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Algorhythm Holdings Inc 8-K Filings

RIME NASDAQ

Every 8-K that Algorhythm Holdings Inc (RIME) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow RIME and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full RIME filings page.

Rhea-AI Summary

Algorhythm Holdings, Inc. entered into a Settlement Agreement with Continuation Capital, Inc. covering liabilities with a principal Claim Amount of $1,928,014. Algorhythm agreed to issue Continuation Capital up to 5,000,000 shares of common stock in tranches until Continuation Capital has generated aggregate proceeds equal to 120% of the Claim Amount. A Florida state court approved the Settlement Agreement after a fairness hearing pursuant to Section 3(a)(10) of the Securities Act. The stock issuances are structured as private placements exempt from registration under that section, completed without underwriting discounts, commissions, advertising or general solicitation, and Continuation Capital’s holdings are capped at 19.99% of Algorhythm’s outstanding common stock.

The company also entered into amended and restated employment agreements with CEO Gary Atkinson and CFO and General Counsel Alex Andre. These contracts harmonize their Change of Control treatment by granting, each time such an event occurs, a lump-sum bonus equal to the executive’s Base Salary and Annual Bonus for that year, and include provisions intended to help ensure compliance with Internal Revenue Code Sections 280G, 4999 and 409A.

Rhea-AI Summary

Algorhythm Holdings, Inc. restructured part of its financing with Streeterville Capital by exchanging a $3,500,000 partitioned portion of its Secured Pre-Paid Purchase #4 for 3,500 shares of newly created Series A Preferred Stock. This reduced the outstanding balance of Secured Pre-Paid Purchase #4 to $7,202,371.69.

The company filed a Certificate of Designation creating 15,000 Series A Preferred shares with a stated value of $1,150 each, accruing a 9% annual preferred return, compounding daily and payable quarterly in cash or additional preferred shares. The Series A Preferred ranks senior to common stock for dividends and liquidation and includes covenants restricting certain issuances, corporate actions and asset transactions, modifying the rights of existing common stockholders.

Rhea-AI Summary

Algorhythm Holdings, Inc. entered into a second forbearance agreement with SemiCab, Inc. covering a $1,750,000 promissory note issued under an equity purchase agreement. The note required an Initial Payment of $1,500,000 on May 2, 2026, which the company did not pay on that date.

The new forbearance agreement dated June 16, 2026 confirms the Seller’s irrevocable waiver of any default or event of default arising from the missed Initial Payment and extends the period during which the Seller will forbear from taking action related to that nonpayment through July 16, 2026. The remaining $250,000 of principal is scheduled to be paid on November 2, 2026.

Rhea-AI Summary

Algorhythm Holdings, Inc. has been notified by Nasdaq that its common stock no longer meets the $1.00 per share minimum bid price required for continued listing on The Nasdaq Capital Market, based on the 30 consecutive business days from May 4, 2026 to June 15, 2026.

The company has 180 calendar days, until December 14, 2026, to regain compliance. If the closing bid price is at least $1.00 for at least ten consecutive business days during this period, Nasdaq will confirm compliance. Algorhythm may qualify for an additional 180-day period if it meets other listing standards and may use tools such as a reverse stock split to attempt to restore compliance. The notice does not immediately affect trading, and the stock will continue to trade under the symbol RIME while the company evaluates options.

Rhea-AI Summary

Algorhythm Holdings, Inc. reports that it has regained compliance with Nasdaq’s minimum stockholders’ equity requirement for continued listing. Nasdaq Listing Rule 5550(b)(1) requires stockholders’ equity of at least $2,500,000, and the company reported stockholders’ equity of $3,168,000 in its Form 10-Q for the quarter ended March 31, 2026.

The company states that equity improved by cutting operating expenses, increasing net sales in its SemiCab business, and selling common stock to Streeterville Capital, LLC under an August 21, 2025 securities purchase agreement that repaid various pre-paid purchases. Nasdaq previously granted extra time to regain compliance and will continue monitoring; failure to remain compliant in future periodic reports could still lead to delisting.

Rhea-AI 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.

Rhea-AI Summary

Algorhythm Holdings, Inc. failed to make a $1,500,000 payment due under a $1,750,000 promissory note, triggering an event of default. The note was issued to SemiCab Inc. under an equity purchase agreement and required a $1,500,000 payment on May 2, 2026 and a $250,000 payment on November 2, 2026.

Because the initial payment was missed, the interest rate on that $1,500,000 increased from six percent per annum to a default rate of eight percent per annum. During the default, SemiCab may, by written notice, declare all outstanding amounts immediately due, although it has not exercised any remedies as of the report date.

Rhea-AI Summary

Algorhythm Holdings, Inc. furnished an updated corporate investor presentation as Exhibit 99.1. The company plans to use this presentation in meetings with investors and to post it on its website.

The presentation and related disclosure are provided under Regulation FD and are expressly stated as “furnished” and not “filed”, meaning they are not subject to certain liability provisions and are not automatically incorporated into other Securities Act or Exchange Act filings. The materials include forward-looking statements and remind readers that actual results may differ due to risks described in the company’s SEC reports.

Rhea-AI Summary

Algorhythm Holdings, Inc. updated Chief Executive Officer Gary Atkinson’s employment agreement and granted him new stock options. The revised contract runs for three years with automatic one-year renewals unless either side gives 90 days’ notice.

Mr. Atkinson will receive a $360,000 annual base salary, eligibility for an annual bonus of up to 50% of base salary, participation in the 2022 Equity Incentive Plan, and a change-of-control bonus equal to his base salary and annual bonus for that year. He was granted an option to buy 740,597 shares of common stock at $1.84 per share, vesting in equal quarterly installments over four years starting February 23, 2026. If he is terminated without cause, for good reason, or not renewed, he is entitled to lump-sum severance based on a multiple of salary and maximum bonus and accelerated vesting of his equity awards, subject to signing a release.

Rhea-AI Summary

Algorhythm Holdings, Inc. entered into a new secured pre-paid equity financing with Streeterville Capital, labeled Secured Pre-Paid Purchase #4. This fourth pre-paid purchase has a principal amount of $10,355,000, carries 9% annual interest and a three-year maturity.

The company received $9,500,000 in proceeds, of which $3,500,000 was placed into a controlled deposit account that secures the obligation, subject to a minimum balance formula tied to the outstanding principal. A wholly owned subsidiary, RIME Holdings, LLC, provided a guaranty. Univest Securities, LLC earns cash fees equal to 8% of the funds released to the company outside the secured account.

Rhea-AI Summary

Algorhythm Holdings, Inc. reported that it has 5,758,102 shares of common stock, par value $0.01 per share, issued and outstanding as of January 21, 2026. This update gives investors an official share count, which is an important baseline figure for understanding the company’s market value and ownership structure.

Rhea-AI Summary

Algorhythm Holdings, Inc. (RIME) reported results of its 2025 annual stockholder meeting. Stockholders representing 1,194,491 shares, or 45.2% of the common stock outstanding and eligible to vote, were present in person or by proxy, constituting a quorum.

All seven director nominees were elected. Stockholders approved authorizing the board to implement a reverse stock split at a ratio between 1-for-2 and 1-for-10 within one year of November 20, 2025, and approved reincorporation of the company from Delaware to Nevada by conversion.

They also approved increasing the shares authorized under the 2022 Equity Incentive Plan to 5,000,000, and approved the potential issuance of common stock to Streeterville Capital, LLC in pre-paid financing transactions that may collectively equal or exceed 20% of the company’s issued and outstanding common stock. In addition, stockholders ratified M&K CPAs as auditor for the fiscal year ending December 31, 2025 and approved the ability to adjourn the meeting to solicit additional proxies on key proposals.

Rhea-AI Summary

Algorhythm Holdings, Inc. (RIME) filed a current report announcing that it released a press release with its financial results for the third quarter ended September 30, 2025, furnished as Exhibit 99.1. The company also reported that, effective November 14, 2025, board member Jay B. Foreman resigned from the Board of Directors and from the audit, compensation, nominating and corporate governance, and executive committees. The company stated that his resignation was not due to any disagreement with the company on its operations, policies, or practices.

Rhea-AI Summary

Algorhythm Holdings, Inc. changed its independent auditor. On October 6, 2025, the company dismissed Berkowitz Pollack Brant, Advisors + CPAs as its independent registered public accounting firm. Berkowitz had not issued any audit report on Algorhythm’s financial statements.

The company states there were no disagreements with Berkowitz on accounting principles, financial statement disclosure, or audit scope, and no reportable events other than previously disclosed material weaknesses in internal control over financial reporting. On the same date, Algorhythm engaged M&K CPAs PLLC as its new independent registered public accounting firm for the fiscal year ending December 31, 2025.

Rhea-AI Summary

Algorhythm Holdings, Inc. reported several leadership changes. On October 6, 2025, Scott Thorn and Kapil Gupta were appointed to the Board of Directors and assigned to key committees, including the audit committee for both, with Thorn also joining the compensation committee and Gupta the nominating and corporate governance committee. The Board cited their strategic, growth, and technology leadership experience as reasons for their selection.

On the same date, director Mathieu Peloquin resigned from the Board, with the company stating his departure was not due to any disagreement over operations, policies, or practices. Separately, on August 21, 2025, Chief Revenue Officer Bernardo Melo was terminated from that officer role, also not due to any such disagreements, and he will continue to serve as a member of the Board.

Rhea-AI Summary

Algorhythm Holdings, Inc. filed an amended current report to add detailed financial information for its recently acquired Indian subsidiary, SMCB Solutions Private Limited. Through its subsidiary SemiCab Holdings, LLC, the company completed an Equity Purchase Agreement on May 2, 2025, buying 9,999 equity shares of SMCB with Rs. 10 par value, representing 99.99% of SMCB’s outstanding equity. The amendment supplies audited balance sheets and audited statements of operations, shareholders’ equity and cash flows for SMCB for the years ended March 31, 2025 and 2024, along with unaudited pro forma combined financial statements showing how SMCB would affect Algorhythm’s results. These exhibits give investors a clearer picture of the acquired business and how it fits into Algorhythm’s consolidated financials.

Rhea-AI Summary

Algorhythm Holdings, Inc. entered into a sizable, secured equity-linked financing with Streeterville Capital, LLC. The company can raise up to $20,000,000 through one or more pre-paid purchases of common stock and issued 95,694 commitment shares as consideration. An initial pre-paid purchase of $4,390,000 was funded, carrying a $360,000 original issue discount, $30,000 of expenses, and interest of 9% per year with a three-year maturity. Proceeds, after paying fees to Univest Securities as placement agent, are earmarked for working capital and other corporate purposes.

The facility includes a two-year period during which Algorhythm may request additional pre-paid purchases of at least $250,000, so long as total outstanding balances do not exceed $3,000,000. Streeterville may then acquire shares at 90% of the lowest 10-day volume-weighted average price, subject to a floor price and a 9.99% beneficial ownership cap and Nasdaq Listing Rule 5635(d) stockholder-approval limits. The obligations are secured by all company assets and guaranteed by operating subsidiaries, with a 110% prepayment premium and higher rates and balance step-up upon default. Separately, director Joseph Kling resigned from the board and its committees, with no stated disagreement with the company.