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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): |
June
29, 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
1.01 Entry Into a Material Definitive Agreement.
As
previously disclosed, on February 17, 2026, Algorhythm Holdings, Inc. (the “Company”) entered into Secured Pre-Paid Purchase
#4 in the principal amount of $10,355,000 (“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.
On
June 29, 2026, the Company entered into an exchange agreement (the “Exchange Agreement”) with Streeterville. Pursuant to
the Exchange Agreement, the Company and Streeterville agreed to partition a new Pre-Paid Purchase (the “Partitioned
Pre-Paid Purchase”) in the original principal amount of $3,500,000 (the “Partitioned Amount”) from Secured Pre-Paid
Purchase #4 and reduce the outstanding balance of Secured Pre-Paid Purchase #4 by an amount equal to the Partitioned Amount. The parties
then exchanged the resulting Partitioned Pre-Paid Purchase for 3,500 shares (the “Exchange Shares”) of the Company’s
newly created Series A Preferred Stock, par value $1.00 per share (the “Series A Preferred Stock”). The parties agreed that,
immediately following cancellation of the Partitioned Amount, the outstanding balance of Secured Pre-Paid Purchase #4 was $7,202,371.69.
On
June 29, 2026, in connection with the issuance of the Exchange Shares, the Company filed the Certificate of Designation of Preferences
and Rights of Series A Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware.
The Certificate of Designation designates 15,000 shares of the Company’s preferred stock, par value $1.00 per share, as Series
A Preferred Stock and provides that each share of Series A Preferred Stock has a stated value of $1,150 (the “Stated Value”).
Each share of Series A Preferred Stock accrues a preferred return on the Stated Value at a rate of 9% per annum (the “Preferred
Return”) which compounds daily and is payable quarterly in cash or additional shares of Series A Preferred Stock at the Company’s
election. Upon the occurrence of an event of default under the Certificate of Designation, the Stated Value will automatically increase
to 15%, which increase may be applied up to three times for three separate events of default.
The
Series A Preferred Stock is non-convertible and has no voting rights except in certain limited circumstances. It is not entitled to participate
in dividends, distributions or payments to holders of the Company’s common stock and may be redeemed by the Company, at the sole
discretion of its board of directors, for a cash redemption price equal to 110% of the applicable liquidation amount. The Series A Preferred
Stock ranks senior to all shares of the Company’s capital stock, including the Company’s common stock, with respect to dividends,
distributions and payments upon liquidation, dissolution and winding up. The Certificate of Designation also contains covenants restricting
certain issuances of securities, changes to authorized shares, asset pledges, asset dispositions, reverse stock splits and fundamental
transactions.
The
foregoing descriptions of the Exchange Agreement and Certificate of Designation do not purport to be complete and are qualified in their
entirety by reference to the full text of the Exchange Agreement and Certificate of Designation, copies of which are filed as Exhibits
10.1 and 3.1, respectively, to this Current Report on Form 8-K and are 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. The Exchange Shares were issued in exchange for the Partitioned
Pre-Paid Purchase pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended. The Company did not receive any cash proceeds
from the issuance of the Exchange Shares and did not receive any consideration for entering into the Exchange Agreement other than cancellation
of the Partitioned Amount. The Exchange Shares have not been registered under the Securities Act or any state securities laws and may
not be offered or sold absent registration with the Securities and Exchange Commission or an applicable exemption from registration requirements.
Item
3.03 Material Modification to Rights of Security Holders.
The
information contained in Item 1.01 above is incorporated by reference herein. The rights of holders of Common Stock are qualified by
the rights, powers, preferences and privileges of the Series A Preferred Stock, including the Series A Preferred Stock’s senior
ranking as to dividends, distributions and liquidation payments, the consent rights of holders of at least a majority of the outstanding
Series A Preferred Stock over the authorization or issuance of senior or parity stock, and the covenants restricting certain issuances
of securities, changes to authorized shares, asset pledges, asset dispositions, reverse stock splits and fundamental transactions.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
information contained in Item 1.01 above is incorporated by reference herein. Effective upon filing with the Secretary of State of the
State of Delaware on June 29, 2026, the Certificate of Designation established the designation, number of shares, powers, preferences
and relative rights, and the qualifications, limitations and restrictions, of the Series A Preferred Stock.
Item
9.01 Financial Statement and Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Designation of Preferences and Rights of Series A Preferred Stock filed with the Secretary of State of the States of Delaware on June 29, 2026. |
| 10.1* |
|
Exchange Agreement, dated June 29, 2026, by and between Algorhythm Holdings, Inc. and Streeterville Capital, LLC. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
* The schedules and exhibits to this agreement
have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the
SEC upon request.
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:
July 2, 2026 |
ALGORHYTHM
HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/
Alex Andre |
| |
Name: |
Alex
Andre |
| |
Title: |
Chief
Financial Officer and General Counsel |
