Algorhythm Holdings Reports Definitive Agreement & Asset Deal

TL;DR

Algorhythm Holdings just filed an 8-K for a big deal - acquisition/disposition of assets confirmed!

AI Summary

Algorhythm Holdings, Inc. (formerly Singing Machine Co Inc) filed an 8-K on August 7, 2025, reporting on events as of August 1, 2025. The filing indicates the company entered into a material definitive agreement and completed an acquisition or disposition of assets. It also includes Regulation FD disclosures and financial statements/exhibits.

Why It Matters

This filing signals significant corporate activity for Algorhythm Holdings, Inc., potentially involving mergers, acquisitions, or divestitures that could impact its business structure and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and completion of an acquisition or disposition of assets, which inherently carries risks related to integration, financing, and market reception.

Key Players & Entities

• Algorhythm Holdings, Inc. (company) — Registrant
• Singing Machine Co Inc (company) — Former company name
• August 1, 2025 (date) — Earliest event date
• August 7, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share RIME The Nasdaq Stock Mar
• $500,000 — g Machine business (the "Business") for $500,000. Stingray USA is a subsidiary of Stingr

Filing Documents

• form8-k.htm (8-K) — 48KB
• ex10-1.htm (EX-10.1) — 439KB
• ex99-1.htm (EX-99.1) — 18KB
• ex99-1_001.jpg (GRAPHIC) — 16KB
• 0001641172-25-022621.txt ( ) — 783KB
• rime-20250801.xsd (EX-101.SCH) — 3KB
• rime-20250801_def.xml (EX-101.DEF) — 26KB
• rime-20250801_lab.xml (EX-101.LAB) — 33KB
• rime-20250801_pre.xml (EX-101.PRE) — 22KB
• 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): August 1, 2025 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 5th Way , Suite 2900 Fort Lauderdale , FL 33309 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (954) 596-1000 Not Applicable (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. On August 1, 2025, Algorhythm Holdings, Inc. (the "Company") entered into an asset purchase agreement (the "Agreement") with The Singing Machine Company, Inc. and Stingray Music USA, Inc. ("Stingray USA"), a related party, pursuant to which Stingray USA purchased substantially all of the assets, and assumed most of the liabilities, associated with the Company's Singing Machine business (the "Business") for $500,000. Stingray USA is a subsidiary of Stingray Group, Inc. (the "Stingray Group"). Mathieu Peloquin, one of the Company's directors, is an officer of Stingray Group. Stingray Group is an entity with which the Company did business through a music subscription sharing agreement. The Business comprises the Company's home karaoke consumer products business. The Agreement provided for the sale of substantially all of the assets, contracts, and intellectual property related to the Business. The transaction closed on August 1, 2025. The Agreement contains customary representations, warranties, covenants, and indemnification provisions. In connection with the transaction, the Company also entered into a transitional services agreement with Stingray USA to provide certain limited services following the closing. The transaction was approved by the Company's board of directors, including its disinterested directors. A copy of the Agreement is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. All references to the Agreement in this Current Report on Form 8-K are qualified in their entirety by the text of such exhibit. Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Item 7.01 Regulation FD Disclosure On August 4, 2025, the Company issued a press release announcing the sale of the Business. A copy of the press release is included herewith as Exhibit 99.1. The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to liability under such section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act. Item 9.01 Financial Statement and Exhibits. (b) Pro Forma Financial Information The pro forma financial information required under this item will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed pursuant to Item 2.01. (d) Exhibits Exhibit No. Description 10.1 Asset Purchase Agreement, dated August 1, 2025, by and among Algorhythm Hold

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View this 8-K filing on SEC EDGAR