Current Report · Items 1.02, 7.01, 9.01 · 8-K
Algorhythm Holdings, Inc.
RIMENASDAQEQUITYCurrent
Termination of a Material Definitive Agreement · Regulation FD Disclosure
Item 1.02 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 pri…
Filed Sep 23, 2026Accepted Sep 22, 2026, 6:11 PM EDTCIK 923601Accession 0001493152-26-043757
Company context
We are an artificial intelligence (“AI”) technology company focused on the growth and development of SemiCab. SemiCab is an AI-enabled software logistics and distribution business that utilizes its proprietary technology platform to enable retailers, brands and transportation providers to address common supply chain problems globally. We operate our SemiCab business through our subsidiary, SemiCab Holdings, LLC.
Current securities
Registered securities in this filing
ALGORHYTHM HOLDINGS, INC. · 8-K · Filed 2026-09-23
As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.
Common Stock, par value $0.01 per share
- Exchange
- NASDAQ
- Classification
- COMMON
- Status
- Current
Filing context
Context: AsOf2026-09-21
Dimensions: Not supplied
Accession 000149315226043757 · 1 registered-security cover member
Read the exact SEC filing ↗Disclosure sections
Items 1.02, 7.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.02Item 1.02 - Termination of Material Agreement
Item
1.02 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.
Pursuant
to the Settlement Agreement, the Company agreed to issue CCI up to 5,000,000 shares of the Company’s common stock, par value $0.01
per share (the “Shares”), in one or more tranches until CCI has generated aggregate proceeds equal to 120% of the Claim Amount.
The Termination terminates any further obligation of the Company to issue Shares under the Settlement Agreement. The Company estimates
that of the original Claim Amount, there is a remaining balance of approximately $1,418,649 due under the outstanding liabilities
covered by the Settlement Agreement.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item
7.01 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 otherwise subject to the liabilities of that Section. The information
in this Item 7.01, as well as Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of
1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing.
The
presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section
27A of the Securities Act and Section 21E of the Exchange Act. 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 the Company’s reports to the Securities and Exchange Commission
(the “SEC”), including, without limitation, the Company’s Annual Report on Form 10-K for the year ended December 31,
2025 and the other reports the Company has filed with the SEC. Readers are cautioned not to place undue reliance on any forward-looking
statement, each of which applies only as of the date of this Current Report on Form 8-K. Except as required by law, the Company undertakes
no obligation to update or revise publicly any of the forward-looking statements after the date of this Current Report on Form 8-K to
conform such statements to actual results or changed expectations, or as a result of new information, future events or otherwise.
Filed exhibits (1)