Algorhythm Holdings, Inc.

S-11 forms-1.htm S-1

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ALGORHYTHM HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

6301 NW 5th Way, Suite 2900

Fort Lauderdale, FL 33309

(954) 800-0425

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Gary Atkinson

Chief Executive Officer

Algorhythm Holdings, Inc.

6301 NW 5th Way, Suite 2900

Fort Lauderdale, FL 33309

(954) 800-0425

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Gregory Sichenzia, Esq.

Marcelle S. Balcombe, Esq.

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 31 st Floor

New York, NY 10036

Telephone: (212) 930-9700

Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.

THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS DECLARED EFFECTIVE. THIS PRELIMINARY PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE OR OTHER JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRELIMINARY PROSPECTUS

Resale of Up to 10,000,000 Shares of Common Stock

This prospectus relates to the resale of up to 10,000,000 shares of the common stock, par value $0.01 per share (the “common stock”), of Algorhythm Holdings, Inc., a Delaware corporation (the “Company”, the “registrant,” “we,” “our” or “us”), by Streeterville Capital, LLC, a Utah limited liability company (“Streeterville” or the “Selling Stockholder”), issuable under that certain Securities Purchase Agreement, dated as of August 21, 2025, between us and Streeterville (the “Securities Purchase Agreement”).

Under the Securities Purchase Agreement, we may issue and sell to Streeterville shares of our common stock in one or more pre-paid purchases (each, a “Pre-Paid Purchase” and collectively, the “Pre-Paid Purchases”) for an aggregate principal amount of up to $20,000,000. Upon the terms and subject to the conditions of each Pre-Paid Purchase, following the funding of each Pre-Paid Purchase, Streeterville, in its sole discretion, has the right, but not the obligation, to purchase from us, and we will issue to Streeterville, shares of our common stock in satisfaction of all or a portion of the outstanding balance of the Pre-Paid Purchases, but not exceeding the outstanding balance of the Pre-Paid Purchases (the “Purchase Shares”).

To date, we have entered into four Pre-Paid Purchases with Streeterville for an aggregate principal amount of $19,500,000 which, inclusive of original issue discount and other expenses, amounts to $21,285,000 of aggregate obligations owed to Streeterville under the Securities Purchase Agreement. We have repaid aggregate obligations of $9,845,000 as a result of Streeterville electing to exercise its right to purchase a total of 11,303,264 shares of our common stock under the Securities Purchase Agreement. We currently have approximately $1,085,000 of aggregate obligations owed to Streeterville under the first Pre-Paid Purchase that we entered into with Streeterville on August 21, 2025 (the “First Pre-Paid Purchase”) and approximately $10,355,000 of aggregate obligations owed to Streeterville under the fourth Pre-Paid Purchase that we entered into with Streeterville on February 17, 2026 (the “Fourth Pre-Paid Purchase”). All obligations outstanding under the second Pre-Paid Purchase that we entered into with Streeterville on November 13, 2025 (the “Second Pre-Paid Purchase”) and the third Prepaid Purchase that we entered into with Streeterville on December 19, 2025 (the “Third Pre-Paid Purchase”) have been repaid in full.

In the event Streeterville purchases from us any of the Purchase Shares being registered for resale pursuant to the registration statement of which this prospectus is a part, the outstanding balance of the Pre-Paid Purchases will be reduced by the aggregate purchase price payable to us by Streeterville for the Purchase Shares. The price per share for the Purchase Shares will fluctuate based on the trading price of our common stock during the applicable measuring period. The number of shares of common stock that we may issue to Streeterville is subject to certain conditions and limitations, including a limitation that Streeterville cannot beneficially own in excess of 9.99% of our outstanding shares of common stock and a restriction that we cannot issue shares of common stock to Streeterville in violation of Nasdaq Listing Rule 5635(d). The number of shares of common stock that may be acquired by Streeterville pursuant to the Securities Purchase Agreement is not currently known and is subject to the satisfaction of certain conditions and other limitations, including the conditions and limitations described above.

We will not receive any proceeds from the sale or other disposition of shares by Streeterville. Streeterville will bear all commissions and discounts, if any, attributable to the sale or other disposition of the shares. We will bear all costs, expenses and fees incurred in connection with the registration of Streeterville’s shares.

The distribution of the shares of common stock offered hereby may be effected in one or more transactions that may take place in ordinary brokers’ transactions, privately negotiated transactions or through sales to one or more dealers for resale of such securities as principals.

Our common stock is listed on The Nasdaq Capital Market under the symbol “RIME.” The last reported sale price of our common stock on The Nasdaq Capital Market on April 15, 2026 was $1.08 per share.

Investing in our common stock involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 4 of this prospectus for a discussion of information that should be considered in connection with an investment in our common stock.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus or any prospectus supplement or amendment. Neither we nor Streeterville have authorized any other person to provide you with information that is different from, or adds to, that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor Streeterville take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that the information contained in this prospectus or any free writing prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date. We are not making an offer of any securities in any jurisdiction in which such offer is unlawful.

We will not receive any proceeds from the sale by Streeterville of the common stock offered by it in this prospectus.

A prospectus supplement may also add, update or change information included in this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. You should rely only on the information contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. See “Where You Can Find More Information.”

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described in the section entitled “Where You Can Find More Information.”

No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this public offering and the distribution of this prospectus applicable to that jurisdiction.

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