Algorhythm Holdings, Inc. — fact timeline

Algorhythm Holdings, Inc. entered into Promissory Note with SemiCab, Inc. valued at $1,750,000 (effective 2025-05-02).

“On May 2, 2025, Algorhythm Holdings, Inc. (the “Company”) issued a promissory note in the principal amount of $1,750,000 (the “Promissory Note”) to SemiCab, Inc., a Delaware corporation (the “Seller”), pursuant to an equity purchase agreement (the “Equity Purchase Agreement”) among the Company and its subsidiary, SemiCab Holdings, LLC, a Nevada limited liability company (“SemiCab Holdings”), and the Seller.”

Algorhythm Holdings, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).

“June 16, 2026, Algorhythm Holdings, Inc. (the “Company”) received a letter (the “Notification Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based upon the closing bid price of the Company’s common stock (Nasdaq symbol: RIME) for the 30 consecutive business days from May 4, 2026 to June 15, 2026, the Company no longer meets the minimum bid price requirement of $1.00 per share set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. The Notification Letter states that the Company ha”

Algorhythm Holdings, Inc. entered into Forbearance Agreement with SemiCab Inc. (effective 2026-05-09).

“Promissory Note”) to SemiCab Inc., a Delaware corporation (the “Seller”), pursuant to an equity purchase agreement (the “Equity Purchase Agreement”) among the Company and its subsidiary, SemiCab Holdings, LLC, a Nevada limited liability”

Algorhythm Holdings, Inc. reported a default on loan of $1,750,000 with SemiCab Inc. at six percent per annum maturing May 2, 2026.

“Obligation or an Obligation under an Off-Balance Sheet Arrangement. On May 2, 2025, Algorhythm Holdings, Inc. (the “Company”) issued a promissory note in the principal amount of $1,750,000 (the “Promissory Note”) to SemiCab Inc., a Delaware corporation (the “Seller”), pursuant to an equity purchase agreement (the “Equity Purchase Agreement”) among the Company and”

Algorhythm Holdings, Inc. incurred loan of $10,355,000 with Streeterville Capital, LLC at 9% per annum maturing three years.

“Secured Pre-Paid Purchase #4 provides for a fourth Pre-Paid Purchase in the principal amount of $10,355,000, before deducting an original issue discount of $855,000 (the “Fourth Pre-Paid Purchase”). The Fourth Pre-Paid Purchase accrues interest at the rate of nine percent (9%) per annum and has a maturity date of three years.”

Algorhythm Holdings, Inc. entered into Secured Pre-Paid Purchase #4 with Streeterville Capital, LLC valued at $10,355,000 (effective 2026-02-17).

“On February 17, 2026, Algorhythm Holdings, Inc. (the “Company”) entered into Secured Pre-Paid Purchase #4 with Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”), under that certain securities purchase agreement (the “Securities Purchase Agreement”), dated August 21, 2025, between the Company and Streeterville.”

Algorhythm Holdings, Inc. issued common stock to Streeterville Capital, LLC for principal amount of $1,090,000, before deducting an original issue discount of $90,000.

“the Company agreed to issue and sell shares of its common stock to Streeterville in one or more pre-paid purchases (each, a “Pre-Paid Purchase” and collectively, the “Pre-Paid Purchases”) for an aggregate purchase price of up to $20,000,000. Secured Pre-Paid Purchase #3 provides for a third Pre-Paid Purchase in the principal amount of $1,090,000, before deducting an original issue discount of $90,000”

Algorhythm Holdings, Inc. entered into Secured Pre-Paid Purchase #3 with Streeterville Capital, LLC valued at $1,090,000 (effective 2025-12-19).

“On December 19, 2025, Algorhythm Holdings, Inc. (the “Company”) entered into Secured Pre-Paid Purchase #3 with Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”)”

Algorhythm Holdings, Inc. incurred debt of $1,090,000 with Streeterville Capital, LLC at nine percent (9%) per annum maturing three years.

“Secured Pre-Paid Purchase #3 provides for a third Pre-Paid Purchase in the principal amount of $1,090,000, before deducting an original issue discount of $90,000 (the "Third Pre-Paid Purchase"). The Third Pre-Paid Purchase accrues interest at the rate of nine percent (9%) per annum and has a maturity date of three years.”

Algorhythm Holdings, Inc. received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1)).

“November 28, 2025, Algorhythm Holdings, Inc. (the “Company”) received a letter from the Staff of the Nasdaq Stock Market, LLC indicating that the Company’s stockholders’ equity as reported in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 (the “Form 10-Q”), did not satisfy the continued listing requirement under Nasdaq Listing Rule 5550(b)(1), which requires listed companies to maintain a minimum stockholders’ equity of $2,500,000 (the “Stockholders’ Equity Requirement”). As reported in its Form 10-Q, the Company’s stockholders’ equity as of September 30, 2”

Algorhythm Holdings, Inc. engaged M&K CPAs PLLC as its auditor.

“ctober 6, 2025, the Company engaged M&K CPAs PLLC (“M&K CPAs”) as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2025.”

Algorhythm Holdings, Inc. dismissed Berkowitz Pollack Brant, Advisors + CPAs as its auditor.

“ismissal of Independent Registered Public Accounting Firm On October 6, 2025, Algorhythm Holdings, Inc. (the “Company”) dismissed Berkowitz Pollack Brant, Advisors + CPAs (“Berkowitz”) as the Company’s independent registered public accounting firm effective on that date.”

Algorhythm Holdings, Inc. incurred debt of $4,390,000 with Streeterville Capital, LLC at nine percent (9%) per annum maturing three years.

“The Securities Purchase Agreement provides for an initial Pre-Paid Purchase in the principal amount of $4,390,000, before deducting an original issue discount of $360,000 and transaction expenses of $30,000 (the "Initial Pre-Paid Purchase"), the terms of which are set forth on secured prepaid purchase #1 ("Secured Pre-Paid Purchase #1"). The Initial Pre-Paid Purchase accrues interest at the rate of nine percent (9%) per annum and has a maturity date of three years.”

Algorhythm Holdings, Inc. completed a disposition involving The Singing Machine Company, Inc. and Stingray Music USA, Inc. for for $500,000 (closed 2025-08-01).

“On August 1, 2025, Algorhythm Holdings, Inc. (the “Company”) entered into an asset purchase agreement (the “Agreement”) with The Singing Machine Company, Inc. and Stingray Music USA, Inc. (“Stingray USA”), a related party, pursuant to which Stingray USA purchased substantially all of the assets, and assumed most of the liabilities, associated with the Company’s Singing Machine business (the “Business”) for $500,000.”

Algorhythm Holdings, Inc. engaged Berkowitz Pollack Brant, Advisors + CPAs as its auditor.

“On June 2, 2025 (the “Effective Date”), the Company engaged Berkowitz Pollack Brant, Advisors + CPAs (“Berkowitz”) as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2025.”

Algorhythm Holdings, Inc. dismissed CBIZ CPAs P.C. as its auditor.

“On June 2, 2025, Algorhythm Holdings, Inc. (the “Company”) dismissed CBIZ CPAs P.C. (“CBIZ”) as the Company’s independent registered public accounting firm effective on that date.”

Ajesh Kapoor was appointed as member of the board of directors at Algorhythm Holdings, Inc..

“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”).”

Algorhythm Holdings, Inc. incurred loan of $1,500,000 is due and payable by the Company on the first anniversary of the Closing Date and the remaining $250,000 with SemiCab, Inc. at six percent per annum maturing first anniversary of the Closing Date; 18-month anniversary of the Closing Date.

“and Restated Operating Agreement”) which sets forth the terms and conditions governing the operation and management of SemiCab Holdings. The Promissory Note provides that $1,500,000 is due and payable by the Company on the first anniversary of the Closing Date and the remaining $250,000 is due and payable by the Company on the 18-month anniversary of the”

Algorhythm Holdings, Inc. completed an acquisition involving SemiCab Inc. for $1.75 million promissory note and 119,742 shares of its common stock (closed 2025-05-02).

“SemiCab Holdings purchased 9,999 shares of the issued and outstanding equity shares, Rs. 10 par value, of SMCB Solutions Private Limited, an Indian company ("SMCB"), representing 99.99% of the issued and outstanding equity shares of SMCB, for $1,750,000, the payment of which amount was evidenced by the issuance of a promissory note by the Company to the Seller”

Algorhythm Holdings, Inc. engaged CBIZ CPAs P.C. as its auditor.

“On April 25, 2025, following the approval of the Audit Committee of the Company’s Board of Directors and the Company’s Board of Directors, CBIZ was engaged, effective immediately, as the Company’s independent registered public accounting firm for the year ending December 31, 2025.”

Marcum LLP resigned as auditor of Algorhythm Holdings, Inc..

“Effective April 25, 2025, Marcum LLP (“Marcum”) resigned as the independent registered accounting firm for Algorhythm Holdings, Inc. (the “Company”).”

Alex Andre was appointed as Chief Financial Officer and General Counsel at Algorhythm Holdings, Inc..

“On February 13, 2025, the Board of Directors (the “Board”) of the Company appointed Alex Andre (age 50) as Chief Financial Officer and General Counsel of the Company.”

Richard Perez was terminated as Chief Financial Officer at Algorhythm Holdings, Inc..

“Effective February 13, 2025, Richard Perez was terminated as Chief Financial Officer of Algorhythm Holdings, Inc.”

Algorhythm Holdings, Inc.: Amended Certificate of Incorporation to effect a 1-for-200 reverse stock split and increase authorized common stock from 100,000,000 to 800,000,000 shares (effective 2025-01-14).

“On January 14, 2025, the Certificate of Amendment to effect the Reverse Split and increase the authorized shares of common stock, was filed with the Secretary of State of Delaware.”

Algorhythm Holdings, Inc. received a nasdaq deficiency notice notice regarding other (rules 5810(c)(3)(A)(iii)).

“December 30, 2024, the Company received notice from the Staff indicating that the bid price for the Company’s common stock had closed below $0.10 per share for the 13-consecutive trading day period ended December 27, 2024 and, accordingly, the Company is subject to the provisions contemplated under Nasdaq Listing Rule 5810(c)(3)(A)(iii) (the “Low Priced Stock Rule”) and its securities are subject to delisting from Nasdaq unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Company plans to timely request a hearing before the Panel, which request will”

Algorhythm Holdings, Inc. received a nasdaq delisting notice notice regarding minimum bid price (rules 5810(c)(3)(A)(iii)).

“December 30, 2024, the Company received notice from the Staff indicating that the bid price for the Company’s common stock had closed below $0.10 per share for the 13-consecutive trading day period ended December 27, 202”

Algorhythm Holdings, Inc.: Reduced the quorum requirement for stockholder meetings from a majority to thirty-three and one-third percent (effective 2024-10-18).

“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.”

Kenneth S. Cragun resigned as Director at Algorhythm Holdings, Inc..

“On September 5, 2024, Milton C. Ault, III, James M. Turner, and Kenneth S. Cragun, each notified the board of directors (the "Board") of Algorhythm Holdings, Inc. (the "Company") of his decision to resign from the Board, effective immediately.”

James M. Turner resigned as Director at Algorhythm Holdings, Inc..

“On September 5, 2024, Milton C. Ault, III, James M. Turner, and Kenneth S. Cragun, each notified the board of directors (the "Board") of Algorhythm Holdings, Inc. (the "Company") of his decision to resign from the Board, effective immediately.”

Milton C. Ault, III resigned as Director at Algorhythm Holdings, Inc..

“On September 5, 2024, Milton C. Ault, III, James M. Turner, and Kenneth S. Cragun, each notified the board of directors (the "Board") of Algorhythm Holdings, Inc. (the "Company") of his decision to resign from the Board, effective immediately.”

Henry Nisser resigned as Director at Algorhythm Holdings, Inc..

“On August 2, 2024, Henry Nisser provided notice of his decision to resign from the Board of Directors of The Singing Machine Company, Inc. (the “Company”), effective immediately.”

Algorhythm Holdings, Inc. completed an acquisition involving SemiCab, Inc. for 641,806 shares of its common stock, par value $0.01 (closed 2024-07-03).

“he “Buyer”), SemiCab, Inc., a Delaware corporation (“SemiCab” or the “Seller”), Ajesh Kapoor and”

Algorhythm Holdings, Inc. shareholders approved Advisory vote on the frequency of future say-on-pay votes at the 2023-12-18 meeting.

“a majority of votes at the 2023 Annual Meeting were cast in favor of conducting “say on pay” votes every three years”

Algorhythm Holdings, Inc. entered into Loan Agreement with Oxford Commercial Finance valued at $2 million (effective 2024-03-28).

“On March 28, 2024 (the “Closing Date”), The Singing Machine Company, Inc. (the “Company”) and Oxford Commercial Finance, a Michigan banking corporation, (referred to as “Oxford”) entered into a Loan Agreement (the “Loan Agreement”) and related Revolving Credit Note (the “Note”) for a $2 million revolving line of credit (the “Line of Credit”).”

Algorhythm Holdings, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).

“or continued listing on The Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(a)(2), requiring a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”).”

Richard Perez was appointed as Chief Financial Officer at Algorhythm Holdings, Inc..

“The Board of Directors (the “Board”) of the Company approved, effective as of January 3, 2024, the appointment of Richard Perez, the current Corporate Controller, as Chief Financial Officer of the Company.”

Lionel Marquis retired as Chief Financial Officer at Algorhythm Holdings, Inc..

“Effective December 31, 2023, Lionel Marquis retired as Chief Financial Officer of The Singing Machine Company, Inc. (the “Company”) .”

Algorhythm Holdings, Inc. shareholders approved Ratification of appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-12-18 meeting.

“The stockholders ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.”

Algorhythm Holdings, Inc. shareholders approved Non-Binding Advisory Vote of Frequency of Advisory Vote on Executive Compensation at the 2023-12-18 meeting.

“The stockholders voted in favor of “3 Years” for the non-binding advisory proposal for the frequency of the advisory vote on executive compensation.”

Algorhythm Holdings, Inc. shareholders approved Non-Binding Advisory Vote regarding the approval of the Executive Compensation set forth in the Company’s Proxy Statement Summary Compensation Table at the 2023-12-18 meeting.

“The stockholders voted in favor of the non-binding advisory proposal of the compensation disclosed in the Proxy Statement of the Company’s executive officers who are named in the Proxy Statement’s Summary Compensation Table.”

Algorhythm Holdings, Inc. shareholders approved Election of Directors at the 2023-12-18 meeting.

“All ten director nominees were each elected as directors of the Company to serve until the Company’s 2024 annual meeting of stockholders.”

Algorhythm Holdings, Inc. terminated Credit Agreement with Fifth Third Bank, National Association valued at approximately $16,662.61 (effective 2023-11-17).

“On November 17, 2023 (the “Termination Date”), the Company terminated the Credit and Security Agreement with Fifth Third Bank, National Association, dated October 14, 2022 (the “Credit Agreement”).”

Algorhythm Holdings, Inc. entered into Purchase Agreement with two purchasers valued at approximately $2 million (effective 2023-11-20).

“On November 20, 2023, The Singing Machine Company, Inc. (the “Company”) entered into a stock purchase agreement (the “Purchase Agreement”) with two purchasers (the “Purchasers”) pursuant to which the Company sold an aggregate of 2,197,802 shares (the “Shares”) of its common stock at a price of $0.91 per share, representing a 3% premium to the closing price of the Company’s common stock on November 17, 2023 (the “Offering”).”

Algorhythm Holdings, Inc. reported the three months ended September 30, 2023 results: revenue $15.9 million, net income $0.1 million.

“Revenues for the 3 months ended September 30, 2023 were $15.9 million, as compared to $17.1 million for the same period in the prior year.”

Algorhythm Holdings, Inc.: The Company changed its fiscal year end from March 31st to December 31st (effective 2023-09-22).

“On September 22, 2023, the Board approved a change in fiscal year end of the Company from March 31st to December 31st.”

Algorhythm Holdings, Inc. engaged Marcum LLP as its auditor.

“Effective on September 18, 2023 (the “Effective Date”), the Audit Committee approved the engagement of Marcum LLP (“Marcum”) as the Company’s new independent registered public accounting firm commencing for its quarter ending September 30, 2023 and its fiscal year ending December 31, 2023.”

Algorhythm Holdings, Inc. dismissed EisnerAmper LLP as its auditor.

“On September 22, 2023, The Singing Machine Company, Inc. (the “Company”) notified EisnerAmper LLP (“EisnerAmper”) of its dismissal as the Company’s independent registered public accounting firm as of that date.”

Algorhythm Holdings, Inc. amended Revolving Loan Amendment with Fifth Third Bank, National Association (effective 2023-08-30).

“On August 30, 2023, The Singing Machine Company, Inc. and its wholly owned subsidiary, SMC Logistics, Inc., entered into a Waiver and Second Amendment (the “Revolving Loan Amendment”) to that certain Credit and Security Agreement (the “Credit Agreement”) with Fifth Third Bank, National Association, dated as of October 14, 2022.”

Algorhythm Holdings, Inc. amended Revolving Loan Amendment with Fifth Third Bank, National Association (effective 2023-05-19).

“On May 19, 2023, The Singing Machine Company, Inc. (the “Company”) and its wholly-owned subsidiary, SMC Logistics, Inc. (“SMC”), entered into a Waiver and First Amendment (the “Revolving Loan Amendment) to that certain Credit and Security Agreement (the “Credit Agreement”) with Fifth Third Bank, National Association, (“Fifth Third”), dated as of October 14, 2022.”