CIRCLE8 GROUP INC 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information for Common Stock Prior to August 27, 2021, there was no public market for our common stock. On August 27, 2021, our common stock and publicly-traded warrants commenced trading on the Nasdaq Capital Market under the ticker symbols “SQL” and “SQLLW,” respectively. Holders As of December 31, 2021, there were approximately 22 stockholders of record, according to the records of our transfer agent, and an unknown number of additional holders of common stock held in ’street name’. Dividends We have not declared any common stock dividends to date. We have no present intention of paying any cash dividends on our common stock in the foreseeable future, as we intend to use earnings, if any, to generate growth. The payment by us of dividends, if any, in the future, is within the discretion of our board of directors and will depend upon, among other things, our earnings, capital requirements and financial condition, as well as other relevant factors. There are no material restrictions in our Certificate of Incorporation, as amended, or Bylaws that restrict us from declaring dividends. Securities Authorized for Issuance Under Equity Compensation Plans The information required by this item with respect to our equity compensation plans will be incorporated by reference to our Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission no later than 120 days from the end of our 2021 fiscal year. Unregistered Sales of Equity Securities On December 6, 2021, we granted to an executive officer options under our 2014 Equity Incentive Plan to purchase an aggregate of 100,000 shares of our common stock at an exercise price of $2.52 per share. We believe such issuance was exempt from registration under the Securities Act by virtue of Rule 701 because the transaction was pursuant to a compensatory benefit plan or contract relating to compensation as provided under such rule. Issuer Purchases of Equity Securities None. Use of Proceeds from Initial Public Offering of Class A Common Stock In August 2021, we closed our initial public offering (the “IPO”) in which we sold an aggregate of 3,060,000 units at a price to the public of $4.25 per unit, each unit consisting of one share of our common stock and a warrant to purchase one share of our common stock at an exercise price of $4.25 per share. In August 2021, we sold warrants to purchase an additional 459,000 shares of common stock, and in September 2021, we sold an additional 189,000 shares of common stock, in connection with the exercise of the underwriters’ option to purchase additional shares and warrants. The offer and sale of all of the securities in the IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-254886), filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2021, as amended, and a registration statement on Form S-1MEF (File No. 333-259097), filed with the SEC on August 26, 2021, each of which became effective on August 26, 2021. We raised aggregate net proceeds of approximately $12 million from the IPO, after deducting underwriting discounts and commissions and offering costs. There has been no material change in the planned use of proceeds from the IPO as described in our final prospectus filed with the SEC on August 30, 2021 pursuant to Rule 424(b)(4). The managing underwriter of the IPO was Maxim Group LLC. No payments were made by us to directors, officers, or persons owning ten percent or more of our common stock or to their associates, or to our affiliates, other than the repayment of principal and interest in the aggregate amount of $166,000 on loans made to us by Daniel Jones, our Chief Executive Officer, and payments in the ordinary course of business to officers for salaries and to non-employee directors pursuant to our director compensation policy. 38 ITEM 6. [Reserved] As a Smaller Reporting Company as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item 6.