{"url_path":"/sec/rime/8-k/2026-07-02/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/923601/0001493152-26-031919-index.html","accession_number":"0001493152-26-031919","cik":"0000923601","ticker":"RIME","issuer_name":"Algorhythm Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/923601/0001493152-26-031919-index.html","primary_entity_key":"0000923601","primary_entity_name":"Algorhythm Holdings, Inc."},"word_count":115,"has_tables":true,"body_markdown":"** **\n\n**Item\n3.02 Unregistered Sales of Equity Securities.**\n\n** **\n\nThe\ninformation contained in Item 1.01 above is incorporated by reference herein. The Exchange Shares were issued in exchange for the Partitioned\nPre-Paid Purchase pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended. The Company did not receive any cash proceeds\nfrom the issuance of the Exchange Shares and did not receive any consideration for entering into the Exchange Agreement other than cancellation\nof the Partitioned Amount. The Exchange Shares have not been registered under the Securities Act or any state securities laws and may\nnot be offered or sold absent registration with the Securities and Exchange Commission or an applicable exemption from registration requirements."}