UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.03 Material Modification of Rights to Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously disclosed on Form 8-K on January 13, 2025, Algorhythm Holdings, Inc. (the “Company”) held its annual stockholder meeting on January 13, 2025, at which stockholders voted to authorize the Company’s Board of Directors to effect a reverse stock split of the outstanding shares of common stock within one (1) year of January 13, 2025, at a specific ratio within a range of one-for-ten (1-for-10) to a maximum of a one-for-two hundred fifty (1-for-250) and to amend the Company’s Certificate of Incorporation, as amended, to increase the number of authorized common stock from 100,000,000 to 800,000,000 shares.
On January 14, 2025, the Company’s Board of Directors determined to effect the reverse stock split of the common stock at a 1-for-200 ratio (the “Reverse Split”) and approved the filing of a Certificate of Amendment (the “Certificate of Amendment”) to the Certificate of Incorporation, as amended, of the Company to effect the Reverse Split and to increase the Company’s authorized shares of common stock from 100,000,000 to 800,000,000.
On January 14, 2025, the Certificate of Amendment to effect the Reverse Split and increase the authorized shares of common stock, was filed with the Secretary of State of Delaware.
The reverse stock split has not yet taken effect in the public markets.
A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Certificate of Incorporation | |
| 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: January 17, 2025
| ALGORHYTHM HOLDINGS, INC. | ||
| By: | /s/ Gary Atkinson | |
| Gary Atkinson | ||
| Chief Executive Officer | ||