Algorhythm Holdings, Inc. 8-K Filing

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) — 69KB
• ex10-1.htm (EX-10.1) — 7KB
• 0001493152-25-025167.txt ( ) — 242KB
• rime-20251120.xsd (EX-101.SCH) — 3KB
• rime-20251120_lab.xml (EX-101.LAB) — 33KB
• rime-20251120_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): November 20, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 20, 2025, the stockholders of Algorhythm Holdings, Inc. (the "Company") approved and adopted an amendment (the "Plan Amendment") to the Company's 2022 Equity Incentive Plan, as amended (the "Plan"), at its 2025 annual meeting of stockholders (the "Annual Meeting"). A summary of the material terms of the Plan, as amended by the Plan Amendment, is included under the heading "Proposal 4: Amendment to the 2022 Equity Incentive Plan" in the definitive proxy statement filed by the Company in connection with the Annual Meeting with the Securities and Exchange Commission on October 16, 2025. The summary is qualified in its entirety by reference to the full text of the Plan, as amended by the Plan Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference. Item 5.07 Submission of Matters to a Vote of Security Holders. On November 20, 2025, the Company held the Annual Meeting. A total of 1,194,491 shares of common stock, par value $0.01 per share (the "Common Stock"), representing 45.2% of the aggregate shares of Common Stock outstanding and eligible to vote and constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. All seven director nominees were elected as directors of the Company to serve until the Company's 2026 annual meeting of stockholders. The stockholders approved a proposal to authorize the board of directors to: (i) amend the Company's certificate of incorporation to combine outstanding shares of Common Stock into a lesser number of outstanding shares, or complete a reverse stock split, at a specific ratio within a range of one-for-two (1-for-2) to a maximum of one-for-ten (1-for-10), with the exact ratio to be determined by the board of directors in its sole discretion, without further stockholder approval, and (ii) effect the reverse stock split, if at all, within one (1) year of November 20, 2025 (the "Reverse Stock Split Proposal"). The stockholders approved the reincorporation of the Company from the State of Delaware to the State of Nevada by conversion (the "Nevada Reincorporation Proposal"). The stockholders approved an amendment to the Plan to increase the number of shares of Common Stock authorized for issuance thereunder to 5,000,000 (the "2022 Plan Amendment Proposal"). The stockholders approved the issuance of shares of Common Stock to Streeterville Capital, LLC in pre-paid financing transactions that may collectively equal or exceed 20% of the Company's issued and outstanding shares of Common Stock (the "Pre-Paid Financing Proposal"). The stockholders ratified the selection of M&K CPAs as the Company's independent registered public accounting firm to a

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