Algorhythm Holdings acquires $23M in Azure assets

The Series B preferred stock is convertible into common stock upon stockholder approval.

Rhea-AI Filing Summary

Algorhythm Holdings, Inc. (RIME), through its wholly owned subsidiary Azure Holdings, LLC, acquired substantially all of Azure Energy, LLC’s assets on September 15, 2026. The $23,000,000 purchase price consisted entirely of issuer securities: 4,076,312 common shares and 22,038 Series B preferred shares. Azure Energy, LLC, a 10% owner, is reported as holding 4,076,312 common shares and 22,036 Series B preferred shares following the transaction. Series B preferred stock is convertible into common stock upon stockholder approval.

Insider Trade Summary

Net Buyer: 4,098,350 shares

Net Buy 2 txns

Insider AZURE ENERGY, LLC

Role 10% Owner

Bought 4,098,350 shs

Type	Security	Shares	Price	Value
Purchase	Common Stock F1, F2	4,076,312	--	--
Purchase	Series B Preferred Stock F1, F2, F3	22,038	--	--

Holdings After Transaction: Common Stock — 4,076,312 shares (Direct); Series B Preferred Stock — 22,036 shares (Direct)

Footnotes (3)

1. F1. On September 15, 2026, Issuer, through its wholly owned subsidiary Azure Holdings, LLC, an NV limited liability company ("Buyer"), entered into an Asset Purchase Agreement (the "APA") with Azure Energy, LLC, a DE LLC ("Seller"), pursuant to which Buyer acquired from Seller substantially all of the assets (the "Purchased Assets") of Seller. The aggregate purchase price for the Purchased Assets consisted entirely of securities of Issuer equal in value to $23,000,000, comprised of: (a) 4,076,312 shares of common stock of Issuer, and (b) 22,038 shares of Series B Preferred Stock of Issuer.
2. F2. Not applicable. See footnote 1.
3. F3. The Series B preferred stock is convertible into shares of Issuer's common stock upon stockholder approval.

Key Figures

Aggregate purchase price: $23,000,000 Common shares received: 4,076,312 shares Series B preferred shares received: 22,038 shares +2 more

5 metrics

Aggregate purchase price $23,000,000 For substantially all of Azure Energy, LLC’s assets; consisted entirely of issuer securities

Common shares received 4,076,312 shares Asset purchase consideration on September 15, 2026

Series B preferred shares received 22,038 shares Asset purchase consideration on September 15, 2026

Common shares following transaction 4,076,312 shares Reported direct holdings after the transaction

Series B preferred shares following transaction 22,036 shares Reported direct holdings after the transaction

Key Terms

Asset Purchase Agreement, Purchased Assets, Series B Preferred Stock, stockholder approval

4 terms

Asset Purchase Agreement financial

"entered into an Asset Purchase Agreement"

An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.

Purchased Assets financial

"assets (the “Purchased Assets”) of Seller"

Series B Preferred Stock financial

"shares of Series B Preferred Stock of Issuer"

Series B preferred stock is a type of ownership share issued by a company that offers certain advantages over common stock, such as priority in receiving dividends or assets if the company is sold or liquidated. It is typically issued after an initial round of funding, making it a way for investors to support a company's growth while gaining some protections and benefits. This stock matters to investors because it often provides a more secure investment position with potential for future growth.

stockholder approval regulatory

"convertible into shares of Issuer’s common stock upon stockholder approval"

Stockholder approval is formal consent given by a company’s shareholders, usually through a vote at a meeting or by proxy, for major actions such as mergers, asset sales, changes to corporate structure, or amendments to governance rules. Investors pay attention because the vote can enable or block steps that materially change a company’s direction, ownership or value—like neighbors voting to allow a major renovation that would alter a building’s use and worth.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What securities did Azure Energy receive in the RIME asset sale?

Azure Energy, LLC received 4,076,312 common shares and 22,038 Series B preferred shares as the securities comprising the $23,000,000 purchase price for substantially all of its assets.

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

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Available on EDGAR 10/05/2026 - 09:12 PM Accepted by SEC EDGAR 10/05/2026 - 09:12 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

AZURE ENERGY, LLC

(Last) (First) (Middle)

2459 WILKINSON BOULEVARD

SUITE 120-C

(Street)

CHARLOTTE NORTH CAROLINA 28208

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Algorhythm Holdings, Inc. [ RIME ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/15/2026		P(1)		4,076,312	A	(2)	4,076,312	D
Series B Preferred Stock	09/15/2026		P(1)		22,038	A	(2)	22,036(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On September 15, 2026, Issuer, through its wholly owned subsidiary Azure Holdings, LLC, an NV limited liability company ("Buyer"), entered into an Asset Purchase Agreement (the "APA") with Azure Energy, LLC, a DE LLC ("Seller"), pursuant to which Buyer acquired from Seller substantially all of the assets (the "Purchased Assets") of Seller. The aggregate purchase price for the Purchased Assets consisted entirely of securities of Issuer equal in value to $23,000,000, comprised of: (a) 4,076,312 shares of common stock of Issuer, and (b) 22,038 shares of Series B Preferred Stock of Issuer.

2. Not applicable. See footnote 1.

3. The Series B preferred stock is convertible into shares of Issuer's common stock upon stockholder approval.

Remarks:

	/s/ Andrew L. Thompson, Managing Member	10/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)