Algorhythm Holdings (NASDAQ: RIME) restores Nasdaq equity compliance

Q: How much stockholders’ equity did Algorhythm Holdings (RIME) report?

Algorhythm reported stockholders’ equity of $3,168,000 in its Form 10-Q for the quarter ended March 31, 2026. This amount exceeds Nasdaq’s $2,500,000 minimum requirement for continued listing under Listing Rule 5550(b)(1).

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Algorhythm Holdings, Inc. reports that it has regained compliance with Nasdaq’s minimum stockholders’ equity requirement for continued listing. Nasdaq Listing Rule 5550(b)(1) requires stockholders’ equity of at least $2,500,000, and the company reported stockholders’ equity of $3,168,000 in its Form 10-Q for the quarter ended March 31, 2026.

The company states that equity improved by cutting operating expenses, increasing net sales in its SemiCab business, and selling common stock to Streeterville Capital, LLC under an August 21, 2025 securities purchase agreement that repaid various pre-paid purchases. Nasdaq previously granted extra time to regain compliance and will continue monitoring; failure to remain compliant in future periodic reports could still lead to delisting.

Positive

Algorhythm reported stockholders’ equity of $3,168,000 for the quarter ended March 31, 2026, above Nasdaq Listing Rule 5550(b)(1)’s $2,500,000 minimum, allowing the company to state it has regained compliance with continued listing requirements.

Negative

Nasdaq will continue monitoring Algorhythm’s stockholders’ equity, and the company indicates that if a future periodic report does not show compliance with the $2,500,000 minimum, its shares may again face the risk of delisting from the Nasdaq Capital Market.

Insights

Algorhythm has temporarily cleared Nasdaq’s equity bar but remains under scrutiny.

Algorhythm Holdings, Inc. moved back above Nasdaq’s minimum stockholders’ equity threshold under Listing Rule 5550(b)(1), which requires at least $2,500,000. The company reported stockholders’ equity of $3,168,000 for the quarter ended March 31, 2026, after previously falling below the requirement.

Management attributes the improvement to cost reductions, higher net sales in its SemiCab business, and equity financing via common stock sales to Streeterville Capital, LLC under an August 21, 2025 securities purchase agreement. This mix shows both operational contribution and reliance on external capital, which can affect future dilution and funding flexibility.

Nasdaq granted extra time to regain compliance and will keep monitoring equity levels in upcoming periodic reports. If future filings again show stockholders’ equity below $2,500,000, Nasdaq may initiate delisting, so sustainability of earnings and balance-sheet strength will be central in subsequent company disclosures.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Nasdaq equity requirement: $2,500,000 Reported stockholders’ equity: $3,168,000 Noncompliance notice date: November 28, 2025 +3 more

6 metrics

Nasdaq equity requirement $2,500,000 Minimum stockholders’ equity under Nasdaq Listing Rule 5550(b)(1)

Reported stockholders’ equity $3,168,000 Stockholders’ equity in Form 10-Q for quarter ended March 31, 2026

Noncompliance notice date November 28, 2025 Date Nasdaq notified company of stockholders’ equity deficiency

Plan submission date January 12, 2026 Date company provided Nasdaq with plan to regain compliance

Extension grant date January 28, 2026 Date Nasdaq granted extension to regain compliance

Securities purchase agreement date August 21, 2025 Date of agreement with Streeterville Capital, LLC

Key Terms

Nasdaq Listing Rule 5550(b)(1), stockholders’ equity, continued listing requirement, securities purchase agreement, +1 more

5 terms

Nasdaq Listing Rule 5550(b)(1) regulatory

"did not satisfy the continued listing requirement under Nasdaq Listing Rule 5550(b)(1)"

stockholders’ equity financial

"the Company’s stockholders’ equity as reported in its Quarterly Report"

Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.

continued listing requirement regulatory

"did not satisfy the continued listing requirement under Nasdaq Listing Rule 5550(b)(1)"

Rules a stock exchange sets that a publicly traded company must follow to keep its shares listed, such as minimum share price, market value, shareholder equity, and timely financial reporting. These rules matter to investors because failing them can lead to removal from the exchange, which can make shares harder to buy or sell and often lowers their value — like a club with membership requirements where losing eligibility restricts access and signals trouble.

securities purchase agreement financial

"under that certain securities purchase agreement, dated August 21, 2025"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

pre-paid purchases financial

"which repaid various pre-paid purchases that the Company had completed with Streeterville"

Understanding 8-K Material Events →

05/21/2026 - 05:11 PM

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):

May 21, 2026

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) 800-0425

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 8.01 Other Events.

On November 28, 2025, Algorhythm Holdings, Inc. (the “Company”) received notification from the Nasdaq Stock Market, LLC (the “Nasdaq”) that the Company’s stockholders’ equity as reported in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 did not satisfy the continued listing requirement under Nasdaq Listing Rule 5550(b)(1) (the “Rule”), which provides that the Company must maintain stockholders’ equity of at least $2,500,000. On January 12, 2026, the Company provided the Nasdaq with a detailed plan to regain compliance with the Rule. On January 28, 2026, the Nasdaq notified the Company that it had granted the Company an extension of time to regain compliance with the Rule.

On May 14, 2025, the Company filed its quarterly report on Form 10-Q for the period ended March 31, 2026 wherein the Company reported stockholders’ equity of $3,168,000. As a result, the Company believes that it has regained compliance with the Rule for continued listing on the Nasdaq Stock Market, LLC.

The Company increased its stockholders’ equity during the quarter ended March 31, 2026 by: (i) reducing various expenses associated with the operation of the Company’s business and generating an increased amount of net sales through its SemiCab business, and (ii) selling shares of its common stock to Streeterville Capital, LLC (“Streeterville”) under that certain securities purchase agreement, dated August 21, 2025, between the Company and Streeterville, which repaid various pre-paid purchases that the Company had completed with Streeterville under that agreement.

The Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, the Company may be subject to delisting.

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: May 21, 2026	ALGORHYTHM HOLDINGS, INC.

	By:	/s/ Alex Andre
	Name:	Alex Andre
	Title:	Chief Financial Officer and General Counsel

Source: View Original Filing on SEC EDGAR

FAQ

What Nasdaq rule did Algorhythm Holdings (RIME) need to satisfy?

Algorhythm needed to satisfy Nasdaq Listing Rule 5550(b)(1). This rule requires companies on the Nasdaq Capital Market to maintain at least $2,500,000 in stockholders’ equity to keep their shares listed for trading on the exchange.

How much stockholders’ equity did Algorhythm Holdings (RIME) report?

Algorhythm reported stockholders’ equity of $3,168,000 in its Form 10-Q for the quarter ended March 31, 2026. This amount exceeds Nasdaq’s $2,500,000 minimum requirement for continued listing under Listing Rule 5550(b)(1).

How did Algorhythm Holdings (RIME) increase its stockholders’ equity?

Algorhythm increased stockholders’ equity by reducing operating expenses, generating higher net sales through its SemiCab business, and selling shares of common stock to Streeterville Capital, LLC under an August 21, 2025 securities purchase agreement that repaid prior pre-paid purchases.

Did Nasdaq grant Algorhythm Holdings (RIME) extra time to regain compliance?

Yes. After notifying Algorhythm on November 28, 2025 of noncompliance, Nasdaq granted an extension on January 28, 2026. This followed the company’s January 12, 2026 submission of a detailed plan describing how it intended to regain compliance with Listing Rule 5550(b)(1).

Is Algorhythm Holdings (RIME) fully secure from delisting risk now?

Algorhythm states it believes it has regained compliance, but Nasdaq will continue monitoring future reports. If a subsequent periodic filing does not show stockholders’ equity at or above $2,500,000, the company’s shares may again be subject to potential delisting.

What role did Streeterville Capital play in Algorhythm Holdings’ (RIME) equity?

Streeterville Capital, LLC purchased Algorhythm common stock under an August 21, 2025 securities purchase agreement. Those share sales repaid various pre-paid purchases and contributed to the company’s higher stockholders’ equity reported for the quarter ended March 31, 2026.

Filing Exhibits & Attachments

3 documents