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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):   September 5, 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   MICS   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. ☐

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

 

On September 5, 2024, Milton C. Ault, III, James M. Turner, and Kenneth S. Cragun, each notified the board of directors (the “Board”) of Algorhythm Holdings, Inc. (the “Company”) of his decision to resign from the Board, effective immediately. Mr. Ault’s, Mr. Turner’s, and Mr. Cragun’s respective decisions to resign were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

The Company wishes Messrs. Ault, Turner and Cragun all the best in their future endeavors and thanks them for their contributions to the Company while members of the Board.

 

Item 8.01 Other Events.

 

On September 10, 2024, the Company issued a press release announcing the resignations of Messrs. Ault, Turner and Cragun as members of the Board. A copy of the press release is filed hereto as Exhibit 99.1 and incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit No.   Description
     
99.1   Press Release dated September 10, 2024
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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: September 10, 2024 Algorhythm Holdings, Inc.
     
  By: /s/ Gary Atkinson
  Name: Gary Atkinson
  Title: Chief Executive Officer