### S-1/A - S-1/A
S-1/A
1
forms-1a.htm
S-1/A
As filed with the U.S. Securities
and Exchange Commission on May 27, 2026.
Registration
No. 333-295152
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 2 to
FORM S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
ALGORHYTHM
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
3652 |
|
95-3795478 |
(State
or Other Jurisdiction of
Incorporation or Organization) |
|
(Primary
Standard Industrial
Classification Code Number) |
|
(I.R.S.
Employer
Identification No.) |
6301
NW 5th Way, Suite 2900
Fort
Lauderdale, FL 33309
(954)
800-0425
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Gary
Atkinson
Chief
Executive Officer
Algorhythm
Holdings, Inc.
6301
NW 5th Way, Suite 2900
Fort
Lauderdale, FL 33309
(954)
800-0425
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to :
Gregory
Sichenzia, Esq.
Marcelle
S. Balcombe, Esq.
Sichenzia
Ross Ference Carmel LLP
1185
Avenue of the Americas, 31 st Floor
New
York, NY 10036
Telephone:
(212) 930-9700
Approximate
date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ☐ |
Accelerated
filer ☐ |
Non-accelerated
filer ☒ |
Smaller
reporting company ☒ |
|
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 to Section 7(a)(2)(B) of the Securities Act. ☐
The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date
as the Commission acting pursuant to said Section 8(a), may determine.
|
THE
INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS DECLARED EFFECTIVE. THIS PRELIMINARY PROSPECTUS IS NOT AN OFFER TO SELL
THESE SECURITIES AND WE ARE NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE OR OTHER JURISDICTION WHERE THE OFFER OR SALE
IS NOT PERMITTED.
PRELIMINARY
PROSPECTUS |
SUBJECT
TO COMPLETION |
DATED
MAY 27, 2026 |
Resale
of Up to 10,000,000 Shares of Common Stock
This
prospectus relates to the resale of up to 10,000,000 shares of the common stock, par value $0.01 per share (the “common stock”),
of Algorhythm Holdings, Inc., a Delaware corporation (the “Company”, the “registrant,” “we,” “our”
or “us”), by Streeterville Capital, LLC, a Utah limited liability company (“Streeterville” or the “Selling
Stockholder”), issuable under that certain Securities Purchase Agreement, dated as of August 21, 2025, between us and Streeterville
(the “Securities Purchase Agreement”).
Under
the Securities Purchase Agreement, we may issue and sell to Streeterville shares of our common stock in one or more pre-paid purchases
(each, a “Pre-Paid Purchase” and collectively, the “Pre-Paid Purchases”) for an aggregate principal amount of
up to $20,000,000. Upon the terms and subject to the conditions of each Pre-Paid Purchase, following the funding of each Pre-Paid Purchase,
Streeterville, in its sole discretion, has the right, but not the obligation, to purchase from us, and we will issue to Streeterville,
shares of our common stock in satisfaction of all or a portion of the outstanding balance of the Pre-Paid Purchases, but not exceeding
the outstanding balance of the Pre-Paid Purchases (the “Purchase Shares”).
To date, we have entered
into four Pre-Paid Purchases with Streeterville for an aggregate principal amount of $19,500,000 which, inclusive of original issue discount
and other expenses, amounts to $21,285,000 of aggregate obligations owed to Streeterville under the Securities Purchase Agreement. We
have repaid aggregate obligations of $10,229,000 as a result of Streeterville electing to exercise its right to purchase a total
of 12,077,557 shares of our common stock under the Securities Purchase Agreement. We currently have approximately $701,000
of aggregate obligations owed to Streeterville under the first Pre-Paid Purchase that we entered into with Streeterville on August 21,
2025 (the “First Pre-Paid Purchase”) and approximately $10,355,000 of aggregate obligations owed to Streeterville under the
fourth Pre-Paid Purchase that we entered into with Streeterville on February 17, 2026 (the “Fourth Pre-Paid Purchase”). All
obligations outstanding under the second Pre-Paid Purchase that we entered into with Streeterville on November
13, 2025 (the “Second Pre-Paid Purchase”) and the third Pre-Paid Purchase that we entered into with Streeterville
on December 19, 2025 (the “Third Pre-Paid Purchase”) have been repaid in full.
In
the event Streeterville purchases from us any of the Purchase Shares being registered for resale pursuant to the registration statement
of which this prospectus is a part, the outstanding balance of the Pre-Paid Purchases will be reduced by the aggregate purchase price
payable to us by Streeterville for the Purchase Shares. The price per share for the Purchase Shares will fluctuate based on the trading
price of our common stock during the applicable measuring period. The number of shares of common stock that we may issue to Streeterville
is subject to certain conditions and limitations, including a limitation that Streeterville cannot beneficially own in excess of 9.99%
of our outstanding shares of common stock and a restriction that we cannot issue shares of common stock to Streeterville in violation
of Nasdaq Listing Rule 5635(d). The number of shares of common stock that may be acquired by Streeterville pursuant to the Securities
Purchase Agreement is not currently known and is subject to the satisfaction of certain conditions and other limitations, including the
conditions and limitations described above.
We
will not receive any proceeds from the sale or other disposition of shares by Streeterville. Streeterville will bear all commissions
and discounts, if any, attributable to the sale or other disposition of the shares. We will bear all costs, expenses and fees incurred
in connection with the registration of Streeterville’s shares.
The
distribution of the shares of common stock offered hereby may be effected in one or more transactions that may take place in ordinary
brokers’ transactions, privately negotiated transactions or through sales to one or more dealers for resale of such securities
as principals.
Our
common stock is listed on The Nasdaq Capital Market under the symbol “RIME.” The last reported sale price of our common stock
on The Nasdaq Capital Market on May 21, 2026 was $0.6841 per share.
Investing
in our common stock involves a high degree of risk, including the risk of losing your entire investment. See “ Risk Factors ”
beginning on page 4 of this prospectus for a discussion of information that should be considered in connection with an investment in
our common stock.
Neither
the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities
or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is , 2026
|
TABLE
OF CONTENTS
ABOUT THIS PROSPECTUS |
|
ii |
MARKET DATA |
|
ii |
PROSPECTUS SUMMARY |
|
1 |
SUMMARY OF THE OFFERING |
|
3 |
RISK FACTORS |
|
4 |
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS |
|
5 |
USE OF PROCEEDS |
|
6 |
SELLING STOCKHOLDER |
|
6 |
SECURITIES ACT RESTRICTIONS ON RESALE OF COMMON STOCK |
|
7 |
PLAN OF DISTRIBUTION |
|
8 |
DIVIDEND POLICY |
|
9 |
DESCRIPTION OF CAPITAL STOCK |
|
9 |
EXPERTS |
|
11 |
LEGAL MATTERS |
|
11 |
WHERE YOU CAN FIND MORE INFORMATION |
|
11 |
INCORPORATION OF DOCUMENTS BY REFERENCE |
|
12 |
You
should rely only on the information contained in this prospectus or any prospectus supplement or amendment. Neither we nor Streeterville
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 Streeterville 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.
We
will not receive any proceeds from the sale by Streeterville of the common stock offered by it in this prospectus.
A
prospectus supplement may also add, update or change information included in this prospectus. Any statement contained in this prospectus
will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus
supplement modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only
as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. You should rely only on the
information contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. See “ Where
You Can Find More Information .”
This
prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the
actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some
of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration
statement of which this prospectus is a part, and you may obtain copies of those documents as described in the section entitled “ Where
You Can Find More Information .”
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”, the “registrant,” “we,” “our” or “us” in
this prospectus mean Algorhythm Holdings, Inc.; |
|
|
● |
all
references to our “fiscal year” mean the year ending December 31; |
|
|
● |
all
dollar or $ references, when used in this prospectus, refer to United States dollars; and |
|
|
● |
all
Rs. references, when used in this prospectus, refer to the Indian Rupee. |
MARKET
DATA
Market
data and certain industry data and forecasts used throughout this prospectus or incorporated by reference into this prospectus were obtained
from internal company surveys, market research, consultant surveys, publicly available information, reports of governmental agencies
and industry publications and surveys. Industry surveys, publications, consultant surveys and forecasts generally state that the information
contained therein has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not
guaranteed. To our knowledge, certain third-party industry data that includes projections for future periods does not take into account
the effects of certain events such as the impact of the war in Ukraine and Israel, the impact any possible recession may have on the
sales of our services, and any future outbreaks of coronavirus (COVID-19). Accordingly, those third-party projections may be overstated
and should not be given undue weight. Forecasts are particularly likely to be inaccurate, especially over long periods of time. In addition,
we do not necessarily know what assumptions regarding general economic growth were used in preparing the forecasts we cite. Statements
as to our market position are based on the most currently available data. Any website references (URLs) in this prospectus are inactive
textual references only and are not active hyperlinks. Therefore, such website references and information accessible from the websites
do not constitute a part of, and is not incorporated by reference into, the registration statement of which this prospectus forms a part.
While we are not aware of any misstatements regarding the industry data presented in this prospectus, our estimates involve risks and
uncertainties and are subject to change based on various factors, including those discussed under the heading “ Risk Factors ”
in this prospectus.
ii |
PROSPECTUS
SUMMARY
This
summary highlights selected information from this prospectus or incorporated by reference into this prospectus and does not contain all
of the information that you need to consider in making your investment decision. You should carefully read the entire prospectus, the
documents incorporated by reference into this prospectus, any applicable prospectus supplement and any related free writing prospectus,
including the risks of investing in our securities discussed under the heading “Risk Factors” contained in or incorporated
by reference into this prospectus or any applicable prospectus supplement and any related free writing prospectus.
Overview
We
are an artificial intelligence (“AI”) technology company focused on the growth and development of SemiCab. SemiCab is an
AI-enabled software logistics and distribution business that utilizes its proprietary technology platform to enable retailers, brands
and transportation providers to address common supply chain problems globally. We operate our SemiCab business through our subsidiary,
SemiCab Holdings, LLC.
Prior
to August 1, 2025, we had a second business, which was Singing Machine. Singing Machine was a home karaoke consumer products business
that designed and distributed karaoke products to retailers and ecommerce partners globally through our subsidiary, The Singing Machine
Company, Inc. We sold our Singing Machine business on August 1, 2025. Accordingly, we no longer own or operate the Singing Machine business.
Our
operations include our wholly-owned subsidiaries, SMC Logistics, Inc., a California corporation, SMC-Music, Inc., a Florida corporation,
The Singing Machine Company, Inc., a Delaware corporation, and RIME Holdings, LLC, and our 80%-owned subsidiaries, SemiCab Holdings,
LLC, a Nevada limited liability company, and SMCB Solutions Private Limited, an Indian company.
Our
SemiCab Technology Platform
Traditional
logistics platforms and systems optimize visible demand by optimizing individual lanes within the logistics network. Freight planning,
execution, and exception management rely heavily on manual workflows and fragmented systems. As volumes increase, costs typically scale
linearly with headcount, limiting profitability and operational flexibility.
Our
SemiCab technology platform is an AI-enabled, cloud-based collaborative transportation platform that operates at the network level. It
achieves the scalability required to predict and optimize millions of loads and hundreds of thousands of trucks. It uses real-time data
from application programming interface (“API”)-based load tendering and pre-built integrations with transportation management
system (“TMS”) partners, warehouse management system (“WMS”) partners, and electronic logging device partners
to orchestrate collaboration across manufacturers, retailers, distributors, and their carriers. It uses AI and machine learning predictions
and advanced predictive optimization models to enable fully loaded round trips. By pooling demand and supply across shippers, regions,
and timeframes, the platform identifies return legs and cross-lane flows that are invisible under conventional planning models. This
approach enables structural efficiency improvements rather than episodic or temporary gains.
The
platform directly supports stronger unit economics and capital efficiency for our customers. It has successfully enabled individual operators
to manage more than 2,000 loads annually. As volumes increase, our customers benefit from lower cost per load, greater asset utilization,
lower administrative overhead and more predictable service levels. By automating network-level decision-making, the platform allows organizations
to scale throughput without proportional increases in labor, infrastructure, or overhead.
We
are focused on expanding and enhancing our SemiCab technology platform to provide better transportation services to our customers as
well as to automate operational processes. The objective of these additions and enhancements is to build additional functionality and
improve or automate existing functions. This will make us more efficient, lower our costs of operation, enable us to provide more consistent
and reliable services, and reduce potential human error in our processes targeting transportation execution and billing.
1 |
We
employ a dedicated software development team that maintains and enhances our SemiCab technology platform.
Our
Service Offering
Our
service offering consists of contract-based, long-haul, full truckload transportation logistics and distribution services that utilize
our SemiCab technology platform. We currently provide our services in India and are actively marketing our services in the United States
and Europe.
Managed
Services
In
India, we offer our services through a managed services model to retailers, suppliers, manufacturers and other shippers through our own
network of shippers and brokers. We primarily focus on full truck load and over-the-road transportation services. Our services are sold
directly to shippers via bids for transportation services. These bids are typically awarded for a selected number of routes for a pre-determined
period of time, normally up to a year.
SaaS-Based
Services
In
the U.S. and other countries, we offer our services through a software-as-a-service (“SaaS”) model called “Apex”
by selling subscriptions to shippers, carriers and third-party logistics providers (“3PLs”) to utilize our SemiCab technology
platform. Our software enables shippers and carriers to better manage their freight network by creating optimal lane bundles for bidding
and optimized execution of loads with better control over their data and analytics. Our software enables 3PLs to better manage their
operations for transportation execution by assisting them with shipper management, carrier management, document management, load operations
management, invoicing, integration services, and reporting and analytics.
Apex
optimizes both visible and predicted demand across the entire freight ecosystem, completely redefining the efficiencies that can be achieved
within a logistics network. Through Apex, shippers, carriers and 3PLs can:
| ● | launch
their own branded logistics operating systems, embedding SemiCab’s AI logic, dashboards,
and APIs; |
| ● | create
multi-party freight networks that reduce empty miles and unlock shared efficiencies; |
| ● | integrate
seamlessly with existing TMS, WMS, and telematics systems through open APIs; and |
| ● | use
predictive analytics and benchmarking to identify cost savings and improve yield per lane. |
Our
SemiCab technology platform enhances traditional logistics platforms by providing them with predictive, self-learning orchestration that
automates network coordination at scale. It continuously learns from network activity, dynamically adjusting routing, pooling, and capacity
allocation in real time.
Our
Corporate Information
We
were incorporated under the laws of the State of Delaware in 1994. Our principal business address is 6301 NW 5 th Way, Suite
2900, Fort Lauderdale, FL 33309, and our telephone number is (954) 800-0425. We maintain our corporate website at https://ir.algoholdings.com/.
This website address is not intended to function as a hyperlink and the information contained on our website is not intended to be
a part of this prospectus . Information on our website does not constitute a part of, nor is it incorporated in any way, into this
prospectus and should not be relied upon in connection with making an investment decision. We make available free of charge on https://ir.algoholdings.com/investor-filings#/
our annual, quarterly, and current reports, and amendments to those reports, if any, as soon as reasonably practical after we electronically
file such material with, or furnish it to, the SEC. We may from time to time provide important disclosures to investors by posting them
in the “Investor Relations” section of our website.
Our
common stock is quoted on the Nasdaq under the symbol “RIME”. We file annual, quarterly, and current reports, proxy statements
and other information with the Securities and Exchange Commission and are subject to the requirements
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These filings are available to the public on
the Internet at the SEC’s website at https://www.sec.gov .
2 |
SUMMARY
OF THE OFFERING
Common
stock offered by Streeterville: |
|
Up
to 10,000,000 shares that may be issued in the future to Streeterville under the Securities Purchase Agreement. |
|
|
|
Common
stock outstanding immediately prior to the offering (1) : |
|
15,425,958
shares. |
|
|
|
Common
stock outstanding immediately after the offering (1) : |
|
Up
to 25,425,958 shares. |
|
|
|
Use
of proceeds: |
|
We
will not receive any proceeds from the sale of the shares of common stock that are being registered in this prospectus. |
|
|
|
Listing
symbol: |
|
Our
common stock is listed on The Nasdaq Capital Market under the symbol “RIME.” |
|
|
|
Risk
factors: |
|
You
should carefully consider the information set forth in this prospectus, and, in particular, the discussion set forth in the section
entitled “ Risk Factors ” beginning on page 4 of this prospectus, before deciding whether or not to invest in shares
of our common stock. |
(1)
As of the date of this prospectus, and excludes:
|
● |
1,271,826
shares of common stock issuable upon the exercise of outstanding stock options; and |
|
|
|
|
● |
1,138,163
shares of common stock issuable upon the exercise of outstanding warrants. |
Unless
otherwise indicated, all information in this prospectus assumes no exercise of the outstanding options and warrants, in each case as
described above.
3 |
RISK
FACTORS
Investing
in our securities involves a high degree of risk. Before investing in our securities, you should carefully consider the risks described
below as well as the risks set forth under the section titled “Risk Factors” in our Annual Report on Form 10-K for the year
ended December 31, 2025 (the “Annual Report”), which is incorporated by reference into this prospectus, as amended or supplemented
by our subsequent filings with the SEC. You should also refer to the other information contained in this prospectus and the documents
incorporated by reference herein, including our financial statements and related notes and the section titled “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report. Each of these risk factors,
either alone or taken together, could adversely affect our business, operating results and financial condition, as well as adversely
affect the value of an investment in our common stock. There may be additional risks that we do not presently know of or that we currently
believe are immaterial that could also impair our business, operating results and financial position. If any of the events described
below were to occur, our business, financial condition, ability to access capital resources, results of operations and future growth
prospects could be materially and adversely affected and the market price of our common stock could decline. As a result, you could lose
some or all of any investment that you may make in our common stock.
Risks
Related to this Offering and the Selling Stockholder
The
sale of a substantial number of our securities in the public market by Streeterville and/or by our existing security holders could cause
the price of our common stock to fall.
To
date, we have entered into four Pre-Paid Purchases with Streeterville for an aggregate principal amount of $19,500,000 which, inclusive
of original issue discount and other expenses, amounts to $21,285,000 of aggregate obligations owed to Streeterville under the Securities
Purchase Agreement. We have repaid aggregate obligations of $10,229,000 as a result of Streeterville electing to exercise its
right to purchase a total of 12,077,557 shares of our common stock under the Securities Purchase Agreement. All obligations outstanding
under the Second Pre-Paid Purchase and Third Pre-Paid Purchase have been paid off in full. However, we have approximately $701,000
and $10,355,000 of aggregate obligations outstanding under the First Pre-Paid Purchase and Fourth Pre-Paid Purchase, respectively. In
the event Streeterville elects to exercise its right to purchase additional shares of our common stock under the First Pre-Paid Purchase,
the Fourth Pre-Paid Purchase, or any additional Pre-Paid Purchases that we may in the future complete, we may be required to issue a
substantial number of additional shares of our common stock to Streeterville. The sale of a substantial number of our shares of common
stock in the public market by Streeterville and/or by our other existing security holders, or the perception that those sales might occur,
could result in a significant decline in the public trading price of our common stock.
Shares
of our common stock purchased by Streeterville may be issued at a price significantly below the prevailing market price of our common
stock, resulting in substantial dilution of our existing stockholders and a decrease in the price of our common stock .
Following
the funding of each Pre-Paid Purchase, Streeterville has the right, but not the obligation, to purchase from us that number of shares
of common stock up to the lesser of: (i) a number of shares of common stock equal in value to the outstanding balance of the funded amount,
and (ii) that number of shares of common stock such that Streeterville will not beneficially own greater than 9.99% of our outstanding
shares of common stock. The price per share used to calculate the number of shares to be issued to Streeterville is equal to 90% of the
lowest daily volume-weighted average price of our common stock during the ten (10) trading days immediately preceding the applicable
purchase date, but not less than the floor price, which is the greater of: (i) 20% of the “Minimum Price” as defined under
Nasdaq Listing Rule 5635(d) prior to the applicable closing of the Pre-Paid Purchase, and (ii) $0.10. If Streeterville exercises its
right to purchase additional shares of our common stock under Pre-Paid Purchases, the shares may be sold by us to Streeterville at a
price significantly below the prevailing market price. This could lead to substantial dilution of our existing stockholders. This dilution,
combined with the potential for downward pressure on our share price if Streeterville promptly sells the shares in the open market, could
reduce the market value of our common stock significantly.
4 |
We
may be required to make substantial cash payments to Streeterville, which could reduce the amount of cash available to fund our operations.
If
Streeterville elects to not exercise its right to purchase shares of common stock from us, we will be required to repay any outstanding
Pre-Paid Purchases in cash. In addition, the occurrence of an event of default under the Pre-Paid Purchases or certain change-of-control
or other fundamental transactions may accelerate repayment or suspend Streeterville’s funding obligations to us. If an event of
default occurs under a Pre-Paid Purchase, the outstanding balance will become immediately due and payable. At any time thereafter, upon
written notice given by Streeterville, the outstanding balance will increase by seven-and-a-half percent and interest will begin accruing
at a rate of the lesser of 18% per annum or the maximum rate permitted under applicable law. If we are involved in a change-of-control
transaction or other fundamental transaction, we may be required to repay the Pre-Paid Purchases in cash or such transaction may result
in an event of default. We may not have sufficient cash on hand or available resources to meet any of the above repayment obligations,
which could force us to seek emergency financing or other arrangements which may not be available or, if available, may be available
on unfavorable terms. In the event we do have sufficient funds available, the cash payment obligations, if triggered, could significantly
reduce the cash we have available to fund our operations or make necessary investments. This would adversely affect our financial condition,
limit our ability to pursue growth opportunities, and adversely affect our business prospects.
.
We
have broad discretion over the use of the net proceeds that we have received and may in the future receive from Pre-Paid Purchases, and
you may not agree with how we use the proceeds.
We
have broad discretion over the use of the net proceeds that we have received and may in the future receive from Pre-Paid Purchases and
could use such proceeds for purposes other than those contemplated at the time of commencement of this offering. As a result, you will
be relying on the judgment of our management with regard to the use of those proceeds, and you will not have the opportunity, as part
of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that, pending their use, we
may invest those proceeds in a way that does not yield a favorable, or any, return for us. The failure of our management to use such
funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flows.
DISCLOSURE
REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and the documents incorporated by reference in this prospectus contain “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts included
or incorporated by reference in this prospectus, including, without limitation, statements regarding our future financial position, business
strategy, budgets, projected revenue and costs, and plans and objectives of management for future operations, are forward-looking statements.
In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,”
“will,” “expects,” “intends,” “plans,” “projects,” “estimates,”
“anticipates,” or “believes” or the negative thereof or any variation thereon or similar terminology or expressions.
We
have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements
are not guarantees and are subject to known and unknown risks, uncertainties and assumptions that may cause our actual results to differ
materially from results proposed in such statements. Although we believe that the expectations reflected in such forward-looking statements
are reasonable, we can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual
results to differ materially from our expectations include, but are not limited to:
|
● |
our
ability to fund our future growth; |
|
|
|
|
● |
our
ability to execute upon our business plan; |
|
|
|
|
● |
our
ability to attract and retain management; |
|
|
|
|
● |
market
acceptance and demand of our services; |
5 |
|
● |
labor
shortages and changes in employee compensation costs; |
|
|
|
|
● |
our
ability to maintain and increase the value of our businesses; |
|
|
|
|
● |
changes
in consumer preferences; |
|
|
|
|
● |
our
ability to incorporate new and changing technologies; |
|
|
|
|
● |
the
impact of inflation and other pricing pressures on our business; |
|
|
|
|
● |
the
effect of competition and consolidation in the industries in which we operate; |
|
|
|
|
● |
the
impact of any failure of our information technology system, any breach of our network security, and any security breaches of confidential
customer information; |
|
|
|
|
● |
our
ability to comply with applicable international, federal, state and local laws and regulations; |
|
|
|
|
● |
our
ability to protect our trademarks and other intellectual property; |
|
|
|
|
● |
our
ability to obtain debt, equity or other financing on favorable terms, or at all; |
|
|
|
|
● |
the
condition of the securities and capital markets generally; |
|
● |
general
economic conditions, whether internationally, nationally or in the regional and local market areas in which we are doing business,
that may be less favorable than expected; |
|
|
|
|
● |
other
economic, competitive, governmental (including new tariffs), legislative, regulatory, geopolitical and technological factors that
may negatively impact our business, operations and pricing; and |
other
factors relating to our industry, our operations and results of operations and the securities being offered hereby, including the risks
factors described in the section of this prospectus entitled “ Risk Factors ”. All subsequent written and oral forward-looking
statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing. Except as required
by law, we assume no duty to update or revise our forward-looking statements.
USE
OF PROCEEDS
We
will not receive any of the proceeds from the sale of the common stock by Streeterville.
SELLING
STOCKHOLDER
We
are registering up to 10,000,000 shares of our common stock that may be issued to Streeterville under the First Pre-Paid Purchase, the
Fourth Pre-Paid Purchase, and any additional Pre-Paid Purchases that we may in the future complete, subject to certain conditions and
limitations, including a limitation that Streeterville cannot beneficially own in excess of 9.99% of our outstanding shares of common
stock and a restriction that we cannot issue shares of common stock to Streeterville in violation of Nasdaq Listing Rule 5635(d).
Streeterville
may from time to time offer and sell any or all of the shares of common stock set forth below pursuant to this prospectus and any accompanying
prospectus supplement. When we refer to the “Selling Stockholder” or “Streeterville” in this prospectus, we mean
Streeterville and the donees, pledgees, transferees or other successors-in-interest selling shares of our common stock or interests in
shares of our common stock received after the date of this prospectus from Streeterville as a gift, pledge, partnership distribution
or other transfer.
The
table below sets forth, based on information provided to us by Streeterville or known to us, information as of the date of this
prospectus regarding the beneficial ownership (as determined under Section 13(d) of the Exchange Act and the rules and regulations thereunder)
of the shares of common stock held by Streeterville. Streeterville may sell or otherwise dispose of some, all or none of its shares.
Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any shares of our common stock as to which a stockholder
has sole or shared voting power or investment power, and also any shares of our common stock which the stockholder has the right to acquire
within 60 days of the date of this prospectus.
6 |
The
shares of common stock being offered hereby may be sold or otherwise disposed of by or for the account of Streeterville from time to
time during the period the registration statement of which this prospectus is a part remains effective. After the registration statement
becomes effective, Streeterville may sell or transfer some or all of the shares of common stock offered hereby.
To
our knowledge, other than as disclosed herein, Streeterville has not had any material relationship with us within the past three years.
Information about Streeterville may change over time. Any changes to this information will be set forth in an amendment to the registration
statement or supplement to this prospectus to the extent required by law.
| |
Shares
Beneficially
Owned as of the
Date of This
Prospectus
| | |
Shares
Offered
Under This | | |
Shares Beneficially
Owned After
Completion of this
Offering (1) | |
Name of Selling Stockholder | |
Number | | |
Percent (2) | | |
Prospectus (3) | | |
Number | | |
Percent (2) | |
Streeterville Capital, LLC (4) | |
| — | | |
| — | % | |
| 10,000,000 | | |
| — | | |
| ---
| % |
(1) |
Assumes
the sale of all shares offered herein. |
|
|
(2) |
The
percentage of beneficial ownership for Streeterville is based on 15,425,958 shares of our common stock outstanding as of the
date of this prospectus. |
|
|
(3) |
Consists
of up to 10,000,000 shares of our common stock that may be issued to Streeterville under the First Pre-Paid Purchase, the Fourth
Pre-Paid Purchase, and any additional Pre-Paid Purchases that we may in the future complete, subject to certain conditions and limitations,
including a limitation that Streeterville cannot beneficially own in excess of 9.99% of our outstanding shares of common stock and
a restriction that we cannot issue shares of common stock to Streeterville in violation of Nasdaq Listing Rule 5635(d). |
|
|
(4) |
The
address of Streeterville Capital, LLC is 297 Auto Mall Drive #4, St. George, Utah 84770. John M. Fife has voting and dispositive
power over securities held by Streeterville. |
SECURITIES
ACT RESTRICTIONS ON RESALE OF COMMON STOCK
Pursuant
to Rule 144 of the Securities Act, a person who has beneficially owned shares of our restricted common stock for at least six months
is entitled to sell their securities provided that: (i) such person is not deemed to have been one of our affiliates at the time of,
or at any time during the three months preceding, the date of the proposed sale, and (ii) we have been subject to the Exchange Act periodic
reporting requirements for at least three months preceding the sale and have filed all required reports under Section 13 or 15(d) of
the Exchange Act during the 12 months (or such shorter period as we were required to file such reports) preceding the sale.
Persons
who have beneficially owned restricted shares of our common stock for at least six months but who are our affiliates at the time of,
or at any time during the three months preceding, the date of the proposed sale are subject to the additional restriction that they may
sell within any three-month period only that number of shares of our common stock that does not exceed the greater of:
|
● |
one
percent (1%) of the total number of shares of our common stock then outstanding; or |
|
|
|
|
● |
the
average weekly reported trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form
144 with respect to the sale. |
Sales
by our affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current
public information about us.
7 |
PLAN
OF DISTRIBUTION
Streeterville
may, from time to time, sell any or all of its shares of our common stock on any stock exchange, market or trading facility on which
the shares are then traded or in private transactions. These sales may be at fixed or negotiated prices. Streeterville may use any one
or more of the following methods when selling shares:
|
● |
ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
|
|
|
|
● |
block
trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction; |
|
|
|
|
● |
purchases
by a broker-dealer as principal and resale by the broker-dealer for its account; |
|
|
|
|
● |
an
exchange distribution in accordance with the rules of the applicable exchange; |
|
|
|
|
● |
privately
negotiated transactions; |
|
|
|
|
● |
short
sales effected after the date the registration statement of which this prospectus is a part is declared effective by the SEC; |
|
|
|
|
● |
transactions
involving broker-dealers that may agree with Streeterville to sell a specified number of such shares at a stipulated price per share; |
|
|
|
|
● |
any
other method permitted pursuant to applicable law; and |
|
|
|
|
● |
a
combination of any such methods of sale. |
Broker-dealers
engaged by Streeterville may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts
from Streeterville (or, if any broker-dealer acts as agent for the purchaser of the shares, from the purchaser) in amounts to be negotiated
between the parties. We do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.
Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts
or commissions under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, attributable to the
sale of shares will be borne by Streeterville. Streeterville may agree to indemnify any agent, dealer or broker-dealer that participates
in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act.
Streeterville
may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by it and, if it defaults
in the performance of its secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time
to time under this prospectus after we have filed a supplement to this prospectus under Rule 424(b)(3) or other applicable provision
of the Securities Act supplementing or amending the list of selling stockholders to include the pledgees or secured parties as selling
stockholders under this prospectus.
Streeterville
also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest
will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under
this prospectus after we have filed a supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities
Act supplementing or amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as
selling stockholders under this prospectus.
Streeterville
is an “underwriter” within the meaning of the Securities Act. Any broker-dealers or agents that are involved in selling
the shares of common stock held by Streeterville or its transferees, pledgees or other successors in interest may also be deemed
to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed
to be underwriting commissions or discounts under the Securities Act.
8 |
We
are required to pay all fees and expenses incident to the registration of the shares of common stock held by Streeterville. We have agreed
to indemnify Streeterville against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
Streeterville
has advised us that it has not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding
the sale of its shares of common stock, nor is there an underwriter or coordinating broker-dealer acting in connection with a proposed
sale of common stock by Streeterville. If we are notified by Streeterville that any material arrangement has been entered into with an
underwriter or broker-dealer for the sale of shares of its common stock, if required, we will file a supplement to this prospectus. If
Streeterville uses this prospectus for the sale of any its shares of common stock, it will be subject to the prospectus delivery requirements
of the Securities Act.
In
order to comply with the securities laws of some states, if applicable, the common stock held by Streeterville or its transferees, pledgees
or other successors in interest may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition,
in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration
or qualification requirements is available and is complied with.
We have advised Streeterville
that, while the Securities Purchase Agreement is in effect, the anti-manipulation rules of Regulation M under the Exchange Act
prohibit Streeterville, and any other distribution participants that are participating in the distribution of our securities, from:
(i) engaging in market making activities (e.g., placing bids or making purchases to stabilize the price of the common stock), and
(ii) purchasing shares in the open market. In addition, to the extent applicable, we will make copies of this prospectus (as it
may be supplemented or amended from time to time) available to Streeterville for the purpose of satisfying the prospectus delivery requirements
of the Securities Act. Streeterville may indemnify any broker-dealer that participates in transactions involving the sale of the shares
against certain liabilities, including liabilities arising under the Securities Act.
We
have agreed with Streeterville to keep the registration statement of which this prospectus is a part effective until such time as all
of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement.
DIVIDEND
POLICY
We
have never paid any dividends on our common stock and do not intend to pay any dividends on our common stock in the foreseeable future.
We intend to use any cash generated from our operations for reinvestment in the growth of our business. Any determination to pay dividends
in the future will be made by our board of directors and will depend upon our results of operations, financial condition, contractual
restrictions and growth plan, restrictions imposed by applicable law, and other factors deemed relevant by our board of directors. There
are no restrictions that currently limit our ability to pay dividends on our common stock other than those generally imposed by applicable
state law.
DESCRIPTION
OF CAPITAL STOCK
The
following description is only a summary and is qualified in its entirety by reference to the actual terms and provisions of the capital
stock contained in our Certificate of Incorporation and our Bylaws.
General
Our
authorized capital stock consists of 800,000,000 shares of common stock, $0.01 par value per share, and 1,000,000 shares of preferred
stock, $1.00 par value per share. As of the date of this prospectus, there were 15,425,958 shares of our common stock issued and
outstanding held by approximately 36 holders of record, and no shares of our preferred stock issued and outstanding.
9 |
Common
Stock
Our
certificate of incorporation authorizes us to issue up to 800,000,000 shares of common stock, $0.01 par value per share. Each holder
of our common stock is entitled to one (1) vote for each share held of record on all voting matters we present for a vote of stockholders,
including the election of directors. Holders of common stock have no cumulative voting rights or preemptive rights to purchase or subscribe
for any stock or other securities, and there are no conversion rights or redemption or sinking fund provisions with respect to our common
stock. All shares of our common stock are entitled to share equally in dividends from sources legally available when, and if, declared
by our board of directors.
Our
board of directors is authorized to issue additional shares of common stock not to exceed the amount authorized by our certificate of
incorporation on such terms and conditions and for such consideration as our board of directors may deem appropriate without further
stockholder action.
In
the event of our liquidation or dissolution, all shares of our common stock are entitled to share equally in our assets available for
distribution to stockholders. However, the rights, preferences and privileges of the holders of our common stock are subject to, and
may be adversely affected by, the rights of the holders of shares of preferred stock that have been issued or shares of preferred stock
that our board of directors may decide to issue in the future.
Preferred
Stock
Our
certificate of incorporation authorizes us to issue up to 1,000,000 shares of preferred stock, $1.00 par value per share. Our board of
directors is authorized, without further action by the stockholders, to issue shares of preferred stock and to fix the designations,
number, rights, preferences, privileges, and restrictions thereof, including dividend rights, conversion rights, voting rights, terms
of redemption, liquidation preferences and sinking fund terms. We believe that our board of directors’ power to set the terms of
the preferred stock, and our ability to issue preferred stock, will provide us with flexibility in connection with possible financing
or acquisition transactions in the future. The issuance of preferred stock, however, could adversely affect the voting power of holders
of common stock and decrease the amount of any liquidation distribution to such holders. The presence of outstanding preferred stock
could also have the effect of delaying, deterring, or preventing a change in control of us.
Section
203 of the Delaware General Corporation Law
We
are subject to the provisions of Section 203 of the Delaware General Corporation Law (the “DGCL”) regulating corporate takeovers.
This statute prevents certain Delaware corporations, under certain circumstances, from engaging in a “business combination”
with:
●
a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);
●
an affiliate of an interested stockholder; or
●
an associate of an interested stockholder,
for
three years following the date that the stockholder became an interested stockholder. A “business combination” includes a
merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:
●
our board of directors approves the transaction that made the stockholder an “interested stockholder” prior to the date of
the transaction; or
●
after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at
least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock.
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company.
10 |
Listing
Our
common stock is listed on The Nasdaq Capital Market under the symbol “RIME.”
EXPERTS
Our
consolidated financial statements as of and for the year ended December 31, 2025 that are incorporated by reference in this prospectus
have been audited by M&K CPAS, PLLC, an independent registered public accounting firm. The audit report issued by M&K CPAS, PLLC
in connection therewith includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a
going concern. Such consolidated financial statements have been incorporated herein by reference in reliance on their authority as experts
in accounting and auditing.
Our
consolidated financial statements as of and for the year ended December 31, 2024 that are incorporated by reference in this prospectus
have been audited by Marcum LLP, an independent registered public accounting firm. The audit report issued by Marcum LLP in connection
therewith includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.
Such consolidated financial statements have been incorporated herein by reference in reliance on their authority as experts in accounting
and auditing.
LEGAL
MATTERS
Certain
legal matters with respect to the validity of the securities being offered by this prospectus will be passed upon by Sichenzia Ross Ference
Carmel LLP, New York, New York.
WHERE
YOU CAN FIND MORE INFORMATION
We
have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities offered by this
prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth
in the registration statement, some of which is contained in exhibits to the registration statement as permitted by the rules and regulations
of the SEC. For further information with respect to us and our common stock, we refer you to the registration statement, including the
exhibits filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract
or any other document is not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement,
please see the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document
filed as an exhibit is qualified in all respects by the filed exhibit.
We
are subject to the information and reporting requirements of the Exchange Act and, in accordance therewith, are required to file periodic
reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information
statements and other information regarding issuers that file electronically with the SEC. You may obtain documents that we file with
the SEC at www.sec.gov . Additionally, we will make these filings available, free of charge, on our website at https://algoholdings.com/filings
as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC. You may access these
materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information
contained on our website is not incorporated herein by reference or otherwise made a part of this prospectus and the inclusion of our
website address in this prospectus constitutes an inactive textual reference only.
11 |
INCORPORATION
OF DOCUMENTS BY REFERENCE
The
SEC allows us to “incorporate by reference” into this prospectus the information we file with the SEC, which means that we
can disclose important information to you by referring you to those documents. The information incorporated by reference is considered
to be part of this prospectus. Information that we subsequently file with the SEC will automatically update and supersede the information
contained in this prospectus. In all cases, you should rely on the subsequently filed information rather than different information included
in this prospectus. The following documents have been filed by us with the SEC and are incorporated by reference into this prospectus:
|
● |
our
Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on April 2, 2026; |
|
|
|
|
● |
our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2026, filed with the SEC on April 2, 2026; |
|
|
|
|
● |
our
Current Reports on Form 8-K filed with the SEC on January
23, 2026 , February
23, 2026 , February
27, 2026 , and May 21, 2026 ; and |
|
|
|
|
● |
the
description of our common stock contained in Exhibit 4.1 to our Annual Report on Form 10-K filed with the SEC on July 14, 2022, and
any amendments or reports filed for the purpose of updating, amending, or otherwise modifying such description. |
All
reports and other documents that we subsequently file with the SEC (other than any portion of such filings that are furnished under applicable
SEC rules rather than filed) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and
before the later of: (1) the completion of the offering of our shares of common stock pursuant to this prospectus, and (2) the date we
stop offering our shares of common stock pursuant to this prospectus, will be deemed to be incorporated by reference into this prospectus
and to be part of this prospectus from the date of filing of such reports and documents.
You
should not assume that the information in this prospectus or any document incorporated by reference is accurate as of any date other
than the date of the applicable document. Any statement contained in a document incorporated or deemed to be incorporated by reference
into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained
in this prospectus or any other subsequently filed document that is incorporated or deemed to be incorporated by reference into this
prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or
superseded, to constitute a part of this prospectus.
You
may request a copy of any or all documents referred to above that have been or may be incorporated by reference into this prospectus
(excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number:
Algorhythm
Holdings, Inc.
6301
NW 5th Way, Suite 2900
Fort
Lauderdale, FL 33309
(954)
800-0425
12 |
Resale
of Up to 10,000,000 Shares of Common Stock
Algorhythm
Holdings, Inc.
PRELIMINARY
PROSPECTUS
|
PART
II – INFORMATION NOT REQUIRED IN PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution
The
following table sets forth all costs and expenses, other than the estimated placement agent fees and commissions payable by us, in connection
with the offer and sale of the securities being registered. All amounts shown are estimates except for the SEC registration fee.
| |
Amount | |
SEC registration fee | |
$ | 1,464 | |
Legal fees and expenses | |
| 37,500 | |
Accounting fees and expenses | |
| 30,000 | |
Miscellaneous fees and expenses | |
| 10,000 | |
Total | |
$ | 67,464 | |
Item
14. Indemnification of Directors and Officers
The
following summary is qualified in its entirety by reference to the complete Delaware General Corporation Law (the “DGCL”),
our certificate of incorporation, as amended, and our by-laws, as amended.
Section
145 of the DGCL provides, generally, that a corporation shall have the power to indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or proceeding (except actions by or in the right of the corporation)
by reason of the fact that such person is or was a director, officer, employee or agent of the corporation against all expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding
if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
A corporation may similarly indemnify such person for expenses actually and reasonably incurred by such person in connection with the
defense or settlement of any action or suit by or in the right of the corporation, provided that such person acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in the case of claims,
issues and matters as to which such person shall have been adjudged liable to the corporation, provided that a court shall have determined,
upon application, that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which such court shall deem proper.
Our
certificate of incorporation and bylaws provide that we will indemnify each person who was or is a party or is threatened to be made
a party or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of us) by reason of the fact that he or she is or was, or has agreed to become,
our director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee
of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee
benefit plan) (all such persons being referred to as an “Indemnitee”), or by reason of any action alleged to have been taken
or omitted in such capacity, against all expenses (including attorneys’ fees), liabilities, losses, judgments, fines (including
excise taxes and penalties arising from the Employee Retirement Income Security Act of 1974), and amounts paid in settlement actually
and reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom, if such Indemnitee acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal
action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. Our certificate of incorporation
and bylaws also provide that we will indemnify any Indemnitee who was or is a party to an action or suit by or in the right of us to
procure a judgment in our favor by reason of the fact that the Indemnitee is or was, or has agreed to become, our director or officer,
or is or was serving, or has agreed to serve, at our request as a director, officer, trustee, partner, managing member, fiduciary, employee
or agent of any other corporation, limited liability company, partnership, joint venture, trust or other enterprise, or by reason of
any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) and, to the
extent permitted by law, amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding,
and any appeal therefrom, if the Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed
to, our best interests, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person
shall have been adjudged to be liable to us, unless a court determines that, despite such adjudication but in view of all of the circumstances,
he or she is entitled to indemnification of such expenses. Notwithstanding the foregoing, to the extent that any Indemnitee has been
successful, on the merits or otherwise, he or she will be indemnified by us against all expenses (including attorneys’ fees) actually
and reasonably incurred by him or her or on his or her behalf in connection therewith. If we do not assume the defense, expenses must
be advanced to an Indemnitee under certain circumstances.
II- 1 |
Our
board of directors has approved a form of indemnification agreement that has been executed by each of our directors and executive officers.
In general, these agreements provide that we will indemnify the director or executive officer to the fullest extent permitted by law
for claims arising in his or her capacity as a director or executive officer of our company or in connection with their service at our
request for another corporation or entity. The indemnification agreements also provide for procedures that will apply in the event that
a director or executive officer makes a claim for indemnification and establish certain presumptions that are favorable to the director
or executive officer.
Section
102(b)(7) of the DGCL provides, generally, that our certificate of incorporation may contain a provision eliminating or limiting the
personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director,
provided that such provision may not eliminate or limit the liability of: (i) a director or officer for any breach of the director’s
duty of loyalty to the corporation or its shareholders, (ii) a director for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) a director under section 174 of the DGCL, or (iv) a director for any transaction from
which the director derived an improper personal benefit. No such provision may eliminate or limit the liability of a director for any
act or omission occurring prior to the date when such provision became effective.
Our
certificate of incorporation provides that none of our directors shall be personally liable to us or our stockholders for monetary damages
for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability, except to the extent that
the DGCL prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty.
Additionally,
we maintain a general liability insurance policy that covers certain liabilities of our directors and officers arising out of claims
based on acts or omissions in their capacities as directors or officers.
Item
15. Recent Sales of Unregistered Securities
Set
forth below is information regarding securities issued by us within the last three years which were not registered under the Securities
Act of 1933, as amended.
|
● |
On
November 20, 2023, we entered into a stock purchase agreement with Regalia Ventures pursuant to which we sold 5,495 shares of our
common stock to Regalia Ventures at a purchase price of $182 per share. Net proceeds from the transaction were approximately $950,000,
net of transaction fees of approximately $50,000. On November 1, 2024, we entered into a stock repurchase agreement with Regalia
Ventures pursuant to which we agreed to repurchase the 5,495 shares for $472,527. On February 18, 2025, the date of the closing of
the transaction, we issued a promissory note to Regalia Ventures in the amount of $472,527. On February 27, 2025, we paid off the
note in full. |
|
|
|
|
● |
On
November 20, 2023, we entered into a stock purchase agreement with Stingray Group pursuant to which we sold 5,495 shares of our common
stock to Stingray Group at a purchase price of $182 per share. Net proceeds from the transaction were approximately $950,000, net
of transaction fees of approximately $50,000. On December 3, 2024, we entered into a stock repurchase agreement with Stingray Group
pursuant to which we agreed to repurchase the 5,495 shares for $285,714. We agreed to issue a promissory note to Stingray Group in
the principal amount of the purchase price of the shares at the closing of the transaction. On February 18, 2025, the date of the
closing of the transaction, we issued a promissory note to Stingray Group in the amount of $285,714. On April 3, 2025, we paid off
the note in full. |
|
● |
On
August 9, 2024, we issued an aggregate of 3,873 shares of restricted common stock to three consultants pursuant to consulting agreements
that we entered into with each of them. |
|
|
|
|
● |
On
August 9, 2024, we issued 472 shares of common stock to Vivek Sehgal as bonus compensation earned under his employment agreement
with SemiCab Holdings, LLC (“SemiCab Holdings”). |
|
|
|
|
● |
On
October 24, 2024, we sold a total of 11,500 shares of our common stock and notes in the aggregate principal amount of $2,352,941
to accredited investors for total proceeds of $2,000,000 net of original issue discount of $352,941. Univest Securities served as
the placement agent in the offering and received seven percent of the gross proceeds received by us and reimbursement of the legal
fees of its counsel. We repaid all of the notes in December 2024. |
II- 2 |
|
● |
On
February 13, 2025, we issued a non-qualified stock option to purchase 23,818 shares of our common stock and a restricted stock award
for 23,818 shares of our common stock to Alex Andre pursuant to the terms of the employment agreement that he entered into with us
in connection with his appointment as our Chief Financial Officer and General Counsel. The option has a ten-year term, subject to
any earlier termination following cessation of Mr. Andre’s service with us, and an exercise price per share equal to the closing
price of our common stock as reported by the Nasdaq on February 13, 2025. The restricted stock award and option shall each vest over
four years as follows: (a) 25% of the shares underlying the restricted stock award and option shall vest on the first anniversary
of the grant date; and (b) six and one-quarter percent (6.25%) of the shares underlying the restricted stock award and option shall
vest each quarter thereafter, subject to Mr. Andre’s continued service with us through each applicable vesting date. |
|
|
|
|
● |
On
May 2, 2025, we and SemiCab Holdings entered into an equity purchase agreement with SemiCab, Inc. pursuant to which: (i) SemiCab
Holdings purchased 9,999 shares of the issued and outstanding equity shares, Rs. 10 par value, of SMCB, representing 99.99% of the
issued and outstanding equity shares of SMCB, for $1,750,000, the payment of which amount was evidenced by the issuance of a promissory
note by us to SemiCab, Inc., and (ii) we purchased the 20% membership interest in SemiCab Holdings then held by SemiCab, Inc. for
aggregate consideration consisting of 119,742 shares of our common stock. The acquisition was completed on May 2, 2025. |
|
|
|
|
● |
On
August 21, 2025, we entered into a securities purchase agreement with Streeterville pursuant
to which we agreed to issue and sell to Streeterville shares of our common stock in one or
more Pre-Paid Purchases for an aggregate purchase price of up to $20,000,000. We also agreed
to issue 95,694 shares of our common stock to Streeterville as a commitment fee for the pre-paid
purchase facility established under the securities purchase agreement. The transaction closed
on August 21, 2025. Univest Securities, LLC (“Univest”) served as the placement
agent in the offering.
The
securities purchase agreement provides for an initial Secured Pre-Paid Purchase in the principal amount of $4,390,000, before deducting
an original issue discount of $360,000 and transaction expenses of $30,000 (the “First Pre-Paid Purchase”), the terms
of which are set forth on Secured Pre-Paid Purchase #1. The First Pre-Paid Purchase accrues interest at the rate of nine percent
per annum and has a maturity date of three years. We paid Univest a cash fee equal to eight percent of the aggregate gross proceeds
that we received from the First Pre-Paid Purchase.
|
|
|
|
|
● |
On
November 13, 2025, we entered into Secured Pre-Paid Purchase #2 with Streeterville which
provides for a second Pre-Paid Purchase in the principal amount of $5,450,000, before deducting
an original issue discount of $450,000 (the “Second Pre-Paid Purchase”). The
Second Pre-Paid Purchase accrues interest at the rate of nine percent per annum and has a
maturity date of three years.
The
Second Pre-Paid Purchase was similar to the First Pre-Paid Purchase, however the Second Pre-Paid Purchase is secured by cash in an
amount not less than the lesser of: (i) $4,500,000, and (ii) 90% of the then-current outstanding balance of the Second Pre-Paid Purchase.
The secured funds are being held in a deposit account (the “DACA Account”) held by RIME Holdings, LLC, a Utah limited
liability company and wholly-owned subsidiary of ours that we formed in connection with this transaction (“RIME Holdings”),
pursuant to a Deposit Account Control Agreement, dated November 13, 2025, by and among RIME Holdings, Lakeside Bank, an Illinois
banking company (“Lakeside Bank”), and Streeterville. Accordingly, of the $5,000,000 proceeds that we received from the
Second Pre-Paid Purchase, $4,500,000 were placed in the DACA Account.
We
entered into a new placement agency agreement with Univest that superseded the placement agency agreement that we previously entered
into with them on August 21, 2025. We agreed to pay Univest a cash fee equal to eight percent of the aggregate gross proceeds that
we receive from any Pre-Paid Purchases that we complete and reimburse Univest for legal fees in the amount of $50,000.
|
|
● |
On
December 19, 2025, we entered into Secured Pre-Paid Purchase #3 with Streeterville which 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 per annum and has a maturity date of three years. We paid
Univest a cash fee equal to eight percent of the aggregate gross proceeds that we received from the Third Pre-Paid Purchase. |
|
|
|
|
● |
On
February 17, 2026, we entered into Secured Pre-Paid Purchase #4 with Streeterville which
provides for a fourth Pre-Paid Purchase in the principal amount of $10,355,000, before deducting
an original issue discount of $855,000 (the “Fourth Pre-Paid Purchase”). The
Fourth Pre-Paid Purchase accrues interest at the rate of nine percent per annum and has a
maturity date of three years. The Fourth Pre-Paid Purchase is similar to the Second Pre-Paid
Purchase in that the Fourth Pre-Paid Purchase is secured by cash in an amount not less than
the lesser of: (i) $3,500,000, and (ii) 90% of the then-current outstanding balance of the
Fourth Pre-Paid Purchase. Accordingly, of the $9,500,000 in proceeds that we received from
the Fourth Pre-Paid Purchase, $3,500,000 was placed in the DACA Account.
We
paid Univest a cash fee equal to eight percent of the aggregate gross proceeds received by us from the Fourth Pre-Paid Purchase that
were not placed in the DACA Account. We will pay Univest a cash fee equal to eight percent of the funds held in the DACA Account
when they are released to us.
|
We
completed the offer and sale of these securities to accredited investors in private placement transactions that were 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 and, unless otherwise noted, without payment of underwriting discounts or commissions to any person.
II- 3 |
Item
16. Exhibits and Financial Statement Schedules.
(a)
Exhibits : Reference is made to the Exhibit Index following the signature pages hereto, which Exhibit Index is hereby incorporated
into this Item.
Exhibit
No. |
|
Description |
|
|
|
2.1‡ |
|
Asset Purchase Agreement, dated June 11, 2024, by and among Algorhythm Holdings, Inc., SemiCab, Inc. and SemiCab Holdings, LLC (incorporated by reference to Exhibit 2.1 in Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on June 12, 2024).
|
|
|
|
2.2 |
|
Amendment No. 1 to Asset Purchase Agreement dated July 1, 2024, by and among Algorhythm Holdings, Inc., SemiCab, Inc. and SemiCab Holdings LLC (incorporated by reference to Exhibit 2.2 in Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on July 5, 2024).
|
|
|
|
3.1 |
|
Certificate of Incorporation of Algorhythm Holdings, Inc. filed with the Delaware Secretary of State on February 15, 1994 and amendments through April 14, 1999 (incorporated by reference to Exhibit 3.1 in Algorhythm Holdings, Inc.’s Registration Statement on Form SB-2 filed with the SEC on March 7, 2000). |
|
|
|
3.2 |
|
Certificate of Amendment to Certificate of Incorporation of Algorhythm Holdings, Inc. filed with the Delaware Secretary of State on September 29, 2000 (incorporated by reference to Exhibit 3.1 in Algorhythm Holdings, Inc.’s Quarterly Report on Form 10-QSB for the period ended September 30, 1999 filed with the SEC on November 14, 2000). |
|
|
|
3.3 |
|
Corrected Certificate of Amendment to Certificate of Incorporation of Algorhythm Holdings, Inc. filed with the Delaware Secretary of State on March 27, 2001 (incorporated by reference to Exhibit 3.13 in Algorhythm Holdings, Inc.’s Registration Statement on Form SB-2 filed with the SEC on April 11, 2001). |
|
|
|
3.4 |
|
Corrected Certificate of Amendment to Certificate of Incorporation of Algorhythm Holdings, Inc. filed with the Delaware Secretary of State on April 4, 2001 (incorporated by reference to Exhibit 3.12 in Algorhythm Holdings, Inc.’s Registration Statement on Form SB-2 filed with the SEC on April 11, 2001).
|
|
|
|
3.5 |
|
Certificate of Correction to Corrected Certificate of Amendment to Certificate of Incorporation of Algorhythm Holdings, Inc. filed with the Delaware Secretary of State on April 20, 2001 (incorporated by reference to Algorhythm Holdings, Inc.’s Transition Report on Form 10-KT filed with the SEC on July 14, 2022).
|
|
|
|
3.6 |
|
Certificate of Amendment to the Certificate of Incorporation of Algorhythm Holdings, Inc. filed with the Delaware Secretary of State on January 27, 2006 (incorporated by reference to Algorhythm Holdings, Inc.’s Transition Report on Form 10-KT filed with the SEC on July 14, 2022).
|
|
|
|
3.7 |
|
Certificate for Renewal and Revival of Charter of Algorhythm Holdings, Inc. filed with Delaware Secretary of State on September 25, 2012 (incorporated by reference to Algorhythm Holdings, Inc.’s Transition Report on Form 10-KT filed with the SEC on July 14, 2022).
|
|
|
|
3.8 |
|
Certificate of Amendment of Certificate of Incorporation of Algorhythm Holdings, Inc. filed with the Delaware Secretary of State on May 19, 2022 (incorporated by reference to Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on May 25, 2022).
|
|
|
|
3.9 |
|
Amended By-Laws of Algorhythm Holdings, Inc. (incorporated by reference to Exhibit 3.14 in Algorhythm Holdings, Inc.’s Transition Report on Form 10-KTSB for the year ended March 31, 2001 filed with the SEC on June 29, 2001).
|
|
|
|
3.10 |
|
Certificate of Amendment of Certificate of Incorporation of Algorhythm Holdings, Inc. dated August 27, 2024 (incorporated by reference to Exhibit 3.1 in Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on September 6, 2024).
|
|
|
|
3.11 |
|
Amendment No. 1 to Amended By-laws of Algorhythm Holdings, Inc., effective October 18, 2024 (incorporated by reference to Exhibit 3.1 in Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on October 21, 2024).
|
|
|
|
3.12 |
|
Certificate of Amendment to the Certificate of Incorporation of Algorhythm Holdings, Inc. filed with the Delaware Secretary of State on January 14, 2025 (incorporated by reference to Exhibit 3.1 in Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on January 17, 2025). |
|
|
|
5.1* |
|
Opinion of Sichenzia Ross Ference Carmel LLP. |
II- 4 |
10.1 |
|
Lease, dated July 31, 2011, by and between Algorhythm Holdings, Inc. and Lakeside IV, LLC (incorporated by reference to Algorhythm Holdings, Inc.’s Current Report on Form 10-KT filed with the SEC on June 29, 2011). |
|
|
|
10.2+ |
|
The Singing Machine 2022 Equity Incentive Plan (incorporated by reference to Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on April 18, 2022). |
|
|
|
10.3 |
|
Form of Indemnification Agreement to be entered into with Algorhythm Holdings, Inc. and each of its officers and directors (incorporated by reference to Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on May 27, 2022). |
|
|
|
10.4 |
|
Loan Agreement, dated March 28, 2024, by and between Algorhythm Holdings, Inc. and Oxford Commercial Finance (incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K filed with the SEC on April 3, 2024). |
|
|
|
10.5 |
|
Revolving Credit Note, dated March 28, 2024, issued by Algorhythm Holdings, Inc. in favor of Oxford Commercial Finance (incorporated by reference to Exhibit 10.2 in the Company’s Current Report on Form 8-K filed with the SEC on April 3, 2024). |
|
|
|
10.6 |
|
Security Agreement, dated March 28, 2024, by and between Algorhythm Holdings, Inc. and Oxford Commercial Finance (incorporated by reference to Exhibit 10.3 in the Company’s Current Report on Form 8-K filed with the SEC on April 3, 2024). |
|
|
|
10.7 |
|
Operating Agreement, dated July 3, 2024, by and among Algorhythm Holdings, Inc., SemiCab Holdings, LLC and SemiCab, Inc. (incorporated by reference to Exhibit 10.1 in Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on June 12, 2024). |
|
|
|
10.8 |
|
At-The-Market Issuance Sales Agreement, dated June 26, 2024, by and between Algorhythm Holdings, Inc. and Ascendiant Capital Markets, LLC (incorporated by reference to Exhibit 1.1 in Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on June 27, 2024).
|
|
|
|
10.9 |
|
Amendment to At-The-Market Issuance Sales Agreement, dated July 8, 2024, by and between Algorhythm Holdings, Inc. and Ascendiant Capital Markets, LLC (incorporated by reference to Exhibit 10.1 in Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on July 9, 2024). |
|
|
|
10.10 |
|
Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 in the Company’s Form 8-K filed with the SEC on October 24, 2024). |
|
|
|
10.11 |
|
Form of Original Issue Discount Senior Secured Note (incorporated by reference to Exhibit 10.2 in the Company’s Form 8-K filed with the SEC on October 24, 2024). |
10.12 |
|
Form of Guarantee (incorporated by reference to Exhibit 10.3 in the Company’s Form 8-K filed with the SEC on October 24, 2024). |
|
|
|
10.13 |
|
Stock Repurchase Agreement, dated November 1, 2024, by and between Algorhythm Holdings, Inc. and Regalia Ventures, LLC (incorporated by reference to Exhibit 10.1 in the Company’s Form 8-K filed with the SEC on November 7, 2024). |
|
|
|
10.14 |
|
Stock Repurchase Agreement, dated December 3, 2024, by and between Algorhythm Holdings, Inc. and Stingray Group, Inc. (incorporated by reference to Exhibit 10.3 in Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on December 6, 2024). |
|
|
|
10.15 |
|
Form of Series A Warrant, dated December 4, 2024 (incorporated by reference to Exhibit 4.1 in Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on December 6, 2024). |
|
|
|
10.16 |
|
Form of Series B Warrant, dated December 4, 2024 (incorporated by reference to Exhibit 4.2 in Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on December 6, 2024). |
|
|
|
10.17 |
|
Form of Pre-Funded Warrant, dated December 4, 2024 (incorporated by reference to Exhibit 4.3 in Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on December 6, 2024). |
|
|
|
10.18 |
|
Form of Securities Purchase Agreement, dated December 4, 2024 (incorporated by reference to Exhibit 10.1 in Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on December 6, 2024). |
II- 5 |
10.19 |
|
Placement Agency Agreement, dated December 4, 2024, between Algorhythm Holdings, Inc. and Univest Securities, LLC (incorporated by reference to Exhibit 10.2 in Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on December 6, 2024). |
|
|
|
10.20 |
|
Form of Securities Purchase Agreement dated December 17, 2024 (incorporated by reference to Exhibit 10.1 in Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on December 18, 2024). |
|
|
|
10.21 |
|
Placement Agency Agreement, dated December 17, 2024, between Algorhythm Holdings, Inc. and Univest Securities, LLC (incorporated by reference to Exhibit 10.2 in Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on December 18, 2024). |
|
|
|
10.22+ |
|
Employment Agreement, dated February 12, 2025, between Algorhythm Holdings, Inc. and Alex Andre (incorporated by reference to Exhibit 10.1 in Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on February 18, 2025). |
|
|
|
10.23 |
|
Stock Option, dated February 13, 2025, issued by Algorhythm Holdings, Inc. to Alex Andre (incorporated by reference to Exhibit 10.2 in Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on February 18, 2025). |
|
|
|
10.24 |
|
Restricted Stock Award, dated February 13, 2025, issued by Algorhythm Holdings, Inc. to Alex Andre (incorporated by reference to Exhibit 10.3 in Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on February 18, 2025). |
|
|
|
10.25 |
|
Equity Purchase Agreement, dated May 2, 2025, by and among Algorhythm Holdings, Inc., SemiCab Holdings, LLC and SemiCab, Inc. (incorporated by reference to Exhibit 10.1 in Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on May 8, 2025). |
|
|
|
10.26 |
|
Promissory Note, dated May 2, 2025, issued by Algorhythm Holdings, Inc. in favor of SemiCab, Inc. (incorporated by reference to Exhibit 10.2 in Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on May 8, 2025). |
|
|
|
10.27 |
|
Amended and Restated Limited Liability Company Agreement of SemiCab Holdings, LLC, dated May 2, 2025, by and among Algorhythm Holdings, Inc., SemiCab Holdings, LLC, Ajesh Kapoor and Vivek Sehgal (incorporated by reference to Exhibit 10.3 in Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on May 8, 2025). |
|
|
|
10.28‡ |
|
Asset Purchase Agreement, dated August 1, 2025, by and among Algorhythm Holdings, Inc., The Singing Machine Company, Inc. and Stingray Music USA, Inc. (incorporated by reference to Exhibit 10.1 in Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on August 7, 2025). |
|
|
|
10.29 |
|
Securities Purchase Agreement, dated August 21, 2025, by and among Algorhythm Holdings, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.1 in Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on August 27, 2025). |
|
|
|
10.30 |
|
Secured Pre-Paid Purchase #1, dated August 21, 2025, by and among Algorhythm Holdings, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.2 in Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on August 27, 2025). |
|
|
|
10.31 |
|
Security Agreement, dated August 21, 2025, by and among Algorhythm Holdings, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.3 in Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on August 27, 2025). |
II- 6 |
10.32 |
|
Guaranty, dated August 21, 2025, by and among SemiCab Holdings, LLC, SMCB Solutions Private Limited, and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.4 in Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on August 27, 2025). |
|
|
|
10.33 |
|
Secured Pre-Paid Purchase #2, dated November 13, 2025, by and between Algorhythm Holdings, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.6 in Algorhythm Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 19, 2025). |
|
|
|
10.34 |
|
Deposit Account Control Agreement, dated November 13, 2025, by and among RIME Holdings, LLC, Lakeside Bank and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.7 in Algorhythm Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 19, 2025). |
|
|
|
10.35 |
|
Guaranty, dated November 13, 2025, issued by RIME Holdings, LLC for the benefit of Streeterville Capital, LLC (incorporated by reference to Exhibit 10.8 in Algorhythm Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 19, 2025). |
|
|
|
10.36+ |
|
Amendment to the Algorhythm Holdings, Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 in Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on November 26, 2025). |
|
|
|
10.37 |
|
Secured Pre-Paid Purchase #3, dated December 19, 2025, by and among Algorhythm Holdings, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.2 in Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on December 29, 2025). |
|
|
|
10.38 |
|
Secured Pre-Paid Purchase #4, dated February 17, 2026, by and among Algorhythm Holdings, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.2 in Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on February 23, 2026). |
|
|
|
10.39 |
|
Guaranty, dated February 17, 2026, issued by RIME Holdings, LLC for the benefit of Streeterville Capital, LLC (incorporated by reference to Exhibit 10.4 in Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on February 23, 2026). |
|
|
|
10.40+ |
|
Amended and Restated Employment Agreement, dated February 23, 2026, by and between Algorhythm Holdings, Inc. and Gary Atkinson (incorporated by reference to Exhibit 10.1 in Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on February 27, 2026). |
|
|
|
10.41 |
|
Stock Option, dated February 23, 2026, by and between Algorhythm Holdings, Inc. and Gary Atkinson (incorporated by reference to Exhibit 10.2 in Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on February 27, 2026). |
|
|
|
10.42 |
|
Forbearance Agreement, dated May 9, 2026, by and between Algorhythm Holdings, Inc. and SemiCab, Inc. (incorporated by reference to Exhibit 10.1 in Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on May 11, 2026). |
|
|
|
23.1* * |
|
Consent of M&K CPAS, PLLC |
|
|
|
23.2** |
|
Consent of Marcum LLP |
|
|
|
23.3* |
|
Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.1) |
|
|
|
101.INS |
|
Inline
XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within
the Inline XBRL document. |
|
|
|
101.SCH |
|
Inline
XBRL Taxonomy Extension Schema Document. |
|
|
|
101.CAL |
|
Inline
XBRL Taxonomy Extension Calculation Linkbase Document. |
|
|
|
101.DEF |
|
Inline
XBRL Taxonomy Extension Definition Linkbase Document. |
|
|
|
101.LAB |
|
Inline
XBRL Taxonomy Extension Label Linkbase Document. |
|
|
|
101.PRE |
|
Inline
XBRL Taxonomy Extension Presentation Linkbase Document. |
|
|
|
104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
|
|
|
107* |
|
Filing Fee Table |
*
Previously filed
**
Furnished herewith
+
Compensatory plan or arrangement
‡
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 SEC upon request.
II- 7 |
Item
17. Undertakings.
The
undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation
of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement;
and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement; provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii)
above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports
filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed
pursuant to Rule 424(b) that is part of the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act to any purchaser:
(A)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and
(B)
Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements
relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into
the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of
sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part
of the registration statement or made in any such document immediately prior to such date of first use.
II- 8 |
(5)
That for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution
of securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to any charter provision, by law or otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue.
The
undersigned registrant hereby undertakes that:
(1)
For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared
effective.
(2)
For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
II- 9 |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized in the City of Fort Lauderdale, State of Florida, on May 27, 2026.
|
ALGORHYTHM
HOLDINGS, INC. |
|
|
|
By:
|
/s/
Gary Atkinson |
|
|
Gary
Atkinson |
|
|
Chief
Executive Officer
(Principal
Executive Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities
and on the dates indicated.
Name |
|
Position |
|
Date |
|
|
|
|
|
/s/
Gary Atkinson |
|
Chief Executive Officer, Secretary and Chairman of
the Board of Directors |
|
May
27, 2026 |
Gary Atkinson |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
*
|
|
Chief Financial Officer
and General Counsel |
|
May
27, 2026 |
Alex Andre |
|
(Principal Financial and Accounting Officer) |
|
|
|
|
|
|
|
* |
|
Director |
|
May
27, 2026 |
Harvey Judkowitz |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
May
27, 2026 |
Bernardo Melo |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
May
27, 2026 |
Ajesh Kapoor |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
May
27, 2026 |
Scott Thorn |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
May
27, 2026 |
Kapil Gupta |
|
|
|
|
*By: |
/s/
Gary Atkinson |
|
|
Gary
Atkinson |
|
|
Attorney-In-Fact |
|
II- 10 |
### EX-23.1 - EX-23.1
EX-23.1
2
ex23-1.htm
EX-23.1
Exhibit
23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated April 1, 2026 relating
to the consolidated financial statements of Algorhythm Holdings, Inc. as of and for the year ended December 31, 2025 and the reference
to our firm under the caption “Experts” in the Registration Statement.
/s/
M&K CPAS, PLLC
The
Woodlands, TX
May
27, 2026
|
### EX-23.2 - EX-23.2
EX-23.2
3
ex23-2.htm
EX-23.2
Exhibit
23.2
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated April 15, 2025 with respect
to the financial statements of Algorhythm Holdings, Inc. for the year ended December 31, 2024 included in the Annual Report on Form 10-K.
We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/
Marcum LLP
Marcum
llp
Philadelphia,
Pennsylvania
May
27, 2026
|