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Item 5. Market for Registrant’s Common Equity

2024-03-13 compared with 2023-04-04 · 26 added, 43 removed, 4 unchanged (95% of the section changed)

1 unchanged sentence

Market Information and Holders

Our common stock and public warrants were last traded on the Nasdaq Global Select Market under the symbols “CORZ” and “CORZW,” respectively on December 30, 2022.

On December 22, 2022, the Company received written notice (the “Delisting Notice”) from the staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, as a result of the Chapter 11 Cases and in accordance with Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, the staff of Nasdaq had determined that the Company’s common stock (the “Securities”) will be delisted from Nasdaq.

Trading of the Securities was suspended at the opening of business on January 3, 2023 and a Form 25-NSE was filed with the Securities and Exchange Commission, which removed the Securities from listing and registration on Nasdaq.

Our common stock and public warrants are currently traded on OTC Markets under the symbols “CORZQ” and “CRZWQ.” Any over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

On March 24, 2023, there were 224 holders of record of our Common Stock and 27 holders of record of our public warrants.

We believe a substantially greater number of beneficial owners hold shares of Common Stock or public warrants through brokers, banks or other nominees.

The Company has not paid dividends on its common stock to date and does not intend to pay cash dividends.

The payment of cash dividends in the future will be dependent upon revenues and earnings, if any, capital requirements and general financial condition.

The payment of any dividends will be within the discretion of the Company’s board of directors.

It is the present intention

of the Company’s board of directors to retain all earnings, if any, for use in the Company’s business operations and, accordingly, the board of directors does not anticipate declaring any dividends in the foreseeable future.

Stock Performance Graph

The following performance graph compares the cumulative total return on our common stock with the cumulative total return of the Nasdaq Composite Index and Russell 2000 Index from April 8, 2021 through December 31, 2022.

Due to the infancy of our industry, we have not compared our performance against a self-constructed peer group or used a Published Industry Index.

Such returns are based on historical results and are not intended to suggest future performance.

The graph assumes a $100 investment on April 8, 2021 through December 31, 2022 in our common stock, the Nasdaq Composite Index and the Russell 2000 Index.

This performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference into any filing of Core Scientific, Inc.

under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Securities Authorized for Issuance Under Equity Compensation Plans

As of December 31, 2022, the Company has 46,000,000 securities authorized for issuance under the Core Scientific, Inc.

2021 Equity Incentive Plan and Core Scientific, Inc.

2021 Employee Stock Purchase Plan, which became effective immediately upon the closing of the Business Combination.

The Company has also assumed all outstanding awards under the Core Scientific, Inc.

(f/k/a Mineco Holdings, Inc.) 2018 Omnibus Incentive Plan, as amended.

Our old common stock and old warrants were traded on OTC Markets under the symbols “CORZQ” and “CRZWQ.” through the year ended December 31, 2023.

Any over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

As of January 24, 2024, in connection with the effectiveness of the Plan of Reorganization our New Common Stock and New Warrants are traded on the Nasdaq Global Select Market under the symbols “CORZ,” “CORZW” and “CORZZ,” respectively.

On March 7, 2024, there were 418 holders of record of our New Common Stock, 367 holders of record of our Tranche 1 Warrants and 370 holders of record of our Tranche 2 Warrants.

We believe a substantially greater number of beneficial owners hold shares of New Common Stock and New Warrants through brokers, banks or other nominees.

The Company has not paid dividends on its common stock to date and does not intend to pay cash dividends in the foreseeable future.

In addition, our New Secured Notes and our Exit Credit Agreement restrict our ability to pay dividends.

The payment of cash dividends in the future will be dependent upon the terms of agreements restricting our ability to pay dividends, revenues and earnings, if any, capital requirements and general financial condition and the discretion of the Company’s Board of Directors.

It is the present intention of the Company’s Board of Directors to retain all earnings, if any, for use in the Company’s business operations and, accordingly, the Board of Directors does not anticipate declaring any dividends in the foreseeable future.

Recent Sales of Unregistered Securities

Use of Proceeds from Registered Offerings.

The Company and MassMutual Asset Finance LLC (the “Lessor”) entered into the Master Lease Agreement dated as of December 3, 2021 (the “Master Lease”) regarding the leasing of certain equipment.

Thereafter, pursuant to the Master Lease, the Company and the Lessor entered into Schedule No.

001, Schedule No.

002, Schedule No.

003, Schedule No.

004 and Schedule No.

005, each dated as of December 15, 2021, to the Master Lease (the “Master Lease Schedules”).

In consideration for the Lessor’s execution of the amendments to the Master Lease Schedules, on August 17, 2022, the Company issued 127,811 restricted shares of the Company’s common stock to the Lessor.

The Company, Barings BDC, Inc., Barings Capital Investment Corporation and Barings Private Credit Corp.

(the “Barings Parties”) entered into the Master Security Agreement dated as of March 24, 2022, as well as related collateral schedules, which was amended through a series of amendments effective as of August 17, 2022.

In consideration for the execution for the Barings Parties

execution of the amendments, on August 17, 2022, the Company issued 197,050 restricted shares of the Company’s common stock to Barings BDC, Inc.

See Notes 7 — Intangible Assets, Net and 13 — Leases to our consolidated financial statements in Item 8 of Part II of this report for further information regarding these arrangements.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering.

Unless otherwise set forth above, we believe each of these transactions was exempt from registration under the Securities Act of 1933, as amended, (the “Securities Act”) in reliance on Section 4(a)(2) of the Securities Act (and Regulation D promulgated thereunder) as transactions by an issuer not involving any public offering.

The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were placed on the share certificates issued in these transactions.

All recipients had adequate access, through their relationships with us, to information about us.

The sales of these securities were made without any general solicitation or advertising.

There were no sales of unregistered securities during the period covered by this Annual Report on Form 10-K, other than those previously reported in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K.

On the Effective Date, pursuant to the Plan of Reorganization, the Company issued, or will issue:

• 176,266,782 shares of New Common Stock;

• 180,241,211 New Warrants;

• New Secured Convertible Notes in an aggregate principal amount of $260.0 million;

• New Secured Notes in an aggregate principal amount of $150.0 million;

• 51,783,625 Contingent Value Rights (“CVRs”);

• General Unsecured Claims (“GUC”) CVRs.

Please refer to the discussions contained in our Item 1.

– “Business” for additional information regarding our emergence from bankruptcy.

Use of Proceeds from Registered Securities

Not applicable.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

During the year ended December 31, 2023, the Company repurchased shares of its previously-issued common stock as follows:

Total number of shares (or units) purchased

Average price paid per share (or unit)

December 2023 4,086 $ 0.89

The above table contains information about shares of our previously-issued common stock withheld from employees in connection with income tax obligations related to the vesting of stock-based awards.

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.

What changed 10-K

Item 5. Market for Registrant’s Common Equity