Algorhythm Holdings gets forbearance on $1,500,000

Algorhythm Holdings, Inc. entered into a forbearance arrangement after missing a scheduled debt payment.

(High)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Algorhythm Holdings, Inc. entered into a forbearance arrangement after missing a scheduled debt payment. The company had issued a Promissory Note for $1,750,000 to SemiCab Inc., with $1,500,000 (the Initial Payment) due on May 2, 2026 and $250,000 due on November 2, 2026.

On May 9, 2026, Algorhythm and the lender signed a Forbearance Agreement under which the lender irrevocably waived any default arising from the company’s failure to pay the $1,500,000 Initial Payment on May 2, 2026 and agreed to forbear from exercising remedies for that nonpayment through June 16, 2026.

Positive

None.

Negative

Missed $1,500,000 Initial Payment on Promissory Note – The company did not pay the $1,500,000 due May 2, 2026 under its Promissory Note, requiring a Forbearance Agreement and indicating strain around this scheduled debt obligation.

Insights

Missed $1,500,000 payment triggers short-term forbearance window.

Algorhythm Holdings issued a $1,750,000 Promissory Note tied to an equity purchase agreement, with a $1,500,000 Initial Payment due May 2, 2026. The filing shows that this payment was not made on time, which is a contractual default under the note.

The Forbearance Agreement dated May 9, 2026 states the lender irrevocably waives any default arising from that missed payment and will forbear from taking action regarding that nonpayment through June 16, 2026. This gives Algorhythm a defined grace period but does not change the underlying obligation.

From a capital structure perspective, the event highlights reliance on lender cooperation to manage near-term obligations. Future disclosures about how the $1,500,000 Initial Payment is ultimately resolved, and treatment of the remaining $250,000 due November 2, 2026, will clarify ongoing debt service capacity.

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 Promissory Note to SemiCab Inc.

Initial Payment due $1,500,000 Initial Payment due May 2, 2026 under Promissory Note

Final installment $250,000 Remaining principal due November 2, 2026

Forbearance period end June 16, 2026 End of lender forbearance for missed Initial Payment

Forbearance Agreement date May 9, 2026 Effective Date of Forbearance Agreement

Key Terms

Material Definitive Agreement, Promissory Note, Equity Purchase Agreement, Forbearance Agreement, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

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 (the “Equity Purchase Agreement”)"

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"

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.

Initial Payment financial

"the Initial Payment provides that $1,500,000 is due and payable"

FAQ

What material event did Algorhythm Holdings (RIME) disclose in this 8-K?

Algorhythm Holdings disclosed entering a Forbearance Agreement with SemiCab Inc. after missing a scheduled $1,500,000 Initial Payment under a $1,750,000 Promissory Note. The lender waived default from that missed payment and agreed to forbear through June 16, 2026.

How large is the Promissory Note mentioned by Algorhythm Holdings (RIME)?

The Promissory Note has a principal amount of $1,750,000 issued to SemiCab Inc. It requires a $1,500,000 Initial Payment on May 2, 2026 and a remaining $250,000 payment on November 2, 2026, reflecting the structured consideration under the equity purchase agreement.

What payment did Algorhythm Holdings (RIME) miss that led to the Forbearance Agreement?

Algorhythm Holdings failed to pay the $1,500,000 Initial Payment due May 2, 2026 under its Promissory Note. The Forbearance Agreement documents that this nonpayment would otherwise cause a default, which the lender agreed to waive and temporarily forbear from enforcing.

What does the Forbearance Agreement provide for Algorhythm Holdings (RIME)?

The Forbearance Agreement dated May 9, 2026 provides that SemiCab Inc. irrevocably waives any default from the missed $1,500,000 Initial Payment and will forbear from taking action related to that nonpayment for defaults occurring on or before June 16, 2026.

Who are the parties to the Forbearance Agreement with Algorhythm Holdings (RIME)?

The Forbearance Agreement is between Algorhythm Holdings, Inc. and SemiCab Inc. It relates to a $1,750,000 Promissory Note issued under an equity purchase agreement involving Algorhythm’s subsidiary, SemiCab Holdings, LLC, and provides short-term relief for a missed payment.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 05/11/2026 - 08:00 AM

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 14.4 KB

Algorhythm Holdings gets forbearance on $1,500,000