Stingray Group Inc. - Aug 10, 2021 Form 3 Insider Report for SINGING MACHINE CO INC (MICS)

Role
10%+ Owner
Signature
STINGRAY GROUP INC. By: /s/ Eric Boyko Name: Eric Boyko Title: President and Chief Executive Officer
Stock symbol
MICS
Transactions as of
Aug 10, 2021
Transactions value $
$0
Form type
3
Date filed
8/12/2021, 12:14 PM
Next filing
May 25, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding MICS Common Stock, $0.01 par value per share ("Common Shares") 6.67M Aug 10, 2021 Direct F1, F2, F3, F4, F5, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding MICS Warrants to purchase Common Shares ("Warrants") Aug 10, 2021 Common Shares 6.67M $0.35 Direct F1, F2, F3, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 In addition to Stingray Group Inc., a Canadian corporation ("Stingray"), this Form 3 is being jointly filed by Eric Boyko, a Canadian citizen ("Boyko").
F2 As of April 30, 2021, Boyko, indirectly, controlled approximately 57.2% of the combined voting power of Stingray's outstanding shares. In such capacity, Boyko may be deemed to have voting and dispositive power with respect to the Common Shares and the Warrants held by Stingray.
F3 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.

Remarks:

Exhibit 99.1 (Joint Filer Information) incorporated herein by reference.