Algorhythm acquires Azure Energy renewable assets for $23M stock; new CEO appointed

Algorhythm Holdings, Inc.

Acquired substantially all assets of Azure Energy for $23M in Parent stock: 4,076,312 common shares (19.99%) and 22,038 Series B preferred.
Option to buy 79.0286% of Azure Energy S.R.L. for $30M exercise price, exercisable for 36 months; up to 50% cash, balance in Series B preferred.
CEO Gary Atkinson and CFO Alex Andre terminated; Andrew Thompson named CEO, Ryan Smith COO, Leticia Raele interim CFO and CAO.
Exchanged 3,500 Series A preferred shares for $4,025,000 Secured Pre-Paid Purchase #5 at 9% interest, due 2029; existing Series A cancelled.
Board expanded from 6 to 7 directors; Thompson appointed Chairman; Seller nominated two directors including Thompson and Gregory D. Smith.

item 1.01 item 5.02 item 2.01 item 9.01 item 2.03 item 3.02 item 3.03 item 5.03 item 7.01

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Executive movements

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Appointed

Ryan J. Smith

Chief Operating Officer

RIME · Algorhythm Holdings, Inc.

Effective: 2026-09-15
Filed: September 21, 2026, 5:17 PM ET

The Board also appointed Ryan J. Smith to serve as the Company’s Chief Operating Officer, effective as of September 15, 2026.

Appointed

Andrew Thompson

Chief Executive Officer

RIME · Algorhythm Holdings, Inc.

Effective: 2026-09-15
Filed: September 21, 2026, 5:17 PM ET

the Board appointed Andrew Thompson to serve as the Company’s Chief Executive Officer.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Ryan J. Smith was appointed as Chief Operating Officer at Algorhythm Holdings, Inc..

Action: appointed
Role: Chief Operating Officer

Exact text from the filing

The Board also appointed Ryan J. Smith to serve as the Company’s Chief Operating Officer, effective as of September 15, 2026.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Andrew Thompson was appointed as Chief Executive Officer at Algorhythm Holdings, Inc..

Action: appointed
Role: Chief Executive Officer

Exact text from the filing

the Board appointed Andrew Thompson to serve as the Company’s Chief Executive Officer.

View on SEC.gov

Algorhythm Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001493152-26-043599

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