[8-K] Algorhythm Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Algorhythm Holdings, Inc. failed to make a $1,500,000 payment due under a $1,750,000 promissory note, triggering an event of default. The note was issued to SemiCab Inc. under an equity purchase agreement and required a $1,500,000 payment on May 2, 2026 and a $250,000 payment on November 2, 2026.

Because the initial payment was missed, the interest rate on that $1,500,000 increased from six percent per annum to a default rate of eight percent per annum. During the default, SemiCab may, by written notice, declare all outstanding amounts immediately due, although it has not exercised any remedies as of the report date.

Insights

Credit and capital structure analyst

Missed $1.5M note payment triggers default and higher interest costs.

Algorhythm Holdings, Inc. missed the $1,500,000 initial payment due May 2, 2026 on a $1,750,000 promissory note to SemiCab Inc. This non-payment constitutes an event of default and immediately raises the interest rate on that portion from six percent to eight percent annually.

The default also gives SemiCab the right, upon written notice, to accelerate all outstanding amounts, making the entire note immediately due. As of the report date, SemiCab has not exercised these rights or sought other legal remedies, so actual cash outflows and enforcement outcomes will depend on its future decisions.

8-K Event Classification

Item 2.04 — Triggering Events That Accelerate or Increase a Direct Financial Obligation

1 item

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation Financial

An event triggered acceleration or increase of an existing financial obligation, such as a debt covenant breach.

Key Figures

Promissory note principal: $1,750,000 Initial payment due: $1,500,000 Remaining payment: $250,000 +4 more

7 metrics

Promissory note principal $1,750,000 Principal amount of promissory note issued to SemiCab Inc.

Initial payment due $1,500,000 Payment due May 2, 2026 under promissory note; not paid, causing default

Remaining payment $250,000 Second installment due November 2, 2026 under the promissory note

Original interest rate 6% per annum Interest rate on the $1,500,000 initial payment before default

Default interest rate 8% per annum Interest rate on the $1,500,000 initial payment after event of default

Initial payment due date May 2, 2026 First anniversary of May 2, 2025 note issuance; date payment was missed

Final payment due date November 2, 2026 18‑month anniversary of note issuance for remaining $250,000

Key Terms

promissory note, event of default, default rate, equity purchase agreement, +1 more

5 terms

promissory note financial

"On May 2, 2025, Algorhythm Holdings, Inc. issued a promissory note in the principal amount of $1,750,000"

A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.

event of default financial

"The Company failed to make the Initial Payment on May 2, 2026, triggering an event of default under the Promissory Note."

An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.

default rate financial

"the interest rate applicable to the Initial Payment increased from six percent per annum to the default rate of eight percent per annum."

Default rate is the percentage of loans, bonds, or borrowers that fail to make required payments or otherwise break their payment promise over a given time. Investors watch it because rising defaults signal higher credit risk, lower expected returns, and potential losses across a portfolio—much like a landlord losing rent from a growing share of tenants, which reduces income and can lower property value.

equity purchase agreement financial

"pursuant to an equity purchase agreement among the Company and its subsidiary and the Seller."

An equity purchase agreement is a legal contract that sets the terms for buying ownership shares in a company, including the number of shares, price, and any conditions that must be met before the sale closes. For investors it matters because it determines how much ownership and control they gain, how the company’s value and share count change, and what protections or obligations each side has—think of it as the detailed bill of sale and ground rules for a stock purchase.

acceleration financial

"the Seller has the right, upon written notice, to declare all outstanding amounts immediately due and payable."

Understanding 8-K Material Events →

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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): May 2, 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) 800-0425

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 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On May 2, 2025, Algorhythm Holdings, Inc. (the “Company”) issued a promissory note in the principal amount of $1,750,000 (the “Promissory Note”) to SemiCab Inc., a Delaware corporation (the “Seller”), pursuant to an equity purchase agreement (the “Equity Purchase Agreement”) among the Company and its subsidiary, SemiCab Holdings, LLC, a Nevada limited liability company (“SemiCab Holdings”), and the Seller. The Promissory Note provides that $1,500,000 is due and payable by the Company on the first anniversary of the date of issuance, or May 2, 2026 (the “Initial Payment”), and the remaining $250,000 is due and payable by the Company on the 18-month anniversary of the date of issuance, or November 2, 2026.

The Company failed to make the Initial Payment on May 2, 2026, triggering an event of default under the Promissory Note. As a result, the interest rate applicable to the Initial Payment increased from six percent per annum to the default rate of eight percent per annum. During the continuance of the default, the Seller has the right, upon written notice, to declare all outstanding amounts immediately due and payable.

As of the date of this Current Report on Form 8-K, the Seller has not exercised any remedies under the Promissory Note or sought other legal remedies against the Company.

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: May 7, 2026	ALGORHYTHM HOLDINGS, INC.
	By:	/s/ Alex Andre
	Name:	Alex Andre
	Title:	Chief Financial Officer and General Counsel

Filing Exhibits & Attachments

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• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB