Algorhythm Holdings, Inc.

(v) owned and leased real property; (vi) permits, including, but not limited to, environmental permits, environmental attributes, renewable energy credits and carbon credits, power purchase agreements, off-take contracts, interconnection agreements, and land rights; (vii)

rights to any actions relating to the Business; (viii) prepaid expenses; (ix) warranty rights; (x) insurance benefits; (xi) books and records; and (xii) goodwill and going-concern value. The APA excludes the following from the Purchased Assets: (i) certain contracts that are not assigned to either the Buyer or Parent; (ii) corporate seals and organizational documents of Seller; (iii) Seller’s benefits plans; (iv) certain assets specifically scheduled by the parties; (v) all rights of Seller arising under or in connection with the APA; (vi) cash and cash equivalents; and (vii) accounts receivable. In addition, Buyer and Parent assumed only the following liabilities of Seller: (i) trade accounts payable of the Business that are not delinquent as of the Closing Date; (ii) liabilities and obligations arising after the Closing Date; and (iii) such other liabilities as are specifically scheduled in the APA. All other liabilities of Seller constitute excluded liabilities and were not assumed by Buyer or the Parent.

The representations and warranties of the parties generally survive for two (2) years following the Closing Date. Certain fundamental representations survive for six (6) years, and representations relating to taxes and employee benefit matters of Seller survive until the expiration of the applicable statute of limitations plus sixty (60) days. Seller’s indemnification obligations are subject to: (i) a de minimis threshold of $25,000 per individual claim; (ii) an aggregate limit of $230,000; and (iii) a cap of $2,300,000 (equal to 10% of the Purchase Price). Seller may satisfy indemnification obligations by surrendering Securities to Buyer and Parent, by exercising setoff rights, or by making a cash payment.

Seller agreed to customary restrictive covenants, including, but not limited to, the following: (i) a two (2)-year non-competition covenant covering the Restricted Business (defined as the development, ownership, or operation of waste-to-power or biomass-to-power facilities)

Exchange Agreement On

September 15, 2026, the Company and Streeterville Capital, LLC (“Streeterville”) entered into an Exchange Agreement (the “Exchange Agreement”)

The foregoing descriptions of the Exchange Agreement and PPP #5 do not purport to be complete and are qualified in their entirety by reference to the full text of the Exchange Agreement and PPP #5, copies of which are attached hereto as Exhibits 10.9 and 10.10, respectively, and are incorporated herein by reference.

Item 2.01

The disclosure set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. The Company will file the financial statements of Seller and the pro forma financial information required by Item 9.01 of Form 8-K no later than 71 calendar days after the date that this initial report on Form 8-K is required to be filed.

Item 2.03

Item 3.02

Unregistered Sales of Equity Securities.

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Appointment of Chief Executive Officer .

Mr.

Thompson, age 46, has served as a Managing Partner of Azure Energy, LLC since August 2025. From May 2022 to May 2023, Mr. Thompson served as Co-Founder and Treasurer of Azure Renewables, S.A., located in San José, Costa Rica. From June 2015 to December 2024, he served as a Managing Partner of an advisory firm, and earlier in his career, he served as Managing Director of Ocozzio Advisors, a risk management agency, in 2017. Mr. Thompson has significant financial and executive leadership experience. He served as Co-Owner and Chief Financial Officer of a company from January 2007 to August 2015 and as Chief Financial Officer of United Tissue, Inc. from January 2006 to December 2008. Through these roles, Mr. Thompson has developed extensive experience in corporate finance, treasury management, and corporate leadership.

Thompson an inducement award of 2,119,542 restricted shares of Common Stock in reliance on Nasdaq Listing Rule 5635(c)(4). Of those shares, 1,059,771 were fully vested on the grant date, and the remaining 1,059,771 are subject to a restricted stock award agreement and will vest in full on the first anniversary of the effective date of the Thompson Employment Agreement. Mr. Thompson is also eligible to receive annual equity awards with a grant-date value equal to the greater of four times his base salary or a value determined by an independent compensation consultant. Upon a termination without cause or for good reason, Mr. Thompson is entitled to severance equal to two times the sum of his base salary and maximum annual bonus, COBRA reimbursement for up to 18 months, and full accelerated vesting of his outstanding equity awards.

Appointment of Chief Operating Officer .

Mr.

Smith, age 39, has served as Vice President of Development at Azure Energy, LLC, a leading developer of firm-capacity renewable energy infrastructure, since January 2026, where he led the origination and development of energy and infrastructure projects, overseeing the full project lifecycle from site control to permitting. From July 2016 to May 2025, Mr. Smith held a series of operational risk roles at Wells Fargo Bank, a multinational financial services company. He served as Vice President, Risk Officer in the Wealth Investment Management business in the Charlotte, North Carolina office from October 2021 to May 2025 where he led a variety of risk management programs aimed at documenting and mitigating the firm’s business risks. Prior to that, he served as Vice President, Operational Risk Officer in Recovery & Resolution Planning, from June 2019 to September 2021, as Assistant Vice President, Operational Risk Consultant in Asset Backed Finance, from May 2018 to June 2019, and as an Operational Risk Consultant within Wealth and Investment Management from July 2016 to May 2018. Earlier in his career, he served as an Operations Manager at Hexcel Corporation, a global leader in advanced composite materials, and, prior to that, served as an Infantry Officer and Risk Assessment Officer in the United States Army. Mr. Smith received his Bachelor of Arts degree from the University of California, Santa Barbara, and his MBA from the University of North Carolina at Chapel Hill’s Kenan-Flagler Business School.

Smith an inducement award of 2,119,542 restricted shares of Common Stock in reliance on Nasdaq Listing Rule 5635(c)(4). Of those shares, 1,059,771 were fully vested in full on the grant date, and the remaining 1,059,771 are subject to a restricted stock award agreement and will vest in full on the first anniversary of the effective date of the Smith Employment Agreement. Mr. Smith is also eligible to receive annual equity awards with a grant-date value equal to the greater of four times his base salary or a value determined by an independent compensation consultant.

Upon a termination without cause or for good reason, Mr. Smith is entitled to severance equal to two times the sum of his base salary and maximum annual bonus, COBRA reimbursement for up to 18 months, and full accelerated vesting of his outstanding equity awards.

(the “Raele Employment Agreement”), providing for an initial term ending on the second anniversary of the effective date.

The Raele Employment Agreement will renew and extend automatically on that third anniversary date and each annual anniversary thereafter, unless either party provides at least 90 days’ notice of non-renewal.

Item 401(d) of Regulation S-K. There are no transactions involving Ms. Raele that would require disclosure under Item 404(a) of Regulation S-K.

Appointment of New Directors

There are no arrangements or understandings with any other person pursuant to which Messrs. Thompson and Gregory Smith were selected as directors.

Neither Mr. Thompson nor Mr. Gregory Smith has any family relationship with any director or executive officer of the Company that would require disclosure under Item 401(d) of Regulation S-K. Other than the transactions contemplated by the APA and described in Items 1.01 and 2.01 above, there are no transactions involving Mr. Thompson or Mr. Gregory Smith that would require disclosure under Item 404(a)