Algorhythm Holdings Inc. filed SEC Form 8-K: Events That Accelerate or Increase a Direct Financial Obligation
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Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial 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 its subsidiary, SemiCab Holdings, LLC, a Nevada limited liability company (“SemiCab Holdings”), and the Seller. The Promissory Note provides that $1,500,000 is due and payable by the Company on the first anniversary of the date of issuance, or May 2, 2026 (the “Initial Payment”), and the remaining $250,000 is due and payable by the Company on the 18-month anniversary of the date of issuance, or November 2, 2026.
The Company failed to make the Initial Payment on May 2, 2026, triggering an event of default under the Promissory Note. As a result, the interest rate applicable to the Initial Payment increased from six percent per annum to the default rate of eight percent per annum. During the continuance of the default, the Seller has the right, upon written notice, to declare all outstanding amounts immediately due and payable.
As of the date of this Current Report on Form 8-K, the Seller has not exercised any remedies under the Promissory Note or sought other legal remedies against the Company.
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 7, 2026 | ALGORHYTHM HOLDINGS, INC. | |
| By: | /s/ Alex Andre | |
| Name: | Alex Andre | |
| Title: | Chief Financial Officer and General Counsel | |