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 registered direct offering (the “Offering”) of approximately $2 million for its client Algorhythm Holdings, Inc. (NASDAQ: RIME) (the “Company”), an AI-driven technology and consumer electronics holding company.

Under the terms of the securities purchase agreement, the Company has agreed to sell to several investors for the purchase and sale of an aggregate of 24,067,388 shares of Company's common stock, par value $0.01 per share (the "Common Stock) at a purchase price of $0.0831 per share in a registered direct offering priced at-the-market under Nasdaq rules.

The aggregate gross proceeds to the Company was approximately $2 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-3 (File No. 333-269183) previously filed and declared effective by the Securities and Exchange Commission (the “SEC”) on January 20, 2023. 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, LLC

Edric Guo

Chief Executive Officer

75 Rockefeller Plaza, Suite 18C

New York, NY 10019

Phone: (212) 343-8888

Email: info@univest.us