Algorhythm Holdings gets waiver on $1.5M note payment

Algorhythm Holdings, Inc. entered into a second forbearance agreement with SemiCab, Inc. covering a $1,750,000 promissory note issued under an equity purchase agreement.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Algorhythm Holdings, Inc. entered into a second forbearance agreement with SemiCab, Inc. covering a $1,750,000 promissory note issued under an equity purchase agreement. The note required an Initial Payment of $1,500,000 on May 2, 2026, which the company did not pay on that date.

The new forbearance agreement dated June 16, 2026 confirms the Seller’s irrevocable waiver of any default or event of default arising from the missed Initial Payment and extends the period during which the Seller will forbear from taking action related to that nonpayment through July 16, 2026. The remaining $250,000 of principal is scheduled to be paid on November 2, 2026.

Positive

None.

Negative

Algorhythm Holdings, Inc. did not make the scheduled $1,500,000 Initial Payment on May 2, 2026, and is relying on forbearance agreements to defer potential enforcement actions through July 16, 2026, highlighting near-term pressure around this debt obligation.

Insights

Forbearance on a missed $1.5M payment signals elevated credit risk.

Algorhythm Holdings, Inc. owes $1,750,000 under a promissory note to SemiCab, Inc., including an Initial Payment of $1,500,000 due on May 2, 2026. The company did not make that Initial Payment on the scheduled date.

The Seller has now twice agreed to waive associated defaults and forbear from exercising remedies, most recently through July 16, 2026. This pattern indicates near-term liquidity or funding pressure around this obligation, as the company is relying on negotiated extensions rather than timely repayment.

The remaining $250,000 is due on November 2, 2026, so overall repayment timing concentrates several obligations into 2026. Subsequent company filings may clarify how Algorhythm ultimately satisfies these payments and whether further amendments to the note or additional forbearance are negotiated.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Promissory note principal: $1,750,000 Initial Payment due: $1,500,000 Final installment: $250,000 +2 more

5 metrics

Promissory note principal $1,750,000 Principal amount of note issued May 2, 2025 to SemiCab, Inc.

Initial Payment due $1,500,000 Scheduled on May 2, 2026 under the promissory note

Final installment $250,000 Due November 2, 2026 under the same note

First forbearance end date June 16, 2026 Initial forbearance period end for missed Initial Payment

Second forbearance end date July 16, 2026 Extended forbearance on missed Initial Payment

Key Terms

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

5 terms

promissory note financial

"the Company 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.

equity purchase agreement financial

"pursuant to an equity purchase agreement among the Company, SemiCab Holdings, LLC 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.

forbearance agreement financial

"the Company and the Seller entered into a forbearance agreement pursuant to which"

A forbearance agreement is a temporary deal between a borrower and a lender where the lender agrees to delay or reduce payments instead of declaring a default; think of it as a pause button on a loan while both sides work out a longer-term fix. It matters to investors because it affects a company’s short-term cash flow and the likelihood of loan losses or restructuring, which can change credit risk and share value.

event of default financial

"waived any default or event of default that was or will be caused"

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.

Emerging growth company regulatory

"Emerging growth company Section 1 - Registrant’s Business and Operations"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What agreement did Algorhythm Holdings (RIME) disclose with SemiCab on June 16, 2026?

Algorhythm Holdings disclosed a second forbearance agreement with SemiCab, dated June 16, 2026. It confirms waiver of defaults tied to a missed $1,500,000 Initial Payment and extends SemiCab’s agreement to forbear from taking action related to that nonpayment through July 16, 2026.

How large is the promissory note Algorhythm Holdings (RIME) owes to SemiCab?

Algorhythm Holdings issued a promissory note to SemiCab in the principal amount of $1,750,000. The note was issued on May 2, 2025 under an equity purchase agreement involving SemiCab Holdings, LLC, and sets scheduled payments in 2026, including a $1,500,000 Initial Payment and a $250,000 balance.

When were payments under the Algorhythm Holdings (RIME) promissory note originally due?

The promissory note requires a $1,500,000 Initial Payment on the first anniversary of issuance, May 2, 2026, and a remaining $250,000 on the 18‑month anniversary, November 2, 2026. These dates structure repayment of the $1,750,000 principal obligation to SemiCab, Inc.

Did Algorhythm Holdings (RIME) pay the $1.5 million Initial Payment on time?

The company did not make the $1,500,000 Initial Payment on May 2, 2026. SemiCab irrevocably waived any default or event of default arising from that missed payment and agreed, under successive forbearance agreements, to forbear from taking related action through July 16, 2026.

How long will SemiCab’s forbearance toward Algorhythm Holdings (RIME) last under the latest agreement?

Under the second forbearance agreement dated June 16, 2026, SemiCab will forbear from taking action regarding defaults tied to the missed Initial Payment for events occurring on or prior to July 16, 2026. This extends an earlier forbearance period that previously ran through June 16, 2026.

What relationship does the promissory note have to Algorhythm Holdings’ (RIME) equity purchase agreement?

The promissory note was issued pursuant to an equity purchase agreement among Algorhythm Holdings, its subsidiary SemiCab Holdings, LLC, and SemiCab, Inc. This means the $1,750,000 note is part of the consideration structure for that equity transaction rather than a standalone financing arrangement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/22/2026 - 04:40 PM

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 16, 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. ☐

Section 1 - Registrant’s Business and Operations Item

1.01 Entry into a Material Definitive Agreement.

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.

On May 9, 2026, the Company and the Seller entered into a forbearance agreement pursuant to which: (i) the Seller irrevocably waived any default or event of default that was or will be caused under the Promissory Note as a result of the Company’s failure to pay the Initial Payment to the Seller on May 2, 2026, and (ii) the Seller will forbear from taking action with respect to any defaults or events of default arising after the date of the forbearance agreement with respect to the Company’s failure to make such payment that occur at any time on or prior to June 16, 2026.

On June 16, 2026, the Company and the Seller entered into a second forbearance agreement pursuant to which: (i) the Seller irrevocably waived any default or event of default that was or will be caused under the Promissory Note as a result of the Company’s failure to pay the Initial Payment to the Seller on May 2, 2026, and (ii) the Seller will forbear from taking action with respect to any defaults or events of default arising after date of the forbearance agreement with respect to the Company’s failure to make such payment that occur at any time on or prior to July 16, 2026.

The foregoing description of the second forbearance agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01 Financial Statement and Exhibits.

Exhibit No.		Description
10.1		Forbearance Agreement, dated June 16, 2026, by and between Algorhythm Holdings, Inc. and SemiCab, Inc.

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: June 22, 2026	ALGORHYTHM HOLDINGS, INC.

	By:	/s/ Alex Andre
	Name:	Alex Andre
	Title:	Chief Financial Officer and General Counsel

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 12.5 KB

Algorhythm Holdings gets waiver on $1.5M note payment