CITIZENS, INC. 10-Q

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Unregistered Sales of Equity Securities and Use of Proceeds During the three months ended September 30, 2022, the Company issued 5,673 shares of its Class A common stock which were not registered under the Securities Act of 1933, as amended (the "Unregistered Shares"). The Unregistered Shares were all issued to policyholders residing in Venezuela and all of whom had purchased shares of the Company's Class A common stock through the Company’s Stock Investment Plan (“the Venezuelan Shareholders”). The Venezuelan Shareholders were victims of identity fraud that resulted in 23,051.2252 shares being fraudulently sold via the Company’s transfer agent, Computershare. The Company and Computershare investigated the fraud and obtained affidavits from each of the Venezuelan Shareholders wherein such persons swore that they neither authorize the sale of the shares nor did they receive any proceeds from such sales. Based upon the evidence collected by Computershare and the Company, the Company's board authorized an offering pursuant to which the Company will issue up to 23,051.2252 shares of its Class A common stock to the Venezuelan Shareholders, at a purchase price of $0.01 USD per share. (a) Securities sold. The Company sold 5,673 shares on August 3, 2022. (b) Underwriters and other purchasers. There were no underwriters. All of the Unregistered Shares were sold to the Venezuelan Shareholders. (c) Consideration. The aggregate offering price for the Unregistered Shares was USD $230.51. (d) Exemption from registration claimed. The offering of the Unregistered Shares was conducted pursuant to Regulation S under the Securities Act of 1933, as amended. (e) Terms of conversion or exercise. Not applicable. (f) Use of proceeds. The Company intends to use the $230.51 for general corporate purposes. Issuer Purchases of Equity Securities In May 2022, the Board of Directors authorized an equity repurchase plan for $8 million. The timing of any share repurchases under the repurchase authorization is dependent upon several factors, including market price of the Company's securities, the Company’s cash on hand, cash flows from operations, general market conditions, the Company's blackout periods, and other considerations. This program has no set termination date and may be September 30, 2022 | 10-Q 54 Table of Contents CITIZENS, INC. suspended or discontinued by the Company’s Board of Directors at any time. The Company purchased the following shares of its Class A common stock during the three months ended September 30, 2022. Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs [2] July 2022 147,452 $ 3.9571 147,452 August 2022 76,123 3.9412 76,123 September 2022 — — — Total 223,575 223,575 $ 5,800,000 [1] The stock repurchase program was publicly announced on May 10, 2022. [2] The Company was authorized to repurchase up to $8.0 million of its outstanding shares of Class A common stock. [3] The stock repurchase program does not have an expiration date. [4] No stock repurchase program has expired during the three months ended September 30, 2022. [5] There is no stock repurchase program that the Company has determined to terminate prior to expiration, or under which the Company does not intend to make further purchases. Item 3 . DEFAULTS UPON SENIOR SECURITIES Not applicable. Item 4. MINE SAFETY DISCLOSURES Not applicable.