UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 1.02 Termination of a Material Definitive Agreement.
On October 17, 2024 (the “Termination Date”), Algorhythm Holdings, Inc. (the “Company”) terminated the Loan Agreement (the “Loan Agreement”) with Oxford Commercial Finance and the related Revolving Credit Note (the “Note”), dated March 28, 2024. As of the Termination Date, the Company had no loan balance outstanding. As part of the termination of the Loan Agreement and Note, the Company is required to pay an early termination fee of $40,000.
Item 3.03 Material Modification to Rights of Security Holders.
On October 18, 2024, the Company amended its Amended By-laws (the “By-law Amendment”), for the purpose of reducing the quorum required to hold meetings of the stockholders of the Company (the “Quorum Requirement”). The By-law Amendment reduced the Quorum Requirement from a majority to thirty-three and one-third percent (33 1/3%) of the voting power of the shares of stock issued and outstanding and entitled to vote at the meeting.
The By-law Amendment was approved by the Board of Directors of the Company on October 18, 2024.
The foregoing description of the By-law Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the By-law Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change is Fiscal Year.
The disclosure provided under Item 3.03 above is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 3.1 | Amendment No. 1 to Amended By-laws, effective October 18, 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: October 21, 2024 | Algorhythm Holdings, Inc. | |
| By: | /s/ Gary Atkinson | |
| Name: | Gary Atkinson | |
| Title: | Chief Executive Officer | |