Algorhythm Holdings Reports Key Agreements & Officer Changes

TL;DR

Algorhythm Holdings (ALGO) filed an 8-K detailing new debt, equity sales, and exec changes. Watch closely.

AI Summary

Algorhythm Holdings, Inc. filed an 8-K on August 27, 2025, reporting on events from August 21, 2025. The filing covers the entry into a material definitive agreement, creation of a direct financial obligation, unregistered sales of equity securities, and changes in officers and directors. It also includes financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate actions, including new financial obligations and potential equity issuance, which could impact the company's financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates new financial obligations and unregistered equity sales, which can introduce financial and regulatory risks.

Key Players & Entities

• Algorhythm Holdings, Inc. (company) — Registrant
• August 21, 2025 (date) — Earliest event reported
• August 27, 2025 (date) — Date of report

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share RIME The Nasdaq Stock Mar
• $20,000,000 — or an aggregate purchase price of up to $20,000,000. The Company also agreed to issue 95,69
• $4,390,000, b — aid Purchase in the principal amount of $4,390,000, before deducting an original issue discou
• $360,000 — deducting an original issue discount of $360,000 and transaction expenses of $30,000 (th
• $30,000 — of $360,000 and transaction expenses of $30,000 (the "Initial Pre-Paid Purchase"), the
• $250,000 — at the amount requested is no less than $250,000 and the total outstanding balance of al
• $3,000,000 — all Pre-Paid Purchases does not exceed $3,000,000. The original issue discount for each a
• $40,000 — t Agent for legal fees in the amount of $40,000. The Company will pay the Placement Age

Filing Documents

• form8-k.htm (8-K) — 56KB
• ex10-1.htm (EX-10.1) — 237KB
• ex10-2.htm (EX-10.2) — 73KB
• ex10-3.htm (EX-10.3) — 77KB
• ex10-4.htm (EX-10.4) — 65KB
• 0001641172-25-025707.txt ( ) — 774KB
• rime-20250821.xsd (EX-101.SCH) — 3KB
• rime-20250821_lab.xml (EX-101.LAB) — 33KB
• rime-20250821_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 21, 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 21, 2025, Algorhythm Holdings, Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with Streeterville Capital, LLC, a Utah limited liability company (the "Investor"), pursuant to which the Company agreed to issue and sell to the Investor shares of its common stock, par value $0.01 per share ("Common Stock"), in one or more pre-paid purchases (each, a "Pre-Paid Purchase" and collectively, the "Pre-Paid Purchases") for an aggregate purchase price of up to $20,000,000. The Company also agreed to issue 95,694 shares of its Common Stock to the Investor (the "Commitment Shares") as consideration for the Investor's commitment. The transactions closed on August 21, 2025 (the "Closing Date"). The proceeds from the Pre-Paid Purchases, after deducting the fees of Univest Securities, LLC (the "Placement Agent"), are expected to be used for working capital and other corporate purposes. The Securities Purchase Agreement provides for an initial Pre-Paid Purchase in the principal amount of $4,390,000, before deducting an original issue discount of $360,000 and transaction expenses of $30,000 (the "Initial Pre-Paid Purchase"), the terms of which are set forth on secured prepaid purchase #1 ("Secured Pre-Paid Purchase #1"). The Initial Pre-Paid Purchase accrues interest at the rate of nine percent (9%) per annum and has a maturity date of three years. The Securities Purchase Agreement also provides for a two-year commitment period during which, subject to certain specified conditions, the Company may request additional Pre-Paid Purchases from the Investor provided that the amount requested is no less than $250,000 and the total outstanding balance of all Pre-Paid Purchases does not exceed $3,000,000. The original issue discount for each additional Pre-Paid Purchase will be nine percent (9%) of the amount set forth in the applicable request and each additional Pre-Paid Purchase will accrue interest at the rate of nine percent (9%) per annum. Pursuant to the Securities Purchase Agreement, the Company agreed to file a registration statement on Form S-1 under the Securities Act of 1933, as amended (the "Securities Act"), to register the resale of the Commitment Shares and all shares of Common Stock issuable pursuant to the Pre-Paid Purchases within thirty (30) days after the Closing Date. Following the funding of each Pre-Paid Purchase, the Investor has the right, but not the obligation, to purchase from the Company that number of shares of Common Stock up to the lesser of: (i) a number of shares of Common Stock equal in value to the outstanding balance of the funded amount, and (ii) that number of shares of Common Stock such that Investor will not beneficially own greater than 9.99% of the Company's outstanding shares of Common

View Full Filing

View this 8-K filing on SEC EDGAR