AGNT, Inc. 10-Q

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Unregistered Sales of Equity Securities The Company issued 343,331 unregistered shares of its common stock as part of the consideration for the acquisition of Zoocasa. The shares were issued to the qualified sellers of Zoocasa. The Company relied on (i) Section 4(a)(2) of the Securities Exchange Act, with respect to qualified U.S. sellers, and (ii) Reg. S of the Securities Act, with respect to qualified non-U.S. persons, as a basis for exemption from registration. The issuances were a result of private negotiation, and not pursuant to public solicitation. Issuer Purchases of Equity Securities The following table provides information about repurchases of our common stock through the quarter ended September 30, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ Period ​ Total number of shares purchased ​ Average price paid per share ​ Total number of shares purchased as part of publicly announced plans or programs (1) ​ Approximate dollar value of shares that may yet be purchased under the plans or programs 7/1/2022 - 7/31/2022 ​ 1,425,696 ​ $ 13.98 ​ 1,425,696 ​ $ 108,625,132 8/1/2022 - 8/31/2022 ​ 1,293,446 ​ 15.59 ​ 1,293,446 ​ 88,666,067 9/1/2022 - 9/30/2022 ​ 1,653,553 ​ 12.11 ​ 1,653,553 ​ 68,717,811 Total ​ 4,372,695 ​ $ 13.89 ​ 4,372,695 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) The repurchase program began on January 2, 2019 and was set to expire on June 28, 2019. On June 12, 2019, the Company, under authorization from the Board of Directors, amended the plan. The amended plan extended the repurchase program through December 31, 2019. On November 26, 2019, the Company announced the approval to increase the authorization limits of the Company’s stock repurchase program by the Board. The Board agreed to extend the stock repurchase program through the fourth quarter of 2020 and to increase the authorization for the stock repurchase program from $25.0 million to $75.0 million of the Company’s common stock. The Company discontinued the repurchase program in March 2020 and subsequently reinstated it in June 2020 with a maximum authorization of $75.0 million. In December 2020, the Board approved an increase to the total amount of its buyback program from $75.0 million to $400.0 million. On May 3, 2022, the Board authorized an increase to the Company’s stock repurchase program from $400.0 million of its common stock up to $500.0 million and approved a form of amendment to its Issuer Repurchase Plan, dated January 10, 2022 to increase monthly repurchases from $10.0 million of its common stock per month up to $20.0 million, which was signed on May 6, 2022. On September 27, 2022, the Board approved, and the Company entered into, a form of second amendment to the Issuer 25 Table of Contents Repurchase Plan, to decrease the monthly repurchases from $20 million of its common stock per month to $13.3 million. The stock repurchase program is more fully disclosed in Note 7 – Stockholders’ Equity to the condensed consolidated financial statements . Item 3. DEFAULTS UPON SENIOR SECURITIES None. Item 4. MINE SAFETY DISCLOSURES Not applicable.