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RECENT DEVELOPMENTS | 3 Months Ended
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Jun. 30, 2023
Recent Developments |
RECENT DEVELOPMENTS | NOTE 2 - RECENT DEVELOPMENTS ATM Offering On February 15, 2023, we entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with Aegis Capital Corp, as sales agent (the “Agent”), pursuant to which we could offer and sell, from time to time, through the Agent (the “ATM Offering”), up to approximately $1.8 million in shares of our common stock. During the fiscal year ended March 31, 2023, we received total net proceeds from the ATM Offering of approximately $36,000 on sales of 14,230 shares of common stock at an average price of $2.56 per share. Through May 12, 2023, we sold 1,067,000 shares of common stock through the ATM offering at an average price of approximately $1.64 per share for gross proceeds of approximately $1,745,000. We received net cash proceeds of approximately $1,690,000 after payment of brokerage commissions and administrative fees to the agent. The ATM Offering closed on May 12, 2023. Acquisition On June 13, 2022, Ault Alliance, Inc. (“Ault Alliance”) formerly known as Bitnile Holdings, Inc., Ault Lending, LLC (“Ault Lending”) formerly known as Digital Power Lending, LLC and a subsidiary of Ault Alliance and Milton C. Ault III (“Ault”), Founder and Executive Chairman of Ault Alliance (collectively the “Reporting Persons”) filed a joint Schedule 13D filing (the “Schedule 13D”) reporting that the Reporting Persons acquired, in the aggregate, 52.8% of the issued and outstanding shares of common stock at the date of the filing of the Schedule 13D, par value $0.01 per share (the “Common Stock”) of the Company, through open market purchases. The Reporting Persons may be deemed to beneficially own an aggregate of 1,808,000 shares of the Common Stock or approximately 42.8% of the outstanding shares of common stock as of the date of this report. As these purchases were made in the open market, control of the Company was not assumed from a particular person or group of persons. THE SINGING MACHINE COMPANY, INC AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2023 and 2022 (Unaudited) Public Offering On May 23, 2022, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp., who acted as the sole underwriter (the “Underwriter”), in a firm commitment underwritten public offering pursuant to which the Company sold to the Underwriter 1,000,000 shares of its common stock for gross proceeds of $4,000,000 prior to deducting underwriting discounts and commissions and other estimated offering expenses of approximately $637,000. The price to the public in the offering was $4.00 per Share, before underwriting discounts and commissions. The offering closed on May 26, 2022. The Company received net proceeds of approximately $3,363,000. Pursuant to the terms of the Underwriting Agreement, the Company issued to the Underwriter warrants to purchase up to 100,000 shares of common stock representing 10% of the shares sold in the offering, excluding any shares sold through the over-allotment option. The warrants are exercisable six months from the commencement of sales under the offering, have an exercise price of $5.00 per share and expire five years from the date of issuance. The Company estimated the fair value of these warrants to be approximately $244,000 using the Black-Scholes Model based on the following input assumptions: common stock price of $2.90, expected life of the warrants of 3 years; stock price volatility of 176%; dividend yield of 0%; and the risk-free interest rate of 2.63%.

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