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0000923601
0000923601
2024-11-01
2024-11-01
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xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): |
|
November
1, 2024 |
Algorhythm Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware |
|
001-41405 |
|
95-3795478 |
(State
or Other Jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
6301
NW 5th Way, Suite 2900 |
|
|
Fort
Lauderdale, FL |
|
33309 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
Telephone Number, Including Area Code: |
|
(954)
596-1000 |
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.01 per share |
|
RIME |
|
The
Nasdaq Stock Market LLC (The Nasdaq Capital Market) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 pursuant to Section 13(a) of the Exchange Act. ☐
On
November 1, 2024, Algorhythm Holdings, Inc. (the “Company”) entered into a Stock Repurchase Agreement (the “Repurchase
Agreement”) with Regalia Ventures LLC, a Delaware limited liability company (the “Seller”), pursuant to which the Company
agreed to repurchase from the Seller an aggregate of 1,098,901 issued and outstanding shares of common stock, par value $0.01 per share,
of the Company (the “Shares”).
The
shares of common stock to be repurchased were originally issued to the Seller on November 21, 2023, pursuant to a certain stock purchase
agreement, dated November 20, 2023.
As
consideration for the transaction contemplated by the Repurchase Agreement (the “Stock Repurchase”), at the closing, the
Company has agreed to repurchase from the Seller, and the Seller has agreed to sell, assign and transfer to the Company, all of the Seller’s
right, title and interest in and to the Shares, at a price per Share equal to the higher of: (1) the closing price of the common stock
on the last trading day immediately preceding the date of the Repurchase Agreement; or (2) the highest volume weighted average price
(VWAP) of the common stock during a pricing period of ten (10) consecutive trading days prior to the date of the Repurchase Agreement
per share (the “Purchase Price”), and the Company shall issue to the Seller a promissory note in the principal amount equal
to the Purchase Price, substantially in the form attached to the Repurchase Agreement as Exhibit A (the “Note”), and subject
to terms and conditions therein.
The
obligations of each of the Company and the Seller to consummate the closing are conditioned upon the (i) issuance by the Company to the
Seller the Note evidencing the Purchase Price and (ii) the Seller’s delivery to the Company of executed stock power with a medallion
signature guarantee.
The
Repurchase Agreement contains customary representations and warranties. The closing is expected to occur upon satisfaction of the conditions
described above, after which the shares of common stock will be cancelled and retired. The Stock Repurchase was unanimously approved
by the Board of Directors of the Company.
Regalia
Ventures LLC, is an entity wholly owned by Jay Foreman, one of the Company’s directors.
The
foregoing summary of the Repurchase Agreement is qualified in its entirety by the full text of the Repurchase Agreement, a copy of which
is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No. |
|
Description |
|
|
|
10.1 |
|
Stock Repurchase Agreement dated November 1, 2024 |
101 |
|
Pursuant
to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language). |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
November 7, 2024 |
Algorhythm
Holdings, Inc. |
|
|
|
|
By: |
/s/
Gary Atkinson |
|
Name: |
Gary
Atkinson |
|
Title: |
Chief
Executive Officer |
Exhibit
10.1
STOCK
REPURCHASE AGREEMENT
THIS
STOCK REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 1, 2024, by and between Algorhythm
Holdings, Inc., a Delaware corporation (the “Company”), and Regalia Ventures LLC, a Delaware limited liability
company (the “Stockholder”).
WHEREAS,
the Stockholder is the holder of an aggregate of 1,098,901_ shares (the “Shares”) of the Company’s common stock,
par value $0.01 per share (the “Common Stock”), which the Stockholder purchased from the Company pursuant to that certain
Stock Purchase Agreement dated as of November 1, 2023 between the Company and the Stockholder.
WHEREAS,
the Stockholder desires to sell, and the Company desires to repurchase the Shares, on the terms and subject to the conditions set forth
in this Agreement (the “Repurchase”).
NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the Company and the Stockholder agree as follows:
SECTION
1. REPURCHASE OF SHARES.
1.1
Repurchase. At the Closing (as defined below), the Company hereby agrees to repurchase from the Stockholder, and the Stockholder
hereby agrees to sell, assign and transfer to the Company, all of the Stockholder’s right, title and interest in and to the Shares,
at a price per Share equal to the higher of: (1) the closing price of the Common Stock on the last trading day immediately preceding
the date of this Agreement; or (2) the highest volume weighted average price (VWAP) of the Common Stock during a pricing period of ten
(10) consecutive trading days prior to the date of this Agreement per share (the “Purchase Price”), and the Company
shall issue to the Stockholder a promissory note in the principal amount equal to the Purchase Price, substantially in the form attached
hereto as Exhibit A (the “Note”), and subject to terms and conditions therein.
1.2
Closing. The closing of the Repurchase (the “Closing”) shall take place at the offices of the Company at 6301
NW 5TH WAY, STE 2900 FORT LAUDERDALE FL 33309, or remotely by exchange of documents and signatures (or their electronic counterparts),
at such date, time and place as the Company and the Stockholder shall mutually agree.
1.2.1
At the Closing:
(a)
the Company shall deliver to the Stockholder the Note evidencing the Purchase Price; and
(b)
the Stockholder shall deliver to the Company an executed stock power with a medallion signature guarantee.
1.3
Termination of Rights as the Stockholder. At the Closing and upon delivery of the Note, the Shares shall cease to be outstanding
for any and all purposes, and the Stockholder shall no longer have any rights as a holder of the Shares, including any rights that the
Stockholder may have had under the Company’s Certificate of Incorporation or otherwise.
SECTION
2. REPRESENTATIONS AND WARRANTIES.
In
connection with the transactions provided for hereby, the Stockholder represents and warrants to the Company as follows:
2.1
Ownership of Shares. The Stockholder has good and marketable right, title and interest (legal and beneficial) in and to all of
the Shares, free and clear of all liens, pledges, security interests, charges, claims, equity or encumbrances of any kind. Upon paying
for the Shares in accordance with this Agreement, the Company will acquire good and marketable title to the Shares, free and clear of
all liens, pledges, security interests, charges, claims, equity or encumbrances of any kind.
2.2
Authorization. The Stockholder has all necessary power and authority to execute, deliver and perform the Stockholder’s obligations
under this Agreement and all agreements, instruments and documents contemplated hereby and to sell and deliver the Shares being sold
hereunder, and this Agreement constitutes a valid and binding obligation of the Stockholder.
2.3
No Conflict. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not
result in a breach by the Stockholder of, or constitute a default by the Stockholder under, any agreement, instrument, decree, judgment
or order to which the Stockholder is a party or by which the Stockholder may be bound.
2.4
Experience and Evaluation. By reason of the Stockholder’s business or financial experience or the business or financial
experience of the Stockholder’s professional advisers who are unaffiliated with the Company and who are not compensated by the
Company, the Stockholder has the capacity to protect the Stockholder’s own interests in connection with the sale of the Shares
to the Company. The Stockholder is capable of evaluating the potential risks and benefits of the sale hereunder of the Shares.
2.5
Access to Information. The Stockholder has received all of the information that the Stockholder considers necessary or appropriate
for deciding whether to sell the Shares hereunder and perform the transactions contemplated hereby. The Stockholder further represents
that the Stockholder has had an opportunity to ask questions and receive answers from the Company regarding the business, properties,
prospects and financial condition of the Company and to seek from the Company such additional information as the Stockholder has deemed
necessary to verify the accuracy of any such information furnished or otherwise made available to the Stockholder by or on behalf of
the Company.
SECTION
3. SUCCESSORS AND ASSIGNS.
Except
as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties (including transferees of any Shares). Nothing in this Agreement, express or implied, is intended
to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations,
or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
SECTION
4. GOVERNING LAW.
All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.
Each party agrees that all legal proceedings arising with respect to the transactions contemplated hereunder shall be commenced exclusively
in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder and
hereby irrevocably waives, and agrees not to assert in any action or proceeding, any claim that it is not personally subject to the jurisdiction
of any such court, that such action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably
waives personal service of process and consents to process being served in any such action or proceeding by mailing a copy thereof via
registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to
it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.
SECTION
5. ENTIRE AGREEMENT.
This
Agreement contains the entire understanding of the parties, and there are no further or other agreements or understandings, written or
oral, in effect between the parties relating to the subject matter hereof, except as expressly referred to herein. No waiver of any default
with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or
a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission
of any party to exercise any right hereunder in any manner impair the exercise of any such right.
SECTION
6. AMENDMENTS AND WAIVERS.
No
provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an
amendment, by the parties or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought.
SECTION
7. FURTHER ACTION.
Each
party hereto agrees to execute any additional documents and to take any further action as may be necessary or desirable in order to implement
the transactions contemplated by this Agreement.
SECTION
8. SURVIVAL.
The
representations and warranties herein shall survive the Closing.
SECTION
9. SEVERABILITY.
Whenever
possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but
if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective
only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions
of this Agreement.
SECTION
10. NOTICES.
Any
and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via facsimile
at the facsimile number or email at the email address as set forth on the signature page attached hereto at or prior to 5:30 p.m. (New
York City time) on a Business Day, (b) the next Business Day after the time of transmission, if such notice or communication is delivered
via facsimile at the facsimile number or email at the email address as set forth on the signature pages attached hereto on a day that
is not a Business Day or later than 5:30 p.m. (New York City time) on any Business Day, (c) the second (2nd) business day
following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party
to whom such notice is required to be given.
SECTION
11. COUNTERPARTS.
This
Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
SECTION
12. WAIVER OF JURY TRIAL
WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES
EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
SECTION
13. ELECTRONIC EXECUTION.
The words “execution,” “signed,” “signature,” and words of similar import in this Agreement shall
be deemed to include electronic and digital signatures and the keeping of records in electronic form, each of which shall be of the same
effect, validity, and enforceability as manually executed signatures and paper-based recordkeeping systems, to the extent and as provided
for under applicable law, including the Electronic Signatures in Global and National Commerce Act (15 U.S.C. §§ 7001-7031),
the Uniform Electronic Transactions Act (UETA), or any state law based on the UETA, including the New York Electronic Signatures and
Records Act (N.Y. State Tech. §§ 301 to 309).
[Signature
page follows]
IN
WITNESS WHEREOF, each of the parties has executed this Stock Repurchase Agreement as of the day and year first above written.
Algorhythm
HOldings, Inc. |
|
Address
for Notice: |
|
|
|
6301
NW 5th Way, Ste 2900, Fort Lauderdale, FL 33309 |
By: |
/s/
Gary Atkinson |
|
Email:
garyatkinson@singingmachine.com |
Name: |
Gary
Atkinson |
|
|
Title: |
Chief
Executive Officer |
|
|
REGALIA
VENTURES, LLC |
|
Address
for Notice: |
|
|
|
301
Yamato Road, Suite 4200
|
By: |
/s/
Jay B. Foreman |
|
Boca
Raton, FL 33431 |
Name: |
Jay
B. Foreman |
|
Email:
jay.foreman@basicfun.com |
Title: |
Sole
Member |
|
|
Signature
Page to Stock Repurchase Agreement
Exhibit
A
Promissory
Note
PROMISSORY
NOTE
Principal
Amount: $_________ |
________________,
2024 |
FOR
VALUE RECEIVED, Algorhythm Holdings, Inc., a Delaware corporation (the “Borrower”) hereby unconditionally promises
to pay to the order of [NOTEHOLDER NAME] a [STATE] [ENTITY] (the “Noteholder”) the principal amount of $[LOAN AMOUNT]
(the “Loan”), together with all accrued interest thereon, as provided in this Promissory Note (this “Note”).
1.
Payment Dates.
(a)
Payment Date. The aggregate unpaid principal amount of the Loan, all accrued and unpaid interest, and all other amounts payable
under this Note shall be due and payable on [DATE].
(b)
Prepayment. The Borrower may prepay the Loan in whole or in part at any time or from time to time without penalty or premium by
paying the principal amount to be prepaid together with accrued interest thereon to the date of the prepayment.
2.
Interest.
(a)
Interest Rate. Except as provided in Section 2(c), the principal amount outstanding under this Note from time to time shall bear
interest at a rate per annum (the “Interest Rate”) equal to [NUMBER]%.
(b)
Interest Payment Dates. Interest shall be payable [monthly/quarterly] in arrears on each Payment Date.
(c)
Default Interest. If any amount payable hereunder is not paid when due (without regard to any applicable grace period), whether
at stated maturity, by acceleration, or otherwise, such overdue amount shall bear interest at the Interest Rate plus [2/[OTHER NUMBER]]%
(the “Default Rate”).
(d)
Computation of Interest. All computations of interest hereunder shall be made on the basis of a year of 365/366 days, as the case
may be, and the actual number of days elapsed. Interest shall begin to accrue on the Loan on the date of this Note. For any portion of
the Loan that is repaid, interest shall not accrue on the date on which such payment is made.
(e)
Interest Rate Limitation. If at any time the Interest Rate payable on the Loan shall exceed the maximum rate of interest permitted
under applicable law, such Interest Rate shall be reduced automatically to the maximum rate permitted.
3.
Payment Mechanics.
(a)
Manner of Payment. All payments of principal and interest shall be made in US dollars on the date on which such payment is due.
Such payments shall be made by cashier’s check, certified check, or wire transfer of immediately available funds to the Noteholder’s
account at a bank specified by the Noteholder in writing to the Borrower from time to time.
(b)
Application of Payments. All payments shall be applied, first, to fees or charges outstanding under this Note, second,
to accrued interest, and, third, to principal outstanding under this Note.
(c)
Business Day. Whenever any payment hereunder is due on a day that is not a Business Day, such payment shall be made on the next
succeeding Business Day, and interest shall be calculated to include such extension. “Business Day” means a day other
than Saturday, Sunday, or other day on which commercial banks in New York, NY are authorized or required by law to close.
4.
Events of Default. The occurrence
and continuance of any of the following shall constitute an “Event of Default” hereunder:
(a)
Failure to Pay. The Borrower fails to pay (i) any principal amount of the Loan when due; (ii) any interest on the Loan within
five (5) days after the date such amount is due; or (iii) any other amount due hereunder within ten (10) days after such amount is due.
(b)
Bankruptcy; Insolvency.
(i)
The Borrower institutes a voluntary case seeking relief under any law relating to bankruptcy, insolvency, reorganization, or other relief
for debtors.
(ii)
An involuntary case is commenced seeking the liquidation or reorganization of the Borrower under any law relating to bankruptcy or insolvency,
and such case is not dismissed or vacated within sixty (60) days of its filing.
(iii)
The Borrower makes a general assignment for the benefit of its creditors.
(iv)
The Borrower is unable, or admits in writing its inability, to pay its debts as they become due.
(v)
A case is commenced against the Borrower or its assets seeking attachment, execution, or similar process against all or a substantial
part of its assets, and such case is not dismissed or vacated within sixty (60) days of its filing.
5.
Remedies. Upon the occurrence and
during the continuance of an Event of Default, the Noteholder may, at its option, by written notice to the Borrower declare the outstanding
principal amount of the Loan, accrued and unpaid interest thereon, and all other amounts payable hereunder immediately due and payable;
provided, however, if an Event of Default described in Section 4(b(i), 4(b)(iii) or 4(b)(iv) shall occur, the outstanding
principal amount, accrued and unpaid interest, and all other amounts payable hereunder shall become immediately due and payable without
notice, declaration, or other act on the part of the Noteholder.
6.
Expenses. The Borrower shall reimburse
the Noteholder on demand for all reasonable and documented out-of-pocket costs, expenses, and fees, including the reasonable fees and
expenses of counsel, incurred by the Noteholder in connection with the negotiation, documentation, and execution of this Note and the
enforcement of the Noteholder’s rights hereunder.
7.
Notices. All notices and other communications
relating to this Note shall be in writing and shall be deemed given upon the first to occur of (x) deposit with the United States Postal
Service or overnight courier service, properly addressed and postage prepaid; (y) transmittal by electronic communication (including
email, internet or intranet websites, or facsimile properly addressed (with written acknowledgment from the intended recipient such as
“return receipt requested” function, return e-mail, or other written acknowledgment)); or (z) actual receipt by an employee
or agent of the other party. Notices hereunder shall be sent to the following addresses, or to such other address as such party may specify
in writing from time to time:
(a)
If to the Borrower:
Algorhythm
Holding Inc.
Attention:
Gary Atkinson, CEO
6301
NW 5th Way, Suite 2900
Fort
Lauderdale, Fl 33309
E-mail:
gatkinson@singingmachine.com
Facsimile:
(954) 596-100
Telephone:
(954) 596-2000
(b)
If to the Noteholder:
Attention:
[NAME]
[ADDRESS]
E-mail:
[E-MAIL ADDRESS]
Facsimile:
[FAX NUMBER]
Telephone:
[TELEPHONE NUMBER]
8.
Governing Law. This Note and any claim,
controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based on, arising out of, or relating to this Note
and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of New York.
9.
Disputes.
(a)
Submission to Jurisdiction.
(i)
The Borrower irrevocably and unconditionally (A) agrees that any action, suit, or proceeding arising from or relating to this Note may
be brought in the courts of the State of[New York sitting in New York County, and in the United States District Court for the Southern
District of New York, and (B) submits to the exclusive jurisdiction of such courts in any such action, suit, or proceeding. Final judgment
against the Borrower in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on
the judgment or in any other manner provided by law.
(ii)
Nothing in this Section 9(a) shall affect the right of the Noteholder to bring any action, suit, or proceeding relating to this Note
against the Borrower or its properties in the courts of any other jurisdiction.
(iii)
Nothing in this Section 9(a) shall affect the right of the Noteholder to serve process upon the Borrower in any manner authorized by
the laws of any such jurisdiction.
(b)
Venue. The Borrower irrevocably and unconditionally waives,
to the fullest extent permitted by law, (i) any objection that it may now or hereafter have to the laying of venue in any action, suit,
or proceeding relating to this Note in any court referred to in Section 9(a) and (ii) the defense of inconvenient forum to the maintenance
of such action, suit, or proceeding in any such court.
(c)
Waiver of Jury Trial. THE BORROWER HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY.
10.
Successors and Assigns. This Note
may be assigned or transferred by the Noteholder to any individual, corporation, company, limited liability company, trust, joint venture,
association, partnership, unincorporated organization, governmental authority, or other entity.
11.
Integration. This Note constitutes
the entire contract between the Borrower and the Noteholder with respect to the subject matter hereof and supersedes all previous agreements
and understandings, oral or written, with respect thereto.
12.
Amendments and Waivers. No term of
this Note may be waived, modified, or amended, except by an instrument in writing signed by the Borrower and the Noteholder. Any waiver
of the terms hereof shall be effective only in the specific instance and for the specific purpose given.
13.
No Waiver; Cumulative Remedies.
No failure by the Noteholder to exercise and no delay in exercising any right, remedy, or power hereunder shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, or power. The rights, remedies, and powers herein provided are cumulative and not exclusive of any
other rights, remedies, or powers provided by law.
14.
Severability. If any term or provision
of this Note is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect
any other term or provision of this Note or render such term or provision invalid or unenforceable in any other jurisdiction.
15.
Counterparts. This Note and any amendments,
waivers, consents, or supplements hereto may be executed in counterparts, each of which shall constitute an original, but all of which
taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Note by facsimile
or in electronic (“pdf” or “tif” or any other electronic means that reproduces an image of the actual executed
signature page) format shall be as effective as delivery of a manually executed counterpart of this Note.
16.
Electronic Execution. The words “execution,”
“signed,” “signature,” and words of similar import in this Note shall be deemed to include electronic and digital
signatures and the keeping of records in electronic form, each of which shall be of the same effect, validity, and enforceability as
manually executed signatures and paper-based recordkeeping systems, to the extent and as provided for under applicable law, including
the Electronic Signatures in Global and National Commerce Act (15 U.S.C. §§ 7001-7031), the Uniform Electronic Transactions
Act (UETA), or any state law based on the UETA, including the New York Electronic Signatures and Records Act (N.Y. State Tech. §§
301 to 309).
[signature
page follows]
IN
WITNESS WHEREOF, the Borrower has executed this Note as of [DATE].
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Algorhythm
Holdings, Inc.
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PAYMENTS
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v3.24.3
Cover
|
Nov. 01, 2024 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Nov. 01, 2024
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Entity File Number |
001-41405
|
Entity Registrant Name |
Algorhythm Holdings, Inc.
|
Entity Central Index Key |
0000923601
|
Entity Tax Identification Number |
95-3795478
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
6301
NW 5th Way
|
Entity Address, Address Line Two |
Suite 2900
|
Entity Address, City or Town |
Fort
Lauderdale
|
Entity Address, State or Province |
FL
|
Entity Address, Postal Zip Code |
33309
|
City Area Code |
(954)
|
Local Phone Number |
596-1000
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Title of 12(b) Security |
Common
Stock, par value $0.01 per share
|
Trading Symbol |
RIME
|
Security Exchange Name |
NASDAQ
|
Entity Emerging Growth Company |
false
|
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