Algorhythm Holdings, Inc. — Director's Dealing 2021

Aug 12, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SINGING MACHINE CO INC (SMDM)
CIK: 0000923601
Period of Report: 2021-08-10

Reporting Person: Stingray Group Inc. (10% Owner)
Reporting Person: Boyko Eric (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-10	Common Stock, $0.01 par value per share ("Common Shares")	A	6666667	$0.30	Acquired	6666667	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-08-10	Warrants to purchase Common Shares ("Warrants")	$0.35	A	6666667	Acquired		Common Shares (6666667)	Direct

Footnotes

F1: 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.

F2: 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.

F3: 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).

F4: 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.

F5: 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.

F6: 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.