Algorhythm Holdings Files 8-K on Agreements and Equity Sales

TL;DR

Algorhythm Holdings (ALGO) filed an 8-K detailing new agreements, financial obligations, and equity sales from Dec 19th.

AI Summary

Algorhythm Holdings, Inc. filed an 8-K on December 29, 2025, reporting on events that occurred on December 19, 2025. The filing indicates the entry into a material definitive agreement, the creation of a direct financial obligation, and unregistered sales of equity securities. The company, formerly known as Singing Machine Co Inc, is incorporated in Delaware and headquartered in Fort Lauderdale, Florida.

Why It Matters

This 8-K filing signals significant corporate actions, including new agreements and financial obligations, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Algorhythm Holdings, Inc. (company) — Registrant
• Singing Machine Co Inc (company) — Former Company Name
• December 19, 2025 (date) — Earliest event date
• December 29, 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
• $20,000,000 — or an aggregate purchase price of up to $20,000,000. Secured Pre-Paid Purchase #3 provides
• $1,090,000, b — aid Purchase in the principal amount of $1,090,000, before deducting an original issue discou
• $90,000 — deducting an original issue discount of $90,000 (the "Third Pre-Paid Purchase"). The Th

Filing Documents

• form8-k.htm (8-K) — 44KB
• ex10-2.htm (EX-10.2) — 75KB
• 0001493152-25-029389.txt ( ) — 296KB
• rime-20251219.xsd (EX-101.SCH) — 3KB
• rime-20251219_lab.xml (EX-101.LAB) — 33KB
• rime-20251219_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

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 19, 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 December 19, 2025, Algorhythm Holdings, Inc. (the "Company") entered into Secured Pre-Paid Purchase #3 with Streeterville Capital, LLC, a Utah limited liability company ("Streeterville"), under that certain securities purchase agreement (the "Securities Purchase Agreement"), dated August 21, 2025, between the Company and Streeterville. Under the Securities Purchase Agreement, the Company agreed to issue and sell shares of its common stock to Streeterville 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. Secured Pre-Paid Purchase #3 provides for a third Pre-Paid Purchase in the principal amount of $1,090,000, before deducting an original issue discount of $90,000 (the "Third Pre-Paid Purchase"). The Third Pre-Paid Purchase accrues interest at the rate of nine percent (9%) per annum and has a maturity date of three years. The Company paid Univest Securities, LLC, its placement agent, a cash fee equal to eight percent (8%) of the aggregate gross proceeds received by the Company from the Third Pre-Paid Purchase. The offer and sale of these securities was completed by the Company in a private placement transaction that was exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act without engaging in any advertising or general solicitation of any kind. The foregoing description of the Securities Purchase Agreement and Secured Prepaid Purchase #3 does not purport to be complete and is qualified in its entirety by reference to Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated by reference herein. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in Item 1.01 above is incorporated by reference herein. Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01 above is incorporated by reference herein. Item 9.01 Financial Statement and Exhibits. Exhibit No. Description 10.1 Securities Purchase Agreement, dated August 21, 2025, by and among Algorhythm Holdings, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 27, 2025) 10.2 Secured Pre-Paid Purchase #3, dated December 19, 2025, by and among Algorhythm Holdings, Inc. and Streeterville Capital, LLC 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

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