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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
9, 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 “Effective Date”), 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 Effective Date with respect to the Company’s failure to make
such payment that occur at any time on or prior to June 16, 2026.
The
foregoing description of the 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, respectively, and incorporated by reference herein.
Item
9.01 Financial Statement and Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Forbearance Agreement, dated May 9, 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:
May 11, 2026 |
ALGORHYTHM
HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/
Alex Andre |
| |
Name: |
Alex
Andre |
| |
Title: |
Chief
Financial Officer and General Counsel |
