8 unchanged sentences
as one stockholder.
−Removed: January 5, 2022, the Board of Directors (the “Board”) of the Company declared a non-recurring special dividend of $0.05 for
−Removed: each outstanding share of Common Stock of the Company.
−Removed: The dividend was payable to holders of record as of the close of business on March
−Removed: Shareholders were provided the option to receive proceeds of their dividend payable in either cash or Bitcoin.
−Removed: This dividend
−Removed: was considered to be a return of capital distribution for IRS income tax purposes as the value was in excess of the Company’s accumulated
+Added: January 27, 2023, the Company’s Board of Directors (the “Board”) approved the issuance of a newly designated Series
+Added: V Preferred Stock (“Series V”) on a one-for-one basis to the Company’s shareholders (including restricted stock unit
+Added: holders and warrant holders who were entitled to such distribution).
+Added: The distribution of Series V shares was approved and completed on
+Added: June 2, 2023 to shareholders as of the record date of May 12, 2023.
+Added: The Series V:
+Added: (i) is non-convertible, (ii) has a 20% liquidation
+Added: preference over the shares of common stock, (iii) is non-voting and (iv) has certain rights to dividends and distributions (at the discretion
+Added: of the Board).
+Added: A total of 14,542,803 shares of Series V Preferred Stock were distributed to shareholders on June 2, 2023.
+Added: In June 2023,
+Added: the Series V shares commenced trading on Upstream, a Merj Exchange market (“Upstream”).
+Added: In November 2023, Upstream announced
+Added: that it was no longer providing U.S.
+Added: individuals with the ability to trade on Upstream.
+Added: All Series V shares owned by U.S investors were
+Added: returned to the transfer agent.
+Added: January 5, 2022, the Board declared a non-recurring special dividend of $0.05 for each outstanding share of Common Stock of the Company,
+Added: payable to holders of record as of the close of business on March 17, 2022.
+Added: Shareholders were provided the option to receive proceeds
+Added: of their dividend payable in either cash or Bitcoin.
+Added: The dividend distributions were considered a return of capital distribution for
+Added: IRS income tax purposes as the value was in excess of the Company’s current and accumulated earnings and profits.
+Added: The return of
+Added: capital distribution reduces the Company’s additional paid in capital balance.
The total value of dividends paid in 2022 was approximately
−Removed: The Company will evaluate the appropriateness of potential
−Removed: future dividends as the Company continues to grow its operations.
−Removed: In the first quarter of 2023,
−Removed: the Company announced that it had created a new Series V Convertible Preferred Stock (the “Series V”) with plans to distribute
−Removed: the Series V to each shareholder of record as of March 27, 2023.
−Removed: Due to anticipated changes to the structure, the Company delayed the
−Removed: key dates including the record and payments dates of the Series V distribution.
−Removed: The Company is actively working with relevant parties
−Removed: to ensure a smooth process of the distribution moving forward.
+Added: The Company will evaluate the appropriateness of potential future dividends as the Company continues to grow its operations.
SALES OF UNREGISTERED SECURITIES
addition to those unregistered securities previously disclosed in reports filed with the SEC, during the year ended December 31, 2023,
−Removed: we have issued securities without registration under the Securities Act, as described below.
+Added: we have issued securities without registration under the Securities Act of 1933 (the “Securities Act”), as described below.
or Class of Investor
of Securities
−Removed: shares of restricted stock units
−Removed: Non-Employee Directors (1)
−Removed: January 2, 2022
−Removed: 95,544 shares of restricted stock units
−Removed: Compensation for services
−Removed: shares of restricted stock units
−Removed: shares of restricted stock units
+Added: shares of restricted stock
shares of restricted stock units
+Added: Directors (1)
+Added: shares of restricted stock
+Added: Directors (1)
+Added: shares of restricted stock
+Added: Directors (1)
+Added: shares of restricted stock
+Added: 23,007 shares of restricted stock
under Section 4(a)(2) of the Securities Act and Regulation 506(b) thereunder.
2 unchanged sentences
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.