Unregistered Sales of Equity Securities. The information contained in

Entry into a Material Definitive Agreement. On July 21, 2026, Algorhythm Holdings, Inc. (the “Company”) entered into a settlement agreement and stipulation (the “Settlement Agreement”) with Continuation Capital, Inc., a Delaware corporation (“CCI”), with respect to certain outstanding liabilities of the Company in the principal amount of $1,928,014 (the “Claim Amount”) that CCI has acquired from the former holders thereof. Pursuant to the Agreement, the Company agreed to issue CCI up to 5,000…

Amended and restated employment agreements were entered into with the CEO and CFO.

Material Modification to Rights of Security Holders. The information contained in

Unregistered Sales of Equity Securities. The information contained in

Entry Into a Material Definitive Agreement. As previously disclosed, on February 17, 2026, Algorhythm Holdings, Inc. (the “Company”) entered into Secured Pre-Paid Purchase #4 in the principal amount of $10,355,000 (“Secured Pre-Paid Purchase #4”) with Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”), under that certain securities purchase agreement (the “Securities Purchase Agreement”), dated August 21, 2025, between the Company and Streeterville. Under the Secur…

Entry into a Material Definitive Agreement. On May 2, 2025, Algorhythm Holdings, Inc. (the “Company”) issued a promissory note in the principal amount of $1,750,000 (the “Promissory Note”) to SemiCab, Inc., a Delaware corporation (the “Seller”), pursuant to an equity purchase agreement (the “Equity Purchase Agreement”) among the Company and its subsidiary, SemiCab Holdings, LLC, a Nevada limited liability company (“SemiCab Holdings”), and the Seller. The Promissory Note provides that $1,500,0…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On June 16, 2026, Algorhythm Holdings, Inc. (the “Company”) received a letter (the “Notification Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based upon the closing bid price of the Company’s common stock (Nasdaq symbol: RIME) for the 30 consecutive business days from May 4, 2026 to June 15, 2026, the Company no longe…

Entry into a Material Definitive Agreement. On May 2, 2025, Algorhythm Holdings, Inc. (the “Company”) issued a promissory note in the principal amount of $1,750,000 (the “Promissory Note”) to SemiCab Inc., a Delaware corporation (the “Seller”), pursuant to an equity purchase agreement (the “Equity Purchase Agreement”) among the Company and its subsidiary, SemiCab Holdings, LLC, a Nevada limited liability company (“SemiCab Holdings”), and the Seller. The Promissory Note provides that $1,500,00…

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. On May 2, 2025, Algorhythm Holdings, Inc. (the “Company”) issued a promissory note in the principal amount of $1,750,000 (the “Promissory Note”) to SemiCab Inc., a Delaware corporation (the “Seller”), pursuant to an equity purchase agreement (the “Equity Purchase Agreement”) among the Company and its subsidiary, SemiCab Holdings, LLC, a Nevada limited liability…

Regulation FD Disclosure. On May 5, 2026, Algorhythm Holdings, Inc. (the “Company”) updated its corporate presentation, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The Company intends to use this presentation in meetings with investors and post on its website. The corporate presentation shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise…

Chief Executive Officer — Gary Atkinson: An amended and restated employment agreement was entered into with Gary Atkinson, the Company’s Chief Executive Officer.

above regarding the Stock Option is incorporated by reference herein.

Unregistered Sales of Equity Securities. The information contained in

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On November 28, 2025, Algorhythm Holdings, Inc. (the “Company”) received a letter from the Staff of the Nasdaq Stock Market, LLC indicating that the Company’s stockholders’ equity as reported in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 (the “Form 10-Q”), did not satisfy the continued listing requirement under Nasdaq Listing Rule 5550(b)(1), which requ…

The filing pertains to an equity incentive plan amendment, not a management change.

Results of Operations and Financial Condition On November 19, 2025, Algorhythm Holdings, Inc. (the “Company”) issued a press release announcing its financial results for its third quarter ended September 30, 2025. The full text of the press release is furnished herewith as Exhibit 99.1. The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (…

Director — Jay B. Foreman: Jay B. Foreman resigned from the Board of Directors and related committees.

Changes in Registrant’s Certifying Accountant. (a) Dismissal of Independent Registered Public Accounting Firm On October 6, 2025, Algorhythm Holdings, Inc. (the “Company”) dismissed Berkowitz Pollack Brant, Advisors + CPAs (“Berkowitz”) as the Company’s independent registered public accounting firm effective on that date. The dismissal of Berkowitz was approved by the Audit Committee of the Board of Directors of the Company. Berkowitz did not issue an audit report on the Company’s financial s…

Director — Scott Thorn and Kapil Gupta: Scott Thorn and Kapil Gupta were appointed to the Board of Directors.

Entry Into a Material Definitive Agreement. On August 21, 2025, Algorhythm Holdings, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Streeterville Capital, LLC, a Utah limited liability company (the “Investor”), pursuant to which the Company agreed to issue and sell to the Investor shares of its common stock, par value $0.01 per share (“Common Stock”), in one or more pre-paid purchases (each, a “Pre-Paid Purchase” and collectively,…

Unregistered Sales of Equity Securities. The information contained in

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in

Director — Joseph Kling: Mr. Kling resigned from the Board and related committees.

Entry Into a Material Definitive Agreement. On August 1, 2025, Algorhythm Holdings, Inc. (the “Company”) entered into an asset purchase agreement (the “Agreement”) with The Singing Machine Company, Inc. and Stingray Music USA, Inc. (“Stingray USA”), a related party, pursuant to which Stingray USA purchased substantially all of the assets, and assumed most of the liabilities, associated with the Company’s Singing Machine business (the “Business”) for $500,000. Stingray USA is a subsidiary of S…