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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/18/22 Singing Machine Co. Inc. 8-K:5,9 4/12/22 11:438K M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 35K
2: EX-10.1 Material Contract HTML 113K
6: R1 Cover HTML 48K
9: XML IDEA XML File -- Filing Summary XML 12K
7: XML XBRL Instance -- form8-k_htm XML 15K
8: EXCEL IDEA Workbook of Financial Reports XLSX 6K
4: EX-101.LAB Inline XBRL Taxonomy Extension Label Linkbase XML 98K
Document -- smdm-20220412_lab
5: EX-101.PRE Inline XBRL Taxonomy Extension Presentation XML 65K
Linkbase Document -- smdm-20220412_pre
3: EX-101.SCH Inline XBRL Taxonomy Extension Schema Document -- XSD 12K
smdm-20220412
10: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K
11: ZIP XBRL Zipped Folder -- 0001493152-22-010244-xbrl Zip 37K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i April 12, 2022
THE SINGING MACHINE COMPANY, INC.
(Exact name of registrant as specified in charter)
| i Delaware | i 0-24968 | i 95-3795478 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
i 6301 NW 5th Way, i Suite 2900
i Fort Lauderdale i FL i 33309
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| i Common stock, par value $0.01 per share | i SMDM | OTCQX |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
If an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
C:
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 12, 2022, the Board of Directors of The Singing Machine Company, Inc. (the “Company”) approved The Singing Machine Company, Inc. 2022 Equity Incentive Plan, or the 2022 Plan. The 2022 Plan provides for the issuance of equity incentive awards, such as stock options, stock appreciation rights, stock awards, restricted stock, stock units, performance awards and other stock or cash-based awards collectively, the “Awards.” Awards may be granted under the 2022 Plan to the Company’s employees, officers, directors, consultants, agents, advisors and independent contractors.
The maximum number of shares of common stock initially available for issuance under the 2022 Plan is 7,000,000 shares of common stock and thereafter an annual increase shall be added as of the first day of the Company’s fiscal year beginning in 2023, equal to the least of (i) 5% of the outstanding common stock on a fully diluted basis as of the end of the Company’s immediately preceding fiscal year, (ii) 1,000,000 shares, and (iii) a lesser amount as determined by the Board of Directors. The shares of common stock subject to stock awards granted under the 2022 Plan that lapse, terminate, expire prior to exercise, are canceled or are forfeited, shall again become available for issuance under the 2022 Plan. Shares subject to a stock award under the 2022 Plan shall not again be made available for issuance or delivery under the 2022 Plan if such shares are (i) shares tendered by a participant or retained by the Company as full or partial payment to the Company for the exercise or purchase price of an award or (ii) shares used to satisfy tax withholding obligations in connection with an award.
Notwithstanding any other provision of the 2022 Plan to the contrary, unless the plan administrator determines otherwise with respect to a particular award, in the event of a change of control, if and to the extent an outstanding award is not converted, assumed, substituted for or replaced by the successor company, then such award will terminate upon effectiveness of the change of control. Prior to the change of control, the plan administrator may approve accelerated vesting and/or lapse of forfeiture or repurchase restrictions with respect to all or a portion of the unvested portions of such awards, any such determinations to be made by the plan administrator in its sole discretion. A change in control includes:
| ● | certain acquisitions of beneficial ownership of more than 50% of our total voting power; | |
| ● | a change in the composition of the board of directors during any two-year period such that the individuals who, as of the beginning of such two-year period, constitute the board of directors cease for any reason to constitute at least a majority of the board, as defined in the 2022 Plan; and | |
| ● | the consummation of a company transaction, as defined in the 2022 Plan. |
The Board of Directors may amend, suspend or terminate the 2022 Plan or a portion of it at any time; however, to the extent required by applicable law, regulation or stock exchange rule, stockholder approval shall be required for any amendment to the 2022 Plan. The 2022 Plan is scheduled to terminate automatically in ten (10) years following the earlier of (a) the date the Board of Directors adopted the 2022 Plan and (b) the date the shareholders approved the 2022 Plan.
The 2022 Plan is filed with this report as Exhibit 10.1 and is incorporated herein by reference. The foregoing description is subject to, and qualified in its entirety by, the 2022 Plan.
Item 9.01 Exhibits
Exhibit No. |
Description | |
| 10.1 | The Singing Machine 2022 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
C:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 18, 2022
| THE SINGING MACHINE COMPANY, INC. | ||
| By: | /s/ Gary Atkinson | |
| Gary Atkinson | ||
| Chief Executive Officer | ||
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/18/22 | None on these Dates | ||
| For Period end: | 4/12/22 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/15/24 Singing Machine Co. Inc. 10-KT 12/31/23 91:7.5M M2 Compliance LLC/FA 7/14/23 Singing Machine Co. Inc. 10-K 3/31/23 91:8.6M M2 Compliance LLC/FA 2/15/23 Singing Machine Co. Inc. 424B3 1:371K M2 Compliance LLC/FA 1/11/23 Singing Machine Co. Inc. S-3 6:1.5M M2 Compliance LLC/FA 11/01/22 Singing Machine Co. Inc. S-8 11/01/22 4:289K M2 Compliance LLC/FA 9/23/22 Singing Machine Co. Inc. 424B3 9/22/22 1:124K M2 Compliance LLC/FA 9/16/22 Singing Machine Co. Inc. POS AM 4:282K M2 Compliance LLC/FA 8/24/22 Singing Machine Co. Inc. S-3 4:281K M2 Compliance LLC/FA 7/14/22 Singing Machine Co. Inc. 10-K 3/31/22 91:7.5M M2 Compliance LLC/FA 5/05/22 Singing Machine Co. Inc. S-1/A 85:10M M2 Compliance LLC/FA 4/29/22 Singing Machine Co. Inc. S-1/A 83:10M M2 Compliance LLC/FA |