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 trades under the symbol “BTOC” on the
Nasdaq Global Market.
Holders of Record
As of September 26, 2024, we had 41,634,000 shares
of common stock issued and outstanding held by 31 stockholders of record, not including beneficial holders whose shares are held in names
other than their own.
Dividend Policy
As of the date of this annual report, we have
not paid any cash dividends on our common stock, and our board of directors intends to continue a policy of retaining earnings, if any,
for use in our operations. We are organized under the Nevada Revised Statutes, which prohibits the payment of a dividend if, after giving
it effect, we would not be able to pay our debts as they become due in the usual course of business or our total assets would be less
than the sum of our total liabilities. Any determination by our board of directors to pay dividends in the future to stockholders will
be dependent upon our operational results, financial condition, capital requirements, business projections, general business conditions,
statutory and regulatory restrictions, and any other factors deemed appropriate by our board of directors.
Equity Compensation Plans
For information on securities authorized for issuance
under our existing equity compensation plan, see Item 12 under the heading “Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.”
Recent Sales of Unregistered Securities
Other than previously disclosed in our quarterly
reports on Form 10-Q or current reports on Form 8-K, during the period covered by this annual report, we did not issue any securities
which were not registered under the Securities Act of 1933, as amended (the “Securities Act”).
Use of Proceeds
The following “Use of Proceeds” information
relates to the registration statement on Form S-1, as amended (File Number 333-274667) for our IPO, which registration statement was declared
effective by the U.S. Securities and Exchange Commission (“SEC”) on May 13, 2024. In May 2024, we completed our IPO, in which
we issued and sold an aggregate of 1,600,000 shares of common stock, at a price of $5.00 per share for $8,000,000. EF Hutton LLC was the
representative of the underwriters of our IPO.
We incurred approximately $3. 0
million in expenses in connection with our IPO, which included approximately $600,000 in underwriting discounts, approximately $81,700
in expenses paid to or for underwriters, and approximately $2.3 million in other expenses. None of the transaction expenses included payments
to directors or officers of our Company or their associates, persons owning more than 10% or more of our equity securities or our affiliates.
None of the net proceeds we received from the IPO were paid, directly or indirectly, to any of our directors or officers or their associates,
persons owning 10% or more of our equity securities or our affiliates.
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The
net proceeds raised from the IPO were $5,214,851 after deducting underwriting discounts and the offering expenses payable by us. As of
the date of this annual report, we have used approximately $2.8 million for
working capital and other general corporate purposes in support of our current business. We intend to use the remaining proceeds from
our IPO in the manner disclosed in our registration statement.
Recent Purchases of Equity Securities
None.
Item 6. [Reserved].