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): January 13, 2025

 

ALGORHYTHM HOLDINGS, INC.

(Exact name of registrant as specified in charter)

 

Delaware		001-41405		95-3795478
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

6301 NW 5th Way, Suite 2900

Fort Lauderdale, FL 33309

(Address of principal executive offices) (Zip Code)

 

(954) 596-1000

(Registrant’s telephone number, including area code)

 

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 ☐

 

If an emerging growth company, indicate by check mart 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 5.07 Submission of Matters to a Vote of Security Holders.

 

On January 13, 2025, Algorhythm Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders. A total of 9,029,136 shares of common stock representing 63.5% of the aggregate shares outstanding and eligible to vote and constituting a quorum were represented in person or by valid proxies at the annual meeting.

 

All six director nominees were each elected as directors of the Company to serve until the Company’s 2025 annual meeting of stockholders.

 

The stockholders approved the amendment to the Company’s certificate of incorporation, as amended, to increase the number of shares of authorized common stock from 100,000,000 to 800,000,000.

 

The stockholders approved a proposal to authorize the board of directors to effect a reverse stock split of the outstanding shares of the Company’s common stock within one (1) year of January 13, 2025, at a specific ratio within a range of one-for-ten (1-for-10) to a maximum of a one-for-two hundred fifty (1-for-250) split, with the specific ratio to be fixed within this range by the board of directors in its sole discretion, without further stockholder approval.

 

The stockholders approved the amendment to the Company’s 2022 Equity Incentive Plan to amend the automatic increase “evergreen” clause within the plan to increase the number of shares available under the plan in future years.

 

The stockholders ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

 

The stockholders approved a proposal to authorize, for purposes of complying with Nasdaq listing rule 5635(d), the issuance of Warrants, shares of Common Stock underlying the Warrants and certain provisions of the Warrants, issued in connection with an offering and sale of securities of the Company that was consummated on December 6, 2024.

 

The stockholders approved one or more adjournments of the Annual Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Reverse Stock Split Proposal, the Authorized Share Increase Proposal, 2022 Plan Amendment Proposal or the Issuance Proposal if there are not sufficient votes at the Annual Meeting to approve and adopt the Reverse Stock Split Proposal, the Authorized Share Increase Proposal, the 2022 Plan Amendment Proposal or the Issuance Proposal.

 

The final voting results on these matters were as follows:

 

1. Election of Directors:

 

Name		Votes For		Votes Withhold		Broker Non-Vote
(1) Gary Atkinson		6,724,207		34,041		2,270,888
(2) Bernardo Melo		6,564,313		193,935		2,270,888
(3) Harvey Judkowitz		6,563,923		194,325		2,270,888
(4) Joseph Kling		6,563,923		194,325		2,270,888
(5) Mathieu Peloquin		6,564,313		193,935		2,270,888
(6) Jay B. Foreman		6,163,435		594,813		2,270,888

 

2. Increase in the Number of Shares of Authorized Common Stock:

 

Votes For		Votes Against		Votes Abstained
8,568,396		452,900		7,840

 

3. Reverse Stock Split.

 

Votes For		Votes Against		Votes Abstained
8,577,661		450,156		1,319

 

 

4. 2022 Equity Incentive Plan Amendment.

 

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
6,511,070		247,044		134		2,270,888

 

5. Ratification of appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:

 

Votes For		Votes Against		Votes Abstained
8,540,112		368,308		120,716

 

6. To authorize, for purposes of complying with Nasdaq listing rule 5635(d), the issuance of Warrants, shares of Common Stock underlying the Warrants and certain provisions of the Warrants, issued in connection with an offering and sale of securities of the Company that was consummated on December 6, 2024.

 

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
6,646,872		111,211		165		2,270,888

 

7. Approval of, if necessary, the adjournments of the Annual Meeting, to continue to solicit votes for Proposals 2, 3, 4, and 6.

 

Votes For		Votes Against		Votes Abstained
8,501,734		527,295		107

 

 

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: January 13, 2025

 

	ALGORHYTHM HOLDINGS, INC.
	By:	/s/ Gary Atkinson
		Gary Atkinson
		Chief Executive Officer