1 unchanged sentence
10b5-1 Trading Arrangement
−Removed: the three months ended June 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement”
+Added: the three months ended September 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement”
or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
−Removed: Asset Purchase Agreement dated June 11, 2024, between The Singing Machine Company, Inc., SemiCab, Inc.
−Removed: and SemiCab Holdings, LLC (incorporated by reference to Exhibit 2.1 in the Singing Machine’s Current Report on Form 8-K filed with the SEC on June 12, 2024).
+Added: Certificate of Amendment of Incorporation dated August 27, 2024 (incorporated by reference to Exhibit 3.1 in the Company’s Form 8-K filed with the SEC on September 6, 2024).
Amendment No.
−Removed: 1 to Asset Purchase Agreement dated July 1, 2024, among The Singing Machine Company, Inc., SemiCab, Inc.
−Removed: and SemiCab Holdings LLC (incorporated by reference to Exhibit 2.2 in the Singing Machine’s Current Report on Form 8-K filed with the SEC on July 5, 2024).
−Removed: Operating Agreement between The Singing Machine Company, Inc., SemiCab Holdings, LLC and SemiCab, Inc.
−Removed: (incorporated by reference to Exhibit 10.1 in the Singing Machine’s Current Report on Form 8-K filed with the SEC on June 12, 2024).
−Removed: At-The-Market Issuance Sales Agreement by and between The Singing Machine Company, Inc.
−Removed: and Ascendiant Capital Markets, LLC, dated June 26, 2024 (incorporated by reference to Exhibit 1.1 in the Singing Machine’s Current Report on Form 8-K filed with the SEC on June 27, 2024).
−Removed: Amendment to At-The-Market Issuance Sales Agreement by and between The Singing Machine Company, Inc.
−Removed: and Ascendiant Capital Markets, LLC, dated July 8, 2024 (incorporated by reference to Exhibit 10.1 in the Singing Machine’s Current Report on Form 8-K filed with the SEC on July 9, 2024).
+Added: 1 to Amended By-laws, effective October 18, 2024 (incorporated by reference to Exhibit 3.1 in the Company’s Form 8-K filed with the SEC on October 21, 2024).
+Added: Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 in the Company’s Form 8-K filed with the SEC on October 24, 2024).
+Added: Form of Original Issue Discount Senior Secured Note (incorporated by reference to Exhibit 10.2 in the Company’s Form 8-K filed with the SEC on October 24, 2024).
+Added: Form of Guarantee (incorporated by reference to Exhibit 10.3 in the Company’s Form 8-K filed with the SEC on October 24, 2024).
+Added: Stock Repurchase Agreement dated November 1, 2024 (incorporated by reference to Exhibit 10.1 in the Company’s Form 8-K filed with the SEC on November 7, 2024).
Certification of Chief Executive Officer required by Rule 13a-14(a) or 15d-14(a).
1 unchanged sentence
Certification of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
−Removed: Inline XBRL Instance Document
−Removed: Inline XBRL Taxonomy Extension
−Removed: Schema Document
−Removed: Inline XBRL Taxonomy Extension
−Removed: Calculation Linkbase Document
−Removed: Inline XBRL Taxonomy Extension
−Removed: Definition Linkbase Document
−Removed: Inline XBRL Taxonomy Extension
−Removed: Label Linkbase Document
−Removed: Inline XBRL Taxonomy Extension
−Removed: Presentation Linkbase Document
−Removed: Cover Page Interactive
−Removed: Data File (formatted as Inline XBRL and contained in Exhibit 101)
−Removed: Filed herewith.
−Removed: Furnished herewith.
+Added: XBRL Instance Document
+Added: XBRL Taxonomy Extension Schema Document
+Added: XBRL Taxonomy Extension Calculation Linkbase Document
+Added: Inline XBRL Taxonomy Extension Definition Linkbase
+Added: Inline XBRL Taxonomy Extension Label Linkbase Document
+Added: Inline XBRL Taxonomy Extension Presentation Linkbase
+Added: Cover Page Interactive Data File (formatted as Inline
+Added: XBRL and contained in Exhibit 101)
to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
−Removed: THE SINGING MACHINE COMPANY, INC.
−Removed: August 19, 2024
+Added: HOLDINGS, INC.
+Added: November 19, 2024
Gary Atkinson
−Removed: Chief Executive Officer
−Removed: (Principal Executive Officer)
+Added: Executive Officer
+Added: Executive Officer)
Richard Perez
−Removed: Chief Financial Officer
−Removed: (Principal Financial and Accounting Officer)
+Added: Financial Officer
+Added: Financial and Accounting Officer)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.