8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

NotApplicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section1 - Registrant’s Business and Operations Item

1.01 Entry into a Material Definitive Agreement.

On May 2, 2025, Algorhythm Holdings, Inc. (the “Company”) issued a promissory note in the principal amount of $1,750,000 (the “Promissory Note”) to SemiCab Inc., a Delaware corporation (the “Seller”), pursuant to an equity purchase agreement (the “Equity Purchase Agreement”) among the Company and its subsidiary, SemiCab Holdings, LLC, a Nevada limited liability company (“SemiCab Holdings”), and the Seller. The Promissory Note provides that $1,500,000 is due and payable by the Company on the first anniversary of the date of issuance, or May 2, 2026 (the “Initial Payment”), and the remaining $250,000 is due and payable by the Company on the 18-month anniversary of the date of issuance, or November 2, 2026.

On May 9, 2026 (the “Effective Date”), the Company and the Seller entered into a Forbearance Agreement pursuant to which: (i) the Seller irrevocably waived any default or event of default that was or will be caused under the Promissory Note as a result of the Company’s failure to pay the Initial Payment to the Seller on May 2, 2026, and (ii) the Seller will forbear from taking action with respect to any defaults or events of default arising after the Effective Date with respect to the Company’s failure to make such payment that occur at any time on or prior to June 16, 2026.

The foregoing description of the Forbearance Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1 to this Current Report on Form 8-K, respectively, and incorporated by reference herein.

Item9.01 Financial Statement and Exhibits.

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.

Exhibit10.1

FOREBEARANCEAGREEMENT

This Forbearance Agreement (this “Agreement”), dated May 9, 2026 (the “Effective Date”), is entered into by and between Algorhythm Holdings, Inc., a Delaware corporation (the “Company”), and SemiCab, Inc., a Delaware corporation (“Noteholder”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Promissory Note (as defined below).

WITNESSETH:

WHEREAS, the Company and Noteholder are parties to that certain promissory note, dated May 2, 2025, in the principal amount of $1,750,000 (the “Promissory Note”); and

WHEREAS, under the terms of the Promissory Note, the Company was required to pay the Initial Payment Amount to Noteholder on May 2, 2026; and

WHEREAS, the Company failed to pay the Initial Payment Amount to Noteholder on May 2, 2026; and

WHEREAS, the Company and Noteholder wish to enter into this Agreement to waive any default or Event of Default that was or will be caused as a result of the Company’s failure to pay the Initial Payment Amount to Noteholder on May 2, 2026.

NOW, THEREFORE, in consideration of the promises and conditions set forth herein and other consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and Noteholder agree as follows:

1. Noteholder hereby irrevocably waives any default or Event of Default that was or will be caused under the Promissory Note as a result of the Borrower’s failure to pay the Initial Payment Amount to Noteholder on May 2, 2026. Lender will forbear from taking action with respect to any defaults or Events of Defaults arising after the Effective Date with respect to Borrower’s failure to make such payment that occur at any time on or prior to June 16, 2026. Except as expressly provided herein, the Promissory Note shall remain in full force and effect.

2. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. This Agreement may be executed in two or more counterparts and delivered via facsimile or other electronic transmission, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date written above.