Algorhythm Holdings Files S-1

TL;DR

Algorhythm Holdings (fka Singing Machine) filed S-1, big news coming.

AI Summary

Algorhythm Holdings, Inc., formerly known as Singing Machine Co Inc, filed an S-1 form on November 12, 2024. The company, incorporated in Delaware with its principal office in Fort Lauderdale, FL, operates in the phonograph records & prerecorded audio tapes & disks industry. This filing indicates a significant corporate event, likely an initial public offering or a major restructuring, for the company which changed its name in 1994.

Why It Matters

This S-1 filing signals a potential shift in Algorhythm Holdings' corporate structure or public market participation, which could impact its investors and the industry landscape.

Risk Assessment

Risk Level: medium — S-1 filings often precede significant corporate events like IPOs, which inherently carry market and execution risks.

Key Numbers

• 123 — Public Document Count (Indicates the volume of documents associated with this filing.)
• 19940523 — Date of Name Change (Marks the transition from Singing Machine Co Inc to Algorhythm Holdings, Inc.)

Key Players & Entities

• Algorhythm Holdings, Inc. (company) — Filer of the S-1 document
• Singing Machine Co Inc (company) — Former name of Algorhythm Holdings, Inc.
• November 12, 2024 (date) — Date of S-1 filing
• Fort Lauderdale, FL (location) — Business address of Algorhythm Holdings, Inc.
• 333-283178 (other) — SEC file number

FAQ

Key Financial Figures

• $0.3382 — Capital Market on November 11, 2024 was $0.3382 per share. The actual public offering p
• $0 — l be equal to the price per share minus $0.01, and the remaining exercise price of
• $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 l

Filing Documents

• forms-1.htm (S-1) — 4021KB
• ex21.htm (EX-21) — 13KB
• ex23-1.htm (EX-23.1) — 4KB
• ex23-2.htm (EX-23.2) — 3KB
• ex23-3.htm (EX-23.3) — 1KB
• ex-107.htm (EX-FILING FEES) — 37KB
• forms-1_001.jpg (GRAPHIC) — 4KB
• forms-1_002.jpg (GRAPHIC) — 19KB
• forms-1_003.jpg (GRAPHIC) — 22KB
• ex23-3_001.jpg (GRAPHIC) — 173KB
• 0001493152-24-044853.txt ( ) — 16120KB
• rime-20240630.xsd (EX-101.SCH) — 99KB
• rime-20240630_cal.xml (EX-101.CAL) — 108KB
• rime-20240630_def.xml (EX-101.DEF) — 509KB
• rime-20240630_lab.xml (EX-101.LAB) — 640KB
• rime-20240630_pre.xml (EX-101.PRE) — 596KB
• forms-1_htm.xml (XML) — 3148KB

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 43 MANAGEMENT 50

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 55 PRINCIPAL STOCKHOLDERS 60 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 61

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 62 PLAN OF DISTRIBUTION 68 EXPERTS 71 LEGAL MATTERS 71 WHERE YOU CAN FIND MORE INFORMATION 71 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 filing on SEC EDGAR