Algorhythm Holdings Announces Date and Ratio of Reverse Stock Split

Rhea-AI Summary

Algorhythm Holdings (NASDAQ: RIME) has announced the implementation of a 1:200 reverse stock split effective February 10, 2025. This decision follows stockholder approval at the January 13, 2025 annual meeting, where shareholders authorized a reverse split ratio between 1:10 and 1:250.

The reverse split will affect all issued and outstanding shares, equity incentive plans, and outstanding stock options and warrants. The stock will trade under a new CUSIP number (829322502) on the Nasdaq Capital Market. No fractional shares will be issued; instead, they will be aggregated and rounded up to one whole share.

The primary objective is to increase the market price per share to meet Nasdaq's $1.00 minimum bid price requirement. Stockholders don't need to take any action, as positions will be automatically adjusted, maintaining their proportional equity interest in the company.

Positive

• Aims to maintain Nasdaq listing compliance by meeting $1.00 minimum bid requirement
• Automatic position adjustment requires no action from stockholders
• Fractional shares will be rounded up to benefit shareholders

Negative

• Implementation of 1:200 reverse split indicates severe share price deterioration
• Risk of continued non-compliance with Nasdaq listing requirements even after split
• Potential negative market perception of reverse splits

Insights

Financial Analyst

The announced 1:200 reverse split represents an extremely aggressive ratio that signals severe underlying concerns. With the current price at $0.0244, the post-split price would theoretically adjust to approximately $4.88, though historical patterns suggest this level may not sustain.

Several critical implications deserve attention:

• The chosen 1:200 ratio is notably high compared to typical reverse splits (usually 1:10 to 1:20), indicating significant desperation to maintain Nasdaq listing.
• While technically not changing the company's $2.47M market cap, reverse splits of this magnitude historically correlate with further price deterioration within 12 months.
• The rounding up of fractional shares could lead to minor dilution, though this impact is minimal compared to the broader implications.
• Institutional investors typically view such extreme reverse splits as red flags, often leading to reduced liquidity and increased volatility.

Most concerning is that companies implementing reverse splits with ratios exceeding 1:100 have shown a historical success rate below 20% in maintaining their post-split price levels over the following year. The aggressive ratio choice suggests management has alternatives for maintaining Nasdaq compliance, a troubling indicator for fundamental business health.

Fort Lauderdale, FL, Feb. 05, 2025 (GLOBE NEWSWIRE) -- Algorhythm Holdings, Inc. (“Algorhythm” or “Company”) (NASDAQ: RIME) – an AI technology and consumer electronics holding company, announced today the date of effectiveness and the ratio of a forthcoming reverse stock split (the “Reverse Split”) of the Company’s Common Stock (the “Common Stock”). On January 13, 2025, the Company announced, on a Current Report on Form 8-K, the voting results from the annual meeting of stockholders (the “Meeting”) held that day. At the Meeting, stockholders voted upon and approved Proposal 3, an amendment to the Company’s Certificate of Incorporation to effect a Reverse Split with a ratio of not less than one-for-ten and not more than one-for-two-hundred-and-fifty at any time prior to January 13, 2026, with the exact ratio to be set at a whole number within this range as determined by the Company’s board of directors (the “Board”) in its sole discretion.

On January 14, 2025, the Board approved a one-for-two-hundred (1:200) Reverse Split of the Common Stock. The Company anticipates that beginning with the opening of trading on February 10, 2025, the Company’s Common Stock will trade on the Nasdaq Capital Market on a split-adjusted basis and will have a new CUSIP number, 829322502.

The Reverse Split affects all issued and outstanding shares of the Common Stock, as well as the number of shares of Common Stock available for issuance under the Company’s equity incentive plans. In addition, the Reverse Split reduces the number of shares of Common Stock issuable upon the exercise of stock options or warrants outstanding immediately prior to the Reverse Split. The par value of the Common Stock will remain unchanged at $0.01 per share after the Reverse Split. The Reverse Split affects all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the Reverse Split results in some stockholders owning a fractional share. No fractional shares will be issued in connection with the Reverse Split instead the Company intends to aggregate fractional shares and round up to one whole share for record holders and holders at the participant level.

The Company anticipates that the reverse stock split will increase the market price per share of the Company's common stock, bringing the Company into compliance with The Nasdaq Capital Market's $1.00 minimum bid price listing requirement.

Registered stockholders holding pre-split shares of the Company's common stock are not required to take any action to receive post-split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the reverse stock split, and will not be required to take any action in connection with the reverse stock split.

About Algorhythm Holdings

Algorhythm Holdings, Inc. is a holding company with two primary investments. First, the Company owns SemiCab Holdings, an emerging leader in the AI-enabled global logistics industry. Second, the Company owns The Singing Machine Company, the worldwide leader in the consumer karaoke industry.

SemiCab is a cloud-based Collaborative Transportation Platform built to achieve the scalability required to predict and optimize millions of loads and hundreds of thousands of trucks. To orchestrate collaboration across manufacturers, retailers, distributors, and their carriers, SemiCab uses real-time data from API-based load tendering and pre-built integrations with TMS and ELD partners. To build fully loaded round trips, SemiCab uses AI/ML predictions and advanced predictive optimization models. On the SemiCab platform, shippers pay less and carriers make more while not having to change a thing.

Since 2020, SemiCab has enabled major retailers, brands and transportation providers to address these common supply-chain problems globally. SemiCab's Orchestrated Collaboration™ AI model has proven to increase transportation capacity, improve asset utilization, reduce empty miles, lower logistics costs, and provide visibility into the entire transportation network. Models show the technology has the capability of saving shippers tens of billions of dollars annually through optimization. Further, SemiCab’s technology also has the potential to play a key role in the improved sustainability model globally. Based on its proven ability to improve truck utilization rates from 65% to over 90%, this results in a dramatic reduction in the carbon footprint of the industry. The optimization of existing truck utilization can add approximately 30% more trucking capacity without adding more trucks, drivers or driven miles which addresses common problems plaguing the industry like severe driver shortage and road congestion. Trucking optimization could also eliminate approximately 25% of CO2 emissions attributable to road freight.

For additional information regarding SemiCab: http://www.semicab.com

The Singing Machine Company, Inc. is the worldwide leader in consumer karaoke products. Based in Fort Lauderdale, Florida, and founded over forty years ago, the Company designs and distributes the industry's widest assortment of at-home and in-car karaoke entertainment products. Their portfolio is marketed under both proprietary brands and popular licenses, including Carpool Karaoke and Sesame Street. Singing Machine products incorporate the latest technology and provide access to over 100,000 songs for streaming through its mobile app and select WiFi-capable products and is also developing the world’s first globally available, fully integrated in-car karaoke system. The Company also has a new philanthropic initiative, CARE-eoke by Singing Machine, to focus on the social impact of karaoke for children and adults of all ages who would benefit from singing. Their products are sold in over 25,000 locations worldwide, including Amazon, Costco, Sam’s Club, Target, and Walmart. To learn more, go to www.singingmachine.com.

Investor Relations Contact:
investors@algoholdings.com
www.singingmachine.com/investors

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statement that is not historical in nature is a forward-looking statement and may be identified by the use of words and phrases such as "expects," "anticipates," "believes," "will," "will likely result," "will continue," "plans to," "potential," "promising," and similar expressions. These statements are based on management's current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements, including the risk factors described from time to time in the Company's reports to the SEC, including, without limitation the Company’s Transition Report on Form 10-KT for the transition period from April 1, 2023 to December 31, 2023, the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024.

You should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this press release. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this press release to conform our statements to actual results or changed expectations, or as a result of new information, future events or otherwise.

FAQ

What is the reverse stock split ratio announced by Algorhythm Holdings (RIME)?

Algorhythm Holdings announced a 1:200 reverse stock split ratio, effective February 10, 2025.

When will RIME's reverse stock split take effect?

The reverse stock split will take effect at the opening of trading on February 10, 2025.

Why is Algorhythm Holdings (RIME) implementing a reverse stock split?

The company is implementing the reverse split to increase its share price and meet Nasdaq's $1.00 minimum bid price listing requirement.

What happens to fractional shares in RIME's reverse stock split?

Fractional shares will be aggregated and rounded up to one whole share for record holders and holders at the participant level.

Do RIME shareholders need to take any action for the reverse split?

No, shareholders don't need to take any action. Positions will be automatically adjusted to reflect the reverse stock split.