Algorhythm Holdings (NASDAQ: RIME) delays 10-K filing — 12b-25 notice

Rhea-AI Filing Summary

Algorhythm Holdings, Inc. has submitted a Notification of Late Filing (Form 12b-25) for its Annual Report on Form 10-K for the period ended December 31, 2025. The company states it will file its Form 10-K no later than the fifteenth calendar day following the prescribed due date.

The notification cites inability to file "without unreasonable effort or expense" and is signed by Alex Andre, Chief Financial Officer and General Counsel, dated April 1, 2026.

Key Figures

Period Ended: December 31, 2025 Required filing remedy: fifteenth calendar day Notification date: April 1, 2026

3 metrics

Period Ended December 31, 2025 Annual reporting period covered by the delayed Form 10-K

Required filing remedy fifteenth calendar day Commits to file Form 10-K no later than the fifteenth calendar day following the prescribed due date

Notification date April 1, 2026 Date the 12b-25 notice was signed by the CFO and GC

Key Terms

Rule 12b-25, Form 12b-25, Form 10-K

3 terms

Rule 12b-25 regulatory

"In accordance with Rule 12b-25 of the Securities Exchange Act of 1934"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 12b-25 regulatory

"FORM 12b-25 ... NOTIFICATION OF LATE FILING"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

Form 10-K financial

"its Annual Report on Form 10-K for the year ended December 31, 2025"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 12b-25

SEC File Number: 001-41405

CUSIP Number: 829322502

NOTIFICATION OF LATE FILING

(Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

For Period Ended: December 31, 2025

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

For the Transition Period Ended:

Nothing in this form shall be construed to imply that the Commission

has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I

REGISTRANT INFORMATION

Algorhythm Holdings, Inc.

Full Name of Registrant

Former Name if Applicable

6301 NW 5th Way, Suite 2900

Address of Principal Executive Office (Street and Number)

Fort Lauderdale, FL 33309

City, State and Zip Code

PART II

RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11–K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on of before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III

NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Algorhythm Holdings, Inc. (the “Company”) is unable to file within the prescribed time period, without unreasonable effort or expense, its Annual Report on Form 10-K for the year ended December 31, 2025. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, the Company will file its Form 10-K no later than the fifteenth calendar day following the prescribed due date.

PART IV

OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification.

	Alex Andre		954		800-0425
	(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) or the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Algorhythm Holdings, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 1, 2026	By:	/s/ Alex Andre
	Name:	Alex Andre
	Title:	Chief Financial Officer and General Counsel

FAQ

Why did Algorhythm (RIME) file a 12b-25 notice?

The company states it cannot file its Annual Report on Form 10-K for the period ended December 31, 2025, "without unreasonable effort or expense." The filing invokes Rule 12b-25 and commits to filing by the fifteenth calendar day after the prescribed due date.

When will Algorhythm (RIME) file the delayed 10-K?

Algorhythm says it will file its Form 10-K no later than the fifteenth calendar day following the prescribed due date. The notice uses the exact phrase "will file its Form 10-K no later than the fifteenth calendar day following the prescribed due date."

Who signed the 12b-25 notice for Algorhythm (RIME)?

The notice is signed by Alex Andre, who is identified as Chief Financial Officer and General Counsel. The signature block carries the date April 1, 2026 and provides a contact telephone number listed in the form.

Does the 12b-25 notice indicate missing prior reports for RIME?

The form includes a checkbox asking whether all other periodic reports for the preceding 12 months have been filed, with space to identify any that were not. The provided excerpt does not list any specific prior missing reports.

Will the 12b-25 filing delay affect Algorhythm’s reported results?

The form asks whether a significant change in results will be reflected in the delayed report, with Yes/No options. The excerpt does not attach a narrative or quantitative estimate of anticipated changes to earnings within the provided content.