Algorhythm Holdings Files 8-K on Rights and Bylaws

TL;DR

Algorhythm Holdings (FORMERLY SINGING MACHINE) filed an 8-K detailing changes to shareholder rights and bylaws.

AI Summary

Algorhythm Holdings, Inc. filed an 8-K on January 17, 2025, reporting material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. The filing also includes financial statements and exhibits. The company, formerly known as Singing Machine Co Inc, is incorporated in Delaware and has its principal executive offices in Fort Lauderdale, Florida.

Why It Matters

This filing indicates potential changes to the company's corporate structure or shareholder rights, which could impact the value and governance of the company.

Risk Assessment

Risk Level: medium — Changes to articles of incorporation or bylaws can significantly alter shareholder rights and corporate governance, requiring careful review.

Key Players & Entities

• Algorhythm Holdings, Inc. (company) — Registrant
• Singing Machine Co Inc (company) — Former company name
• January 14, 2025 (date) — Earliest event reported date
• January 17, 2025 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• Fort Lauderdale, FL (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — ch registered Common stock, par value $0.01 per share RIME The Nasdaq Stock Mar

Filing Documents

• form8-k.htm (8-K) — 41KB
• ex3-1.htm (EX-3.1) — 2KB
• ex3-1_001.jpg (GRAPHIC) — 156KB
• ex3-1_002.jpg (GRAPHIC) — 599KB
• ex3-1_003.jpg (GRAPHIC) — 27KB
• 0001493152-25-002838.txt ( ) — 1297KB
• mics-20250114.xsd (EX-101.SCH) — 3KB
• mics-20250114_lab.xml (EX-101.LAB) — 33KB
• mics-20250114_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): January 14, 2025 ALGORHYTHM HOLDINGS, INC. (Exact name of registrant as specified in charter) Delaware 001-41405 95-3795478 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 6301 NW 5th Way , Suite 2900 Fort Lauderdale , FL 33309 (Address of principal executive offices) (Zip Code) (954) 596-1000 (Registrant's telephone number, including area code) 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 If an emerging growth company, indicate by check mart 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 3.03 Material Modification of Rights to Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference. Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. As previously disclosed on Form 8-K on January 13, 2025, Algorhythm Holdings, Inc. (the "Company") held its annual stockholder meeting on January 13, 2025, at which stockholders voted to authorize the Company's Board of Directors to effect a reverse stock split of the outstanding shares of common stock within one (1) year of January 13, 2025, at a specific ratio within a range of one-for-ten (1-for-10) to a maximum of a one-for-two hundred fifty (1-for-250) and to amend the Company's Certificate of Incorporation, as amended, to increase the number of authorized common stock from 100,000,000 to 800,000,000 shares. On January 14, 2025, the Company's Board of Directors determined to effect the reverse stock split of the common stock at a 1-for-200 ratio (the "Reverse Split") and approved the filing of a Certificate of Amendment (the "Certificate of Amendment") to the Certificate of Incorporation, as amended, of the Company to effect the Reverse Split and to increase the Company's authorized shares of common stock from 100,000,000 to 800,000,000. On January 14, 2025, the Certificate of Amendment to effect the Reverse Split and increase the authorized shares of common stock, was filed with the Secretary of State of Delaware. The reverse stock split has not yet taken effect in the public markets. A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. Item 9.01 Financial Statement and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to the Certificate of Incorporation 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: January 17, 2025 ALGORHYTHM HOLDINGS, INC. By: /s/ Gary Atkinson Gary Atkinson Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR