Eric Nickerson

- Algorhythm Holdings, Inc. entered into a Securities Purchase Agreement with Streeterville Capital, LLC on **August 21, 2025**, establishing a pre-paid purchase facility for up to **$20,000,000**.  **[923601_0001641172-25-025707_ex10-1.htm:0]** **[923601_0001641172-25-025707_form8-k.htm:1]** 
- An initial pre-paid purchase with a principal amount of **$4,390,000** was made, providing **$4,000,000** in proceeds to the company after an original issue discount of **$360,000** and **$30,000** in transaction expenses.  **[923601_0001641172-25-025707_form8-k.htm:1]** **[923601_0001641172-25-025707_ex10-1.htm:1]**  This initial purchase accrues interest at **9%** per annum and has a **three-year** maturity.  **[923601_0001641172-25-025707_form8-k.htm:1]** 
- As a commitment fee for the facility, **95,694** common shares were issued to the Investor.  **[923601_0001641172-25-025707_ex10-1.htm:0]** **[923601_0001641172-25-025707_form8-k.htm:1]**  The company also agreed to file a registration statement within **30 days** of closing to register the resale of these shares and those issuable under the pre-paid purchases.  **[923601_0001641172-25-025707_form8-k.htm:1]** **[923601_0001641172-25-025707_ex10-1.htm:9]** 
- The agreement includes a **two-year** commitment period during which the company may request additional pre-paid purchases, each accruing interest at **9%** per annum and carrying a **9%** original issue discount.  **[923601_0001641172-25-025707_form8-k.htm:1]** 
- The company must obtain stockholder approval within **75 days** of closing to issue shares exceeding the Nasdaq Listing Rule 5635(d) threshold, and will continue seeking approval every **90 days** thereafter until obtained.  **[923601_0001641172-25-025707_form8-k.htm:1]** **[923601_0001641172-25-025707_ex10-1.htm:12]**

Algorhythm Holdings (RIME)