Algorhythm Holdings Inc. filed SEC Form 8-K: Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits
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Item 4.01 Changes in Registrant’s Certifying Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm
On October 6, 2025, Algorhythm Holdings, Inc. (the “Company”) dismissed Berkowitz Pollack Brant, Advisors + CPAs (“Berkowitz”) as the Company’s independent registered public accounting firm effective on that date. The dismissal of Berkowitz was approved by the Audit Committee of the Board of Directors of the Company. Berkowitz did not issue an audit report on the Company’s financial statements.
During the period commencing June 2, 2025, which is the date the Company engaged Berkowitz, through October 6, 2025, which is the date of this Current Report on Form 8-K:
(i) there were no “disagreements” (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) between the Company and Berkowitz on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Berkowitz, would have caused Berkowitz to make reference to the subject matter of the disagreements in its reports on the financial statements of the Company for such years; and
(ii) there were no “reportable events” (within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions under the Exchange Act), except for the material weaknesses in the Company’s internal control over financial reporting as reported in Part II, Item 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (as audited by the Company’s previous independent registered public accounting firm), as filed with the Securities and Exchange Commission (“SEC”) on April 15, 2025.
The Company provided Berkowitz with a copy of this Current Report on Form 8-K prior to filing it with the SEC and requested that Berkowitz furnish the Company with a letter addressed to the SEC stating whether or not Berkowitz agrees with the statements made by the Company under Item 4.01(a) of this Form 8-K. A copy of Berkowitz’s letter, dated October 9, 2025, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Engagement of New Independent Registered Public Accounting Firm
On October 6, 2025, the Company engaged M&K CPAs PLLC (“M&K CPAs”) as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2025.
During the Company’s nine-month period ended December 31, 2023, the Company’s fiscal year ended December 31, 2024, and the subsequent period through October 6, 2025, which is the date of this Current Report on Form 8-K, neither the Company nor anyone on the Company’s behalf consulted with M&K CPAs regarding:
(i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and M&K CPAs did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or
(ii) any matter that was either the subject of a “disagreement” (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions under the Exchange Act), or a “reportable event” (within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions under the Exchange Act).
Item 9.01 Financial Statement and Exhibits.
| Exhibit No. | Description | |
| 16.1 | Letter of Berkowitz Pollack Brant, Advisors + CPAs to the Securities and Exchange Commission, dated October 9, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 9, 2025 | ALGORHYTHM HOLDINGS, INC. | |
| By: | /s/ Alex Andre | |
| Name: | Alex Andre | |
| Title: | Chief Financial Officer and General Counsel | |