UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 6)1
The Singing Machine Company, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
829322304
(CUSIP Number)
Milton C, Ault, III
AULT ALLIANCE, INC.
11411 Southern Highlands Parkway, Suite 240
Las Vegas, NV 89141
(949) 444-5464
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 24, 2023
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| - 1 - |
| 1 | NAME OF REPORTING PERSONS
Ault Alliance, Inc. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS WC | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
1,808,000 (1) | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
1,808,000 (1) | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,808,000 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.2% | |
| 14 | TYPE OF REPORTING PERSON
CO | |
| (1) | Represents shares of Common Stock held by Ault Lending, LLC. |
| - 2 - |
| 1 | NAME OF REPORTING PERSONS
Ault Lending, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS WC | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
1,808,000 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
1,808,000 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,808,000 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.2% | |
| 14 | TYPE OF REPORTING PERSON
OO | |
| - 3 - |
| 1 | NAME OF REPORTING PERSONS
Milton C. Ault, III | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A. | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
1,808,000 (1) | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
1,808,000 (1) | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,808,000 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.2% | |
| 14 | TYPE OF REPORTING PERSON
IN | |
| (1) | Represents shares of Common Stock held by Ault Lending, LLC. |
| - 4 - |
| 1 | NAME OF REPORTING PERSONS
Kenneth S. Cragun | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A. | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
667(2) |
| 8 | SHARED VOTING POWER
0 | |
| 9 | SOLE DISPOSITIVE POWER
667(2) | |
| 10 | SHARED DISPOSITIVE POWER
0 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
667(2) | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% | |
| 14 | TYPE OF REPORTING PERSON
IN | |
| (2) | Represents 667 shares of Common Stock underlying certain stock options which are currently exercisable. |
| - 5 - |
| 1 | NAME OF REPORTING PERSONS
Henry C. W. Nisser | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) [_] (b) [_] | |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)[_] | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A. | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
0 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
0 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[_] | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |
| 14 | TYPE OF REPORTING PERSON
IN | |
| - 6 - |
| 1 | NAME OF REPORTING PERSONS
James M. Turner | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A. | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
667(2) |
| 8 | SHARED VOTING POWER
0 | |
| 9 | SOLE DISPOSITIVE POWER
667(2) | |
| 10 | SHARED DISPOSITIVE POWER
0 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
667(2) | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% | |
| 14 | TYPE OF REPORTING PERSON
IN | |
| (2) | Represents 667 shares of Common Stock underlying certain stock options which are currently exercisable. |
| - 7 - |
This Amendment No. 6 (“Amendment No. 6”) amends and supplements the Schedule 13D filed by the undersigned on June 13, 2022 as amended on June 16, 2022, June 24, 2022, July 11, 2022, July 29, 2022 and September 21, 2022 (the “Schedule 13D”). Except as otherwise specified in this Amendment No. 6, all items in the Schedule 13D are unchanged. All capitalized terms used in this Amendment No. 6 and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. This Amendment No. 6 is being filed to reflect, among other things, a change in beneficial ownership resulting from an increase in the number of the Shares outstanding, as reported in the Issuer’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 24, 2023.
| Item 2. | Identity and Background. |
Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
| (a) | This statement is filed by: |
| (i) | Ault Alliance, Inc., a Delaware corporation (“Ault Alliance”), with respect to the Shares beneficially owned by it through its subsidiary Ault Lending, LLC; |
| (ii) | Ault Lending, LLC, a California limited liability company (“Ault Lending”), with respect to the Shares directly and beneficially owned by it; |
| (iii) | Milton C. Ault, III, Founder and Executive Chairman of Ault Alliance; |
| (iv) | Kenneth S. Cragun, Chief Financial Officer of Ault Alliance and a member of the Board of Directors of the Issuer; |
| (v) | Henry C. W. Nisser, President and General Counsel of Ault Alliance and a member of the Board of Directors of the Issuer; and |
| (vi) | James M. Turner, Deputy General Counsel and Vice President of Legal Affairs of Ault Alliance and a member of the Board of Directors of the Issuer. |
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal occupation or employment, principal business address and citizenship of the executive officers and directors of Ault Alliance. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed in Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.
Set forth on Schedule B annexed hereto (“Schedule B”) is the name and present principal occupation or employment, principal business address and citizenship of the executive officers and directors of Ault Lending. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed in Schedule B beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.
(b) The principal business address of Ault Alliance is 11411 Southern Highlands Parkway, Suite 240, Las Vegas, Nevada 89141. The principal business address of Ault Lending is 940 South Coast Drive, Suite 200, Costa Mesa, CA 92626. The principal business address of Mr. Ault, Mr. Cragun, Mr. Nisser and Mr. Turner is c/o Ault Alliance, Inc., 11411 Southern Highlands Parkway, Suite 240, Las Vegas, Nevada 89141. The principal business address of the persons listed in Schedules A and B is set forth therein.
| - 8 - |
(c) Ault Alliance is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, Ault Alliance owns and operates a data center at which it mines Bitcoin and provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, automotive, telecommunications, medical/biopharma, and textiles. The principal business of Ault Lending is investing in securities. The principal occupation of Mr. Ault is serving as the Executive Chairman of Ault Alliance. The principal occupation of Mr. Cragun is serving as the Chief Financial Officer of Ault Alliance. The principal occupation of Mr. Nisser is serving as the President and General Counsel of Ault Alliance. The principal occupation of Mr. Turner is serving as the Deputy General Counsel and Vice President of Legal Affairs of Ault Alliance. The principal occupation of the persons listed in Schedules A and B is set forth therein.
(d) No Reporting Person nor any person listed in Schedules A or B has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person nor any person listed in Schedules A or B has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Ault, Mr. Cragun and Mr. Turner are citizens of the United States of America. Mr. Nisser is a citizen of Sweden. The citizenship of the persons listed in Schedules A and B is set forth therein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The Shares purchased by Ault Lending were purchased with working capital in open market purchases. As of the date of this Amendment No. 6, Ault Lending has expended an aggregate of $9,409,387.14 for the purchase of the Shares.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The aggregate percentage of Shares reported owned by each Reporting Person herein is based upon 6,418,061 Shares outstanding, which is the total number of Shares outstanding as of November 21, 2023, as reported in the Issuer’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 24, 2023.
| A. | Ault Alliance |
| (a) | As of the date hereof, Ault Alliance may be deemed to beneficially own 1,808,000 Shares, consisting of Shares held by Ault Lending. Ault Alliance may be deemed to beneficially own the Shares beneficially owned by Ault Lending by virtue of its relationship with such entity described in Item 2. |
Percentage: 28.2%
| (b) | 1. Sole power to vote or direct vote: 0 |
2. Shared power to vote or direct vote: 1,808,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,808,000
| (c) | Ault Alliance has not entered into any transactions in the Shares during the past sixty days. |
| - 9 - |
| B. | Ault Lending |
| (a) | As of the date hereof, Ault Lending beneficially owns 1,808,000 Shares held directly by it. |
Percentage: 28.2%
| (b) | 1. Sole power to vote or direct vote: 0 |
2. Shared power to vote or direct vote: 1,808,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,808,000
| (c) | Ault Lending has not entered into any transactions in the Shares during the past sixty days. |
| C. | Milton C. Ault, III |
| (a) | As of the date hereof, Mr. Ault may be deemed to beneficially own 1,808,000 Shares, consisting of Shares held by Ault Lending. Mr. Ault may be deemed to beneficially own the Shares beneficially owned by Ault Lending by virtue of his relationship with such entity described in Item 2. |
Percentage: 28.2%
| (b) | 1. Sole power to vote or direct vote: 0 |
2. Shared power to vote or direct vote: 1,808,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,808,000
| (c) | Mr. Ault has not entered into any transactions in the Shares during the past sixty days. |
| D. | Kenneth S. Cragun |
| (a) | As of the date hereof, Mr. Cragun beneficially owned 667 Shares, which are issuable upon the exercise of stock options that are currently exercisable. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 667 |
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 667
4. Shared power to dispose or direct the disposition: 0
| (c) | Mr. Cragun has not entered into any transactions in the Shares during the past sixty days. |
| E. | Henry C. W. Nisser |
| (a) | As of the date hereof, Mr. Nisser beneficially owned 0 Shares. |
Percentage: 0%
| (b) | 1. Sole power to vote or direct vote: 0 |
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
| (c) | Mr. Nisser has not entered into any transactions in the Shares during the past sixty days. |
| - 10 - |
| F. | James M. Turner |
| (a) | As of the date hereof, Mr. Turner beneficially owned 667 Shares, which are issuable upon the exercise of stock options that are currently exercisable. |
Percentage: Less than 1%
| (b) | 1. Sole power to vote or direct vote: 667 |
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 667
4. Shared power to dispose or direct the disposition: 0
| (c) | Mr. Turner has not entered into any transactions in the Shares during the past sixty days. |
The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
| (d) | No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
| (e) | Not applicable. |
| - 11 - |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows:
On November 28, 2023, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
| - 12 - |
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: November 28, 2023
| AULT ALLIANCE, INC. | ||||
| /s/ Milton C. Ault, III | ||||
| MILTON C. AULT, III | By: | /s/ Milton C. Ault, III | ||
| Name: | Milton C. Ault, III | |||
| Title: | Executive Chairman | |||
| AULT LENDING, LLC | ||||
| /s/ Kenneth S. Cragun | ||||
| KENNETH S. CRAGUN | By: | /s/ David J. Katzoff | ||
| Name: | David J. Katzoff | |||
| Title: | Manager | |||
| /s/ Henry C. W. Nisser | |
| Henry C. W. Nisser | |
| /s/ James M. Turner | |
| JAMES M. TURNER |
| - 13 - |
SCHEDULE A
Officers and Directors of Ault Alliance, Inc.
| Name and Position | Principal Occupation | Principal Business Address | Citizenship |
|
Milton C. Ault, III Executive Chairman |
Executive Chairman of Ault Alliance, Inc. | c/o Ault Alliance, Inc. 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141 | USA |
|
William B. Horne Chief Executive Officer and Director |
Chief Executive Officer of Ault Alliance, Inc. | c/o Ault Alliance, Inc. 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141 | USA |
|
Henry C.W. Nisser President, General Counsel and Director |
President and General Counsel of Ault Alliance, Inc. | c/o Ault Alliance, Inc. 100 Park Avenue, 16th Floor, Suite 1658A, New York, NY 10017 | Sweden |
|
Kenneth S. Cragun Chief Financial Officer |
Chief Financial Officer of Ault Alliance, Inc. | c/o Ault Alliance, Inc. 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141 | USA |
|
Howard Ash Independent Director |
Chairman of Claridge Management | c/o Ault Alliance, Inc. 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141 | USA |
|
Jeffrey A. Bentz Independent Director |
President of North Star Terminal & Stevedore Company | c/o Ault Alliance, Inc. 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141 | USA |
|
Robert O. Smith Independent Director |
Independent Executive Consultant | c/o Ault Alliance, Inc. 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141 | USA |
|
Moti Rosenberg Independent Director |
Independent Consultant | c/o Ault Alliance, Inc. 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141 | Israel |
| - 14 - |
SCHEDULE B
Officers and Directors of Ault Lending, LLC
| Name and Position | Principal Occupation | Principal Business Address | Citizenship |
|
David J. Katzoff Manager |
Manager of Ault Lending, LLC | c/o Ault Lending, LLC, 940 South Coast Drive, Suite 200, Costa Mesa, CA 92626 | USA |
- 15 -
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Common Shares, $0.01 par value, of The Singing Machine Company, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
Dated: November 28, 2023
| AULT ALLIANCE, INC. | ||||
| /s/ Milton C. Ault, III | ||||
| MILTON C. AULT, III | By: | /s/ Milton C. Ault, III | ||
| Name: | Milton C. Ault, III | |||
| Title: | Executive Chairman | |||
| AULT LENDING, LLC | ||||
| /s/ Kenneth S. Cragun | ||||
| KENNETH S. CRAGUN | By: | /s/ David J. Katzoff | ||
| Name: | David J. Katzoff | |||
| Title: | Manager | |||
| /s/ Henry C. W. Nisser | |
| Henry C. W. Nisser | |
| /s/ James M. Turner | |
| JAMES M. TURNER |