RIME Algorhythm Holdings Inc

Univest Securities, LLC (“Univest”), a member of FINRA and SIPC, and a full-service investment bank and securities broker-dealer firm based in New York, today announced the closing of public offering (the “Offering”) of approximately $9.5 million for its client Algorhythm Holdings, Inc. (NASDAQ: RIME) (the “Company”), an AI-driven technology and consumer electronics holding company.

The Offering was comprised of 55,882,353 shares of the Company’s common stock (or pre-funded warrants in lieu of shares of common stock). Each share of common stock or pre-funded warrant was sold with one Series A Warrant to purchase one share of common stock at an exercise price of $0.17 per share (the “Series A Warrants”) and one Series B Warrant to purchase one share of common stock at an exercise price of $0.34 per share(the “Series B Warrants” and, together with the Series A Warrants, the “Warrants”). The Series A Warrants will be exercisable beginning on the date of completion of the requisite waiting period following the filing of the Information Statement related to the approval by the stockholders of the Company (the “Initial Exercise Date” or “Effective Shareholder Approval Date”) of the issuance of shares upon exercise of the Warrants, among other things (the “Shareholder Approval”). The Series B Warrants will be exercisable beginning on the Effective Shareholder Approval Date. The Series A Warrants will expire on the five-year anniversary of the Initial Exercise Date and the Series B Warrants will expire on the two and one-half-year anniversary of the Initial Exercise Date. The purchase price of each share of common stock and accompanying Warrants was $0.17, and the purchase price of each pre-funded warrant and accompanying Warrants was equal to such price minus $0.01.

The aggregate gross proceeds to the Company was approximately $9.5 million.

Univest Securities, LLC acted as the sole placement agent.

The securities described above are being offered by the Company pursuant to a registration statement on Form S-1 (File No. 333283178) previously filed and declared effective by the Securities and Exchange Commission (the “SEC”). A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering were filed with the SEC and are available on the SEC's website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, by contacting Univest Securities, LLC at info@univest.us, or by calling +1 (212) 343-8888.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Copies of the prospectus supplement relating to the registered direct offering, together with the accompanying base prospectus, can be obtained at the SEC's website at www.sec.gov.

About Univest Securities, LLC

Registered with FINRA since 1994, Univest Securities, LLC provides a wide variety of financial services to its institutional and retail clients globally including brokerage and execution services, sales and trading, market making, investment banking and advisory, wealth management. It strives to provide clients with value-add service and focuses on building long-term relationship with its clients. For more information, please visit: www.univest.us.

About Algorhythm Holdings, Inc.

Algorhythm Holdings, Inc. (NASDAQ: RIME) leads in applying AI to key industries, driving change and unlocking new efficiencies. Bridging technology and industry, the company solves complex challenges and elevates standards through AI innovation. Leveraging advanced technology, Algorhythm Holdings empowers businesses to operate smarter, scale faster, and deliver greater value, pioneering AI-driven solutions for a smarter future and a greater global impact. For more information please visit www.algoholdings.com.

Forward-Looking Statements

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may, “will, “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and the completion of the initial public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the registration statement filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. Univest Securities LLC and the Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

For more information, please contact:

Univest Securities, LLCEdric GuoChief Executive Officer75 Rockefeller Plaza, Suite 18CNew York, NY 10019Phone: (212) 343-8888Email: info@univest.us