Algorhythm Holdings Inc 2024年度报告

(Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended:December 31,2024 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from __________ to ___________ Commission File Number:001-41405 ALGORHYTHM HOLDINGS, INC. (Exact name of registrant as specified in its charter) 95-3795478 (State or other jurisdiction ofincorporation or organization) (I.R.S. EmployerIdentification No.) 6301 NW 5thWay,Suite 2900,Fort Lauderdale,FL33309(Address of principal executive offices) (Zip Code) (954)596-1000(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of ClassTrading Symbol(s)Name of each exchange on which registeredCommon Stock, Par Value $0.01RIMETheNasdaqStock Market LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by a check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act)Yes☐No☒ As of June 30, 2024, the aggregate market value of the voting and non-voting common equity held by non-affiliatescomputed by reference to the closing price for the common stock on such date of $232, as reported on the Nasdaq Stock Market, was$4,185,048. As of April 14, 2025, there were on2,394,829shares of the registrant’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS PagePART IItem 1.Business2Item 1A.Risk Factors12Item 1B.Unresolved Staff Comments44Item 1C.Cybersecurity44Item 2.Properties45Item 3.Legal Proceedings46Item 4.Mine Safety Disclosures46PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities47Item 6.[Reserved]47Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations48Item 7A.Quantitative and Qualitative Disclosures About Market Risk59Item 8.Financial Statements and Supplementary Data59Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure60Item 9A.Controls and Procedures60Item 9B.Other Information62Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections62PART IIIItem 10.Directors, Executive Officers and Corporate Governance63Item 11.Executive Compensation69Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters72Item 13.Certain Relationships and Related Transactions, and Director Independence74Item 14.Principal Accountant Fees and Services75PART IVItem 15.Exhibits and Financial