RIME 8-K
Algorhythm Holdings, Inc. (RIME)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 13, 2025, Algorhythm Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders. A total of 9,029,136 shares of common stock representing 63.5% of the aggregate shares outstanding and eligible to vote and constituting a quorum were represented in person or by valid proxies at the annual meeting.
All six director nominees were each elected as directors of the Company to serve until the Company’s 2025 annual meeting of stockholders.
The stockholders approved the amendment to the Company’s certificate of incorporation, as amended, to increase the number of shares of authorized common stock from 100,000,000 to 800,000,000.
The stockholders approved a proposal to authorize the board of directors to effect a reverse stock split of the outstanding shares of the Company’s 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) split, with the specific ratio to be fixed within this range by the board of directors in its sole discretion, without further stockholder approval.
The stockholders approved the amendment to the Company’s 2022 Equity Incentive Plan to amend the automatic increase “evergreen” clause within the plan to increase the number of shares available under the plan in future years.
The stockholders ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
The stockholders approved a proposal to authorize, for purposes of complying with Nasdaq listing rule 5635(d), the issuance of Warrants, shares of Common Stock underlying the Warrants and certain provisions of the Warrants, issued in connection with an offering and sale of securities of the Company that was consummated on December 6, 2024.
The stockholders approved one or more adjournments of the Annual Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Reverse Stock Split Proposal, the Authorized Share Increase Proposal, 2022 Plan Amendment Proposal or the Issuance Proposal if there are not sufficient votes at the Annual Meeting to approve and adopt the Reverse Stock Split Proposal, the Authorized Share Increase Proposal, the 2022 Plan Amendment Proposal or the Issuance Proposal.
The final voting results on these matters were as follows:
1. Election of Directors:
| Name | Votes For | Votes Withhold | Broker Non-Vote | |||
| (1) Gary Atkinson | 6,724,207 | 34,041 | 2,270,888 | |||
| (2) Bernardo Melo | 6,564,313 | 193,935 | 2,270,888 | |||
| (3) Harvey Judkowitz | 6,563,923 | 194,325 | 2,270,888 | |||
| (4) Joseph Kling | 6,563,923 | 194,325 | 2,270,888 | |||
| (5) Mathieu Peloquin | 6,564,313 | 193,935 | 2,270,888 | |||
| (6) Jay B. Foreman | 6,163,435 | 594,813 | 2,270,888 |
2. Increase in the Number of Shares of Authorized Common Stock:
| Votes For | Votes Against | Votes Abstained | ||
| 8,568,396 | 452,900 | 7,840 |
3. Reverse Stock Split.
| Votes For | Votes Against | Votes Abstained | ||
| 8,577,661 | 450,156 | 1,319 |
4. 2022 Equity Incentive Plan Amendment.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 6,511,070 | 247,044 | 134 | 2,270,888 |
5. Ratification of appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:
| Votes For | Votes Against | Votes Abstained | ||
| 8,540,112 | 368,308 | 120,716 |
6. To authorize, for purposes of complying with Nasdaq listing rule 5635(d), the issuance of Warrants, shares of Common Stock underlying the Warrants and certain provisions of the Warrants, issued in connection with an offering and sale of securities of the Company that was consummated on December 6, 2024.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||
| 6,646,872 | 111,211 | 165 | 2,270,888 |
7. Approval of, if necessary, the adjournments of the Annual Meeting, to continue to solicit votes for Proposals 2, 3, 4, and 6.
| Votes For | Votes Against | Votes Abstained | ||
| 8,501,734 | 527,295 | 107 |
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 13, 2025
| ALGORHYTHM HOLDINGS, INC. | ||
| By: | /s/ Gary Atkinson | |
| Gary Atkinson | ||
| Chief Executive Officer | ||