Item 5. Market for Registrant’s Common Equity
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Through
May 23, 2022, our common stock traded on the OTC Markets, Inc.’s OTCQX under the symbol “SMDM.” Effective March 24,
2022, our common stock began trading on the Nasdaq Capital Markets under the symbol “MICS.”
Prior
to May 24, 2022, the Company’s common stock traded on the OTCQX under the symbol “SMDM”.
As of this filing, based upon information received from our transfer agent, there were approximately 184 record holders of our outstanding
common stock. This number does not include:
●
any
beneficial owners of common stock whose shares are held in the names of various dealers, clearing agencies, banks, brokers and other
fiduciaries, or
●
broker-dealers
or other participants who hold or clear shares directly or indirectly through the Depository Trust Company, or its nominee, Cede
& Co.
DIVIDENDS
We
have never declared or paid cash dividends on our common stock. Our Board of Directors intends to continue its policy for the foreseeable
future. Future dividend policy will depend upon our earnings, financial condition, contractual restrictions and other factors considered
relevant by our Board of Directors and will be subject to limitations imposed under Delaware law.
RECENT
SALES OF UNREGISTERED SECURITIES
COMMON
STOCK ISSUANCES
On
May 17, 2021, the Company issued 667 shares of its common stock to a former member of the Board of Directors who exercised stock options
at an average exercise price of $7.20 per share.
On
August 20, 2021, the Company issued an aggregate of 575 shares of its common stock to its non-employee directors at $8.70 per share,
pursuant to our annual director compensation plan for the fiscal year ending March 31, 2022.
On
December 31, 2021, the Company issued an aggregate of 2,000 shares of its common stock to a member of the Board of Directors who exercised
stock options at an average exercise price of $4.50 per share.
All
of the above issuances and sales were deemed to be exempt under Rule 506 of Regulation D and/or Section 4(2) of the Securities Act. No
advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of
persons, all of whom were accredited investors, business associates of the Singing Machine or executive officers of the Singing Machine,
and transfer was restricted by the Singing Machine in accordance with the requirement of the Securities Act. In addition to representations
by the above-reference persons, we have made independent determinations that all of the above-referenced persons were accredited or sophisticated
investors, and that they were capable of analyzing the merits and risks of their investment, and that they understood the speculative
nature of their investment. Furthermore, all of the above-referenced persons were provided with access to our Securities and Exchange
Commission filings.
PURCHASES
OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
None.
ITEM
6. [RESERVED]