Failure to Satisfy Listing Rule Form 8 K

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Nasdaq Minimum Bid Price Requirement Deficiency

As previously disclosed, on August 26, 2024, Algorhythm Holdings, Inc. (the "Company") received a letter from the Nasdaq Listing Qualification Staff (the "Staff") of the Nasdaq Stock Market ("Nasdaq") indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) because the closing bid price per share for the Company's common stock had closed below $1.00 for more than 30 consecutive business days (the "Bid Price Rule"). The Company was given until February 24, 2025, to regain compliance with the Bid Price Rule.

On December 30, 2024, the Company received notice from the Staff indicating that the bid price for the Company's common stock had closed below $0.10 per share for the 13-consecutive trading day period ended December 27, 2024 and, accordingly, the Company is subject to the provisions contemplated under Nasdaq Listing Rule 5810(c)(3)(A)(iii) (the "Low Priced Stock Rule") and its securities are subject to delisting from Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the "Panel").

The Company plans to timely request a hearing before the Panel, which request will stay any further action by Nasdaq at least until the hearing is held and the expiration of any extension period that may be granted by the Panel. The Company's common stock will continue to trade on Nasdaq under the symbol "RIME" pending completion of the hearing process. There can be no assurance that the Panel will grant the Company's request for continued listing or that the Company will be able meet the continued listing requirements during any compliance period that may be granted by the Panel.