SEC Form SC 13G filed by Algorhythm Holdings Inc.
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. )*
Algorhythm Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
829322403
(CUSIP Number)
December 5, 2024
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 829322403 | 13G | Page 2 of 10 Pages |
| 1. | NAMES
OF REPORTING PERSONS Ionic Ventures, LLC |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☒ (b) ☐ |
| 3. | SEC USE ONLY
|
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
California, United States |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 |
| 6. | SHARED VOTING POWER
1,844,080 (1) | |
| 7. | SOLE DISPOSITIVE POWER
0 | |
| 8. | SHARED DISPOSITIVE POWER
1,844,080 (1) |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,844,080 (1) |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% (1) |
| 12. | TYPE OF REPORTING PERSON (see instructions)
OO |
| (1) | As more fully described in Item 4 of this Statement on Schedule 13G (this “Schedule 13G”), such shares and percentage are based on 18,415,176 shares of the issuer’s common stock, par value $0.01 per share (the “Common Stock”), outstanding as of November 20, 2024 after giving effect to the offering of 4,200,000 shares of Common Stock as set forth in the issuer’s Prospectus (File No. 333-283178), filed with the U.S. Securities and Exchange Commission on December 6, 2024 (the “Prospectus”) (and assuming no exercise of pre-funded common stock purchase warrants issued pursuant to the Prospectus (the “Pre-Funded Warrants”), and (i) consists of 1,800,000 shares of Common Stock directly owned by the reporting person, (ii) does not give full effect to the Pre-Funded Warrants directly owned by the reporting person, subject to a beneficial ownership blocker, and (iii) does not give effect to Series A common stock purchase warrants of the issuer (the “Series A Warrants”) directly owned by the reporting person or Series B common stock purchase warrants of the issuer (the “Series B Warrants”, and together with the Series A Warrants, the “Warrants”) directly owned by the reporting person, which are not exercisable until the shares issuable upon exercise thereof are approved by the stockholders of the issuer. |
| CUSIP No. 829322403 | 13G | Page 3 of 10 Pages |
| 1. | NAMES OF REPORTING PERSONS
Ionic Management, LLC |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☒ (b) ☐ |
| 3. | SEC USE ONLY
|
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware, United States |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE
VOTING POWER 0 |
| 6. | SHARED VOTING POWER
1,844,080 (1) | |
| 7. | SOLE
DISPOSITIVE POWER 0 | |
| 8. | SHARED DISPOSITIVE POWER
1,844,080 (1) |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,844,080 (1) |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% (1) |
| 12. | TYPE OF REPORTING PERSON (see instructions)
OO |
| (1) | As more fully described in Item 4 of this Schedule 13G, such shares and percentage are based on 18,415,176 shares of the issuer’s Common Stock outstanding as of November 20, 2024, after giving effect to the offering of 4,200,000 shares of Common Stock as set forth in the issuer’s Prospectus (and assuming no exercise of Pre-Funded Warrants), and (i) consist of 1,800,000 shares of Common Stock directly owned by the reporting person, (ii) does not give full effect to the Pre-Funded Warrants directly owned by the reporting person, subject to a beneficial ownership blocker, and (iii) does not give effect to Warrants directly owned by the reporting person, which are not exercisable until the shares issuable upon exercise thereof are approved by the stockholders of the issuer. |
| CUSIP No. 829322403 | 13G | Page 4 of 10 Pages |
| 1. | NAMES OF REPORTING PERSONS
Brendan O’Neil |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☒ (b) ☐ |
| 3. | SEC USE ONLY
|
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 |
| 6. | SHARED VOTING POWER
1,844,080 (1) | |
| 7. | SOLE DISPOSITIVE POWER
0 | |
| 8. | SHARED DISPOSITIVE POWER
1,844,080 (1) |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,844,080 (1) |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9% (1) |
| 12. | TYPE OF REPORTING PERSON (see instructions)
IN |
| (1) | As more fully described in Item 4 of this Schedule 13G, such shares and percentage are based on 18,415,176 shares of the issuer’s Common Stock outstanding as of November 20, 2024, after giving effect to the offering of 4,200,000 shares of Common Stock as set forth in the issuer’s Prospectus (and assuming no exercise of Pre-Funded Warrants), and (i) consist of 1,800,000 shares of Common Stock directly owned by the reporting person, (ii) does not give full effect to the Pre-Funded Warrants directly owned by the reporting person, subject to a beneficial ownership blocker, and (iii) does not give effect to Warrants directly owned by the reporting person, which are not exercisable until the shares issuable upon exercise thereof are approved by the stockholders of the issuer. |
| CUSIP No. 829322403 | 13G | Page 5 of 10 Pages |
| 1. | NAMES OF REPORTING PERSONS
Keith Coulston |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☒ (b) ☐ |
| 3. |