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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): | May 19, 2025 |
| 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 |
Not Applicable
(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 |
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 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 Arrangements of Certain Officers.
On May 19, 2025, Ajesh Kapoor was appointed to serve as a member of the board of directors (the “Board”) of Algorhythm Holdings, Inc. (the “Company”).
Mr. Kapoor, age 58, has served as the Chief Executive Officer of SemiCab Holdings LLC (“SemiCab Holdings”), a subsidiary of the Company that owns and operates the Company’s SemiCab AI logistics and distribution business, since July 2024 and is the Founder and Chief Executive Officer of SemiCab, Inc., a company that he founded in July 2018 that previously owned the Company’s SemiCab AI logistics and distribution business. From April 2015 to July 2018, Mr. Kapoor served as the Vice President of Product Management of GT Nexus, a division of Infor, the world’s largest cloud-based B2B multi-enterprise network and execution platform for global trade and supply chain management, and from April 2012 to March 2015, served as a Senior Director of GT Nexus. Earlier in his career, Mr. Kapoor served as Global Head of Supply Chain Advisory Services of the Retail, CPG and Transportation Industry segments of Wipro Technologies, a multi-national technology company that provides information technology, consulting and business process services. He was also the Co-Founder and Chief Technology Officer of GEOCOMtms, a division of Blue Yonder Group, Inc. that provides optimization software to manage multiple-stop daily delivery fleet routing and scheduling.
Mr. Kapoor received a BE in Mechanical Engineering from the Indian Institute of Technology, Roorkee, an MBA from Panjab University, and an MS in Operations Research from the Georgia Institute of Technology.
The Board concluded that Mr. Kapoor is qualified to serve on the Board because of his extensive logistics and supply chain technology innovation and leadership experience.
Mr. Kapoor was appointed a member of the Board pursuant to that certain amended and restated employment agreement, dated May 2, 2025, among the Company, SemiCab Holdings and Mr. Kapoor, which granted Mr. Kapoor the right to serve as a member of the Board. There are no other arrangements or understandings between Mr. Kapoor and any other persons pursuant to which Mr. Kapoor was appointed director of the Company, and there are no family relationships between Mr. Kapoor and any director or executive officer of the Company.
Other than as disclosed above or in previous filings that the Company has made with the Securities and Exchange Commission, Mr. Kapoor has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, nor are any such transactions currently proposed.
Item 7.01 Regulation FD Disclosure.
On May 20, 2025, the Company issued a press release announcing the appointment of Mr. Kapoor to the Board. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statement and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release issued May 20, 2025 | |
| 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: May 23, 2025 | ALGORHYTHM HOLDINGS, INC. | |
| By: | /s/ Alex Andre | |
| Name: | Alex Andre | |
| Title: | Chief Financial Officer and General Counsel | |
Exhibit 99.1
Algorhythm Holdings Appoints Ajesh Kapoor to its Board of Directors
Mr. Kapoor Brings more than 30 Years of Supply-Chain,
Logistics Technology and Go-To-Market Leadership to the Board
Fort Lauderdale, FL, May 20, 2025 – Algorhythm Holdings, Inc. (“Algorhythm”) (NASDAQ: RIME) – an AI technology and consumer electronics holding company, today announced the appointment of Ajesh Kapoor to its board of directors effective May 19, 2025.
Mr. Kapoor brings more than 30 years of logistics and supply chain technology innovation and leadership to the Company’s Board. During his career, Ajesh has designed and implemented industry-leading supply chain and logistics solutions for several leading international companies.
Mr. Kapoor is the Founder and CEO of SemiCab, an AI logistics and distribution business that was named a Gartner Cool Vendor in Supply Chain. Prior to that, Mr. Kapoor served as the Vice President of Product Management at GT Nexus, a division of Infor, the world’s largest cloud-based B2B multi-enterprise network and execution platform for global trade and supply chain management. At GT Nexus, he transformed the TMS product line into a cloud-based multi-modal foundation that allows a single platform to orchestrate end-to-end, multi-continent transportation capabilities. GT Nexus was acquired by Infor in 2015 for $675M.
Earlier in his career, Mr. Kapoor served as Global Head of Supply Chain Advisory Services at Wipro Technologies. There, he designed and implemented the supply chain services strategy for the company’s Retail, CPG and Transportation Industry segments. He was also the Founder and Chief Technology Officer at GEOCOMtms, a division of Blue Yonder, where he developed and brought to market fleet management solutions that grew to be recognized as the industry leader. GEOCOMtms was acquired by RedPrairie Corporation (which later became Blue Yonder) in 2007.
“Ajesh has been a visionary in the logistics space for over three decades. He has a tremendous passion for building networks and technology platforms with a proven track record of building successful companies and teams from the ground up,” commented Gary Atkinson, CEO of Algorhythm Holdings. “He has demonstrated his substantial expertise in this space since our acquisition of the US component of SemiCab’s business in July 2024. We look forward to leveraging his expertise on a broader level to accelerate the transformation of our business.”
About Algorhythm Holdings
Algorhythm Holdings, Inc. is an AI technology and consumer electronics holding company with two primary business units – SemiCab and Singing Machine.
SemiCab is an emerging leader in the global logistics and distribution industry. Since 2020, SemiCab has enabled major retailers, brands and transportation providers to address these common supply-chain problems globally. Its AI-enabled, cloud-based Collaborative Transportation Platform achieves the scalability required to predict and optimize millions of loads and hundreds of thousands of trucks. SemiCab uses real-time data from API-based load tendering and pre-built integrations with TMS and ELD partners to orchestrate collaboration across manufacturers, retailers, distributors, and their carriers. SemiCab uses AI/ML predictions and advanced predictive optimization models to enable fully-loaded round trips. With SemiCab’s AI platform, shippers pay less and carriers make more without having to change a thing.
For additional information, please go to: http://www.semicab.com Singing Machine is the worldwide leader in consumer karaoke products.
Based in Fort Lauderdale, Florida, and founded over forty years ago, it designs and distributes the industry’s widest assortment of at-home and in-car karaoke entertainment products. Its product portfolio is marketed under both proprietary brands and popular licenses, including Carpool Karaoke and Sesame Street. Singing Machine products incorporate the latest technology and provide access to over 100,000 songs for streaming through its mobile app and select WiFi-capable products and is also developing the world’s first globally available, fully integrated in-car karaoke system. Its products are sold in over 25,000 locations worldwide, including Amazon, Costco, Sam’s Club, Target, and Walmart.
For additional information, please go to www.singingmachine.com.
Investor Relations Contact:
investors@algoholdings.com
www.algoholdings.com
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statement that is not historical in nature is a forward-looking statement and may be identified by the use of words and phrases such as “expects,” “anticipates,” “believes,” “will,” “will likely result,” “will continue,” “plans to,” “potential,” “promising,” and similar expressions. These statements are based on management’s current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements, including the risk factors described from time to time in Algorhythm’s reports to the SEC, including, without limitation Algorhythm’s Annual Report on Form 10-K for the year ended December 31, 2024. You should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this press release. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this press release to conform our statements to actual results or changed expectations, or as a result of new information, future events or otherwise.