Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 30, 2026, the board of directors (the “Board”) of Algorhythm Holdings, Inc. (the “Company”) accepted the resignation of Andrew Thompson as the Company’s Chief Executive Officer and Chairman of the Board, effective immediately. Mr. Thompson’s resignation was not the result of any disagreement with the Company on any matter relating to the…

Termination of a Material Definitive Agreement. On September 21, 2026, Algorhythm Holdings, Inc. (the “Company”) and Continuation Capital, Inc., a Delaware corporation (“CCI”) agreed to terminate (the “Termination”) the settlement agreement and stipulation (the “Settlement Agreement”), dated July 21, 2026, with respect to certain outstanding liabilities of the Company in the original principal amount of $1,928,014 (the “Claim Amount”) that CCI had acquired from the former holders thereof. Pur…

Regulation FD Disclosure. On September 22, 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 oth…

Material Modification to Rights of Security Holders. The disclosures set forth in Items 1.01 and 5.03 of this Current Report on Form 8-K are incorporated by reference into this

Entry into a Material Definitive Agreement. Asset Purchase Agreement On September 15, 2026 (the “Closing Date”), Algorhythm Holdings, Inc., a Delaware corporation (“Parent” or the “Company”), through its wholly owned subsidiary Azure Holdings, LLC, a Nevada limited liability company (“Buyer”), entered into an Asset Purchase Agreement (the “APA”) with Azure Energy, LLC, a Delaware limited liability company (“Seller”), Azure Energy, S.R.L. (“Azure S.R.L.”), a Costa Rica company (solely with res…

CEO — Andrew Thompson: The filing discloses the appointment of a new external CEO, Andrew Thompson, effective September 15, 2026, in connection with a transaction closing, which is a significant management change but not a departure of a sitting executive.

The Company will file the financial statements of Seller and the pro forma financial information required by

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The Exchange Agreement and PPP #5 create a direct financial obligation of the Company in the amount of $4,025,000. The disclosure set forth in

The issuance of Securities was made pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act. The shares of Series B Preferred Stock issuable pursuant to the APA, and the shares of Common Stock issuable upon conversion of such Series B Preferred Stock, have not been registered under the Securities Act and will be issued pursuant to applicable exemptions from registration under the Securities Act. PPP #5 was issued under the terms of the Exchange Agreement i…

Regulation FD Disclosure. On September 15, 2026, the Company issued a press release announcing the leadership transition in connection with the acquisition contemplated by the APA, including the dismissal of Gary Atkinson as Chief Executive Officer and Mr. Atkinson’s resignation from the Board of Directors. A copy of this press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference. Also on September 15, 2026, the Company issued a press release announcing the Closing…

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…