Item 5. Other Information
Item
5. Other Information
Rule
10b5-1 Trading Arrangements
During
the three-month period ended June 30, 2026, none of our officers or directors 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.
45
Item
6. Exhibits
The
documents set forth below are filed as exhibits to this report. Where so indicated, exhibits that were previously filed with the SEC
are incorporated by reference herein.
Exhibit
No.
Description
3.1
Certificate of Designation of Preferences and Rights of Series A Preferred Stock filed with the Secretary of State of the States of Delaware on June 29, 2026. (incorporated by reference to Exhibit 3.1 in Algorhythm Holdings, Inc.’s Current Report on Form 8-K filed with the SEC on July 2, 2026).
10.1
Forbearance Agreement, dated June 16, 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 June 22, 2026).
10.2
Exchange Agreement, dated June 29, 2026, by and between 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 July 2, 2026).
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.
46
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:
August 14, 2026
By:
/s/
Gary Atkinson
Gary
Atkinson
Chief
Executive Officer
(Principal
Executive Officer)
Date:
August 14, 2026
By:
/s/
Alex Andre
Alex
Andre
Chief
Financial Officer & General Counsel
(Principal
Financial and Accounting Officer)
47
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.