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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
1, 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
1.01 Entry Into a Material Definitive Agreement.
On
August 1, 2025, Algorhythm Holdings, Inc. (the “Company”) entered into an asset purchase agreement (the “Agreement”)
with The Singing Machine Company, Inc. and Stingray Music USA, Inc. (“Stingray USA”), a related party, pursuant to which
Stingray USA purchased substantially all of the assets, and assumed most of the liabilities, associated with the Company’s Singing
Machine business (the “Business”) for $500,000. Stingray USA is a subsidiary of Stingray Group, Inc. (the “Stingray
Group”). Mathieu Peloquin, one of the Company’s directors, is an officer of Stingray Group. Stingray Group is an entity with
which the Company did business through a music subscription sharing agreement.
The
Business comprises the Company’s home karaoke consumer products business. The Agreement provided for the sale of substantially
all of the assets, contracts, and intellectual property related to the Business. The transaction closed on August 1, 2025.
The
Agreement contains customary representations, warranties, covenants, and indemnification provisions. In connection with the transaction,
the Company also entered into a transitional services agreement with Stingray USA to provide certain limited services following the closing.
The transaction was approved by the Company’s board of directors, including its disinterested directors.
A
copy of the Agreement is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. All references
to the Agreement in this Current Report on Form 8-K are qualified in their entirety by the text of such exhibit.
Item
2.01 Completion of Acquisition or Disposition of Assets.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item
7.01 Regulation FD Disclosure
On
August 4, 2025, the Company issued a press release announcing the sale of the Business. A copy of the press release is included herewith
as Exhibit 99.1.
The
information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to liability under such section, and shall not be deemed to
be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Item
9.01 Financial Statement and Exhibits.
(b)
Pro Forma Financial Information
The
pro forma financial information required under this item will be filed by amendment to this Current Report on Form 8-K no later than
71 calendar days after the date on which this Current Report on Form 8-K was required to be filed pursuant to Item 2.01.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Asset Purchase Agreement, dated August 1, 2025, by and among Algorhythm Holdings, Inc., The Singing Machine Company, Inc. and Stingray Music USA, Inc.* |
| 99.1 |
|
Press Release issued August 4, 2025 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
*
The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule
and/or exhibit will be furnished to the SEC 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:
August 7, 2025 |
ALGORHYTHM
HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/
Alex Andre |
| |
Name: |
Alex
Andre |
| |
Title: |
Chief
Financial Officer and General Counsel |
