M&A - Algorhythm Holdings, Inc.

Form Type: 8-K

Filing Date: 2025-05-08

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225009278

Filing Summary: On May 2, 2025, Algorhythm Holdings, Inc. (the Company) concluded an equity purchase agreement with its subsidiary, SemiCab Holdings, LLC, and SemiCab Inc. The Company acquired 9,999 shares (99.99%) of SMCB Solutions Private Limited for $1,750,000, financed through a promissory note to the Seller. Additionally, the Company purchased a 20% membership interest in SemiCab Holdings for 119,742 shares of its common stock. An amended employment agreement was made for Ajesh Kapoor (CEO, CTO) and Vivek Sehgal (CPO) of SemiCab Holdings, granting Kapoor board member rights. An Amended and Restated Operating Agreement for SemiCab Holdings was also executed. The promissory note stipulates $1,500,000 due on the first anniversary and $250,000 due 18 months after, with a 6% interest rate. Defaults can lead to immediate payment demands by the Seller. The shares were issued in an exempt private placement. Relevant agreements are filed as exhibits in the report.