
FORM10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedSeptember 30,2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ As of November 17, 2025, there were2,721,778shares of the issuer’s common stock, $0.01par value per share, outstanding. ALGORHYTHM HOLDINGS, INC. PART I – FINANCIAL INFORMATIONItem 1.Financial StatementsCondensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024 Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and2024 (Unaudited)3 Note 1 –Nature of Business Algorhythm Holdings, Inc. (f/k/a The Singing Machine Company, Inc.) (the “Company”) is an artificial intelligence (“AI”)technology holding company that currently has one business unit, which is SemiCab. SemiCab is an AI-enabled software logistics anddistribution business operated through the Company’s subsidiary, SemiCab Holdings, LLC. Prior to August 1, 2025, the Company hada second business unit, which was Singing Machine. Singing Machine was a home karaoke consumer products business that designed The Company’s operations include its80%-owned subsidiaries, SemiCab Holdings, LLC, a Nevada limited liability company(“SemiCab Holdings”), and SMCB Solutions Private Limited, an Indian company (“SMCB”), and its wholly-owned subsidiaries,SMC Logistics, Inc., a California corporation (“SMCL”), SMC-Music, Inc., a Florida corporation (“SMCM”), SMC (HK) Limited, aHong Kong company (“SMH”), The Singing Machine Company, Inc., a Delaware corporation (“SMC”), and RIME Holdings, LLC. Effective September 5, 2024, the Company’s Certificate of Incorporation was amended to change the name of the Companyfrom “The Singing Machine Company, Inc.” to “Algorhythm Holdings, Inc.” On January 13, 2025,the Company’s stockholders voted to authorize the Company’s board of directors to effect a reversestock split of the Company’s outstanding shares of common stock at a specific ratio within a range of 1-for-10 to a maximum of 1-for-250 and to amend the Company’s certificate of incorporation to increase the number of authorized common stock from 100,000,000 to800,000,000 shares. On January 14, 2025, the Company’s board of directors approved a reverse stock split of 1-for-200 ratio and Note 2 –Sale of Singing Machine Business On August 1, 2025, theCompany entered into an asset purchase agreement with SMC and Stingray Music USA, Inc.(“Stingray USA”) pursuant to which Stingray USA purchased substantially all of the assets, and assumed most of the liabilities,associated with the Company’s Singing Machine business for $500,000.The transaction closed on August 1, 2025. Mathieu Peloquin The Company determined that the sale of the Singing Machine business met the criteria under Accounting StandardsCodification (“ASC”) 205-20,Presentation of Financial Statements – Discontinued Operations(“ASC 205-20”), to be classified as adiscontinued operation as the sale represented a strategic shift that will have a significant effect on the Company’s operations andfinancial results. Accordingly, the Company accounted for the Singing Machine business as a discontinued operation in this Quarterly Note 3 –Liquidity, Going Concern and Management Plans Going Concern Analysis As of September 30, 2025, the Company’s cash balance was $2,839,000. This will not be sufficient to fund the Company’splanned operations for at least one year after the date the condensed consolidated financial statements are issued. The Company has arecent history of recurring operating losses and decreases in working capital. These factors create substantial doubt about the The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company isunable to continue as a going concern. Accordingly, the condensed consolidated financial statements have been prepared under the The Company plans to finance its operations by obtaining additional capital through external sources of financing. It mayattempt to obtain additional capital through the sale of equity securities or the issuance of debt securities. The Company has not made In making this assessment, management performed a comprehensive analysis of the Company’s current circumstances,including its financial position, cash flow forecasts, and obligations and debts. Although management has a recent history of successfulcapital raises, the analysis used to determine the Company’s ability to continue as a going concern does not include cash resources Note 4 –Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements for the three and nine months ended September 30,2025 and 2024 have been prepared in accordance with accounting principles generally accepted in the Unit