false
0000923601
0000923601
2026-02-17
2026-02-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date
of Report (Date of earliest event reported): |
February
17, 2026 |
| ALGORHYTHM
HOLDINGS, INC. |
| (Exact
Name of Registrant as Specified in Charter) |
| Delaware |
|
001-41405 |
|
95-3795478 |
| (State
or Other Jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
| 6301
NW 5th Way, Suite 2900 |
|
|
| Fort
Lauderdale, FL |
|
33309 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
| Registrant’s
Telephone Number, Including Area Code: |
(954)
596-1000 |
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.01 per share |
|
RIME |
|
The
Nasdaq Stock Market LLC
(The
Nasdaq Capital Market) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
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 pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry Into a Material Definitive Agreement.
On
February 17, 2026, Algorhythm Holdings, Inc. (the “Company”) entered into Secured Pre-Paid Purchase #4 with Streeterville
Capital, LLC, a Utah limited liability company (“Streeterville”), under that certain securities purchase agreement (the “Securities
Purchase Agreement”), dated August 21, 2025, between the Company and Streeterville. Under the Securities Purchase Agreement, the
Company agreed to issue and sell shares of its common stock to Streeterville in one or more pre-paid purchases (each, a “Pre-Paid
Purchase” and collectively, the “Pre-Paid Purchases”) for an aggregate purchase price of up to $20,000,000. Secured
Pre-Paid Purchase #4 provides for a fourth Pre-Paid Purchase in the principal amount of $10,355,000, before deducting an original issue
discount of $855,000 (the “Fourth Pre-Paid Purchase”). The Fourth Pre-Paid Purchase accrues interest at the rate of nine
percent (9%) per annum and has a maturity date of three years.
The
Fourth Pre-Paid Purchase is similar to the third Pre-Paid Purchase that the Company completed on December 19, 2025, however the Fourth
Pre-Paid Purchase is secured by cash in an amount not less than the lesser of: (i) $3,500,000, and (ii) 90% of the then-current outstanding
balance of the Fourth Pre-Paid Purchase (the “Minimum Balance Amount”). The Minimum Balance Amount is being held in a deposit
account (the “DACA Account”) held by RIME Holdings, LLC, a Utah limited liability company and wholly-owned subsidiary of
the Company that the Company formed in connection with the second Pre-Paid Purchase that the Company completed on November 13, 2025 (“RIME
Holdings”), pursuant to a Deposit Account Control Agreement, dated November 13, 2025, by and among RIME Holdings, Lakeside Bank,
an Illinois banking company, and Streeterville (the “DACA Agreement”). Accordingly, of the $9,500,000 in proceeds that the
Company received from the Fourth Pre-Paid Purchase, $3,500,000 were placed in the DACA Account.
The
Company has the right to use funds in the DACA Account to repay any portion of the outstanding balance of the Fourth Pre-Paid Purchase,
but only so long as the payment does not cause the outstanding balance to drop below the Minimum Balance Amount. As long as no event
of default has occurred, the Company may withdraw from the Deposit Account any funds in excess of the Minimum Balance Amount. The Fourth
Pre-Paid Purchase is secured by the Security Agreement and the IP Security Agreement (each as defined in the Securities Purchase Agreement).
In addition, RIME Holdings executed a guaranty of the obligations outstanding under the Fourth Pre-Paid Purchase for the benefit of Streeterville
(the “Guaranty”).
The
Company paid Univest Securities, LLC, its placement agent (“Univest”), a cash fee equal to eight percent (8%) of the aggregate
gross proceeds received by the Company from the Fourth Pre-Paid Purchase that were not placed in the DACA Account. The Company will pay
Univest a cash fee equal to eight percent (8%) of the funds held in the DACA Account when they are released to the Company.
The
offer and sale of these securities was completed by the Company in a private placement transaction that was exempt from the registration
requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act without engaging in any advertising or general solicitation
of any kind.
The
foregoing description of the Securities Purchase Agreement, Secured Prepaid Purchase #4, the DACA Agreement and the Guaranty does not
purport to be complete and is qualified in its entirety by reference to Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on
Form 8-K and incorporated by reference herein.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information contained in Item 1.01 above is incorporated by reference herein.
Item
3.02 Unregistered Sales of Equity Securities.
The
information contained in Item 1.01 above is incorporated by reference herein.
Item
9.01 Financial Statement and Exhibits.
| Exhibit
No. |
|
Description |
10.1
|
|
Securities
Purchase Agreement, dated August 21, 2025, by and among Algorhythm Holdings, Inc. and Streeterville Capital, LLC (incorporated
by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on August 27, 2025) |
| |
|
|
| 10.2 |
|
Secured Pre-Paid Purchase #4, dated February 17, 2026, by and among Algorhythm Holdings, Inc. and Streeterville Capital, LLC |
| |
|
|
| 10.3 |
|
Deposit Account Control Agreement, dated November 13, 2025, by and among RIME Holdings, LLC, Lakeside Bank and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 19, 2025) |
| |
|
|
| 10.4 |
|
Guaranty, dated February 17, 2026, issued by RIME Holdings, LLC for the benefit of Streeterville Capital, LLC |
| |
|
|
| 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:
February 23, 2026 |
ALGORHYTHM
HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/
Alex Andre |
| |
Name: |
Alex
Andre |
| |
Title: |
Chief
Financial Officer and General Counsel |
