Welcome to our dedicated page for Algorhythm Holdings SEC filings (Ticker: RIME), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Algorhythm Holdings, Inc. (RIME) calls a virtual annual meeting on November 20, 2025 to vote on seven directors and several capital and governance proposals. The agenda includes: authorization for a reverse stock split at a ratio between 1-for-2 and 1-for-10, a reincorporation to Nevada, an amendment to the 2022 Equity Incentive Plan to raise authorized shares to 5,000,000, approval of potential share issuances to Streeterville Capital, LLC in pre-paid financings that may equal or exceed 20% of outstanding common stock, ratification of M&K CPAs as auditor, and potential adjournment.
Holders of record on September 29, 2025 may vote; 2,641,778 shares were outstanding as of the record date. For Proposal 5, 95,694 Streeterville “Commitment Shares” will be excluded from the Nasdaq-compliance tabulation. A quorum requires one-third of shares (33 1/3%). The reverse split is intended to help maintain Nasdaq’s $1.00 bid price standard, with implementation at the board’s discretion within one year of approval.
Algorhythm Holdings, Inc. (RIME)Scott Thorn. The filing states that no securities are beneficially owned as of 10/06/2025. This is a routine disclosure indicating the director held no reportable equity at the time of the event.
Algorhythm Holdings, Inc. (RIME) is soliciting proxies for its 2025 annual meeting to elect seven director nominees and to vote on several governance and corporate-structure proposals, including a reverse stock split, a proposed Nevada reincorporation, an amendment to the 2022 equity plan, a pre-paid transaction proposal, and ratification of M&K CPAs as the independent registered public accounting firm for the fiscal year ending December 31, 2025. Stockholders can listen, submit questions and vote online at the provided portal; in-person attendance is not permitted. The filing discloses executive and director compensation tables showing total compensation figures by year (examples include $283,454 for one executive in Fiscal Year 2024 and $307,451 for Fiscal Year 2023 in certain tables), details on outstanding option awards with grant dates and exercise amounts, and board compensation practices such as a $25,000 annual cash retainer and a $25,000 annual stock option grant value for non-employee directors. The proxy states the board will determine timing for any Certificate of Amendment and may adjourn the meeting to solicit additional votes if proposals lack sufficient support.
Algorhythm Holdings, Inc. (RIME) filed a Form S-1 registering the resale of up to 10,095,694 shares of common stock by Streeterville Capital, including 95,694 commitment shares and up to 10,000,000 shares that may be issued under a pre-paid purchase facility.
The filing also includes a public offering prospectus for up to 1,133,652 shares issuable upon exercise of outstanding Series A warrants at $8.38 per share, which are currently exercisable and expire on January 13, 2030.
Under the Securities Purchase Agreement dated August 21, 2025, the Company may complete pre-paid purchases up to $20,000,000. An initial pre-paid purchase of $4,390,000 (9% interest, three-year maturity) was funded, subject to an original issue discount and expenses. Issuances to Streeterville are limited by a 9.99% beneficial ownership cap and Nasdaq Listing Rule 5635(d) (Exchange Cap) until shareholder approval is obtained. RIME will not receive proceeds from Streeterville’s resales.
Common stock outstanding was 2,641,778 shares as of September 29, 2025; the table shows up to 12,641,778 shares outstanding immediately after the resale.
Algorhythm Holdings, Inc. reporting persons — Ionic Ventures LLC, Ionic Management LLC, Brendan O'Neil and Keith Coulston — beneficially own 279,086 shares of common stock, equal to 9.9% of the class based on 2,514,571 shares outstanding as of May 14, 2025. The reported amount reflects the issuer's 1-for-200 reverse stock split and arises because warrants exercisable for up to 283,412 shares trigger a 9.99% beneficial ownership limitation (the "Blocker"), causing 279,086 of the issuable shares to be treated as beneficially owned.
The filing shows the Reporting Persons have shared voting and dispositive power over the 279,086 shares, with Ionic Management functioning as manager, and confirms the Reporting Persons have executed a joint filing agreement to file this amendment.
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