Algorhythm Holdings Files S-1/A Amendment

TL;DR

Algorhythm Holdings (fka Singing Machine) filed an S-1/A. Registration update.

AI Summary

Algorhythm Holdings, Inc. filed an S-1/A on November 26, 2024, to amend its registration statement. The company, formerly known as Singing Machine Co Inc, is based in Fort Lauderdale, FL, and operates in the phonograph records & prerecorded audio tapes & disks industry. This filing is an update to their ongoing registration process.

Why It Matters

This S-1/A filing indicates Algorhythm Holdings, Inc. is actively progressing with its securities registration, which could lead to future public offerings or changes in its capital structure.

Risk Assessment

Risk Level: medium — S-1/A filings are typically related to registration of securities, which can involve inherent risks for investors depending on the nature of the offering.

Key Numbers

• 20241126 — Filing Date (Date of the S-1/A amendment filing.)
• 19940523 — Name Change Date (Date the company changed its name from Singing Machine Co Inc.)

Key Players & Entities

• Algorhythm Holdings, Inc. (company) — Filer
• Singing Machine Co Inc (company) — Former company name
• Fort Lauderdale, FL (location) — Business address
• 33309 (location) — Business ZIP code
• 953795478 (organization_id) — IRS Number
• 3652 (industry_code) — Standard Industrial Classification

FAQ

Key Financial Figures

• $0 — mmon stock and accompanying Warrants is $0.23, which was the last reported sale pr
• $0.23 — Capital Market on November 20, 2024 was $0.23 per share. The actual public offering p
• $0.01 — e of each Pre-Funded Warrant will equal $0.01 per share. The Pre-Funded Warrants will
• $12,900 — aring agent not to exceed the amount of $12,900. For more information about the compens
• $2 million — evolving Credit Note (the "Note") for a $2 million revolving line of credit (the "Oxford L
• $40,000 — to Oxford and paid a termination fee of $40,000. ATM Offering June 2024 On June 26,
• $1,100,000 — he "ATM Offering"), up to approximately $1,100,000 in shares of the Company's common stock
• $2,020,000 — hares to be sold in the ATM Offering to $2,020,000. On August 9, 2024, the Company entered
• $3,100,000 — hares to be sold in the ATM Offering to $3,100,000. Pursuant to the agreement, the Agent w
• $30,000 — nt to the agreement, the Agent was paid $30,000 in fees to cover legal and administrati
• $2,975,615 — received net proceeds of approximately $2,975,615 after payment of brokerage commissions
• $123,045 — tive fees to the agent of approximately $123,045. Asset Purchase On June 11, 2024, t

Filing Documents

• forms-1a.htm (S-1/A) — 4241KB
• ex4-2.htm (EX-4.2) — 178KB
• ex4-3.htm (EX-4.3) — 156KB
• ex4-4.htm (EX-4.4) — 133KB
• ex5-1.htm (EX-5.1) — 26KB
• ex10-28.htm (EX-10.28) — 271KB
• ex10-29.htm (EX-10.29) — 211KB
• ex23-1.htm (EX-23.1) — 4KB
• ex23-2.htm (EX-23.2) — 3KB
• ex23-3.htm (EX-23.3) — 1KB
• forms-1_001.jpg (GRAPHIC) — 4KB
• forms-1_003.jpg (GRAPHIC) — 22KB
• forms-1a_001.jpg (GRAPHIC) — 19KB
• ex23-3_001.jpg (GRAPHIC) — 203KB
• ex5-1_001.jpg (GRAPHIC) — 5KB
• 0001493152-24-047703.txt ( ) — 19359KB
• rime-20240930.xsd (EX-101.SCH) — 110KB
• rime-20240930_cal.xml (EX-101.CAL) — 118KB
• rime-20240930_def.xml (EX-101.DEF) — 588KB
• rime-20240930_lab.xml (EX-101.LAB) — 726KB
• rime-20240930_pre.xml (EX-101.PRE) — 680KB
• forms-1a_htm.xml (XML) — 3606KB

RISK FACTORS

RISK FACTORS 9 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 31

USE OF PROCEEDS

USE OF PROCEEDS 31 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 32 DIVIDEND POLICY 32 CAPITALIZATION 32

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 34

BUSINESS

BUSINESS 41 MANAGEMENT 48

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 53 PRINCIPAL STOCKHOLDERS 58 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 59

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 60 PLAN OF DISTRIBUTION 66 EXPERTS 69 LEGAL MATTERS 69 WHERE YOU CAN FIND MORE INFORMATION 69 INDEX TO FINANCIAL STATEMENTS F-1 You should rely only on the information contained in this prospectus or any prospectus supplement or amendment. Neither we, nor the placement agent, have authorized any other person to provide you with information that is different from, or adds to, that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the placement agent take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that the information contained in this prospectus or any free writing prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date. We are not making an offer of any securities in any jurisdiction in which such offer is unlawful. No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this public offering and the distribution of this prospectus applicable to that jurisdiction. i ABOUT THIS PROSPECTUS Throughout this prospectus, unless otherwise designated or the context suggests otherwise, all references to the "Company," "Algorhythm," the "registrant," "we," "our" or "us" in this prospectus mean Algorhythm Holdings, Inc. and its wholly owned subsidiaries; "year" or "fiscal year" means the year ending December 31; and all dollar or $ refer

View Full Filing

View this S-1/A filing on SEC EDGAR