0001104659-21-103982.txt : 20210812 0001104659-21-103982.hdr.sgml : 20210812 20210812121732 ACCESSION NUMBER: 0001104659-21-103982 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210810 FILED AS OF DATE: 20210812 DATE AS OF CHANGE: 20210812 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stingray Group Inc. CENTRAL INDEX KEY: 0001877714 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24968 FILM NUMBER: 211166372 BUSINESS ADDRESS: STREET 1: 730 WELLINGTON STREET CITY: MONTREAL STATE: A8 ZIP: H3C 1T4 BUSINESS PHONE: 5146641244 MAIL ADDRESS: STREET 1: 730 WELLINGTON STREET CITY: MONTREAL STATE: A8 ZIP: H3C 1T4 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Boyko Eric CENTRAL INDEX KEY: 0001877716 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24968 FILM NUMBER: 211166371 MAIL ADDRESS: STREET 1: 730 WELLINGTON STREET CITY: MONTREAL STATE: A8 ZIP: H3C 1T4 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SINGING MACHINE CO INC CENTRAL INDEX KEY: 0000923601 STANDARD INDUSTRIAL CLASSIFICATION: PHONOGRAPH RECORDS & PRERECORDED AUDIO TAPES & DISKS [3652] IRS NUMBER: 953795478 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 6301 NW 5TH WAY, STE 2900 CITY: FORT LAUDERDALE STATE: FL ZIP: 33309 BUSINESS PHONE: (954) 596-1000 MAIL ADDRESS: STREET 1: 6301 NW 5TH WAY, STE 2900 CITY: FORT LAUDERDALE STATE: FL ZIP: 33309 4 1 tm2124719-2_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-08-10 0 0000923601 SINGING MACHINE CO INC SMDM 0001877714 Stingray Group Inc. 730 WELLINGTON STREET MONTREAL A8 H3C 1T4 QUEBEC, CANADA 0 0 1 0 0001877716 Boyko Eric 730 WELLINGTON STREET MONTREAL A8 H3C 1T4 QUEBEC, CANADA 0 0 1 0 Common Stock, $0.01 par value per share ("Common Shares") 2021-08-10 4 A 0 6666667 0.30 A 6666667 D Warrants to purchase Common Shares ("Warrants") 0.35 2021-08-10 4 A 0 6666667 0.30 A 2021-08-10 Common Shares 6666667 6666667 D On August 10, 2021, Stingray Group Inc., a Canadian corporation ("Stingray"), purchased from the Issuer 6,666,667 Common Shares and 6,666,667 Warrants, at a purchase price of $0.30 per Common Share and Warrant. In addition to Stingray, this Form 4 is being jointly filed by Eric Boyko, a Canadian citizen ("Boyko"). As of April 30, 2021, Boyko, indirectly, controlled approximately 57.2% of the combined voting power of Stingray's outstanding shares. After giving effect to the transactions reported on this Form 4, Stingray directly beneficially owns 6,666,667 Common Shares and 6,666,667 Warrants. Boyko indirectly beneficially owns 6,666,667 Common Shares (excluding the Warrants). Each Warrant entitles the holder on exercise to buy one Common Share at a purchase price of $0.35 per share, subject to certain adjustments. The Warrants are currently exercisable and expire on or prior to 5:00 p.m. (New York City time) on the day that is five years from the date that the Securities and Exchange Commission declares effective the registration statement registering the Common Shares underlying the Warrants, except that the ability of the holder to exercise the Warrants is subject to a beneficial ownership limitation initially set at 4.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares issuable upon exercise of the Warrants. This beneficial ownership limitation may be increased or decreased at the election of the holder, provided that the beneficial ownership limitation in no event exceeds 9.99% of the number of Common Shares outstanding immediately after giving effect to the issuance of Common Shares upon exercise of the Warrants and any increase shall not be effective until the 61st day after notice of adjustment is provided to the Issuer. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities covered by this statement. Boyko disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. Exhibit 99.1 (Joint Filer Information) incorporated herein by reference. STINGRAY GROUP INC. By: /s/ Eric Boyko Name: Eric Boyko Title: President and Chief Executive Officer 2021-08-11 By: /s/ Eric Boyko ERIC BOYKO 2021-08-11 EX-99.1 2 tm2124719d2_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

Joint Filer Information

 

Name of Joint Filer: Stingray Group Inc.
   
Address of Joint Filer: 730 Wellington Street, Montréal, Quebec H3C 1T4
   
Relationship of Joint Filer to Issuer: 10% Beneficial Owner
   
Issuer Name and Ticker or Trading Symbol: SINGING MACHINE COMPANY, INC. [SMDM]
   
Date of Event Requiring Statement: August 10, 2021
   
Designated Filer: Stingray Group Inc.
   
Signature:  

 

STINGRAY GROUP INC.  
   
   
By: /s/ Eric Boyko  
Name: Eric Boyko  
Title: President and Chief Executive Officer  
   
Date: August 11, 2021  

 

 

 

 

Name of Joint Filer: Eric Boyko
   
Address of Joint Filer: 730 Wellington Street, Montréal, Quebec H3C 1T4
   
Relationship of Joint Filer to Issuer: 10% Beneficial Owner
   
Issuer Name and Ticker or Trading Symbol: SINGING MACHINE COMPANY, INC. [SMDM]
   
Date of Event Requiring Statement: August 10, 2021
   
Designated Filer: Stingray Group Inc.
   
Signature:  

 

By: /s/ Eric Boyko  
  ERIC BOYKO  
   
Date: August 11, 2021