Algorhythm Holdings, Inc 8-K, filed Nov 19, 2025
Algorhythm Holdings, Inc. (RIME)
About this 8-K
Algorhythm Holdings, Inc filed this 8-K on November 19, 2025, reporting on events of November 14, 2025.
Items reported
- Item 2.02: Financial results
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.02 Results of Operations and Financial Condition
On November 19, 2025, Algorhythm Holdings, Inc. (the “Company”) issued a press release announcing its financial results for its third quarter ended September 30, 2025. The full text of the press release is furnished herewith as Exhibit 99.1.
The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective November 14, 2025, Jay B. Foreman resigned from the Board of Directors (the “Board”) of the Company and as a member of the Board’s audit committee, compensation committee, nominating and corporate governance committee, and executive committee. Mr. Foreman’s resignation was not the result of any disagreements with the Company regarding any matters related to its operations, policies, practices, or otherwise.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated November 19, 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: November 19, 2025 | ALGORHYTHM HOLDINGS, INC. | |
| By: | /s/ Alex Andre | |
| Name: | Alex Andre | |
| Title: | Chief Financial Officer and General Counsel | |
Exhibit 99.1
Algorhythm Holdings Reports Record 1,273% Year-Over-Year Revenue Growth in its Third Quarter 2025 Financial Results
SemiCab Delivers 13X Growth YoY for the Quarter and over 23X Growth YTD
Fort Lauderdale, FL, November 19, 2025 – Algorhythm Holdings, Inc. (“Algorhythm”) (NASDAQ: RIME) – a leading AI technology company, announced today its results of operations for its third quarter ended September 30, 2025.
Third Quarter Financial Highlights*
| ● | Revenue increased to $1.7M for the third quarter of 2025 compared to $0.1M for the third quarter of 2024. | |
| ● | Operating expenses decreased to $1.2M for the third quarter of 2025 compared to $1.8M for the same period last year. | |
| ● | Net loss from continuing operations decreased to $1.9M for the third quarter of 2025 compared to $2.1M for the third quarter of 2024. | |
| ● | Cash on hand was $2.8 million as of September 30, 2025. |
* Comparative financial information related to results from continuing operations has been recast to reflect the presentation of our former Singing Machine business as discontinued operations.
Third Quarter Business Highlights
Algorhythm’s business evolved substantially during the quarter, marked by several major transactions and additions to management since the beginning of the quarter. Of note were the following:
| ● | Algorhythm completed the sale of its legacy Singing Machine karaoke business to Stingray Group for $4.5 million, trimming millions of dollars of expenses and transforming Algorhythm into a technology focused AI distribution and logistics company. | |
| ● | Algorhythm’s subsidiary, SemiCab, launched “Apex”, its new software-as-a-service (SaaS) platform that brings SemiCab’s proven AI-driven collaborative logistics technology to 3PLs and multi-enterprise shippers in the United States. | |
| ● | SemiCab signed a new master service agreement (MSA) with Bajaj Electricals, one of the largest electronics manufacturers in India, with over $560 million in annual sales. |
| ● | SemiCab appointed Michael Silvagni as its new VP of U.S. Sales to drive SemiCab’s SaaS strategy in the United States and Vasudha Khurana as VP of Brand and Communications to lead its brand development, marketing strategies, and global go-to-market initiatives. | |
| ● | SemiCab secured a supply chain finance receivables facility with Bank of America to provide its India business with access to millions of dollars of low-cost, non-dilutive working capital. | |
| ● | SemiCab won “Best Value” Award from its largest customer at LogiMeet 2025. |
“Our third quarter was a transformational period for the company,” stated Gary Atkinson, Chief Executive Officer of Algorhythm. “With the sale of Singing Machine, we transformed Algorhythm Holdings into a high-growth, AI technology company while significantly reducing our cash burn and strengthening our balance sheet. We also unveiled our new “Apex” SaaS platform, marking our move into the $450 billion U.S. full-truckload market. Apex will provide us with asset-light recurring revenue and high gross profit margins from platform licensing, accelerated market penetration through white-label partnerships, and a growing data ecosystem that strengthens AI accuracy and customer value.”
Mr. Atkinson continued, “Our SemiCab business has grown more than 1,200% year-over-year, with our third quarter revenue reflecting the annualized run rate of $7 million that we achieved during our second quarter. Future growth will now be driven by a combination of our SemiCab India business and our SemiCab U.S. business. The India segment will benefit from the numerous new contract wins and expansions that we announced during our second quarter, as well as our recent fleet expansion to 450 trucks which provides us with the ability to generate in excess of $23 million in annual revenue. Growth in the U.S. will be driven by Michael Silvagni, SemiCab’s new VP of U.S. Sales, and his team, and will be supported by Vasudha Khurana, SemiCab’s new VP of Brand and Communications. This segment is expected to begin generating material recurring SaaS-based revenue for us when we complete our broader rollout of the Apex software platform in 2026, and longer term is expected to be our primary source of revenue.”
Third Quarter Financial Summary
“Revenue increased over 1,200%, from $0.1M to $1.7 million, year-over-year, driven by the acquisition of SemiCab India this past May and its continued growth thereafter,” stated Alex Andre, Chief Financial Officer of Algorhythm. “We also experienced a substantial drop in operating expenses, driven largely by a steep decrease in general and administrative expenses that resulted from a variety of cost-reduction measures we implemented during the past couple of quarters. We expect revenue to continue to increase over the next 12 months as our SemiCab business continues to grow in India and as we benefit from the broader rollout of our SaaS business in the U.S. during 2026. Cash outflows will continue trending lower compared to historical levels due to the sale of Singing Machine, however increases in our strategic investments in SemiCab’s business will offset some of these reductions.”
For further information, please refer to the Company’s Quarterly Report on Form 10-Q which will be filed with the SEC on November 19, 2025 and available online at www.sec.gov.
Earnings Call
Management will host a conference call Wednesday, November 19, 2025, at 10:00 a.m. Eastern Time to discuss the company’s third quarter financial results and provide a business update.
Conference Call Details:
Date: Wednesday, November 19, 2025
Time: 10:00 a.m. EST
Dial-in number: 888-999-3182
Conference ID: RIME
An audio rebroadcast of the call will be available later in the day at:
https://ir.algoholdings.com
About Algorhythm Holdings
Algorhythm Holdings, Inc. is a leading AI technology company focused on the growth and development of SemiCab, an emerging leader in the global logistics and distribution industry. Since 2020, SemiCab has enabled major retailers, brands and transportation providers to address common supply-chain problems globally. Its AI-enabled, cloud-based Collaborative Transportation Platform achieves the scalability required to predict and optimize millions of loads and hundreds of thousands of trucks. SemiCab uses real-time data from API-based load tendering and pre-built integrations with TMS and ELD partners to orchestrate collaboration across manufacturers, retailers, distributors, and their carriers. SemiCab uses AI/ML predictions and advanced predictive optimization models to enable fully loaded round trips. With SemiCab’s AI platform, shippers pay less and carriers make more without having to change a thing. For additional information, please go to: http://www.semicab.com
Investor Relations Contact
Brendan Hopkins
407-645-5295
investors@algoholdings.com
www.algoholdings.com
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statement that is not historical in nature is a forward-looking statement and may be identified by the use of words and phrases such as “expects,” “anticipates,” “believes,” “will,” “will likely result,” “will continue,” “plans to,” “potential,” “promising,” and similar expressions. These statements are based on management’s current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements, including the risk factors described from time to time in Algorhythm’s reports to the SEC, including, without limitation Algorhythm’s Annual Report on Form 10-K for the year ended December 31, 2024. You should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this press release. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this press release to conform our statements to actual results or changed expectations, or as a result of new information, future events or otherwise.
Algorhythm Holdings, Inc. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 2025 | December 31, 2024 | |||||||
| (unaudited) | ||||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | $ | 2,839,000 | $ | 7,233,000 | ||||
| Accounts receivable, net of allowances of $113,000 and $127,000, respectively | 1,816,000 | 121,000 | ||||||
| Accounts receivable, related party | - | 701,000 | ||||||
| Prepaid expenses and other current assets | 859,000 | 59,000 | ||||||
| Current assets of discontinued operations | - | 8,649,000 | ||||||
| Total Current Assets | 5,514,000 | 16,763,000 | ||||||
| Property and equipment, net | 20,000 | 2,000 | ||||||
| Other non-current assets | 52,000 | - | ||||||
| Intangible assets, net | 841,000 | 345,000 | ||||||
| Goodwill | 4,418,000 | 786,000 | ||||||
| Non-current assets of discontinued operations | - | 406,000 | ||||||
| Total Assets | $ | 10,845,000 | $ | 18,302,000 | ||||
| Liabilities and Shareholders’ Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | 1,229,000 | $ | 387,000 | ||||
| Accrued expenses | 2,390,000 | 1,746,000 | ||||||
| Refund due to customer | 265,000 | - | ||||||
| Warrant liability | - | 16,603,000 | ||||||
| Promissory notes payable, net | 3,985,000 | - | ||||||
| Current portion of notes payable to related parties | 2,150,000 | 265,000 | ||||||
| Other current liabilities | 50,000 | 50,000 | ||||||
| Current liabilities of discontinued operations | 426,000 | 9,387,000 | ||||||
| Total Current Liabilities | 10,495,000 | 28,438,000 | ||||||
| Notes payable to related parties, net of current portion | 250,000 | 385,000 | ||||||
| Total Liabilities | 10,745,000 | 28,823,000 | ||||||
| Commitments and Contingencies | ||||||||
| Shareholders’ Equity (Deficit) | ||||||||
| Preferred stock, $1.00 par value; 1,000,000 shares authorized; no shares issued and outstanding at September 30, 2025 and December 31, 2024 | - | - | ||||||
| Common stock, $0.01 par value; 800,000,000 and 100,000,000 shares authorized; | ||||||||
| 2,641,778 and 470,825 shares issued and outstanding at September 30, 2025 and December 31, 2024 | 26,000 | 5,000 | ||||||
| Additional paid-in capital | 64,125,000 | 39,682,000 | ||||||
| Accumulated deficit | (61,910,000 | ) | (49,172,000 | ) | ||||
| Non-controlling interest | (1,383,000 | ) | (1,036,000 | ) | ||||
| Treasury stock, 10,990 and 0 shares reserved at September 30, 2025 and December 31, 2024 | (758,000 | ) | - | |||||
| Total Shareholders’ Equity (Deficit) | 100,000 | (10,521,000 | ) | |||||
| Total Liabilities and Shareholders’ Equity (Deficit) | $ | 10,845,000 | $ | 18,302,000 | ||||
Algorhythm Holdings, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||
| Net Sales | $ | 1,744,000 | $ | 127,000 | $ | 3,018,000 | $ | 127,000 | ||||||||
| Cost of Sales | 2,095,000 | 159,000 | 3,716,000 | 159,000 | ||||||||||||
| Gross Loss | (351,000 | ) | (32,000 | ) | (698,000 | ) | (32,000 | ) | ||||||||
| Operating Expenses | ||||||||||||||||
| Selling expenses | 3,000 | - | 3,000 | - | ||||||||||||
| General and administrative expenses | 1,211,000 | 1,791,000 | 3,184,000 | 2,830,000 | ||||||||||||
| Total Operating Expenses | 1,214,000 | 1,791,000 | 3,187,000 | 2,830,000 | ||||||||||||
| Loss From Operations | (1,565,000 | ) | (1,823,000 | ) | (3,885,000 | ) | (2,862,000 | ) | ||||||||
| Other Expenses | ||||||||||||||||
| Change in fair value of warrant liability | - | - | (6,468,000 | ) | - | |||||||||||
| Interest expense | (293,000 | ) | (283,000 | ) | (336,000 | ) | (328,000 | ) | ||||||||
| Total Other Expenses | (293,000 | ) | (283,000 | ) | (6,804,000 | ) | (328,000 | ) | ||||||||
| Loss From Continuing Operations Before Income Tax | (1,858,000 | ) | (2,106,000 | ) | (10,689,000 | ) | (3,190,000 | ) | ||||||||
| Income tax loss attributable to continuing operations | (24,000 | ) | - | (24,000 | ) | - | ||||||||||
| Net Loss From Continuing Operations | (1,882,000 | ) | (2,106,000 | ) | (10,713,000 | ) | (3,190,000 | ) | ||||||||
| Net gain (loss) from discontinued operations | (1,100,000 | ) | 3,080,000 | (2,372,000 | ) | (4,323,000 | ) | |||||||||
| Net Income (Loss) | (2,982,000 | ) | 974,000 | (13,085,000 | ) | (7,513,000 | ) | |||||||||
| Net loss attributable to non-controlling interest | 20,000 | 221,000 | 347,000 | 221,000 | ||||||||||||
| Net Income (Loss) Available to Common Shareholders | $ | (2,962,000 | ) | $ | 1,195,000 | $ | (12,738,000 | ) | $ | (7,292,000 | ) | |||||
| Income (Loss) Per Common Share | ||||||||||||||||
| Basic and diluted from continuing operations | $ | (0.72 | ) | $ | (0.21 | ) | $ | (4.44 | ) | $ | (0.40 | ) | ||||
| Basic and diluted from discontinued operations | (0.43 | ) | 0.34 | (1.01 | ) | (0.59 | ) | |||||||||
| Basic and diluted | (1.15 | ) | 0.13 | (5.45 | ) | (0.99 | ) | |||||||||
| Weighted Average Common and Common Equivalent Shares: | ||||||||||||||||
| Basic and diluted | 2,568,508 | 9,095,504 | 2,337,272 | 7,341,204 | ||||||||||||