Material Event Form 8 K

Item 8.01 Other Events.

As previously disclosed, on August 26, 2024, Algorhythm Holdings, Inc. (the "Company") received a letter from The Nasdaq Stock Market ("Nasdaq") notifying the Company that it was not in compliance with the minimum stockholders' equity requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1), because it reported stockholders' equity of less than $2.5 million in its Quarterly ‎Report on Form 10-Q for the period ended June 30, 2024, and it did not meet the alternative tests for market ‎value of listed securities or net income from continuing operations. In accordance with the letter, within 45 days of receipt of the letter, the Company submitted a plan to regain ‎compliance with the minimum stockholders' equity standard. On November 13, 2024, the Company filed a Current Report on Form 8-K, in which the Company described the steps it had taken to regain compliance with the Nasdaq Listing Rule 5550(b)(1) and indicated that it believed it had regained compliance.

On November 22, 2024, the Company received a letter from Nasdaq informing the Company that, based on the Company's Current Report on Form 8-K filed November 13, 2024, the Nasdaq Staff has determined that the Company complies with Nasdaq Listing Rule 5550(b)(1). The Company understands that if it fails to evidence continued compliance as of its next periodic report filed with the Securities and Exchange Commission, the Company may be subject to delisting, in which event Nasdaq Staff would provide written notification to the Company, which may then appeal the determination to a listing panel.