Stingray Group Inc. bought $1,000,000 worth of shares (1,098,901 units at $0.91) (SEC Form 4)

$MICS
Diversified Electronic Products
Consumer Staples
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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Stingray Group Inc.

(Last) (First) (Middle)
730 WELLINGTON STREET

(Street)
MONTREAL A8 H3C 1T4

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SINGING MACHINE CO INC [ MICS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/21/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.01 par value per share ("Common Shares") 11/21/2023 P 1,098,901 A $0.91(1) 1,421,124 D(1)(2)(3)(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Stingray Group Inc.

(Last) (First) (Middle)
730 WELLINGTON STREET

(Street)
MONTREAL A8 H3C 1T4

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Boyko Eric

(Last) (First) (Middle)
730 WELLINGTON STREET

(Street)
MONTREAL A8 H3C 1T4

(City) (State) (Zip)
Explanation of Responses:
1. On November 21, 2023, Stingray Group Inc., a Canadian corporation ("Stingray"), purchased from the Issuer 1,098,901 Common Shares at a purchase price of $0.91 per Common Share in connection with the Issuer's private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder.
2. In addition to Stingray, this Form 4 is being jointly filed by Eric Boyko, a Canadian citizen ("Boyko"). As of September 30, 2023, indirectly, controlled approximately 56.11% of the combined voting power of Stingray's outstanding shares.
3. After giving effect to the transactions reported on this Form 4, Stingray directly beneficially owns 1,421,124 Common Shares and 222,223 warrants to purchase Common Shares ("Warrants"). Boyko indirectly beneficially owns 1,421,124 Common Shares (excluding Warrants).
4. 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.
By: /s/ Eric Boyko Name: Eric Boyko Title: President and Chief Executive Officer 11/24/2023
By: /s/ Eric Boyko ERIC BOYKO 11/24/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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