Algorhythm Holdings, Inc. Reports Material Agreement Termination

TL;DR

Algorhythm Holdings terminated a key deal and changed its bylaws - big shifts ahead.

AI Summary

Algorhythm Holdings, Inc. filed an 8-K on October 21, 2024, reporting events as of October 17, 2024. The filing indicates the termination of a material definitive agreement, material modifications to the rights of security holders, and amendments to its articles of incorporation or bylaws. The company, formerly known as Singing Machine Co Inc, is incorporated in Delaware and has its fiscal year end on December 31.

Why It Matters

This filing signals significant changes in Algorhythm Holdings' contractual obligations and potentially its corporate structure, which could impact its operations and shareholder rights.

Risk Assessment

Risk Level: medium — Termination of material agreements and modifications to security holder rights can indicate financial distress or strategic shifts that carry inherent risks.

Key Players & Entities

• Algorhythm Holdings, Inc. (company) — Registrant
• October 17, 2024 (date) — Date of earliest event reported
• October 21, 2024 (date) — Date of report
• Singing Machine Co Inc (company) — Former company name
• Delaware (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share MICS The Nasdaq Stock Mar
• $40,000 — ired to pay an early termination fee of $40,000. Item 3.03 Material Modification to R

Filing Documents

• form8-k.htm (8-K) — 42KB
• ex3-1.htm (EX-3.1) — 5KB
• 0001493152-24-041797.txt ( ) — 223KB
• mics-20241017.xsd (EX-101.SCH) — 3KB
• mics-20241017_lab.xml (EX-101.LAB) — 33KB
• mics-20241017_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED 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): October 17, 2024 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 5 th Way , Suite 2900 Fort Lauderdale , FL 33309 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (954) 596-1000 (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 MICS 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 1.02 Termination of a Material Definitive Agreement. On October 17, 2024 (the "Termination Date"), Algorhythm Holdings, Inc. (the "Company") terminated the Loan Agreement (the "Loan Agreement") with Oxford Commercial Finance and the related Revolving Credit Note (the "Note"), dated March 28, 2024. As of the Termination Date, the Company had no loan balance outstanding. As part of the termination of the Loan Agreement and Note, the Company is required to pay an early termination fee of $40,000. Item 3.03 Material Modification to Rights of Security Holders. On October 18, 2024, the Company amended its Amended By-laws (the "By-law Amendment"), for the purpose of reducing the quorum required to hold meetings of the stockholders of the Company (the "Quorum Requirement"). The By-law Amendment reduced the Quorum Requirement from a majority to thirty-three and one-third percent (33 1/3%) of the voting power of the shares of stock issued and outstanding and entitled to vote at the meeting. The By-law Amendment was approved by the Board of Directors of the Company on October 18, 2024. The foregoing description of the By-law Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the By-law Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change is Fiscal Year. The disclosure provided under Item 3.03 above is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits Exhibit No. Description 3.1 Amendment No. 1 to Amended By-laws, effective October 18, 2024 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: October 21, 2024 Algorhythm Holdings, Inc. By: /s/ Gary Atkinson Name: Gary Atkinson Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR