Algorhythm Holdings Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 20, 2025, the stockholders of Algorhythm Holdings, Inc. (the “Company”) approved and adopted an amendment (the “Plan Amendment”) to the Company’s 2022 Equity Incentive Plan, as amended (the “Plan”), at its 2025 annual meeting of stockholders (the “Annual Meeting”). A summary of the material terms of the Plan, as amended by the Plan Amendment, is included under the heading “Proposal 4: Amendment to the 2022 Equity Incentive Plan” in the definitive proxy statement filed by the Company in connection with the Annual Meeting with the Securities and Exchange Commission on October 16, 2025. The summary is qualified in its entirety by reference to the full text of the Plan, as amended by the Plan Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 20, 2025, the Company held the Annual Meeting. A total of 1,194,491 shares of common stock, par value $0.01 per share (the “Common Stock”), representing 45.2% of the aggregate shares of Common Stock outstanding and eligible to vote and constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.
All seven director nominees were elected as directors of the Company to serve until the Company’s 2026 annual meeting of stockholders.
The stockholders approved a proposal to authorize the board of directors to: (i) amend the Company’s certificate of incorporation to combine outstanding shares of Common Stock into a lesser number of outstanding shares, or complete a reverse stock split, at a specific ratio within a range of one-for-two (1-for-2) to a maximum of one-for-ten (1-for-10), with the exact ratio to be determined by the board of directors in its sole discretion, without further stockholder approval, and (ii) effect the reverse stock split, if at all, within one (1) year of November 20, 2025 (the “Reverse Stock Split Proposal”).
The stockholders approved the reincorporation of the Company from the State of Delaware to the State of Nevada by conversion (the “Nevada Reincorporation Proposal”).
The stockholders approved an amendment to the Plan to increase the number of shares of Common Stock authorized for issuance thereunder to 5,000,000 (the “2022 Plan Amendment Proposal”).
The stockholders approved the issuance of shares of Common Stock to Streeterville Capital, LLC in pre-paid financing transactions that may collectively equal or exceed 20% of the Company’s issued and outstanding shares of Common Stock (the “Pre-Paid Financing Proposal”).
The stockholders ratified the selection of M&K CPAs as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for its fiscal year ending December 31, 2025 (the “Ratification of M&K CPAs Proposal”).
The stockholders approved one or more adjournments of the Annual Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Reverse Stock Split Proposal, the Nevada Reincorporation Proposal, the 2022 Plan Amendment Proposal and the Pre-Paid Financing Proposal if there are not sufficient votes at the Annual Meeting to approve and adopt these proposals (the “Adjournment Proposal”).
The final voting results on these matters were as follows:
1. Election of Directors:
| Name | Votes For | Votes Withhold | Broker Non-Vote | |||
| (1) Gary Atkinson | 629,414 | 59,085 | 505,992 | |||
| (2) Bernardo Melo | 656,812 | 31,687 | 505,992 | |||
| (3) Harvey Judkowitz | 657,045 | 31,454 | 505,992 | |||
| (4) Jay B. Foreman | 656,971 | 31,528 | 505,992 | |||
| (5) Ajesh Kapoor | 656,838 | 31,661 | 505,992 | |||
| (6) Scott Thorn | 656,961 | 31,538 | 505,992 | |||
| (7) Kapil Gupta | 656,885 | 31,614 | 505,992 |
2. Reverse Stock Split Proposal:
| Votes For | Votes Against | Votes Abstained | ||
| 1,067,850 | 125,822 | 819 |
3. Nevada Reincorporation Proposal:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 622,658 | 35,133 | 30,708 | 505,992 |
4. 2022 Plan Amendment Proposal:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 587,132 | 100,999 | 368 | 505,992 |
5. Pre-Paid Financing Proposal:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 595,879 | 90,038 | 2,582 | 505,992 |
6. Ratification of M&K CPAs Proposal:
| Votes For | Votes Against | Votes Abstained | ||
| 1,141,975 | 49,072 | 3,444 |
7. Adjournment Proposal:
| Votes For | Votes Against | Votes Abstained | ||
| 1,112,878 | 80,167 | 1,446 |
Item 9.01 Financial Statement and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amendment to the Algorhythm Holdings, Inc. 2022 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: November 26, 2025
| ALGORHYTHM HOLDINGS, INC. | ||
| By: | /s/ Alex Andre | |
| Alex Andre | ||
| Chief Financial Officer and General Counsel | ||