RIME investors approve reverse split, Nevada shift and equity plan

Rhea-AI Filing Summary

Algorhythm Holdings, Inc. (RIME) reported results of its 2025 annual stockholder meeting. Stockholders representing 1,194,491 shares, or 45.2% of the common stock outstanding and eligible to vote, were present in person or by proxy, constituting a quorum.

All seven director nominees were elected. Stockholders approved authorizing the board to implement a reverse stock split at a ratio between 1-for-2 and 1-for-10 within one year of November 20, 2025, and approved reincorporation of the company from Delaware to Nevada by conversion.

They also approved increasing the shares authorized under the 2022 Equity Incentive Plan to 5,000,000, and approved the potential issuance of common stock to Streeterville Capital, LLC in pre-paid financing transactions that may collectively equal or exceed 20% of the company’s issued and outstanding common stock. In addition, stockholders ratified M&K CPAs as auditor for the fiscal year ending December 31, 2025 and approved the ability to adjourn the meeting to solicit additional proxies on key proposals.

Positive

• None.

Negative

• Potential dilution from approved financing: Stockholders approved issuing shares of common stock to Streeterville Capital, LLC in pre-paid financing transactions that may collectively equal or exceed 20% of the company’s issued and outstanding common stock, which could materially dilute existing stockholders if fully utilized.

Insights

Corporate governance and capital markets analyst

Stockholders authorized significant capital and structural flexibility, including a reverse split range and sizable financing capacity.

The meeting outcomes give Algorhythm Holdings, Inc. broad tools to manage its capital structure. Approval to implement a reverse stock split between 1-for-2 and 1-for-10 within one year of November 20, 2025 allows the board to reduce the share count if it chooses, which can affect trading price per share and exchange listing compliance, depending on how and when it is used.

The Nevada reincorporation approval indicates stockholder support for changing the legal domicile, which typically affects corporate law framework, board authority, and litigation venue, though the specific effects depend on the detailed conversion terms referenced in related documents. Increasing the 2022 Equity Incentive Plan share authorization to 5,000,000 shares expands capacity for equity-based compensation, which can align management incentives but also implies potential future dilution.

The approved pre-paid financing proposal permits issuing shares of common stock to Streeterville Capital, LLC in transactions that may collectively equal or exceed 20% of issued and outstanding common stock. That level of potential issuance is material and could significantly increase the public float and dilute existing holdings, depending on how much of the authorized capacity is ultimately used. Ratification of M&K CPAs as auditor maintains continuity in financial statement auditing without indicating a change in financial condition.

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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 20, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 20, 2025, the stockholders of Algorhythm Holdings, Inc. (the “Company”) approved and adopted an amendment (the “Plan Amendment”) to the Company’s 2022 Equity Incentive Plan, as amended (the “Plan”), at its 2025 annual meeting of stockholders (the “Annual Meeting”). A summary of the material terms of the Plan, as amended by the Plan Amendment, is included under the heading “Proposal 4: Amendment to the 2022 Equity Incentive Plan” in the definitive proxy statement filed by the Company in connection with the Annual Meeting with the Securities and Exchange Commission on October 16, 2025. The summary is qualified in its entirety by reference to the full text of the Plan, as amended by the Plan Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On November 20, 2025, the Company held the Annual Meeting. A total of 1,194,491 shares of common stock, par value $0.01 per share (the “Common Stock”), representing 45.2% of the aggregate shares of Common Stock outstanding and eligible to vote and constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.

All seven director nominees were elected as directors of the Company to serve until the Company’s 2026 annual meeting of stockholders.

The stockholders approved a proposal to authorize the board of directors to: (i) amend the Company’s certificate of incorporation to combine outstanding shares of Common Stock into a lesser number of outstanding shares, or complete a reverse stock split, at a specific ratio within a range of one-for-two (1-for-2) to a maximum of one-for-ten (1-for-10), with the exact ratio to be determined by the board of directors in its sole discretion, without further stockholder approval, and (ii) effect the reverse stock split, if at all, within one (1) year of November 20, 2025 (the “Reverse Stock Split Proposal”).

The stockholders approved the reincorporation of the Company from the State of Delaware to the State of Nevada by conversion (the “Nevada Reincorporation Proposal”).

The stockholders approved an amendment to the Plan to increase the number of shares of Common Stock authorized for issuance thereunder to 5,000,000 (the “2022 Plan Amendment Proposal”).

The stockholders approved the issuance of shares of Common Stock to Streeterville Capital, LLC in pre-paid financing transactions that may collectively equal or exceed 20% of the Company’s issued and outstanding shares of Common Stock (the “Pre-Paid Financing Proposal”).

The stockholders ratified the selection of M&K CPAs as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for its fiscal year ending December 31, 2025 (the “Ratification of M&K CPAs Proposal”).

The stockholders approved one or more adjournments of the Annual Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Reverse Stock Split Proposal, the Nevada Reincorporation Proposal, the 2022 Plan Amendment Proposal and the Pre-Paid Financing Proposal if there are not sufficient votes at the Annual Meeting to approve and adopt these proposals (the “Adjournment Proposal”).

The final voting results on these matters were as follows:

1. Election of Directors:

Name		Votes For		Votes Withhold		Broker Non-Vote
(1) Gary Atkinson		629,414		59,085		505,992
(2) Bernardo Melo		656,812		31,687		505,992
(3) Harvey Judkowitz		657,045		31,454		505,992
(4) Jay B. Foreman		656,971		31,528		505,992
(5) Ajesh Kapoor		656,838		31,661		505,992
(6) Scott Thorn		656,961		31,538		505,992
(7) Kapil Gupta		656,885		31,614		505,992

2. Reverse Stock Split Proposal:

Votes For		Votes Against		Votes Abstained
1,067,850		125,822		819

3. Nevada Reincorporation Proposal:

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
622,658		35,133		30,708		505,992

4. 2022 Plan Amendment Proposal:

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
587,132		100,999		368		505,992

5. Pre-Paid Financing Proposal:

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
595,879		90,038		2,582		505,992

6. Ratification of M&K CPAs Proposal:

Votes For		Votes Against		Votes Abstained
1,141,975		49,072		3,444

7. Adjournment Proposal:

Votes For		Votes Against		Votes Abstained
1,112,878		80,167		1,446

Item 9.01 Financial Statement and Exhibits.

Exhibit No.		Description
10.1		Amendment to the Algorhythm Holdings, Inc. 2022 Equity Incentive Plan
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 26, 2025

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

FAQ

What did Algorhythm Holdings, Inc. (RIME) stockholders approve regarding the reverse stock split?

Stockholders approved authorizing the board of Algorhythm Holdings, Inc. to amend the certificate of incorporation to combine outstanding shares of common stock in a reverse stock split at a ratio within a range of 1-for-2 to a maximum of 1-for-10, with the exact ratio to be determined by the board in its sole discretion and the reverse split to be effected, if at all, within one year of November 20, 2025.

Did Algorhythm Holdings (RIME) stockholders approve reincorporation to Nevada?

Yes. Stockholders approved the Nevada Reincorporation Proposal, which authorizes the reincorporation of the company from the State of Delaware to the State of Nevada by conversion. The proposal received 622,658 votes for, 35,133 votes against, 30,708 abstentions, and 505,992 broker non-votes.

How many shares participated in Algorhythm Holdings’ 2025 annual meeting and what percentage of voting power was represented?

A total of 1,194,491 shares of common stock were represented in person or by valid proxy at the annual meeting, representing 45.2% of the aggregate shares of common stock outstanding and eligible to vote, which constituted a quorum for conducting business.

What change was made to Algorhythm Holdings’ 2022 Equity Incentive Plan?

Stockholders approved an amendment to the company’s 2022 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance under the plan to 5,000,000. The detailed terms are set out in the plan document filed as Exhibit 10.1.

What is the pre-paid financing proposal involving Streeterville Capital and how large could it be?

The Pre-Paid Financing Proposal approved by stockholders authorizes the issuance of shares of common stock to Streeterville Capital, LLC in pre-paid financing transactions that may collectively equal or exceed 20% of the company’s issued and outstanding common stock. This approval sets the framework for such transactions but does not itself specify timing or pricing.

Who was elected to Algorhythm Holdings’ board of directors at the 2025 annual meeting?

All seven nominees were elected as directors to serve until the 2026 annual meeting: Gary Atkinson, Bernardo Melo, Harvey Judkowitz, Jay B. Foreman, Ajesh Kapoor, Scott Thorn, and Kapil Gupta. Each received more votes for than votes withheld, with broker non-votes reported where applicable.

Which auditing firm did Algorhythm Holdings’ stockholders ratify for the 2025 fiscal year?

Stockholders ratified the selection of M&K CPAs as the company’s independent registered public accounting firm to audit the consolidated financial statements for the fiscal year ending December 31, 2025, with 1,141,975 votes for, 49,072 votes against, and 3,444 votes abstaining.