Algorhythm Holdings, Inc. (NASDAQ: RIME) entered into an Asset Purchase Agreement on September 15, 2026, to acquire substantially all assets of Azure Energy, LLC. The transaction, valued at $23,000,000, was executed simultaneously with the closing and was approved by the company's board of directors following a fairness opinion from Marshall & Stevens Inc.
The purchase price is comprised entirely of securities of Algorhythm. Specifically, the company issued 4,076,312 shares of common stock and 22,038 shares of Series B Preferred Stock. The common stock issued represents 19.99% of the issued and outstanding shares as of September 14, 2026.
The acquired assets include inventory, intellectual property, tangible personal property, real estate, and various permits related to renewable energy credits and carbon credits. The business focuses on converting waste and biomass into clean, dispatchable power. Algorhythm assumed certain liabilities, including trade accounts payable, but excluded cash, cash equivalents, and accounts receivable.
Concurrently with the acquisition, Algorhythm entered into an Option Agreement granting it the right to purchase 79.0286% of Azure Energy, S.R.L. for $30,000,000 over the next 36 months. The company also entered into an Exchange Agreement with Streeterville Capital, LLC, surrendering 3,500 shares of Series A Preferred Stock in exchange for a $4,025,000 Secured Pre-Paid Purchase Note bearing 9% interest.
The transaction resulted in a leadership transition. Gary Atkinson, CEO and CFO, was terminated and resigned from the board. Andrew Thompson was appointed as the new Chief Executive Officer, effective immediately. Additionally, two directors nominated by the seller were appointed to the board.
