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): ~~October~~November 614, 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 42.0102 ~~Changes~~Results inof ~~Registrant’s~~Operations ~~Certifying~~and ~~Accountant.~~Financial Condition

On November 19, 2025, Algorhythm Holdings, Inc. (athe “Company”) issued a press release announcing its financial results for ~~Dismissal~~its third quarter ended September 30, 2025. The full text of ~~Independent~~the ~~Registered~~press ~~Public~~release ~~Accounting~~is ~~Firm~~furnished herewith as Exhibit 99.1.

OnThe ~~October~~information 6,disclosed ~~2025,~~under ~~Algorhythm~~this ~~Holdings~~Item 2.02, ~~Inc~~including Exhibit 99.1 ~~(the~~hereto, ~~“Company”)~~is ~~dismissed~~being ~~Berkowitz~~furnished ~~Pollack~~and ~~Brant,~~shall ~~Advisors~~not +be ~~CPAs~~deemed (“~~Berkowitz~~filed”) asfor ~~the~~purposes ~~Company’s~~of ~~independent~~Section ~~registered~~18 ~~public~~of ~~accounting~~the ~~firm~~Securities ~~effective~~Exchange onAct ~~that~~of ~~date.~~1934, ~~The~~as ~~dismissal~~amended of(the ~~Berkowitz~~“Exchange ~~was~~Act”), ~~approved~~nor shall it be incorporated by ~~the~~reference ~~Audit~~into ~~Committee~~any ofregistration ~~the~~statement ~~Board~~or ofother ~~Directors~~document ofpursuant to the ~~Company.~~Securities ~~Berkowitz~~Act ~~did~~of ~~not~~1933, ~~issue~~as anamended, ~~audit~~or ~~report on~~ the ~~Company’s~~Exchange ~~financial~~Act ~~statements~~except as expressly set forth in such filing.

~~During~~Item ~~the~~5.02 ~~period~~Departure ~~commencing~~of ~~June~~Directors 2,or ~~2025,~~Certain ~~which~~Officers; isElection ~~the~~of ~~date~~Directors; ~~the~~Appointment ~~Company~~of ~~engaged~~Certain ~~Berkowitz,~~Officers; ~~through~~Compensatory ~~October~~Arrangements ~~6, 2025, which is the date~~ of ~~this~~ ~~Current~~Certain ~~Report on Form 8-K:~~Officers.

~~(i)~~Effective ~~there~~November ~~were~~14, no2025, ~~“disagreements”~~Jay ~~(within~~B. ~~the~~Foreman ~~meaning~~resigned offrom ~~Item 304(a)(1)(iv) of Regulation S-K and~~ the ~~related~~Board ~~instructions under the Securities Exchange Act~~ of ~~1934,~~Directors ~~as amended~~ (the “~~Exchange Act~~Board”)) ~~between~~of the Company and ~~Berkowitz~~as ona ~~any~~member ~~matter~~ of the ~~accounting~~Board’s ~~principles~~audit ~~or practices~~committee, ~~financial~~compensation ~~statement~~committee, ~~disclosure~~nominating orand ~~auditing~~corporate ~~scope~~governance ~~or procedure~~committee, ~~which~~and ~~disagreements,~~executive ifcommittee. ~~not~~Mr. ~~resolved~~Foreman’s toresignation ~~the~~was ~~satisfaction~~not ~~of Berkowitz, would have caused Berkowitz to make reference to~~ the ~~subject~~result ~~matter~~ of ~~the~~any disagreements inwith ~~its~~the ~~reports on~~Company ~~the~~regarding ~~financial~~any ~~statements~~matters ofrelated ~~the~~to ~~Company~~its ~~for~~operations, ~~such~~policies, ~~years;~~practices, or ~~and~~otherwise.

~~(ii) there were no “reportable events” (within the meaning of~~ Item ~~304(a)(1)(v) of Regulation S-K and the related instructions~~ ~~under~~9.01 ~~the~~Financial ~~Exchange~~Statements Act), except for the material weaknesses in the Company’s internal control over financial reporting as reported in Part II, Item 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (as audited by the Company’s previous independent registered public accounting firm), as filed with the Securities and ~~Exchange Commission (“SEC”) on April 15, 2025.~~Exhibits

The Company provided Berkowitz with a copy of this Current Report on Form 8-K prior to filing it with the SEC and requested that Berkowitz furnish the Company with a letter addressed to the SEC stating whether or not Berkowitz agrees with the statements made by the Company under Item 4.01(a) of this Form 8-K. A copy of Berkowitz’s letter, dated October 9, 2025, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Exhibit No.		Description

99.1		Press Release dated November 19, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

(b) Engagement of New Independent Registered Public Accounting Firm

On October 6, 2025, the Company engaged M&K CPAs PLLC (“M&K CPAs”) as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2025.

During the Company’s nine-month period ended December 31, 2023, the Company’s fiscal year ended December 31, 2024, and the subsequent period through October 6, 2025, which is the date of this Current Report on Form 8-K, neither the Company nor anyone on the Company’s behalf consulted with M&K CPAs regarding:

(i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and M&K CPAs did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or

(ii) any matter that was either the subject of a “disagreement” (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions under the Exchange Act), or a “reportable event” (within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions under the Exchange Act).

Item 9.01 Financial Statement and Exhibits.

Exhibit No.		Description
16.1		Letter of Berkowitz Pollack Brant, Advisors + CPAs to the Securities and Exchange Commission, dated October 9, 2025
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: October 9, 2025	ALGORHYTHM HOLDINGS, INC.
Date: November 19, 2025	ALGORHYTHM HOLDINGS, INC.
	By:	/s/ Alex Andre
	Name:	Alex Andre
	Title:	Chief Financial Officer and General Counsel

Filing Compare · Algorhythm Holdings, Inc.