Item 5. Other Information
Item
5. Other Information
Rule
10b5-1 Trading Arrangements
During
the three-month period ended June 30, 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.
37
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
10.1
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 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 8, 2025)
10.2
Promissory Note, dated May 2, 2025, issued by Algorhythm Holdings, Inc. in favor of SemiCab, Inc. (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)
10.3
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)
10.4
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 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 7, 2025)
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
*
Filed
herewith
**
Furnished
herewith.
38
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 19, 2025
By:
/s/
Gary Atkinson
Gary
Atkinson
Chief
Executive Officer
(Principal
Executive Officer)
Date:
August 19, 2025
By:
/s/
Alex Andre
Alex
Andre
Chief
Financial Officer & General Counsel
(Principal
Financial and Accounting Officer)
39
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.