Algorhythm Holdings, Inc. Files 8-K

TL;DR

Algorhythm Holdings (formerly Singing Machine Co Inc) filed an 8-K on Dec 6th for events on Dec 3rd - likely a material agreement.

AI Summary

Algorhythm Holdings, Inc. filed an 8-K on December 6, 2024, reporting on events that occurred on December 3, 2024. The filing indicates the entry into a Material Definitive Agreement, other events, and includes financial statements and exhibits. The company was formerly known as Singing Machine Co Inc.

Why It Matters

This 8-K filing signals significant corporate activity, potentially including new agreements or financial updates that could impact investors.

Risk Assessment

Risk Level: medium — 8-K filings often contain material information that can lead to stock price volatility.

Key Players & Entities

• Algorhythm Holdings, Inc. (company) — Registrant
• Singing Machine Co Inc (company) — Former company name
• December 3, 2024 (date) — Earliest event date
• December 6, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share RIME The Nasdaq Stock Mar
• $0.17 — hares") at a combined offering price of $0.17. Each share of Common Stock or Pre-Fund
• $0.34 — t a per share initial exercise price of $0.34 and will expire two and one-half (2.5)
• $0 — Shareholder Approval, a price equal to $0.08555, or following the Shareholder App
• $8,370,000 million — received net proceeds of approximately $8,370,000 million from the Offering, after deducting the
• $2,352,941 — es and to repay the principal amount of $2,352,941 in outstanding senior secured notes of

Filing Documents

• form8-k.htm (8-K) — 60KB
• ex4-1.htm (EX-4.1) — 178KB
• ex4-2.htm (EX-4.2) — 159KB
• ex4-3.htm (EX-4.3) — 132KB
• ex10-1.htm (EX-10.1) — 286KB
• ex10-2.htm (EX-10.2) — 217KB
• ex10-3.htm (EX-10.23) — 83KB
• ex99-1.htm (EX-99.1) — 18KB
• ex99-2.htm (EX-99.2) — 18KB
• ex99-1_001.jpg (GRAPHIC) — 18KB
• ex99-2_001.jpg (GRAPHIC) — 5KB
• 0001493152-24-049091.txt ( ) — 1591KB
• mics-20241203.xsd (EX-101.SCH) — 3KB
• mics-20241203_lab.xml (EX-101.LAB) — 33KB
• mics-20241203_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): December 3, 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. Public Offering On December 4, 2024, Algorhythm Holdings, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") in connection with the public offering (the "Offering") of 4,200,000 shares of its common stock, par value $0.01 per share ("Common Stock"), 51,682,352 Pre-Funded Warrants to purchase shares of common stock (the "Pre-Funded Warrants") in lieu of shares of Common Stock, and accompanying Series A Warrants (the "Series A Warrants") to purchase up to 55,882,352 shares of Common Stock (the "Series A Warrant Shares") and Series B Warrants (the "Series B Warrants" and together with the Series A Warrants, the "Warrants") to purchase up to 55,882,352 shares of Common Stock ("the "Series B Warrant Shares" and together with the Series A Warrant Shares, the "Warrant Shares") at a combined offering price of $0.17. Each share of Common Stock or Pre-Funded Warrant in lieu thereof was offered together with a Series A Warrant and a Series B Warrant. The Series A Warrants are exercisable at a per share initial exercise price of $0.17 and will expire five (5) years from the date such Series A Warrants become exercisable. The Series B Warrants are exercisable at a per share initial exercise price of $0.34 and will expire two and one-half (2.5) years from the date such Series B Warrant becomes exercisable. The Pre-Funded Warrants are immediately exercisable, have an exercise price of $0.01 per share and may be exercised at any time until all Pre-Funded Warrants are exercised in full. The Series A Warrants and the Series B Warrants will be exercisable only upon receipt of such shareholder approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market to permit the exercise of the Warrants (the "Shareholder Approval"). Beginning on the date of the Shareholder Approval and ending on the fourth trading day after the Shareholder Approval, the exercise price of the Series A and Series B Warrants will be adjusted to equal the lower of (i) the exercise price then in effect and (ii) the greater of (a) the lowest daily volume weighted average price of the shares of Common Stock during the period commencing on the first trading day prior to the Shareholder Approval and ending following the close of trading on the fourth trading day thereafter, and (b) if prior to Shareholder Approval, a price equal to $0.08555, or following the Shareholder Approval, a price equal to $0.03422, and the number of shares issuable upon exercise will be increased such that the aggregate exercise price of the Warrants on the issuance date for the Warrant Shares then outstanding shall remain unchanged following such reset. If at the time a holder exercises the Warrants, a registration statement registering the issuance of the Warrant Shares is not then effe

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View this 8-K filing on SEC EDGAR