Form 8-K - Current report

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):

August 9, 2024

 

The Singing Machine Company, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware		001-41405		95-3795478
(State or Other Jurisdiction		(Commission		(IRS Employer
of Incorporation)		File Number)		Identification No.)

 

6301 NW 5th Way, Suite 2900
Fort Lauderdale, FL		33309
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s Telephone Number, Including Area Code:

[phone]

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		MICS		The Nasdaq Stock Market LLC (The Nasdaq Capital Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

As previously reported, on June 26, 2024, The Singing Machine Company, Inc. (the “Company”) entered into an At-the-Market Issuance Sales Agreement (the “Sales Agreement”) with Ascendiant Capital Markets, LLC, as sales agent (the “Agent”) to sell shares of its common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $1,080,000 (the “Shares”) from time to time, through an “at the market offering” (the “ATM Offering”) as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). On June 27, 2024, the Company filed a prospectus supplement with the Securities and Exchange Commission (“SEC”) relating to the offer and sale of up to $1,080,000 of Common Stock in the ATM Offering (the “Prospectus Supplement”).

 

As previously reported, on July 8, 2024, the Company entered into the First Amendment to the Sales Agreement to increase the number of shares to be sold in the ATM Offering to $2,020,000.

 

On August 9, 2024, the Company entered into the Second Amendment to the Sales Agreement (the “Amendment”) to increase the number of shares to be sold in the ATM Offering to $3,100,000.

 

The Company will file a supplement to the Prospectus Supplement (the “Supplement”) with the SEC to increase the amount of Common Stock that may be offered and sold in the ATM Offering under the Sales Agreement to up to $3,100,000 in the aggregate.

 

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

 

The foregoing description of the Sales Agreement, as amended by the Amendment, does not purport to be complete and is qualified in its entirety by reference to, the Amendment, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

 

A copy of the opinion of Sichenzia Ross Ference Carmel LLP relating to the validity of the Shares that may be sold pursuant to the Sales Agreement, as amended by the Amendment, is filed herewith as Exhibit 5.1.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit No.		Description
5.1		Opinion of Sichenzia Ross Ference Carmel LLP
10.1		Amendment to At-The-Market Issuance Sales Agreement, dated August 9, 2024, with Ascendiant Capital Markets, LLC.
23.1		Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: August 9, 2024	The Singing Machine Company, Inc.
	By:	/s/ Gary Atkinson
	Name:	Gary Atkinson
	Title:	Chief Executive Officer

 

 

 

Exhibit 5.1

 

 

August 9, 2024

 

The Singing Machine Company, Inc.

6301 NW 5^th Way, Suite 2900

Fort Lauderdale, FL 33309

 

Re:

Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

We have acted as counsel to The Singing Machine Company, Inc. (the “Company”) in connection with the At-The-Market Issuance Sales Agreement dated June 26, 2024 (the “Sales Agreement”) by and between the Company and Ascendiant Capital Markets, LLC (the “Agent”), as amended, pursuant to which the Company may offer and sell, from time to time through the Agent up to $2,020,000 of shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, pursuant to a Registration Statement on Form S-3 (the “Registration Statement”) (File No. 333-269183) filed on January 11, 2023 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act) and declared effective on January 20, 2023, and the prospectus contained therein as supplemented by the prospectus supplement dated June 27, 2024, the prospectus supplement dated July 8, 2024, and the prospectus supplement dated August 9, 2024 filed with the Commission pursuant to Rule 424(b) promulgated under the Securities Act (the “Prospectus Supplement”).

 

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

 

The opinion expressed below is limited to the federal securities laws of the United States of America and the laws of the state of Delaware. We express no opinion as to the effect on the matters covered by the laws of any other jurisdiction.

 

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and sold in the manner described in the Registration Statement, the Prospectus Supplement and the Sales Agreement will be validly issued, fully paid and non-assessable.

 

We hereby consent to the filing of this opinion to the Company’s Current Report on Form 8-K filed with the SEC on August 9, 2024 and which is incorporated by reference in the Registration Statement and the Prospectus Supplement. We also hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

 

	Very truly yours,
	/s/ Sichenzia Ross Ference Carmel LLP
	Sichenzia Ross Ference Carmel LLP

 

 

 

Exhibit 10.1

 

SECOND AMENDMENT

TO

AT-THE-MARKET ISSUANCE SALES AGREEMENT

 

This Second Amendment to At-The-Market Issuance Sales Agreement (this “Amendment”) is entered into on August 9, 2024 (the “Effective Date”) by and between Ascendiant Capital Markets, LLC (the “Agent”), and The Singing Machine Company, Inc., a Delaware corporation (the “Company”). Defined terms used herein have the definitions assigned to them in the At-The-Market Issuance Sales Agreement between the parties dated June 26, 2024 (the “Sales Agreement”). Unless specifically amended or modified herein, the other terms of the Sales Agreement remain in full force and effect, not amended or modified, as of the date hereof.

 

1. The amount of Placement Shares that may be sold under and pursuant to the terms of the Sales Agreement is increased to $3,100,000.

 

2. Other than as set forth herein, the terms and conditions of the Sales Agreement shall remain in full force and effect.

 

If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter will constitute a binding agreement between the Company and the Agent.

 

	Very truly yours,
	THE SINGING MACHINE COMPANY, INC.
	By:	/s/ Gary Atkinson
	Name:	Gary Atkinson
	Title:	Chief Executive Officer

 

ACCEPTED as of the date first-above written:

 

	ASCENDIANT CAPITAL MARKETS, LLC
	By:	/s/ Bradley J. Wilhite
	Name:	Bradley J. Wilhite
	Title:	Managing Partner

 

 

 

Cover	Aug. 09, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 09, 2024
Entity File Number	001-41405
Entity Registrant Name	SINGING MACHINE CO INC
Entity Central Index Key	0000923601
Entity Tax Identification Number	95-3795478
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	6301 NW 5th Way
Entity Address, Address Line Two	Suite 2900
Entity Address, City or Town	Fort Lauderdale
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33309
City Area Code	(954)
Local Phone Number	596-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	MICS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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