Algorhythm Holdings, Inc. 8-K

What Happened Algorhythm Holdings, Inc. filed an 8‑K (Dec. 29, 2025) disclosing that on December 19, 2025 it entered into Secured Pre‑Paid Purchase #3 with Streeterville Capital, LLC under the Securities Purchase Agreement dated August 21, 2025. The Third Pre‑Paid Purchase is in the principal amount of $1,090,000 (before an original issue discount of $90,000), accrues interest at 9% per year and matures in three years. The securities were sold in a private placement exempt from registration under Section 4(a)(2).

Key Details

• Third Pre‑Paid Purchase principal: $1,090,000 (original issue discount: $90,000).
• Interest rate: 9% per annum; maturity: 3 years.
• Placement agent fee: Univest Securities, LLC received a cash fee equal to 8% of the aggregate gross proceeds from this Pre‑Paid Purchase.
• Transaction conducted as an unregistered private placement (no general solicitation); the arrangement is part of an up-to-$20 million aggregate Pre‑Paid Purchase program under the August 21, 2025 Securities Purchase Agreement.

Why It Matters This 8‑K documents a new financed obligation and an unregistered sale of equity-related securities that affects the company’s capital structure and near-term funding. The instrument carries interest and a multi‑year maturity, and the original issue discount and placement fees reduce net proceeds. Investors should note the creation of this secured obligation and the continuing use of the pre‑paid purchase facility as a source of capital; full terms are filed as Exhibits 10.1 and 10.2 for details.