Other Information
−Removed: 10b5-1 Trading Arrangement
−Removed: the three months ended September 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement”
+Added: 10b5-1 Trading Arrangements
+Added: the three-month period ended March 31, 2025, 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.
−Removed: 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).
−Removed: Amendment No.
−Removed: 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).
−Removed: 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).
−Removed: 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).
−Removed: 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).
−Removed: 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).
+Added: documents set forth below are filed as exhibits to this report.
+Added: Where so indicated, exhibits that were previously filed with the SEC
+Added: are incorporated by reference herein.
+Added: Equity Purchase Agreement, dated May 2, 2025, by and among Algorhythm Holdings, Inc., SemiCab Holdings, LLC and SemiCab, Inc.
+Added: (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 8, 2025)
+Added: Promissory Note, dated May 2, 2025, issued by Algorhythm Holdings, Inc.
+Added: in favor of SemiCab, Inc.
+Added: (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 8, 2025)
+Added: 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 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 8, 2025)
Certification of Chief Executive Officer required by Rule 13a-14(a) or 15d-14(a)
4 unchanged sentences
XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase
−Removed: Cover Page Interactive Data File (formatted as Inline
−Removed: XBRL and contained in Exhibit 101)
+Added: Filed herewith
+Added: Furnished herewith.
to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
1 unchanged sentence
HOLDINGS, INC.
−Removed: November 19, 2024
Gary Atkinson
1 unchanged sentence
Executive Officer)
−Removed: Richard Perez
−Removed: Financial Officer
+Added: Financial Officer & General Counsel
Financial and Accounting Officer)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.