM HOLDINGS, INC.
	By:	/s/ Alex Andre
	Name:	Alex Andre
	Title:	Chief Financial Officer and General Counsel

FAQ

What did Algorhythm Holdings, Inc. (RIME) announce in this 8-K filing?

The company announced that it issued a press release with its financial results for the third quarter ended September 30, 2025, and disclosed the resignation of director Jay B. Foreman effective November 14, 2025.

What financial period does Algorhythm Holdings, Inc. (RIME) cover in the new press release?

The press release covers Algorhythm Holdings, Inc.'s financial results for its third quarter ended September 30, 2025, and is furnished as Exhibit 99.1.

Is the Algorhythm Holdings, Inc. (RIME) Q3 2025 press release considered filed with the SEC?

No. The Q3 2025 press release, furnished under Item 2.02 as Exhibit 99.1, is expressly stated as being furnished and not deemed filed for purposes of Section 18 of the Exchange Act.

Which director resigned from Algorhythm Holdings, Inc. (RIME) and when was it effective?

Jay B. Foreman resigned from the Board of Directors of Algorhythm Holdings, Inc., effective November 14, 2025, as disclosed under Item 5.02.

Did Jay B. Foreman’s resignation from Algorhythm Holdings, Inc. (RIME) involve any disagreement with the company?

The filing states that Mr. Foreman’s resignation was not the result of any disagreements with Algorhythm Holdings, Inc. regarding its operations, policies, practices, or other matters.

What board committees did Jay B. Foreman leave at Algorhythm Holdings, Inc. (RIME)?

Upon his resignation, Jay B. Foreman left the audit committee, compensation committee, nominating and corporate governance committee, and executive committee of the Board of Algorhythm Holdings, Inc.

Where can investors find the detailed Q3 2025 results for Algorhythm Holdings, Inc. (RIME)?

Investors can refer to Exhibit 99.1 to this report, which contains the full text of the press release with Algorhythm Holdings, Inc.’s third quarter 2025 financial results.