Algorhythm Holdings, Inc.
For the period ended Oct 16, 2025. Filed Oct 16, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Oct 16, 2025 · Filed Oct 16, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required |
|---|---|
| ☐ | Fees paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
NOTICE OF THE 2025 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS
October 16, 2025
Dear Stockholders:
It is my pleasure to invite you to the 2025 Virtual Annual Meeting of Stockholders (the “Annual Meeting”) of Algorhythm Holdings, Inc., a Delaware corporation (the “Company,” “Algorhythm,” “we,” “us,” or “our”). The Annual Meeting will be held on November 20, 2025, at 9:00 a.m. Eastern Time virtually by means of remote communication and can be accessed by visitingwww.cstproxy.com/algorhythmholdings/2025 where you will be able to listen to the meeting live, submit questions and vote online. You will not be able to attend the meeting in person.
The Annual Meeting is being held for the following purposes:
| 1. | To elect seven directors to serve on our board of directors until their respective successors are duly elected and qualified, or until their respective earlier death, resignation or removal; |
| 2. | To grant discretionary authority to our board of directors to: (i) amend our certificate of incorporation to combine outstanding shares of our common stock into a lesser number of outstanding shares, or complete a “reverse stock split,” at a specific ratio within a range of one-for-two (1-for-2) to a maximum of one-for-ten (1-for-10), with the exact ratio to be determined by our board of directors in its sole discretion; and (ii) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders (the “Reverse Stock Split Proposal”); |
| 3. | To approve the reincorporation of us from the State of Delaware to the State of Nevada by conversion (the “Nevada Reincorporation Proposal”); |
| 4. | To approve an amendment to our 2022 Equity Incentive Plan (the “2022 Plan”) to increase the number of shares of common stock authorized for issuance thereunder to 5,000,000 (the “2022 Plan Amendment Proposal”); |
| 5. | To approve the issuance of shares of common stock to Streeterville Capital, LLC in pre-paid financing transactions that may collectively equal or exceed 20% of our issued and outstanding shares of common stock (the “Pre-Paid Financing Proposal”); |
| 6. | To ratify the selection of M&K CPAs as our independent registered public accounting firm to audit our consolidated financial statements for our fiscal year ending December 31, 2025 (the “Auditor Ratification Proposal”); |
| 7. | To approve one or more adjournments of the Annual Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Reverse Stock Split Proposal, the Nevada Reincorporation Proposal, the 2022 Plan Amendment Proposal or the Pre-Paid Financing Proposal if there are not sufficient votes at the Annual Meeting to approve and adopt the Reverse Stock Split Proposal, the Nevada Reincorporation Proposal, the 2022 Plan Amendment Proposal or the Pre-Paid Financing Proposal (the “Adjournment Proposal”); and |
| 8. | To transact such other business as may properly come before the Annual Meeting virtually, or any postponement or adjournment thereof. |
Only stockholders of record as of the close of business on September 29, 2025 will be entitled to receive notice of and to vote at the Annual Meeting, or any postponement or adjournment thereof. The accompanying Proxy Statement contains details concerning the foregoing items, as well as information on how to vote your shares. Other detailed information about our business and operations, including our audited financial statements, are included in our Annual Report on Form 10-K for our fiscal year ended December 31, 2024. We urge you to read and consider these documents carefully.
Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions on the proxy card you received in the mail, and the additional information in the accompanying Proxy Statement.
On behalf of the board of directors and the officers and employees of Algorhythm Holdings, Inc., I would like to take this opportunity to thank you for your continued support.
Sincerely,
/s/ Gary Atkinson
Gary Atkinson
Chief Executive Officer and Chairman of the Board of Directors
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TABLE OF CONTENTS
| Page | |
|---|---|
| NOTE REGARDING FORWARD-LOOKING STATEMENTS | ii |
| PROXY STATEMENT | 1 |
| ABOUT THE PROXY MATERIALS | 1 |
| PROPOSAL 1 – ELECTION OF DIRECTORS | 8 |
| INFORMATION ABOUT OUR BOARD OF DIRECTORS AND COMMITTEES | 11 |
| PROPOSAL 2 –REVERSE STOCK SPLIT | 15 |
| PROPOSAL 3 –REINCORPORATION INTO THE STATE OF NEVADA | 21 |
| PROPOSAL 4 – AMENDMENT TO THE 2022 EQUITY INCENTIVE PLAN | 40 |
| PROPOSAL 5 – ISSUANCE OF SHARES IN PRE-PAID FINANCING | 45 |
| PROPOSAL 6 –RATIFICATION OF THE COMPANY’S ACCOUNTING FIRM | 48 |
| AUDIT COMMITTEE REPORT | 49 |
| PROPOSAL 7 –ADJOURNMENT OF THE ANNUAL MEETING | 49 |
| MANAGEMENT | 50 |
| EXECUTIVE COMPENSATION | 51 |
| PAY VERSUS PERFORMANCE | 55 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 58 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 59 |
| OTHER BUSINESS | 61 |
| APPENDIX A: Certificate of Amendment | A-1 |
| APPENDIX B: Reincorporation Resolutions | B-1 |
| APPENDIX C: Plan of Conversion | C-1 |
| APPENDIX D: Nevada Charter | D-1 |
| APPENDIX E: Nevada Bylaws | E-1 |
| APPENDIX F: Amendment to 2022 Equity Incentive Plan | F-1 |
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NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Proxy Statement contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may relate to our future financial performance, business operations, and executive compensation decisions, or other future events. You can identify forward-looking statements by the use of words such as “anticipate,” “believe,” “could,” “expect,” “intend,” “may,” “will,” or the negative of such terms, or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to such statements. We have based these forward-looking statements on our current expectations and projections about future events that we believe may affect our business, results of operations and financial condition.
The outcomes of the events described in these forward-looking statements are subject to risks, uncertainties and other factors described in the section titled “Risk Factors,” and elsewhere, in the Annual Report on Form 10-K for our fiscal year ended December 31, 2024, as well as the other reports we file with the Securities and Exchange Commission. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those expressed or implied in the forward-looking statements. The forward-looking statements made in this Proxy Statement relate only to events as of the date of this Proxy Statement. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.