UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 1.01 Entry Into a Material Definitive Agreement.
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. Stingray USA is a subsidiary of Stingray Group, Inc. (the “Stingray Group”). Mathieu Peloquin, one of the Company’s directors, is an officer of Stingray Group. Stingray Group is an entity with which the Company did business through a music subscription sharing agreement.
The Business comprises the Company’s home karaoke consumer products business. The Agreement provided for the sale of substantially all of the assets, contracts, and intellectual property related to the Business. The transaction closed on August 1, 2025.
The Agreement contains customary representations, warranties, covenants, and indemnification provisions. In connection with the transaction, the Company also entered into a transitional services agreement with Stingray USA to provide certain limited services following the closing. The transaction was approved by the Company’s board of directors, including its disinterested directors.
A copy of the Agreement is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. All references to the Agreement in this Current Report on Form 8-K are qualified in their entirety by the text of such exhibit.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On August 4, 2025, the Company issued a press release announcing the sale of the Business. A copy of the press release is included herewith as Exhibit 99.1.
The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to liability under such section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statement and Exhibits.
(b) Pro Forma Financial Information
The pro forma financial information required under this item will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed pursuant to Item 2.01.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Asset Purchase Agreement, dated August 1, 2025, by and among Algorhythm Holdings, Inc., The Singing Machine Company, Inc. and Stingray Music USA, Inc.* | |
| 99.1 | Press Release issued August 4, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
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: August 7, 2025 | ALGORHYTHM HOLDINGS, INC. | |
| By: | /s/ Alex Andre | |
| Name: | Alex Andre | |
| Title: | Chief Financial Officer and General Counsel | |