$Algorhythm (RIME.US)$ Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On November 28, 2025, Algorhythm Holdings, Inc. (the “Company”) received a letter from the Staff of the Nasdaq Stock Market, LLC indicating that the Company’s stockholders’ equity as reported in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 (the “Form 10-Q”), did not satisfy the continued listing requirement under Nasdaq Listing Rule 5550(b)(1), which requires listed companies to maintain a minimum stockholders’ equity of $2,500,000 (the “Stockholders’ Equity Requirement”). As reported in its Form 10-Q, the Company’s stockholders’ equity as of September 30, 2025, was $100,000. The Staff’s notice has no immediate impact on the listing of the Company’s common stock on Nasdaq.
In accordance with the Nasdaq Listing Rules, the Company has 45 calendar days, or until January 12, 2026, to submit a plan to regain compliance with the Stockholders’ Equity Requirement, which the Company plans to timely submit for the Staff’s consideration. If the plan is accepted, the Staff may grant the Company an extension period of up to 180 calendar days from the date of the deficiency notice to regain compliance.
There can be no assurance that the Staff will accept the Company’s plan to regain compliance with the Stockholders’ Equity Requirement, or, if accepted, that the Company will evidence compliance with the Stockholders’ Equity Requirement during any extension period that the Staff may grant. If the Staff does not accept the Company’s plan, the Company will have an opportunity to appeal the decision to a hearings panel. The request for a hearing would stay any delisting action by the Staff.
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