Algorhythm Holdings (RIME) files Form 12b-25 to delay Q2 2025 10-Q

Rhea-AI Filing Summary

Algorhythm Holdings, Inc. filed a notification that it will be late in submitting its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. The company states it is unable to file the report on time without unreasonable effort or expense. Under this notice, Algorhythm plans to file the Form 10-Q no later than the fifth calendar day after the original due date, consistent with Rule 12b-25 under the Securities Exchange Act of 1934.

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: June 30, 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, without unreasonable effort or expense, its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, the Company will file its Form 10-Q no later than the fifth 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		596-1000
	(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: August 14, 2025	By:	/s/ Alex Andre
	Name:	Alex Andre
	Title:	Chief Financial Officer and General Counsel

FAQ

Why did Algorhythm Holdings (RIME) file a Form 12b-25 for its June 30, 2025 quarter?

Algorhythm Holdings, Inc. filed Form 12b-25 because it is unable to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 on time without unreasonable effort or expense.

When does Algorhythm Holdings (RIME) expect to file its delayed Form 10-Q?

Algorhythm Holdings, Inc. states that it will file its Form 10-Q for the quarter ended June 30, 2025 no later than the fifth calendar day following the prescribed due date, as permitted by Rule 12b-25.

Which report is affected by Algorhythm Holdings’ late filing notice?

The notice covers Algorhythm Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

What regulation allows Algorhythm Holdings (RIME) extra time to file its 10-Q?

Algorhythm Holdings, Inc. is relying on Rule 12b-25 of the Securities Exchange Act of 1934, which allows a short extension for filing certain periodic reports when they cannot be filed on time without unreasonable effort or expense.

Who signed Algorhythm Holdings’ late filing notification for the June 30, 2025 quarter?

The notification was signed on behalf of Algorhythm Holdings, Inc. by Alex Andre, who is the Chief Financial Officer and General Counsel.