1 unchanged sentence
Market for Our Common Stock
−Removed: As of December 31, 2022, our common stock was quoted on the Nasdaq Global Market under the symbol "ADES." The trading volume for our common stock is relatively limited.
+Added: Effective February 1, 2024, our common stock is quoted on the Nasdaq Global Market under the symbol "ARQ." Prior to that, our common stock was quoted on the Nasdaq Global Market under the symbol "ADES." The trading volume for our common stock is relatively limited.
There is no assurance that an active trading market will provide adequate liquidity for our existing stockholders or for persons who may acquire our common stock in the future.
−Removed: In June 2017, we commenced a quarterly cash dividend program of $0.25 per common share and made our most recent payment in March 2020.
−Removed: Under the Loan Agreement with CF Global, we are generally prohibited from paying dividends on our common stock as long as the Term Loan remains outstanding.
−Removed: Even if the Term Loan with CF Global is repaid, it is unlikely for the foreseeable future that we will resume declaring quarterly cash dividends under a dividend program.
−Removed: The number of holders of record of our common stock as of February 24, 2023 was approximately 900.
−Removed: The approximate number of beneficial stockholders is estimated at 8,300.
−Removed: Purchases of Equity Securities by the Company and Affiliated Purchasers
−Removed: We had no repurchases of our common stock for the three months ended December 31, 2022.
−Removed: We maintain a program to repurchase up to $20.0 million of shares of our common stock under a stock repurchase program (the "Stock Repurchase Program") through open market transactions at prevailing market prices.
−Removed: The Board subsequently approved an amendment to The Stock Repurchase Program in which it authorized an incremental $7.1 million, resulting in a total of $10.0 million of shares of our common stock allowable to repurchase.
−Removed: As of December 31, 2022, $7.0 million of shares of our common stock remained outstanding for repurchase under the Stock Repurchase Program, which will remain in effect until all amounts are utilized or it is otherwise modified by the Board.
−Removed: It is unlikely for the foreseeable future that we will resume repurchasing of our common stock under the repurchase program.
+Added: Our most recent dividend payment was in March 2020.
+Added: We do not intend to declare or pay cash dividends in the foreseeable future.
+Added: The Company had 875 holders of record of our common stock as of March 5, 2024.
+Added: The number of holders of record of our common stock is based upon the actual number of holders registered on the books of the Company as of such date and does not include holders of shares that are held in street name by brokers or other nominees.
+Added: Recent Sales of Unregistered Securities and Use of Proceeds from Registered Securities
+Added: On February 1, 2023, we entered into subscription agreements with certain persons (the "Subscribers"), which included existing shareholders of Arq Ltd., three of which were appointed to our Board of Directors, pursuant to which the Subscribers subscribed for and purchased 3,842,315 shares of our Common Stock for an aggregate purchase price of $15.4 million and at a price per share of $4.00 (such transaction, the "PIPE Investment").
+Added: On July 17, 2023, we entered into a subscription agreement (the "Subscription Agreement") with Mr.
+Added: Robert "Bob" Rasmus and entities controlled by Mr.
+Added: Rasmus, in connection with his appointment as our President and Chief Executive Officer.
+Added: Pursuant to the Subscription Agreement, Mr.
+Added: Rasmus subscribed for and agreed to purchase 950,000 shares of our common stock, par value $0.001 per share, from the Company for an aggregate purchase price of $1.8 million (at a price per share of approximately $1.90).
+Added: The securities issued to the Subscribers and Mr.
+Added: Rasmus under the PIPE Investment and the Subscription Agreement, respectively, were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act, Rule 506 of Regulation D, which is promulgated thereunder, and Regulations S of the Securities Act.
+Added: We are relying on this exemption from registration based in part on representations made by each of the Subscribers and Mr.
+Added: Rasmus under their respective subscription agreements.
+Added: The sale of the securities pursuant to the PIPE Investment has been subsequently registered under the Securities Act on Registration No.
+Added: 333-276375, which was declared effective on January 31, 2024.
+Added: The sale of the securities pursuant to the Subscription Agreement (the "Subscriber Shares") has not been registered under the Securities Act or any state securities laws.
+Added: The Subscriber Shares may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
+Added: Purchases of Equity Securities by the Issuer and Affiliated Purchasers
+Added: Share Repurchases
+Added: We maintain a program to repurchase up to $20.0 million of shares of our common stock under a stock repurchase program (the "Stock Repurchase Program") through open market transactions at prevailing market prices, of which $7.0 million remained available at December 31, 2023.
+Added: No purchases were made during the three months ended December 31, 2023.
+Added: It is unlikely for the foreseeable future that we will resume repurchasing shares of our common stock under the Stock Repurchase Program.
+Added: Tax Withholding
+Added: The following table contains information about common shares that we withheld from delivering to employees during the fourth quarter of 2023 to satisfy their respective tax obligations related to stock-based awards.
+Added: Period Total Number of Common Shares Purchased Average Price
+Added: Common Share Total Number of Common Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Dollar Value) of Common Shares that May Yet Be Purchased Under the Plans or Programs
+Added: October 1, 2023 to October 31, 2023 — — N/A N/A
+Added: November 1, 2023 to November 30, 2023 — $ — N/A N/A
+Added: December 1, 2023 to December 31, 2023 7,969 $ 2.71 N/A N/A
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