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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Entry into a Material Definitive Agreement. On May 2, 2025, Algorhythm Holdings, Inc. (the “Company”) issued a promissory note in the principal amount of $1,750,000 (the “Promissory Note”) to SemiCab Inc., a Delaware corporation (the “Seller”), pursuant to an equity purchase agreement (the “Equity Purchase Agreement”) among the Company and its subsidiary, SemiCab Holdings, LLC, a Nevada limited liability company (“SemiCab Holdings”), and the Seller. The Promissory Note provides that $1,500,00…
Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. On May 2, 2025, Algorhythm Holdings, Inc. (the “Company”) issued a promissory note in the principal amount of $1,750,000 (the “Promissory Note”) to SemiCab Inc., a Delaware corporation (the “Seller”), pursuant to an equity purchase agreement (the “Equity Purchase Agreement”) among the Company and its subsidiary, SemiCab Holdings, LLC, a Nevada limited liability…
Regulation FD Disclosure. On May 5, 2026, Algorhythm Holdings, Inc. (the “Company”) updated its corporate presentation, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The Company intends to use this presentation in meetings with investors and post on its website. The corporate presentation shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 23, 2026, Algorhythm Holdings, Inc. (the “Company”) entered into an amended and restated employment agreement (the “Agreement”) with Gary Atkinson, the Company’s Chief Executive Officer. The Agreement supersedes and replaces that certain employment agreement entered into with Mr. Atkinson on April 22, 2022. The Agreement is for a term o…
above regarding the Stock Option is incorporated by reference herein.
Unregistered Sales of Equity Securities. The information contained in
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On November 28, 2025, Algorhythm Holdings, Inc. (the “Company”) received a letter from the Staff of the Nasdaq Stock Market, LLC indicating that the Company’s stockholders’ equity as reported in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 (the “Form 10-Q”), did not satisfy the continued listing requirement under Nasdaq Listing Rule 5550(b)(1), which requ…
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 Amen…
Results of Operations and Financial Condition On November 19, 2025, Algorhythm Holdings, Inc. (the “Company”) issued a press release announcing its financial results for its third quarter ended September 30, 2025. The full text of the press release is furnished herewith as Exhibit 99.1. The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective November 14, 2025, Jay B. Foreman resigned from the Board of Directors (the “Board”) of the Company and as a member of the Board’s audit committee, compensation committee, nominating and corporate governance committee, and executive committee. Mr. Foreman’s resignation was not the result of any disagreements with the Company regarding any…
Changes in Registrant’s Certifying Accountant. (a) Dismissal of Independent Registered Public Accounting Firm On October 6, 2025, Algorhythm Holdings, Inc. (the “Company”) dismissed Berkowitz Pollack Brant, Advisors + CPAs (“Berkowitz”) as the Company’s independent registered public accounting firm effective on that date. The dismissal of Berkowitz was approved by the Audit Committee of the Board of Directors of the Company. Berkowitz did not issue an audit report on the Company’s financial s…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointments of Scott Thorn and Kapil Gupta to the Board of Directors On October 6, 2025, Scott Thorn and Kapil Gupta were appointed to serve as members of the Board of Directors (the “Board”) of Algorhythm Holdings, Inc. (the “Company”). Messrs. Thorn and Gupta will serve as members of the Board until the next annual meeting of the Company’s stock…
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,…
Unregistered Sales of Equity Securities. The information contained in
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 21, 2025, Joseph Kling, a member of the board of directors (the “Board”) of the Company, notified the Company of his decision to resign from the Board and the Board’s audit committee, compensation committee, and nominating and corporate governance committee effective that same date. Mr. Kling’s resignation was not the result of any disagr…
Entry Into a Material Definitive Agreement. On August 1, 2025, Algorhythm Holdings, Inc. (the “Company”) entered into an asset purchase agreement (the “Agreement”) with The Singing Machine Company, Inc. and Stingray Music USA, Inc. (“Stingray USA”), a related party, pursuant to which Stingray USA purchased substantially all of the assets, and assumed most of the liabilities, associated with the Company’s Singing Machine business (the “Business”) for $500,000. Stingray USA is a subsidiary of S…
(d) Exhibits Exhibit No. Description 10.1 Asset Purchase Agreement, dated August 1, 2025, by and among Algorhythm Holdings, Inc., The Singing Machine Company, Inc. and Stingray Music USA, Inc.* 99.1 Press Release issued August 4, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the…
Changes in Registrant’s Certifying Accountant. (a) Dismissal of Independent Registered Public Accounting Firm On June 2, 2025, Algorhythm Holdings, Inc. (the “Company”) dismissed CBIZ CPAs P.C. (“CBIZ”) as the Company’s independent registered public accounting firm effective on that date. The dismissal of CBIZ was approved by the Audit Committee of the Board of Directors of the Company. CBIZ did not issue an audit report on the Company’s financial statements. During the period commencing Apri…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 19, 2025, Ajesh Kapoor was appointed to serve as a member of the board of directors (the “Board”) of Algorhythm Holdings, Inc. (the “Company”). Mr. Kapoor, age 58, has served as the Chief Executive Officer of SemiCab Holdings LLC (“SemiCab Holdings”), a subsidiary of the Company that owns and operates the Company’s SemiCab AI logistics and d…
Completion of Acquisition or Disposition of Assets. The information set forth in
Entry into a Material Definitive Agreement. On May 2, 2025 (the “Closing Date”), Algorhythm Holdings, Inc. (the “Company”) and its subsidiary, SemiCab Holdings, LLC, a Nevada limited liability company (“SemiCab Holdings”), entered into and closed an equity purchase agreement (the “Equity Purchase Agreement”) with SemiCab Inc., a Delaware corporation (the “Seller”), pursuant to which: (i) SemiCab Holdings purchased 9,999 shares of the issued and outstanding equity shares, Rs. 10 par value, of…
Unregistered Sales of Equity Securities. The information set forth in
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in
Changes in Registrant’s Certifying Accountant Effective April 25, 2025, Marcum LLP (“Marcum”) resigned as the independent registered accounting firm for Algorhythm Holdings, Inc. (the “Company”). On November 1, 2024, CBIZ CPAs P.C. (“CBIZ”) acquired the attest business of Marcum. On April 25, 2025, following the approval of the Audit Committee of the Company’s Board of Directors and the Company’s Board of Directors, CBIZ was engaged, effective immediately, as the Company’s independent registe…
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