Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.
Common Stock
Our common stock, par value $0.000001
per share, has been publicly traded on the Nasdaq Global Market under the symbol “ACTU” since our initial public offering
(“IPO”) on August 13, 2024. Prior to our IPO, there was no public market for our common stock.
As of February 28, 2025, there
were 171 holders of record of our common stock. This number was derived from our shareholder records and does not include beneficial owners
of our common stock whose shares are held in the name of various dealers, clearing agencies, banks, brokers and other fiduciaries.
Dividends
We have never declared
or paid any cash dividends on our capital stock. We intend to retain future earnings, if any, to finance the operation of our business
and do not anticipate paying any cash dividends on our capital stock in the foreseeable future. Any future determination related to our
dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations,
current and anticipated capital requirements, business prospects and other factors our board of directors deems relevant, and subject
to applicable laws and the restrictions contained in any future financing instruments.
Securities Authorized for Issuance Under Equity Compensation Plans
See Item 12 of Part III
of this Report for information about our equity compensation plans which is incorporated by reference herein.
Performance Graph
Not applicable.
Recent Sales of Unregistered Securities
During
2024, we granted to certain of our employees (in connection with services provided to us by such persons) options to purchase 127,780
shares of our common stock with a weighted average exercise price of $4.68 under the 2015 Stock Incentive Plan (“2015 Plan”).
The stock
options and the common stock issuable upon the exercise of such options as described above were issued pursuant to written compensatory
plans or arrangements with our employees, in reliance on the exemption from the registration requirements of the Securities Act provided
by Rule 701 promulgated under the Securities Act. All recipients either received adequate information about us or had access, through
employment or other relationships, to such information. On August 14, 2024, we filed a registration statement on Form S-8 under the Securities
Act to register all of the shares of our common stock subject to outstanding options and all shares of our common stock otherwise issuable
pursuant to our equity compensation plans.
102
Use of Proceeds
On
August 12, 2024, our registration statement on Form S-1 (File No. 333-279734) was declared effective by the SEC for our initial public
offering. On August 14, 2024, the Company completed the closing of its IPO of 2,800,000 shares of common stock at an initial offering
price to the public of $8.00 per share, before the underwriters discount of $0.56 per share. Additionally, the underwriters exercised
their Overallotment Option (as defined below) to purchase an additional 420,000 shares at the same price of $8.00 per share less the underwriters
discount on September 12, 2024. The Company received net proceeds of approximately $22 million, after deducting discounts and commissions
and other estimated offering expenses of approximately $3.7 million, in exchange for the issuance of 3,220,000 shares of common stock
of the Company, including shares issued under the Overallotment Option. There has been no material change in the planned use of proceeds
from that described in the final prospectus for our initial public offering filed with the SEC pursuant to Rule 424(b)(4) under the Securities
Act. Titan Partners Group LLC, a division of American Capital Partners, LLC, acted as sole bookrunner and Newbridge Securities Corporation
acted as co-manager in the offering.
Issuer Repurchases of Equity Securities
None.
Item 6. [Reserved].