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Item 5. Market for Registrant’s Common Equity

2024-04-01 compared with 2023-04-21 · 94 added, 110 removed, 58 unchanged (78% of the section changed)

Market For Registrant’s

Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities.

There is no established public trading market

for our Common Stock.

Our Common Stock is currently quoted on the OTC Pink under the trading symbol “BOXS”.

For the periods

indicated, the following table sets forth the high and low bid prices per share of Common Stock based on inter-dealer prices, without

retail mark-up, mark-down or commission and may not represent actual transactions.

Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities.

is no established public trading market for our Common Stock.

Our Common Stock is currently quoted on the OTC Markets Group’s Pink

(Current Information) Open Market under the trading symbol “BLTH”.

For the periods indicated, the following table sets forth

the high and low bid prices per share of Common Stock based on inter-dealer prices, without retail mark-up, mark-down or commission and

may not represent actual transactions.

Fiscal Year 2022

8 unchanged sentences

Fourth Quarter

The last reported sales price of BoxScore’s

common stock on the OTC Pink on April 19, 2023 was $0.0055.

Penny Stock Rules

The Securities and Exchange Commission has also

adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.

Penny stocks are generally equity

securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the

NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange

A purchaser is purchasing penny stock which limits

the ability to sell the stock.

Our shares constitute penny stock under the Securities and Exchange Act.

The shares will remain penny stocks

for the foreseeable future.

The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary

market, which makes it more difficult for a purchaser to liquidate his/her investment.

Any broker-dealer engaged by the purchaser for

the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act.

than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

The penny stock rules require a broker-dealer,

prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which:

● contains a description of the nature and level of risk in the market for penny stock in both public offerings

and secondary trading;

● contains a brief, clear, narrative description of a dealer market, including “bid” and “ask”

price for the penny stock and the significance of the spread between the bid and ask price;

● contains a toll-free telephone number for inquiries on disciplinary actions;

● defines significant terms in the disclosure document or in the conduct of trading penny stocks;

● contains such other information and is in such form (including language, type, size and format) as the

SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to

effecting any transaction in a penny stock, to the customer:

● the bid and offer quotations for the penny stock;

● the compensation of the broker-dealer and its salesperson

in the transaction;

● the number of shares to which such bid and ask prices apply, or other comparable information relating

to the depth and liquidity of the market for such stock;

● monthly account statements showing the market value of each penny stock held in the customer’s account.

The last reported sales price of our common stock

on the OTC Pink on March 28, 2024 was $0.64.

All stock prices reflect the 1-for-300 reverse stock split effective as of December 8, 2023.

The market value of our common stock is susceptible

to significant changes driven by fluctuations in our quarterly operational results, general market trends, and various external factors,

many of which are outside our direct control.

Additionally, broader market volatility, along with general economic, business, and political

conditions, may adversely affect the market demand for our common stock, regardless of our actual or forecasted performance.

Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.

Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities

exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities

is provided by the exchange or system).

shares constitute penny stock under the Securities Exchange Act.

The shares will remain penny stocks for the foreseeable future.

classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more

difficult for a purchaser to liquidate his/her investment.

Any broker-dealer engaged by the purchaser for the purpose of selling his

or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act.

Rather than creating a need to

comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver

a standardized risk disclosure document, which:

a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading;

a brief, clear, narrative description of a dealer market, including “bid” and “ask” price for the penny stock

and the significance of the spread between the bid and ask price;

a toll-free telephone number for inquiries on disciplinary actions;

significant terms in the disclosure document or in the conduct of trading penny stocks;

such other information and is in such form (including language, type, size and format) as the SEC shall require by rule or regulation.

broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:

bid and offer quotations for the penny stock;

compensation of the broker-dealer and its salesperson in the transaction;

number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market

for such stock;

account statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that

15 unchanged sentences

and 10,000,000 shares of preferred stock, par value $0.001.

April 19, 2023, the Company had 3,319,240,740 shares of common stock, and 50,000 shares of Series A Preferred Stock, issued and outstanding.

1, 2024, the Company had 11,375,459 shares of common stock, and 50,000 shares of preferred stock, issued and outstanding.

As of April 1, 2024, the Company had approximately

5 unchanged sentences

ended December 31, 2023 and 2022.

BoxScore has never declared or paid any cash dividends or distributions on our common stock and intend

The Company has never declared or paid any cash dividends or distributions on our common stock and intend

to retain future earnings, if any, to support our operations and to finance expansion.

1 unchanged sentence

dividends on the common stock in the foreseeable future.

Stock Transfer Agent and Warrant Agent

The Company’s stock transfer agent is Equiniti,

1110 Centre Pointe Curve Suit 101, Mendota Heights, Minnesota, 55120.

BoxScore acts as its own warrant agent for its outstanding warrants,

and maintains all records for its preferred shares.

Recent Issuances of Unregistered Securities

The following information represents securities

sold by the Company during the period covered by this Annual Report, and the subsequent period, which were not registered under the Securities

Included are sales of reacquired securities, as well as new i ssues, securities

issued in exchange for property, services, or other securities, and new securities resulting from the modification of outstanding securities.

Transfer Agent and Warrant Agent

Company’s stock transfer agent is Transfer Online, 512 SE Salmon Street 2 nd Floor, Portland, OR 97214-3444.

acts as its own warrant agent for its outstanding warrants and maintains all records for its preferred shares.

Issuances of Unregistered Securities

following information represents securities sold by the Company during the period covered by this Annual Report, and the subsequent period,

which were not registered under the Securities Act.

Included are sales of reacquired securities, as well as new issues, securities issued

in exchange for property, services, or other securities, and new securities resulting from the modification of outstanding securities.

All issuances were exempt under Section 4(a)(2) of the Securities Act unless otherwise noted.

January 4, 2022, a noteholder converted convertible debt into 15,211,579 shares of Common

January 6, 2022, a noteholder converted convertible debt into 12,631,579 shares of Common

● On February 4, 2022, a noteholder converted

convertible debt into 11,295,526 shares of Common Stock.

● On February 10, 2022, a noteholder converted

convertible debt into 10,650,681 shares of Common Stock.

● On August 23, 2022, the Company issued fifty

thousand (50,000) shares of its Series A Preferred Convertible Stock in exchange for $50,000 of net proceeds from Adam Lipson, who is

one of our Directors.

On November 21, 2022, in consideration of the payment of $25,000, the Company issued 6,578,947 shares of its Common Stock upon the exercise of a Warrant.

On December 2, 2022, in consideration of the payment of $35,000, the Company issued 9,210,526 shares of its Common Stock upon the exercise of a Warrant.

On December 14, 2022, in consideration of the payment of $25,000, the Company issued 6,578,947 shares of its common stock upon the exercise of a Warrant.

On December 29, 2022, in consideration of the payment of $45,000, the Company issued 11,842,103 shares of its Common Stock upon the exercise of a Warrant.

December 14, 2022, the Company converted a total of $8,987,027 held by noteholders under

99 convertible promissory notes into a total of 2,818,277,866 shares of Common Stock as follows:

2,043,125,140 shares

were issued to six holders under settlement agreements with each of the noteholders.

655,868,191 shares were issued to 20

holders under the forced conversion provision under each of the respective convertible promissory notes.

119,284,531 shares

were issued to six holders as voluntary conversions by each holder under each of the respective convertible promissory notes.

● On December 26, 2022, the Company issued 7,500,000

shares to MZHCI in exchange for services rendered.

On January 5, 2023, in consideration of the payment of $14,000, the Company issued 3,684,211 shares of its Common Stock upon the exercise of a Warrant.

On January 31, 2023, in consideration of the payment of $70,000, the Company issued 18,421,053 shares of its Common Stock upon the exercise of a Warrant.

On February 28, 2023, the Company issued 2,688,478 shares of its Common Stock upon the cashless exercise of a Warrant.

On January 5, 2023, in consideration of the payment of $14,000, the company issued 12,281 shares of its common stock upon the cash exercise of a warrant.

On January 31, 2023, in consideration of the payment of $140,000, the company issued 122,808 shares of its common stock upon the cash exercise of a warrant.

On February 28, 2023, the company issued

8,987 shares of its common stock upon the cashless exercise of a warrant.

On March 27, 2023, in consideration of the payment of $35,000, the company issued 30,702 shares of its common stock upon the exercise of a warrant.

● On April 5, 2023, the Company closed transactions

with four (4) investors under which the Company issued identified convertible promissory notes with an aggregate principal amount of One

Million Five Hundred Thousand Dollars ($1,500,000).

The Company received net proceeds of $1,447,500.

On April 8, 2023, the company issued 10,679 shares of its common stock upon the cashless exercise of a warrant.

On April 30, 2023, the company issued 2,390 shares of its common stock upon the cashless exercise of a warrant.

On April 30, 2023, the company issued 833 shares of its common stock as payment for services rendered.

On May 16, 2023, the company issued 100,000 shares of its common stock as payment for services rendered.

On May 22, 2023, the company issued 65,558 shares of its common stock as payment for services rendered.

On July 31, 2023, the company issued 833 shares of its common stock as payment for services rendered.

On August 7, 2023, the company issued 22,945 shares of its common stock upon the cashless exercise of a warrant.

On August 15, 2023, the company issued 10,998 shares of its common stock upon the cashless exercise of a warrant.

On August 23, 2023, the company issued 33,333 shares of its common stock to retire preferred stock.

On September 7, 2023, the company issued 8,420 shares of its common stock related to the issuance of new convertible note.

On September 9, 2023, the company issued

6,736 shares of its common stock related to the issuance of new convertible note.

On September 11, 2023, the company issued 3,368 shares of its common stock in consideration for the extension of the maturity date of a convertible note.

On September 13, 2023, the company issued 38,732 shares of its common stock in consideration for the extension of the maturity date of three convertible notes.

On September 14, 2023, the company issued 1,684 shares of its common stock in consideration for the extension of the maturity date of a convertible note.

On September 20, 2023, the company issued 1,750 shares of its common stock as payment for services rendered.

On September 21, 2023, the company issued 11,667 shares of its common stock in consideration for the extension of the maturity date of a convertible note.

On September 21, 2023, the company issued 28,333 shares of its common stock related to the issuance of a new convertible note.

On October 17, 2023, in consideration of the payment of $35,000, the company issued 30,702 shares of its common stock upon the cash exercise of a warrant.

On October 31, 2023, the company issued 833 shares of its common stock as payment for services rendered.

Shares Repurchased by the Registrant

The Company did not purchase or repurchase any

of its securities in the years ended December 31, 2022 and 2021.

Securities Authorized for Issuance under Equity

Compensation Plans

On July 22, 2011, the Board of Directors of the

Company approved the Company’s 2011 Equity Incentive Plan (the “Plan”) and on July 26, 2011, stockholders holding a

majority of shares of the Company approved, by written consent, the Plan and the issuance under the Plan of 5,000,000 shares.

16, 2017, the Board of Directors approved an increase of 10,000,000 shares to be made available for issuance under the Plan.

the total number of shares of common stock available for issuance under the Plan is 15,000,000 shares.

Awards may be granted to employees,

officers, directors, consultants, agents, advisors and independent contractors of the Company and its related companies.

may be designated at the time of grant as either incentive stock options or nonqualified stock options.

Stock based compensation includes

expense charges related to all stock-based awards.

Such awards include options, warrants and stock grants.

Generally, the Company issues

stock options that vest over three years and expire in 5 to 10 years.

The Company did not purchase or repurchase any of its securities in

the years ended December 31, 2023 and 2022.

Authorized for Issuance under Equity Compensation Plans

July 22, 2011, the Board of Directors of the Company approved the Company’s 2011 Equity Incentive Plan (the “Plan”)

and on July 26, 2011, stockholders holding a majority of shares of the Company approved, by written consent, the Plan and the issuance

under the Plan of 16,667 shares.

On November 16, 2017, the Board of Directors approved an increase of 33,334 shares to be made available

for issuance under the Plan.

Accordingly, the total number of shares of common stock available for issuance under the Plan is 50,000

Awards may be granted to employees, officers, directors, consultants, agents, advisors and independent contractors of the Company

and its related companies.

Such options may be designated at the time of grant as either incentive stock options or nonqualified stock

Stock based compensation includes expense charges related to all stock-based awards.

Such awards include options, warrants and

stock grants.

Generally, the Company issues stock options that vest over three years and expire in 5 to 10 years.

The Company records share-based payments under

13 unchanged sentences

of December 31, 2023, regarding equity compensation plans under which the equity securities are authorized for issuance.

Equity Plan Compensation Information

Plan Category

Plan Compensation Information

options, warrants

Weighted average

options, warrants

Equity compensation plans approved by securities holders (1)

Pursuant to the 2011 Equity Incentive Plan, as amended.

Not applicable.

compensation plans approved by securities holders (1)

Equity compensation plans not approved by security holders

to the 2011 Equity Incentive Plan, as amended.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity