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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): |
August
21, 2025 |
| ALGORHYTHM
HOLDINGS, INC. |
| (Exact
Name of Registrant as Specified in Charter) |
| Delaware |
|
001-41405 |
|
95-3795478 |
| (State
or Other Jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
| 6301
NW 5th Way, Suite 2900 |
|
|
| Fort
Lauderdale, FL |
|
33309 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
| Registrant’s
Telephone Number, Including Area Code: |
(954)
596-1000 |
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.01 per share |
|
RIME |
|
The
Nasdaq Stock Market LLC
(The
Nasdaq Capital Market) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Appointments
of Scott Thorn and Kapil Gupta to the Board of Directors
On
October 6, 2025, Scott Thorn and Kapil Gupta were appointed to serve as members of the Board of Directors (the “Board”) of
Algorhythm Holdings, Inc. (the “Company”). Messrs. Thorn and Gupta will serve as members of the Board until the next annual
meeting of the Company’s stockholders, and until their successors are elected and qualified or until their earlier death, resignation
or removal. In addition, the Board appointed Mr. Thorn to serve as a member of the audit committee and compensation committee, and appointed
Mr. Gupta to serve as a member of the audit committee and nominating and corporate governance committee.
Scott
Thorn, age 46, has served as the President and Chief Operating Officer of InvitedHome, a leading luxury hospitality and real estate services
company operating in premier U.S. ski destinations, since October 2024. Prior to that, he served as the Co-Founder and Chief Strategy
Officer of Open Book Extracts, a cGMP-certified manufacturer of premium federally legal hemp-derived cannabinoid ingredients and wellness
products, from February 2019 to October 2024. Earlier in his career, Scott served as a Managing Director of Douglas Wilson Companies,
a leading provider of specialized business, receivership, and real estate services.
The
Board concluded that Mr. Thorn is qualified to serve on the Board because of his substantial experience as a strategic thought leader
executing aggressive business and revenue growth strategies for early-stage, high-growth companies.
Kapil
Gupta, age 58, is a seasoned global technology and business leader with more than 25 years of experience driving innovation, operational
excellence, and large-scale digital transformation across the public and private sectors. He has served as the Service Line Leader for
Application Operations – Public Markets (US) at IBM, a global technology innovator, since April 2025. He has also served as a Project
Executive for California’s Medicaid Program since May 2017. Earlier in his career, Mr. Gupta held senior leadership roles at Cambridge
Solutions, a leading provider of software solutions for supply chain, purchasing, and performance management, and Talisma Corporation,
a leading provider of a digital customer engagement platform, and served as a Manager at KPMG LLP, a leading global provider of audit,
tax, and advisory services.
The
Board concluded that Mr. Gupta is qualified to serve on the Board because of his extensive experience as a global technology leader offering
deep technical expertise and strategic business acumen.
In
accordance with the Company’s compensation package for non-employee directors, Messrs. Thorn and Gupta are eligible to participate
in the Company’s standard compensation arrangements for non-employee directors which consists of cash and equity compensation for
service on the Board.
There
are no arrangements or understandings between Messrs. Thorn and Gupta and any other persons pursuant to which Messrs. Thorn and Gupta
were appointed directors of the Company, and there are no family relationships between Messrs. Thorn and Gupta and any director or executive
officer of the Company.
The
Company will enter into its standard form of indemnification agreement with Messrs. Thorn and Gupta, a copy of which is filed as Exhibit
10.1 to the Company’s Form 8-K filed on May 27, 2022. Other than the indemnification agreement, Messrs. Thorn and Gupta have no
direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated
under the Securities Exchange Act of 1934, as amended, nor are any such transactions currently proposed.
Resignation
of Mathieu Peloquin from the Board of Directors
On
October 6, 2025, Mathieu Peloquin, a member of the Board, notified the Company of his decision to resign from the Board effective that
same date. Mr. Peloquin’s resignation was not the result of any disagreements with the Company regarding any matters related to
its operations, policies, practices, or otherwise.
Departure
of Bernardo Melo as Chief Revenue Officer
On
August 21, 2025, Bernardo Melo was terminated as Chief Revenue Officer of the Company. Mr. Melo’s termination as Chief Revenue
Officer was not the result of any disagreements with the Company regarding any matters related to its operations, policies, practices,
or otherwise. Mr. Melo will continue to serve as a member of the Board.
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:
October 6, 2025 |
ALGORHYTHM
HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/
Alex Andre |
| |
Name: |
Alex
Andre |
| |
Title: |
Chief
Financial Officer and General Counsel |
