Algorhythm Holdings, Inc. 10-Q

ITEM 5. OTHER INFORMATION Rule 10b5-1 Trading Arrangement During the three months ended September 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. 30 ITEM 6. EXHIBITS Exhibit Number Description 3.1 Certificate of Amendment of Incorporation dated August 27, 2024 (incorporated by reference to Exhibit 3.1 in the Company’s Form 8-K filed with the SEC on September 6, 2024). 3.2 Amendment No. 1 to Amended By-laws, effective October 18, 2024 (incorporated by reference to Exhibit 3.1 in the Company’s Form 8-K filed with the SEC on October 21, 2024). 10.1 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). 10.2 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). 10.3 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). 10.4 Stock Repurchase Agreement dated November 1, 2024 (incorporated by reference to Exhibit 10.1 in the Company’s Form 8-K filed with the SEC on November 7, 2024). 31.1* Certification of Chief Executive Officer required by Rule 13a-14(a) or 15d-14(a). 31.2* Certification of Chief Financial Officer required by Rule 13a-14(a) or 15d-14(a). 32.1** Certification of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code. 101.INS Inline XBRL Instance 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) * Filed herewith. ** Furnished herewith. 31 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ALGORHYTHM HOLDINGS, INC. Date: November 19, 2024 By: /s/ Gary Atkinson Gary Atkinson Chief Executive Officer (Principal Executive Officer) /s/ Richard Perez Richard Perez Chief Financial Officer (Principal Financial and Accounting Officer) 32