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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): |
September
15, 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. |
Asset
Purchase Agreement
On
September 15, 2026 (the “Closing Date”), Algorhythm Holdings, Inc., a Delaware corporation (“Parent” or the “Company”),
through its wholly owned subsidiary Azure Holdings, LLC, a Nevada limited liability company (“Buyer”), entered into an Asset
Purchase Agreement (the “APA”) with Azure Energy, LLC, a Delaware limited liability company (“Seller”), Azure
Energy, S.R.L. (“Azure S.R.L.”), a Costa Rica company (solely with respect to Sections 2.09 and 3.02(c) thereof), and, as
to certain provisions, Tangen Family Trust, a Washington trust, and 1979, FLP, a North Carolina limited partnership (collectively, the
“Optionors”). Signing and closing of the acquisition (the “Closing”) occurred simultaneously on the Closing Date.
The board of directors of the Company (the “Board”) received a fairness opinion from Marshall & Stevens Inc. in connection
with the transactions contemplated by the APA and approved such transactions.
Pursuant
to the APA, Buyer acquired from Seller substantially all of the assets, and certain liabilities, of Seller. Seller operates a business
focused on developing firm-capacity renewable energy infrastructure built around converting waste and biomass into clean, dispatchable
power (the “Business”). The purchased assets (the “Purchased Assets”) include substantially all of the assets
used or held for use in the Business, including, without limitation, the following: (i) inventory; (ii) assigned contracts, including
intellectual property-related agreements; (iii) intellectual property assets; (iv) tangible personal properties including all furniture,
fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property;
(v) owned and leased real property; (vi) permits, including, but not limited to, environmental permits, environmental attributes, renewable
energy credits and carbon credits, power purchase agreements, off-take contracts, interconnection agreements, and land rights; (vii)
rights to any actions relating to the Business; (viii) prepaid expenses; (ix) warranty rights; (x) insurance benefits; (xi) books and
records; and (xii) goodwill and going-concern value. The APA excludes the following from the Purchased Assets: (i) certain contracts
that are not assigned to either the Buyer or Parent; (ii) corporate seals and organizational documents of Seller; (iii) Seller’s
benefits plans; (iv) certain assets specifically scheduled by the parties; (v) all rights of Seller arising under or in connection with
the APA; (vi) cash and cash equivalents; and (vii) accounts receivable. In addition, Buyer and Parent assumed only the following liabilities
of Seller: (i) trade accounts payable of the Business that are not delinquent as of the Closing Date; (ii) liabilities and obligations
arising after the Closing Date; and (iii) such other liabilities as are specifically scheduled in the APA. All other liabilities of Seller
constitute excluded liabilities and were not assumed by Buyer or the Parent.
The
aggregate purchase price for the Purchased Assets consists entirely of securities of Parent equal in value to $23,000,000 (the “Purchase
Price”), comprised of: (a) 4,076,312 shares of Common Stock of Parent, par value $0.01 per share (the “Common Stock”)
(representing 19.99% of the issued and outstanding shares of Common Stock as of September 14,
2026); and (b) 22,038 shares of Series B Preferred Stock of
Parent, par value $1.00 per share (the “Series B Preferred Stock; collectively with the shares of Common Stock purchased thereof,
the “Securities”). Under the APA, the Optionors also granted the Parent an option to purchase certain outstanding equity
interests of Azure S.R.L. pursuant to an Option Agreement as further described below.
The
representations and warranties of the parties generally survive for two (2) years following the Closing Date. Certain fundamental representations
survive for six (6) years, and representations relating to taxes and employee benefit matters of Seller survive until the expiration
of the applicable statute of limitations plus sixty (60) days. Seller’s indemnification obligations are subject to: (i) a de minimis
threshold of $25,000 per individual claim; (ii) an aggregate limit of $230,000; and (iii) a cap of $2,300,000 (equal to 10% of the Purchase
Price). Seller may satisfy indemnification obligations by surrendering Securities to Buyer and Parent, by exercising setoff rights, or
by making a cash payment.
Seller
agreed to customary restrictive covenants, including, but not limited to, the following: (i) a two (2)-year non-competition covenant
covering the Restricted Business (defined as the development, ownership, or operation of waste-to-power or biomass-to-power facilities)
within the State of North Carolina, subject to a 2.5% passive investment carve-out; (ii) a two (2)-year non-solicitation covenant with
respect to employees, contractors, and customers; (iii) customary confidentiality obligations; and (iv) a six (6)-month lock-up and short-sale
prohibition applicable to the Securities received by Seller (or until such Securities are registered under an effective registration
statement, whichever occurs first). The Buyer and Parent agreed to retain the Business’s books and records for a period of seven
(7) years following the Closing Date.
Option
Agreement
Concurrently
with the execution and closing of the APA, on September 15, 2026, Parent (as Optionee), Seller (as Target), Azure S.R.L., and the Optionors
entered into an Option Agreement (the “Option Agreement”). Pursuant to the Option Agreement, the Optionors granted to Parent
an exclusive, irrevocable option (the “Option”) exercisable for a period of thirty-six (36) months from the Closing Date
to purchase from the Optionors an aggregate of 79.0286% of the issued and outstanding equity interests of Azure S.R.L. for an aggregate
exercise price of $30,000,000. Upon exercise of the Option, Parent may elect, in its sole discretion, to pay up to fifty percent (50%)
of the exercise price in cash, with the remainder payable in shares of Series B Preferred Stock. No separate option payment or option
premium is payable by Parent in consideration for the grant of the Option.
The
Company may exercise the Option by delivering written notice of exercise to the Optionors. The Option Agreement terminates automatically
upon the earliest of: (i) the closing of the option transaction following exercise of the Option; (ii) the expiration of the thirty-six
(36)-month option term without exercise; or (iii) the mutual written agreement of the parties to terminate.
Employment
Matters Contemplated by the APA
As
further described in Item 5.02 below, pursuant to the APA, effective immediately after the Closing on September 15, 2026, the Company
terminated the employment of Gary Atkinson as Chief Executive Officer and Alex Andre as Chief Financial Officer and General Counsel,
in each case not for cause and in accordance with their respective employment agreements (as amended and restated) with the Company.
In addition, in connection with the Closing of the acquisition transaction contemplated by the APA, Gary Atkinson resigned as a member
of the Company’s Board, effective as of the Closing Date. Mr. Atkinson’s resignation was not the result of any disagreement
with the Company on any matter relating to the Company’s operations, policies or practices.
Furthermore,
pursuant to the APA, the Board appointed Andrew Thompson as Chief Executive Officer of the Company, effective as of the Closing on September
15, 2026. Pursuant to the terms of the APA, Seller nominated two directors to the Board, both of whom were appointed to the Board on
the Closing Date. The experience of Mr. Thompson and his employment agreement with the Company is further described in Item 5.02 below.
The
foregoing descriptions of the APA and the Option Agreement do not purport to be complete and are qualified in their entirety by reference
to the full text of the APA and the Option Agreement, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form
8-K and are incorporated herein by reference.
Streeterville
Exchange Agreement
On
September 15, 2026,
the Company and Streeterville Capital, LLC (“Streeterville”) entered into an Exchange Agreement (the “Exchange Agreement”)
pursuant to which 3,500 shares of the Company’s Series A Preferred Stock held by Streeterville were surrendered and exchanged for
a new Secured Pre-Paid Purchase #5 in the original principal amount of $4,025,000 (“PPP #5”). PPP #5 bears interest at 9%
per annum, matures three years from September 15, 2026,
and may be prepaid at 110% of the outstanding balance. The shares of Series A Preferred Stock issued to Streeterville were cancelled
upon the exchange and returned to the status of authorized but unissued shares of preferred stock, and no shares of Series A Preferred
Stock remain outstanding. The exchange was effected in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities
Act”). In addition, Streeterville consented to the Company’s entry into and consummation of the transactions contemplated
by the Purchase Agreement, the Option Agreement, and the Certificate of Designation (as defined below).
The
foregoing descriptions of the Exchange Agreement and PPP #5 do not purport to be complete and are qualified in their entirety by reference
to the full text of the Exchange Agreement and PPP #5, copies of which are attached hereto as Exhibits 10.9 and 10.10, respectively,
and are incorporated herein by reference.
| Item
2.01 | Completion
of Acquisition or Disposition of Assets. |
The
disclosure set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. The Company
will file the financial statements of Seller and the pro forma financial information required by Item 9.01 of Form 8-K no later than
71 calendar days after the date that this initial report on Form 8-K is required to be filed.
| Item
2.03 | Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The
Exchange Agreement and PPP #5 create a direct financial obligation of the Company in the amount of $4,025,000. The disclosure set forth
in Item 1.01 above regarding the Exchange Agreement and PPP #5 is incorporated by reference into this Item 2.03.
| Item
3.02 | Unregistered
Sales of Equity Securities. |
The
disclosure set forth in Items 1.01, 2.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The
issuance of Securities was made pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act. The shares
of Series B Preferred Stock issuable pursuant to the APA, and the shares of Common Stock issuable upon conversion of such Series B Preferred
Stock, have not been registered under the Securities Act and will be issued pursuant to applicable exemptions from registration under
the Securities Act.
PPP
#5 was issued under the terms of the Exchange Agreement in exchange for the surrender of the shares of Series A Preferred Stock pursuant
to Section 3(a)(9) of the Securities Act. The Company did not receive any cash proceeds from the issuance of PPP #5 and did not receive
any consideration for entering into the Exchange Agreement other than cancellation of the Series A Preferred Stock.
The
issuance of securities awards to Ms. Raele and the stock awards issued to Messrs. Thompson and Smith as further described in
Item 5.02 were made pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933. Such securities
awards have not been registered under the Securities Act and will be issued pursuant to applicable exemptions from registration under
the Securities Act.
| Item
3.03 | Material
Modification to Rights of Security Holders. |
The
disclosures set forth in Items 1.01 and 5.03 of this Current Report on Form 8-K are incorporated by reference into this Item 3.03.
| Item
5.02 | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
The
disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Appointment
of Chief Executive Officer.
Effective
as of September 15, 2026, in connection with the Closing of the transactions contemplated by the APA, the Board appointed Andrew Thompson
to serve as the Company’s Chief Executive Officer.
Mr.
Thompson, age 46, has served as a Managing Partner of Azure Energy, LLC since August 2025. From May 2022 to May 2023, Mr. Thompson served
as Co-Founder and Treasurer of Azure Renewables, S.A., located in San José, Costa Rica. From June 2015 to December 2024, he served
as a Managing Partner of an advisory firm, and earlier in his career, he served as Managing Director of Ocozzio Advisors, a risk management
agency, in 2017. Mr. Thompson has significant financial and executive leadership experience. He served as Co-Owner and Chief Financial
Officer of a company from January 2007 to August 2015 and as Chief Financial Officer of United Tissue, Inc. from January 2006 to December
2008. Through these roles, Mr. Thompson has developed extensive experience in corporate finance, treasury management, and corporate leadership.
Mr. Thompson received an undergraduate degree from Augusta State University and received his MBA from Augusta State University’s
College of Business Administration.
Other
than as described in this Current Report, (i) there are no family relationships between Mr. Thompson and any director or executive officer
of the Company that would require disclosure under Item 401(d) of Regulation S-K, and (ii) there are no transactions involving Mr. Thompson
that would require disclosure under Item 404(a) of Regulation S-K.
In
connection with his appointment, the Company and Mr. Thompson entered into an Employment Agreement effective as of September 15, 2026
(the “Thompson Employment Agreement”), providing for an initial term ending on the third anniversary of the effective date.
The Thompson Employment Agreement will renew and extend automatically on the third anniversary of the effective date and each annual
anniversary thereafter, unless either party provides at least 90 days’ notice of non-renewal.
The
Thompson Employment Agreement provides for an annual base salary of $375,000 and an annual bonus opportunity of up to 50% of base salary.
Half of the bonus is earned based on continued employment, and half is subject to performance objectives. Of the performance-based portion,
two-thirds (2/3) will be earned upon the Company raising sufficient capital to ensure its viability for the applicable fiscal year, and
one-third (1/3) will be earned upon the Company generating at least $10,000,000 of revenue for the fiscal year ending December 31, 2026,
and such amount as the Board determines for subsequent years. Mr. Thompson is also entitled to a change-in-control bonus upon a change
in control transaction involving the Company during the employment term. As an inducement material to his acceptance of employment, the
Company granted Mr.
Thompson an inducement award of 2,119,542 restricted shares of Common Stock in reliance on Nasdaq Listing Rule 5635(c)(4). Of those shares,
1,059,771 were fully vested on
the grant date, and the remaining 1,059,771 are subject to a restricted stock award agreement and will vest in full on the first anniversary
of the effective date of the Thompson Employment Agreement. Mr. Thompson is also eligible to receive annual equity awards with a grant-date
value equal to the greater of four times his base salary or a value determined by an independent compensation consultant. Upon a termination
without cause or for good reason, Mr. Thompson is entitled to severance equal to two times the sum of his base salary and maximum annual
bonus, COBRA reimbursement for up to 18 months, and full accelerated vesting of his outstanding equity awards.
Appointment
of Chief Operating Officer.
The
Board also appointed Ryan J. Smith to serve as the Company’s Chief Operating Officer, effective as of September 15, 2026.
Mr.
Smith, age 39, has served as Vice President of Development at Azure Energy, LLC, a leading developer of firm-capacity renewable energy
infrastructure, since January 2026, where he led the origination and development of energy and infrastructure projects, overseeing the
full project lifecycle from site control to permitting. From July 2016 to May 2025, Mr. Smith held a series of operational risk roles
at Wells Fargo Bank, a multinational financial services company. He served as Vice President, Risk Officer in the Wealth Investment Management
business in the Charlotte, North Carolina office from October 2021 to May 2025 where he led a variety of risk management programs aimed
at documenting and mitigating the firm’s business risks. Prior to that, he served as Vice President, Operational Risk Officer in
Recovery & Resolution Planning, from June 2019 to September 2021, as Assistant Vice President, Operational Risk Consultant in Asset
Backed Finance, from May 2018 to June 2019, and as an Operational Risk Consultant within Wealth and Investment Management from July 2016
to May 2018. Earlier in his career, he served as an Operations Manager at Hexcel Corporation, a global leader in advanced composite materials,
and, prior to that, served as an Infantry Officer and Risk Assessment Officer in the United States Army. Mr. Smith received his Bachelor
of Arts degree from the University of California, Santa Barbara, and his MBA from the University of North Carolina at Chapel Hill’s
Kenan-Flagler Business School.
Other
than as described in this Current Report, (i) there are no family relationships between Mr. Smith and any director or executive officer
of the Company that would require disclosure under Item 401(d) of Regulation S-K, and (ii) there are no transactions involving Mr. Smith
that would require disclosure under Item 404(a) of Regulation S-K.
In
connection with his appointment, the Company and Mr. Smith entered into an Employment Agreement effective as of September 15, 2026 (the
“Smith Employment Agreement”), providing for an initial term ending on the third anniversary of the effective date. The Smith
Employment Agreement will renew and extend automatically on that third anniversary date and each annual anniversary thereafter, unless
either party provides at least 90 days’ notice of non-renewal.
The
Smith Employment Agreement provides for an annual base salary of $280,000 and an annual bonus opportunity of up to 50% of base salary.
Half of the bonus is earned based on continued employment, and half is subject to performance objectives. Of the performance-based portion,
two-thirds (2/3) will be earned upon achieving operational objectives established by the Chief Executive Officer and approved by the
Board for the applicable fiscal year, and one-third (1/3) will be earned upon the Company generating at least $10,000,000 of revenue
for the fiscal year ending December 31, 2026, and such amount as the Board determines for subsequent years. Mr. Smith is also entitled
to a change-in-control bonus upon a change in control transaction involving the Company during the employment term. As an inducement
material to his acceptance of employment, the Company granted Mr.
Smith an inducement award of 2,119,542 restricted shares of Common Stock in reliance on Nasdaq Listing Rule 5635(c)(4). Of those shares,
1,059,771 were fully vested in
full on the grant date, and the remaining 1,059,771 are subject to a restricted stock award agreement and will vest in full on the first
anniversary of the effective date of the Smith Employment Agreement. Mr. Smith is also eligible to receive annual equity awards with
a grant-date value equal to the greater of four times his base salary or a value determined by an independent compensation consultant.
Upon a termination without cause or for good reason, Mr. Smith is entitled to severance equal to two times the sum of his base salary
and maximum annual bonus, COBRA reimbursement for up to 18 months, and full accelerated vesting of his outstanding equity awards.
Appointment
of Chief Accounting Officer and Interim Chief Financial Officer
In
connection with Mr. Andre’s termination as the Company’s Chief Financial Officer, the Board appointed and promoted Leticia
Raele from her position as Controller of the Company to serve as the Company’s Chief Accounting Officer and Interim Chief Financial
Officer, effective as of the Closing Date. In connection with Ms. Raele’s appointment, the Company and Raele entered into an Employment
Agreement effective as of September 15, 2026.
(the “Raele Employment Agreement”), providing for an initial term ending on the second anniversary of the effective date.
The Raele Employment Agreement will renew and extend automatically on that third anniversary date and each annual anniversary thereafter,
unless either party provides at least 90 days’ notice of non-renewal.
Pursuant
to the Raele Employment Agreement, Ms. Raele is entitled to an annual base salary of $270,000, subject to annual review by the Board
(but not subject to decrease without consent), and is eligible for an annual bonus of up to 20% of her base salary based on performance
objectives determined by the Chief Executive Officer. In addition, Ms. Raele received a one-time signing bonus of $25,000 on the effective
date and is entitled to an additional one-time bonus of $25,000 if she remains employed through December 31, 2026. As an inducement to
Ms. Raele’s continued service, the Company granted Ms. Raele a stock option (the “Raele Stock Option”) exercisable
into 1,144,552 shares of Common Stock at an exercise price of $0.2359 per share, vesting 25% on the date of grant and the remaining 75%
in equal quarterly installments over the following two years. The Raele Stock Option was granted outside the Company’s 2022 Equity
Incentive Plan and expires on September 15, 2036.
Upon a termination without cause or for good reason, Ms. Raele is entitled to severance equal to the sum of her base salary and maximum
annual bonus, COBRA reimbursement for up to 18 months, and full accelerated vesting of her outstanding equity awards including the Raele
Stock Option.
Ms.
Raele, age 48, has served as the Company’s Controller since September 2025. From March 2017 to July 2025, Ms. Raele held a series
of accounting leadership roles at FlexShopper, LLC, the principal operating subsidiary of FlexShopper, Inc., a publicly traded financing
solutions business, most recently as Chief Accounting Officer from May 2023 to August 2025, and previously as Controller and Assistant
Controller. Earlier in her career, from August 1999 to January 2011, Ms. Raele served as an accountant for Price Waterhouse & Co.
S.R.L., the PwC member firm in Argentina, most recently as an Audit Manager, where she led audits of public and private companies. Ms. Raele received her degree in Public Accounting
from the Universidad de Buenos Aires and holds the Diploma in International Financial Reporting from the Association of Chartered Certified
Accountants.
There
are no family relationships between Ms. Raele and any director or executive officer of the Company that would require disclosure under
Item 401(d) of Regulation S-K. There are no transactions involving Ms. Raele that would require disclosure under Item 404(a) of Regulation
S-K.
Appointment
of New Directors
Pursuant
to the APA, the Company agreed to appoint two directors nominated by Seller to the Board. Effective as of September 15, 2026, Mr. Thompson
and Gregory D. Smith were appointed to serve as members of the Board. Mr. Thompson was appointed Chairman of the Board. Mr. Gregory Smith’s
committee assignment will be determined at a later date.
There
are no arrangements or understandings with any other person pursuant to which Messrs. Thompson and Gregory Smith were selected as directors.
Neither Mr. Thompson nor Mr. Gregory Smith has any family relationship with any director or executive officer of the Company that would
require disclosure under Item 401(d) of Regulation S-K. Other than the transactions contemplated by the APA and described in Items 1.01
and 2.01 above, there are no transactions involving Mr. Thompson or Mr. Gregory Smith that would require disclosure under Item 404(a)
of Regulation S-K.
In
connection with the appointments of Messrs. Thompson and Gregory Smith to the Board, the Board’s size increased from six (6) to
seven (7) directors, and seven (7) directors currently serve on the Board.
Departure
of Officers and Director
In
connection with, and effective upon, the Closing of the transactions contemplated by the APA, as described in Items 1.01 and 2.01 above,
the Company terminated, on September 15, 2026, the employment of Gary Atkinson, its former Chief Executive Officer, and Alex Andre, its
former Chief Financial Officer and General Counsel (each a “Departing Executive” and collectively, the “Departing Executives”,
each without “cause” and pursuant to their respective employment agreements with the Company. In connection with their departures,
the Company entered into separate Separation and Release Agreements dated September 15, 2026 (each, a “Separation Agreement”),
with each of Mr. Atkinson and Mr. Andre. Pursuant to the Separation Agreement with Mr. Atkinson, the Company agreed to pay Mr. Atkinson
a one-time separation payment of $1,080,000 on the effective date, in addition to any other compensation and benefits owed to him, in
exchange for a general release of claims in favor of the Company and its affiliates. Pursuant to the Separation Agreement with Mr. Andre,
the Company agreed to pay Mr. Andre a one-time separation payment of $1,170,000 on the effective date, in addition to any other compensation
and benefits owed to him, in exchange for a general release of claims in favor of the Company and its affiliates.
Also
on September 15, 2026, Gary Atkinson resigned as a member of the Board, effective as of the Closing. Mr. Atkinson’s resignation
was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Consulting
Agreements with Former Officers
In
connection with the departures of Messrs. Atkinson and Andre as officers of the Company, the Company entered into consulting arrangements
with each of them, in each case dated September 15, 2026 (each a “Consulting Agreement”). Pursuant to the Consulting Agreement
with Mr. Atkinson, the Company engaged G2M Consulting, LLC, an entity owned by Mr. Atkinson, to provide general corporate consulting
and advisory services up to 20 hours per month for an 18-month term. The consideration for the engagement consists of (i) a one-time
payment of $270,000 (subject to repayment if the consultant terminates the arrangement within six months), (ii) a monthly retainer of
$25,000, (iii) a restricted stock award of 2,000,000 shares of Common Stock granted under the Company’s 2022 Equity Incentive Plan,
which is registered on Form S-8 (File No. 333-268106), and (iv) the immediate vesting of an outstanding stock option exercisable into
740,597 shares of Common Stock. Of the 2,000,000 shares of Common Stock underlying the restricted stock award granted to Mr. Atkinson,
1,000,000 will vest on the 91st day following the effective date, and 1,000,000 will vest on January 1, 2027, subject to a 4.99% beneficial
ownership limitation. Pursuant to the Consulting Agreement with Mr. Andre, the Company engaged Mr. Andre to provide general corporate
consulting and advisory services up to 20 hours per month for an 18-month term. The consideration for Mr. Andre’s engagement consists
of (i) a one-time payment of $222,000 (subject to repayment if Mr. Andre terminates the arrangement within six months), (ii) a monthly
retainer of $21,000, (iii) a restricted stock award of 1,000,000 shares of Common Stock granted under the Company’s 2022 Equity
Incentive Plan, which is registered on Form S-8 (File No. 333-268106), and (iv) the immediate vesting of certain outstanding stock options
exercisable into an aggregate of 281,427 shares of Common Stock. Of the 1,000,000 shares of Common Stock underlying the restricted stock
award granted to Mr. Andre, 500,000 vest on the 91st day following the effective date, and 500,000 vest on January 1, 2027, subject to
a 4.99% beneficial ownership limitation.
The
foregoing descriptions of the Thompson Employment Agreement, the Smith Employment Agreement, the Raele Employment Agreement, the Separation
Agreements with each of Messrs. Atkinson and Andre and the Consulting Agreements with each of Messrs. Atkinson and Andre do not purport
to be complete and are qualified in their entirety by reference to the full text of each such agreement. Copies of the form of employment
agreement with Messrs. Thompson and Smith, the Raele Employment Agreement and the form of consulting agreement are filed as Exhibits
10.3, 10.4, 10.5 and 10.6 to this Current Report on Form 8-K and are incorporated herein by reference.
Rabbi
Trust and Funding Agreement
Pursuant
to the Separation Agreements, on the Closing Date, the Company entered into a Funding Agreement (the “Funding Agreement”)
with each of the Departing Executive addressing the Company’s obligation to fund certain deferred compensation owed to the Departing
Executives under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). On September 11, 2026, the
Company entered a Trust Agreement (the “Rabbi Trust Agreement”) with The Bryn Mawr Trust Company of Delaware (the “Trustee”)
establishing a nonqualified irrevocable grantor trust, commonly known as a rabbi trust (the “Trust”), the assets of which
will be used to hold and distribute deferred compensation owed to the Departing Executives under Section 409A. Pursuant to the Trust
Agreement, the Company is required to fund the Trust within six months of September 11, 2026 with cash sufficient to satisfy the deferred
compensation obligations. With respect to any amounts payable from the Trust, the Departing Executives and their beneficiaries shall
have the status of general unsecured creditors of the Company, and the Trust assets shall be subject to the claims of the Company’s
general creditors in the event of insolvency.
Pursuant
to the Funding Agreement, the Company acknowledged that it currently has insufficient capital to fully fund the Trust on the Closing
Date and agreed to a structured funding arrangement pursuant to which specified percentages of capital received by the Company from various
sources will be deposited into the Trust until the deferred compensation obligations have been satisfied in full. Interest accrues on
the outstanding deferred compensation at the short-term annual applicable federal rate. In the event the deferred compensation has not
been fully paid by the date that is six months after the termination of the Departing Executives’ employment, the Funding Agreement
provides for the automatic increase of 80% of the overdue amounts and the issuance of additional shares of Common Stock under the Company’s
2022 Equity Incentive Plan to the Departing Executives as liquidated damages.
The
foregoing description of the Funding Agreement and the Rabbi Trust Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the Funding Agreement and the Rabbi Trust Agreement, copies of which are attached hereto as
Exhibits 10.7 and 10.8 and are incorporated herein by reference.
| Item
5.03 | Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The
disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
On
September 18, 2026, the Company filed a Certificate of Designation of Preferences and Rights of Series B Preferred Stock (the
“Certificate of Designation”) with the Secretary of State of the State of Delaware, thereby amending its Certificate of Incorporation
to establish a new series of the Company’s preferred stock designated as Series B Preferred Stock. The Certificate of Designation
authorizes 100,000 shares of Series B Preferred Stock, each having a stated value of $1,000 per share (the “Stated Value”).
Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Certificate of Designation.
The
Series B Preferred Stock ranks senior to the Company’s Common Stock and every other class or series of the Company’s preferred
stock, whether now existing or hereafter created, other than the Company’s Series A Preferred Stock (the “Series A Preferred
Stock”), and ranks junior to the Series A Preferred Stock with respect to dividends, distributions, and payments upon the liquidation,
dissolution, or winding up of the Company.
The
holders of Series B Preferred Stock are not entitled to participate in any dividends, distributions, or payments made to the holders
of Common Stock unless and until the shares of Series B Preferred Stock are converted into shares of Common Stock in accordance with
the terms of the Certificate of Designation.
The
Series B Preferred Stock is not redeemable by the Company. In addition, the Series B Preferred Stock is not redeemable at the option
of any holder, and no holder has any right, under any circumstance or upon the occurrence of any event, to require, demand, or compel
the Company to redeem, repurchase, or otherwise acquire any shares of Series B Preferred Stock or to require the Company to transfer
cash or other assets in respect of the Series B Preferred Stock.
Subject
to the receipt of Stockholder Approval described below, each holder of Series B Preferred Stock has the right, at any time and from time
to time, to convert all or any portion of its shares of Series B Preferred Stock into shares of Common Stock at a conversion rate (the
“Conversion Rate”) equal to the number of shares of Common Stock determined by dividing the Stated Value by the conversion
price of $0.2359 per share of Common Stock (the “Conversion Price”). To convert, a holder must deliver to the Company a written
notice of conversion specifying the number of shares to be converted. Following receipt of Stockholder Approval, the Company must issue
and deliver the applicable shares of Common Stock as promptly as practicable and, in any event, within three (3) Trading Days. The Company
is required at all times to reserve and keep available out of its authorized but unissued Common Stock a sufficient number of shares
to effect the conversion of all outstanding shares of Series B Preferred Stock. No fractional shares of Common Stock will be issued upon
conversion. In lieu of any fractional share, the Company will, at its election, either pay a cash adjustment equal to the fraction multiplied
by the Conversion Price or round up to the next whole share.
The
right to exercise the conversion rights of the Series B Preferred Stock is conditioned upon the Company’s receipt of Stockholder
Approval. Until Stockholder Approval has been obtained, the holders of the Series B Preferred Stock are not entitled to convert any shares
of Series B Preferred Stock into shares of Common Stock. “Stockholder Approval” as used in the Certificate of Designation
means all approvals as may be required by the applicable rules of The Nasdaq Stock Market (or other exchange or trading system on which
the Common Stock is then listed) or under applicable law from the Company’s stockholders with respect to the transactions to which
the obligation to issue the Series B Preferred Stock relates, the issuance of the Series B Preferred Stock, and the right of the holders
to convert the Series B Preferred Stock into Common Stock. No shares of Series B Preferred Stock are convertible into Common Stock, and
no holder has the right to convert shares of Series B Preferred Stock into shares of Common Stock, unless and until Stockholder Approval
has been obtained. Any attempted conversion prior to Stockholder Approval is null and void ab initio.
The
right to exercise the voting rights of the Series B Preferred Stock is conditioned upon the Company’s receipt of Stockholder Approval.
Until Stockholder Approval has been obtained, the holders of the Series B Preferred Stock are not entitled to vote on any matter submitted
to the holders of Common Stock, except as otherwise required by the Delaware General Corporation Law, other applicable law, or the Certificate
of Designation. Immediately after receipt of Stockholder Approval, the Series B Preferred Stock has voting rights with respect to any
amendment or repeal of the Certificate of Designation. In that event, each holder is entitled to one vote per share held of record, voting
separately as a single class, whether by written consent or at a meeting. Any amendment or repeal effected without the required vote
or consent is null and void ab initio.
In
addition, no amendment to the Certificate of Designation may provide the holders of Series B Preferred Stock with rights or preferences
as to dividends, distributions, and payments upon liquidation, dissolution, or winding up that are senior to, or on parity with, those
of the Series A Preferred Stock.
The
foregoing description of the Series B Preferred Stock and the Certificate of Designation does not purport to be complete and is qualified
in its entirety by reference to the full text of the Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
| Item
7.01 | Regulation
FD Disclosure. |
On
September 15, 2026, the Company issued a press release announcing the leadership transition in connection with the acquisition contemplated
by the APA, including the dismissal of Gary Atkinson as Chief Executive Officer and Mr. Atkinson’s resignation from the Board of
Directors. A copy of this press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Also
on September 15, 2026, the Company issued a press release announcing the Closing of the acquisition described in Item 1.01. A copy of
this press release is filed as Exhibit 99.2 hereto and is incorporated herein by reference.
The
information furnished pursuant to Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, and shall not be deemed to be incorporated by reference into any filing made by the Company under the Exchange
Act or Securities Act, regardless of any general incorporation language in any such filing, except as shall be expressly set forth by
specific reference in such filing.
Forward
Looking Statements
This
Current Report on Form 8-K and other reports filed by Algorhythm Holdings, Inc. (the “Company”) from time to time with the
Securities and Exchange Commission (collectively, the “Filings”) contain or may contain forward-looking statements and information
that is based upon beliefs of, and information currently available to, the Company’s management, as well as estimates and assumptions
made by the Company’s management. When used in the Filings, the words “anticipate,” “believe,” “estimate,”
“expect,” “future,” “intend,” “plan” or the negative of these terms and similar expressions
as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current
view of the Company with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to
the Company’s industry and the Company’s operations and results of operations. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed,
estimated, expected, intended or planned.
Risks
and uncertainties related to the transactions described herein include, among others: the risk that the Company may not realize the anticipated
benefits of the acquisition; the risk that the integration of the acquired business may be more difficult, time-consuming, or costly
than expected; the risk that the Company may not be able to obtain the stockholder approval required for conversion of the Series B Preferred
Stock; uncertainties as to the financial performance of the acquired business; potential adverse reactions or changes to business or
employee relationships resulting from the announcement or completion of the transaction; the inability to retain key personnel; the Company’s
ability to fund its deferred compensation obligations; and any changes in general economic and/or industry specific conditions. Consequently,
all of the forward-looking statements made by the Company in this and in other documents or statements are qualified by factors, risks
and uncertainties, including, but not limited to, those set forth under the headings titled “Cautionary Statement Regarding Forward-Looking
Statements” and “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2025, and other reports filed by the Company with the SEC, which are available at the SEC’s website http://www.sec.gov.
You
should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this Current Report on
Form 8-K. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after
the date of this Current Report on Form 8-K to conform our statements to actual results or changed expectations, or the results of any
revision to these forward-looking statements.
| Item
9.01 | Financial
Statements and Exhibits. |
(a)
Financial Statements of Business Acquired.
The
financial statements of Azure Energy, LLC required by this Item are not included in this Current Report and will be filed by amendment
no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed with the SEC.
(b)
Pro Forma Financial Information.
The
unaudited pro forma condensed consolidated financial information of the Company in connection with the acquisition will be filed by amendment
no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed with the SEC.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate
of Designation of Preferences and Rights of Series B Preferred Stock filed with the Secretary of State of the State of Delaware on
September 18, 2026 |
| 10.1* |
|
Asset Purchase Agreement by and among Algorhythm Holdings, Inc., Azure Energy, LLC, Azure Energy, S.R.L. (solely for Sections 2.09 and 3.02(c)), Azure Holdings, LLC, and parties set forth on the signature page hereto, dated September 15, 2026 |
| 10.2** |
|
Option Agreement by and among Algorhythm Holdings, Inc., Azure Energy, LLC, Tangen Family Trust, and 1979, FLP, dated September 15, 2026 |
| 10.3* |
|
Form of Employment Agreement entered into with Andrew Thompson and Ryan J. Smith |
| 10.4* |
|
Employment Agreement entered into with Leticia Raele |
| 10.5 |
|
Form of Separation Agreement entered into with Gary Atkinson and Alex Andre |
| 10.6* |
|
Form of Consulting Agreement entered into with Gary Atkinson and Alex Andre |
| 10.7** |
|
Funding Agreement, dated September 15, 2026, among Algorhythm Holdings, Inc., Gary Atkinson, and Alex Andre |
| 10.8 |
|
Trust Agreement, dated September 11, 2026, between Algorhythm Holdings, Inc. and The Bryn Mawr Trust Company of Delaware |
| 10.9 |
|
Exchange
Agreement, dated September 15, 2026, between Algorhythm Holdings, Inc. and Streeterville Capital, LLC |
| 10.10 |
|
Secured
Pre-Paid Purchase #5, dated September 15, 2026, between Algorhythm Holdings, Inc. and Streeterville Capital, LLC |
| 99.1 |
|
Press Release, dated September 15, 2026 |
| 99.2 |
|
Press Release, dated September 15, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
*
Certain schedules and exhibits have been omitted pursuant to Items 601(a)(5) and 601(b)(2) of Regulation S-K. The Company will furnish
supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
**
In accordance with Item 601(b)(10) of Regulation S-K, certain provisions or terms of the agreement have been redacted. The Company will
provide an unredacted copy on a supplemental basis to the SEC or its staff 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:
September 21, 2026 |
ALGORHYTHM
HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/
Andrew Thompson |
| |
Name: |
Andrew
Thompson |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Algorhythm
Announces CEO Transition in Connection with Transformational Acquisition and Strategic Refocus
Leadership
Transition Expected to Include New Members of Leadership Team and Board of Directors as Company in Connection With Strategic Repositioning
Fort
Lauderdale, FL, Sept. 15, 2026 (GLOBE NEWSWIRE) -- Algorhythm Holdings, Inc. (the “Company”) (NASDAQ: RIME) –
a leading AI technology company, today announced a planned leadership transition in connection with the Company’s previously announced
evaluation of strategic alternatives and a corporate repositioning.
As
part of the transition, the Company dismissed Gary Atkinson as Chief Executive Officer of the Company following approximately 20 years
of service to the Company. Mr. Atkinson also resigned from the Company’s Board of Directors.
The
leadership transition occurred in connection with the completion of a corporate transaction that resulted in the appointment of a new
Chief Executive Officer, additional members of the Board of Directors and a significant change in the Company’s operating focus.
“I
want to take this opportunity to thank the many employees, business partners, customers and shareholders who have supported the Company
throughout my time here,” said Gary Atkinson. “I am proud of what our team has accomplished together and believe we have
positioned Algorhythm for an exciting new chapter.”
“This
transition was part of a deliberate process by the Company to position itself for its next phase of growth,” continued Atkinson.
“I am excited about the opportunities being pursued by the Company and believe the new leadership team brings a compelling vision
for its future. As a continuing shareholder, I look forward to watching that strategy take shape in the coming weeks and months.”
The
Company’s Board of Directors has been evaluating strategic alternatives designed to strengthen the Company’s financial and
operating profile and enhance long-term shareholder value. As part of that process, the Company was evaluating an proposed acquisition
involving a high-growth, revenue-generating, EBITDA-positive business operating in the energy space.
The
Company will provide additional information in the near future regarding the transaction, new leadership team and future strategic direction
of the Company.
About
Algorhythm Holdings
Algorhythm
Holdings, Inc. is a leading AI technology company that owns and operates SemiCab. Since 2020, SemiCab has enabled major retailers, brands
and transportation providers to address common supply-chain problems globally. Its AI-enabled, cloud-based Collaborative Transportation
Platform achieves the scalability required to predict and optimize millions of loads and hundreds of thousands of trucks. SemiCab uses
real-time data from API-based load tendering and pre-built integrations with TMS and ELD partners to orchestrate collaboration across
manufacturers, retailers, distributors, and their carriers. SemiCab uses AI/ML predictions and advanced predictive optimization models
to enable fully loaded round trips. With SemiCab’s AI platform, shippers pay less and carriers make more without having to change
a thing. For additional information, please go to: http://www.semicab.com.
Investor
Relations Contact
Brendan Hopkins
407-645-5295
investors@algoholdings.com
www.algoholdings.com
Media
Contact
FischTank
PR
Algorhythm@fischtankpr.com
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statement that
is not historical in nature is a forward-looking statement and may be identified by the use of words and phrases such as “expects,”
“anticipates,” “believes,” “will,” “will likely result,” “will continue,”
“plans to,” “potential,” “promising,” and similar expressions. These statements are based on management’s
current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results
to differ materially from those described in the forward-looking statements, including the risk factors described from time to time in
Algorhythm’s reports to the SEC, including, without limitation Algorhythm’s Annual Report on Form 10-K for the year ended
December 31, 2025. You should not place undue reliance on any forward-looking statement, each of which applies only as of
the date of this press release. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking
statements after the date of this press release to conform our statements to actual results or changed expectations, or as a result of
new information, future events or otherwise.
Exhibit
99.2
Algorhythm
Completes Transformational $23 Million Acquisition of Leading Renewable Power Plant Developer Serving Fortune 500, AI Data Center and
Advanced Manufacturing Clients
| |
● |
Acquired Company Has Over $10 Million in Current Contractual
Backlog. |
| |
|
|
| |
● |
Azure is Generating Positive EBITDA in 2026, and This is
Expected to Scale Significantly Over the Next 12 Months. |
| |
|
|
| |
● |
Azure Holds Project Equity Interests in Multiple Power Plants
Under Construction with Management-Estimated Net Present Value Exceeding $220 Million. |
| |
|
|
| |
● |
Experienced Team Has Participated in the Design and Construction
of 72 Power Generation Facilities Representing 17.5 GW of Generating Capacity. |
| |
|
|
| ● | |
Fort
Lauderdale, FL, Sept. 15, 2026 (GLOBE NEWSWIRE) — Algorhythm Holdings, Inc. (the “Company”) (NASDAQ: RIME)
– a leading business holding company, today announced that it has completed the acquisition of Azure Energy, LLC (“Azure”),
a renewable power plant developer based in Charlotte, NC.
The
transaction was structured as an asset purchase with total consideration of approximately $23 million, consisting of shares of the Company’s
common stock and shares of a new class of preferred stock that will obtain voting rights and become convertible into shares of common
stock after shareholder approval for the transaction is obtained.
The
acquisition represents a transformational strategic transaction for the Company, establishing the Company in the rapidly expanding U.S.
power infrastructure market as artificial intelligence, hyperscale computing and advanced manufacturing drive substantial new demand
for reliable power generation.
Azure
Energy – Experienced Team, Scaling Contract Revenue & EBITDA, Significant Project Level Equity Stakes
Azure
is a leading developer of renewable biomass power generation infrastructure. It was founded in 2025 by Andrew Thompson and Kevin Tangen.
Its team consists of some of the most experienced biomass power plant experts in the US today. Collectively, the team has designed and
built 72 facilities generating 17.5GW of renewable power to date. Azure Energy has already secured equity participation valued at over
$220 million in net present value through multiple power plants under construction in the US today. Azure Energy has significant fee-income
consulting revenues that will be receivable under multi-year contracts, and is generating scaling, positive EBITDA.
Azure’s
current engagements include Fortune 500 companies converting or redeveloping legacy fossil-fuel power facilities with renewable solutions,
new AI data center facilities in Tennessee and Louisiana, and advanced manufacturing facilities. Its growing pipeline includes potential
data center projects in Oregon, Wyoming and across the southeastern United States, additional Fortune 500 prospects, and government-supported
renewable energy projects.
Positioned
at the Intersection of Sustainable Power Infrastructure and AI Data Center Growth
The
rapid expansion of artificial intelligence and hyperscale computing is creating unprecedented demand for new power infrastructure, and
Azure is uniquely positioned to capitalize on this window of opportunity. McKinsey estimates that nearly $7 trillion of cumulative global
data center investment will be required by 2030, including approximately $1.3 trillion supporting the power generation and transmission,
cooling and electrical infrastructure required for AI data centers.
At
the same time, the substantial electricity and water requirements of large-scale data centers are generating increased scrutiny from
communities and governments concerned about grid capacity, utility rates, water resources and environmental impact. These concerns are
increasingly affecting where and how new data centers can be developed.
Azure’s
pyrolysis-to-power (“P2P”) technology is designed to address these challenges. Its power plants utilize renewable biomass
and waste streams to produce reliable, dispatchable power capable of operating independently from traditional electric grid capacity.
This behind-the-meter approach can provide data center developers with dedicated power generation while reducing dependence on constrained
local utility infrastructure.
Azure’s
P2P technology is also designed around sustainability, providing a carbon-neutral power generation pathway while generating millions
of gallons of fresh, potable water per day as a byproduct of the power generation process. The Company believes this combination of dedicated
power, renewable biomass utilization and internally generated water can substantially reduce the demands a data center places on local
power and water resources.
New
Members of Executive Team
As
part of the transaction, Andrew Thompson, co-founder and Managing Partner of Azure Energy, was appointed Chief Executive Officer and
Chairman of the Board of Algorhythm Holdings. Mr. Thompson is a serial entrepreneur with more than 20 years of finance, project finance
and energy project development experience. Kevin Tangen, co-founder of Azure Energy, also joined the Company and will drive the engineering
and technical teams within the Company. Mr. Tangen has over 40 years of deep technical expertise in the renewable power generation space
and is considered a leading expert on Azure’s pyrolysis to power technology
“We
are excited to complete this transaction and begin the next phase of building Azure as part of Algorhythm,” commented Andrew Thompson,
Managing Partner of Azure Energy. “Our team has spent many years developing and constructing complex power generation projects.
We are leaders in the design, construction and supervision of innovative biomass power plants. Our work to date speaks for itself; 72
power plants, 17.5GW delivered to a wide range of satisfied power consumers across the US.”
“Power
availability is rapidly becoming one of the defining infrastructure challenges of the AI era,” continued Thompson. “Azure
has been built around addressing that challenge with scalable, dispatchable and sustainable power solutions designed to meet the unique
requirements of large-scale data centers and other power-intensive customers.”
“Today,
as part of Algorythm, we can significantly scale our business, selectively expanding our role in projects where a stronger balance sheet
has been the only limiting factor to increasing our revenue opportunity 10x or more. Algorhythm will enable us to take on more projects,
accelerate our revenue growth, attract more top-tier talent, and propel us forward, helping us unlock our true value potential. We look
forward to providing additional commercial milestone updates in the coming months as we execute on our business model in 2026 and beyond,”
concluded Mr. Thompson.
About
Algorhythm Holdings
Algorhythm
Holdings, Inc. is a leading holding company that owns and operates Azure Energy and SemiCab.
Azure
Energy is a leading developer of renewable biomass power generation infrastructure. Azure’s uses its pyrolysis-to-power (“P2P”)
technology to design power plants that utilize renewable biomass and waste streams to produce reliable, dispatchable power capable of
operating independently from traditional electric grid capacity. Azure’s P2P technology is also designed around sustainability,
providing a carbon-neutral power generation pathway while generating millions of gallons of fresh, potable water per day as a byproduct
of the power generation process. Azure has designed and built 72 facilities generating 17.5GW of renewable power to date. For additional
information, please go to: https://azure-energy.co/
SemiCab
is an AI technology company that has enabled major retailers, brands and transportation providers to address common supply-chain problems
globally. Its AI-enabled, cloud-based Collaborative Transportation Platform achieves the scalability required to predict and optimize
millions of loads and hundreds of thousands of trucks. For additional information, please go to: http://www.semicab.com.
Investor
Relations Contact
Brendan Hopkins
407-645-5295
investors@algoholdings.com
www.algoholdings.com
Media
Contact
FischTank PR
Algorhythm@fischtankpr.com
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statement that
is not historical in nature is a forward-looking statement and may be identified by the use of words and phrases such as “expects,”
“anticipates,” “believes,” “will,” “will likely result,” “will continue,”
“plans to,” “potential,” “promising,” and similar expressions. These statements are based on management’s
current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results
to differ materially from those described in the forward-looking statements, including the risk factors described from time to time in
Algorhythm’s reports to the SEC, including, without limitation Algorhythm’s Annual Report on Form 10-K for the year ended
December 31, 2025. You should not place undue reliance on any forward-looking statement, each of which applies only as of the date of
this press release. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements
after the date of this press release to conform our statements to actual results or changed expectations, or as a result of new information,
future events or otherwise.
