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.
All
share and per-share information in this section has been retroactively adjusted to reflect the 1-for-15 reverse stock split
effectively on October 06, 2025.
Bid and ask quotations for our common shares are routinely submitted by registered broker dealers who are members
of the National Association of Securities Dealers on the NASD Over-the-Counter Electronic Bulletin Board. These quotations reflect inner-dealer
prices, without retail mark-up, mark-down or commission and may not represent actual transactions. The high and low bid information for
our shares for each quarter for the last two years, so far as information is reported, through the year ended December 31, 2024, as reported
by the Nasdaq Markets, are as follows:
2024 FISCAL YEAR
High
Low
First Quarter
$ 1.53
$ 0.50
Second Quarter
$ 1.74
$ 1.13
Third Quarter
$ 1.29
$ 0.88
Fourth Quarter
$ 1.05
$ 0.53
2023 FISCAL YEAR
High
Low
First Quarter
$ 3.66
$ 3.27
Second Quarter
$ 1.93
$ 1.72
Third Quarter
$ 1.93
$ 1.82
Fourth Quarter
$ 1.59
$ 1.44
Record
Holders
As
of April 09, 2025, there were 3,168,229 shares of the registrant’s $0.001 par value
common stock issued and outstanding, which shares were owned by approximately 5000 holders of record, based on information provided
by our transfer agent and NOBO.
Dividend
Policy
We
have never declared a cash dividend on our common stock and our Board of Directors does not anticipate that we will pay cash dividends
in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our board of directors and will
depend upon our financial condition, operating results, capital requirements, restrictions contained in our agreements and other factors
which our Board of Directors deems relevant.
36
Recent
Sales of Unregistered Securities
During
the period covered by this annual report (the fiscal year ended 2024) the company issued the following unregistered equity securities
that were not already disclosed in a quarterly report on a form 10Q or in a current report on a form 8K:
On
June 21, 2024, the Company issued 2,667 shares to a consultant at fair value of $52,800.
In
the second quarter of 2024, the Company issued 52,140 shares for conversion of Series E Preferred
share valued at $756,435.
In
the fourth quarter of 2024, the Company issued 26,667 shares for conversion of Series E Preferred share valued at $219,176.
On
October 20, 2024, the Company entered into a subscription agreement pursuant to which the Company agreed to sell up to 10,677 units to the Subscribers for an aggregate purchase price of $102,500.
On November 8, 2024, the Company entered into a securities purchase agreement with Coventry. As a
condition to the sale of the Note, the Company issued to the Buyer 2,667 shares of Common Stock as commitment
shares.
On
November 18, 2024, the Company entered into a securities purchase agreement with Mast Hill Fund, L.P. As a condition to the sale of the
Note, the Company issued to the Buyer 3,333 shares of Common Stock as commitment shares.
On
November 29, 2024, the Company entered into a securities purchase agreement as a condition to the sale of the Note, the Company issued
to the Buyer 2,667 shares of Common Stock.
On
December 23, 2024, the Company entered into a securities purchase agreement as a condition to the sale of the Note, the Company issued
33,333 shares of Common Stock to the Buyer.
As
of the filing date in 2025, the Company has issued 137,720 shares for the conversion of Series
E Preferred shares, with a total value of $756,139 year-to-date.
On
January 27, 2025, the Company issued 3,740 shares as the final payment of a note to Firstfire Global Opportunities Fund LLC.
On
February 11, 2025, the Company entered into a consulting agreement as a condition to the agreement, the Company issued 1,667 shares of Common Stock to the consultant.
On
April 04, 2025, the Company entered into a securities purchase agreement as a condition to the sale of the Note, the Company issued to
the Buyer 3,000 shares of Common Stock.
These
securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented
their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate
information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed
our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.
Item
6. Selected Financial Data.
We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information
under this item. We reserve the right not to provide the Selected Financial Data in our future filings.
37
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.