The Singing Machine Company Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): |
| The Singing Machine Company, Inc. |
| (Exact Name of Registrant as Specified in Charter) |
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| of Incorporation) | File Number) | Identification No.) |
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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).
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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 | |