Algorhythm Holdings, Inc. Files 8-K with Material Agreements

TL;DR

Algorhythm Holdings (ALGO) filed an 8-K detailing material agreements and equity sales. Watch for financial updates.

AI Summary

On October 22, 2024, Algorhythm Holdings, Inc. entered into a material definitive agreement, likely related to a financial obligation. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. This filing follows a name change from SINGING MACHINE CO INC in 1994.

Why It Matters

This 8-K filing indicates significant corporate activity, including new financial obligations and equity transactions, which could impact the company's financial structure and future performance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial risks and potential dilution.

Key Players & Entities

• Algorhythm Holdings, Inc. (company) — Registrant
• SINGING MACHINE CO INC (company) — Former Company Name
• October 22, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share RIME The Nasdaq Stock Mar
• $2,000,000 — 's subscription amount divided by (iii) $2,000,000 (the "Shares") (the transactions contem
• $2.0 m — ceeds to the Company were approximately $2.0 million, before deducting placement agent
• $2,352,941 — es in the aggregate principal amount of $2,352,941. Immediately prior to the Company's ent
• $100,000 — s for the payment of money in excess of $100,000, which is not discharged or stayed pend

Filing Documents

• form8-k.htm (8-K) — 52KB
• ex10-1.htm (EX-10.1) — 261KB
• ex10-2.htm (EX-10.2) — 133KB
• ex10-3.htm (EX-10.3) — 131KB
• 0001493152-24-042405.txt ( ) — 861KB
• mics-20241022.xsd (EX-101.SCH) — 3KB
• mics-20241022_lab.xml (EX-101.LAB) — 33KB
• mics-20241022_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 22, 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 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. Securities Purchase Agreement On October 22, 2024, Algorhythm Holdings, Inc., a Delaware corporation (the "Company") entered into a Securities Purchase Agreement (the "SPA"), pursuant to which the Company agreed to issue and sell to each purchaser (i) an Original Issue Discount Senior Secured Note with a principal amount equal to such purchaser's subscription amount divided by 0.85 (each a "Note" and collectively, the "Notes"), and (ii) a number of shares of common stock of the Company, par value $0.01 equal to (i) 2,300,000 multiplied by (ii) such purchaser's subscription amount divided by (iii) $2,000,000 (the "Shares") (the transactions contemplated under the SPA, the "Offering"). The aggregate gross proceeds to the Company were approximately $2.0 million, before deducting placement agent fees and expenses. The Company intends to use the net proceeds from the Offering for working capital and other general corporate purposes. The Company agreed to certain registration rights with respect to the Shares, as described in the SPA. The Company also granted the purchasers a right to participate up to an amount of 20% in any issuance by the Company of common stock or common stock equivalents for cash, subject to certain exceptions, during the 90 days after the closing of the Offering. Univest Securities LLC served as the placement agent in the Offering and received 7% of the gross proceeds received by the Company and reimbursement of the legal fees of its counsel. The Offering closed on October 24, 2024. At the closing, the Company issued to the purchasers an aggregate of 2,300,000 shares of its common stock and Notes in the aggregate principal amount of $2,352,941. Immediately prior to the Company's entry into the SPA, the Company had 11,896,273 shares of common stock issued and outstanding. Original Issue Discount Senior Secured Note At the closing, pursuant to the SPA, the Company issued a Note to each purchaser equal to such purchaser's subscription amount divided by 0.85. The Notes were issued with an original issue discount of 15%. No interest shall accrue on the Notes unless and until an Event of Default (as defined in the Notes) has occurred, upon which interest shall accrue at a rate of fourteen percent (14.0%) per annum and shall be computed on the basis of a three hundred sixty (360)-day year and twelve (12) thirty (30)-day months and shall be payable on the maturity date, which is ninety (90) days from the issuance date of October 24, 2024. The Notes contain certain Events of Default, including (i) the Company's failure to pay any amount of principal, interest, redemption price or other amounts due under the Notes, (ii) any default under or redemption or acceleration of any indebtedness of the Company, as such term is defined in the transaction documents, (iii) bankr

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