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    Former 10% Owner Stingray Group Inc. sold $1,428 worth of shares (5,494 units at $0.26) (SEC Form 4)

    2/19/25 1:25:03 PM ET
    $RIME
    Diversified Electronic Products
    Consumer Staples
    Get the next $RIME alert in real time by email
    SEC FORM 4 SEC Form 4
    FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

    STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

    Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
    or Section 30(h) of the Investment Company Act of 1940
    OMB APPROVAL
    OMB Number: 3235-0287
    Estimated average burden
    hours per response: 0.5
    X
    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
      
    Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
    1. Name and Address of Reporting Person*
    Stingray Group Inc.

    (Last) (First) (Middle)
    730 WELLINGTON STREET

    (Street)
    MONTREAL A8 H3C 1T4

    (City) (State) (Zip)
    2. Issuer Name and Ticker or Trading Symbol
    Algorhythm Holdings, Inc. [ RIME ]
    5. Relationship of Reporting Person(s) to Issuer
    (Check all applicable)
    Director 10% Owner
    Officer (give title below) X Other (specify below)
    Former 10% Owner
    3. Date of Earliest Transaction (Month/Day/Year)
    02/18/2025
    4. If Amendment, Date of Original Filed (Month/Day/Year)
    6. Individual or Joint/Group Filing (Check Applicable Line)
    Form filed by One Reporting Person
    X Form filed by More than One Reporting Person
    Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
    1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
    Code V Amount (A) or (D) Price
    Common Stock, $0.01 par value per share ("Common Shares") 02/18/2025 S 5,494 D $0.26 2,722 D(1)(2)(3)(4)
    Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
    (e.g., puts, calls, warrants, options, convertible securities)
    1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
    Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
    1. Name and Address of Reporting Person*
    Stingray Group Inc.

    (Last) (First) (Middle)
    730 WELLINGTON STREET

    (Street)
    MONTREAL A8 H3C 1T4

    (City) (State) (Zip)

    Relationship of Reporting Person(s) to Issuer
    Director 10% Owner
    Officer (give title below) X Other (specify below)
    Former 10% Owner
    1. Name and Address of Reporting Person*
    Boyko Eric

    (Last) (First) (Middle)
    730 WELLINGTON STREET

    (Street)
    MONTREAL A8 H3C 1T4

    (City) (State) (Zip)

    Relationship of Reporting Person(s) to Issuer
    Director 10% Owner
    Officer (give title below) X Other (specify below)
    Former 10% Owner
    Explanation of Responses:
    1. On February 18, 2025, pursuant to a Stock Repurchase Agreement entered into between Stingray Group Inc. ("Stingray") and the Issuer as of December 3, 2024, Stingray sold to the Issuer 5,494 shares of Common Stock for a price per share equal to $0.26, payable by way of an issuance by the Issuer of a promissory note to Stingray.
    2. In addition to Stingray, this Form 4 is being jointly filed by Eric Boyko, a Canadian citizen ("Boyko"). As of May 31, 2024, Boyko controlled, indirectly or directly, approximately 70.78% of the combined voting power of Stingray's outstanding shares.
    3. After giving effect to the transactions reported on this Form 4, Stingray directly beneficially owns 1,611 Common Shares and 1,111 warrants to purchase Common Shares ("Warrants"). Boyko indirectly beneficially owns 1,611 Common Shares (excluding Warrants).
    4. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities covered by this statement. Boyko disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
    Remarks:
    Exhibit 99.1 (Joint Filer Information) incorporated herein by reference.
    STINGRAY GROUP INC. By: /s/ Eric Boyko Name: Eric Boyko Title: President and Chief Executive Officer 02/19/2025
    By: /s/ Eric Boyko ERIC BOYKO 02/19/2025
    ** Signature of Reporting Person Date
    Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
    * If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
    ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
    Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
    Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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