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 .
Market Information, Holders of Record and Dividends
Our common stock is traded on the Nasdaq Global Market under the symbol “IMMR”.
As of February 28, 2024, there were 57 holders of record of our common stock.
Unregistered Sales of Securities
During the period covered by this Annual Report on Form 10-K, we have not sold any equity securities that were not registered under the Securities Act.
Stock Repurchase Agreement
On February 14, 2022, we entered into a Common Stock Repurchase Agreement (the “Agreement”) with Invenomic Capital Management LP. (“Invenomic”). P ursuant to the Agreement, we purchased 904,499 shares of our common stock from Invenomic at $ 4.725 per share, or an aggregate purchase price of $ 4.3 million. The closing price of our common stock on February 14, 2022 was $ 4.80 per share.
We adopted a Section 382 Tax Benefits Preservation Plan on November 17, 2021 to diminish the risk we could experience an “ownership change” as defined in Section 382 of the Internal Revenue Code of 1986 , as amended, which could substantially limit or permanently eliminate our ability to utilize its net operating loss carryovers to reduce potential future income tax obligations. Under this plan, a person who acquires, without the approval of our Board, beneficial ownership of 4.99 % or more of the outstanding common stock could be subject to significant dilution. Following the repurchase, Invenomic’s holdings dropped to below 4.99 % of the outstanding common stock.
Purchases of Equity Securities
On December 29, 2022, the Board approved a stock repurchase program of up to $50.0 million of our common stock for a period of up to twelve months (the “December 2022 Stock Repurchase Program”), which terminated and superseded the stock repurchase program that had been approved by the Board on February 23, 2022. Any stock repurchases may be made through open market and privately negotiated transactions, at such times and in such amounts as management deems appropriate, including pursuant to one or more Rule 10b5-1 trading plans adopted in accordance with Rule 10b5-1 of the Exchange Act. Additionally, the Board authorized the use of any derivative or similar instrument to effect stock repurchase transactions, including without limitation, accelerated share repurchase contracts, equity forward transactions, equity option transactions, equity swap transactions, cap transactions, collar transactions, naked put options, floor transactions or other similar transactions or any combination of the foregoing transactions. The December 2022 Stock Repurchase Program was implemented as a method to return value to our stockholders. The timing, pricing and sizes of any repurchases will depend on a number of factors, including the market price of our common stock and general market and economic conditions. The December 2022 Stock Repurchase Program does not obligate us to repurchase any dollar amount or number of shares, and the program may be suspended or discontinued at any time. On August 8, 2023, the Board approved an amendment to extend the expiration date of the December 2022 Stock Repurchase Program that was set to expire on December 29, 2023 to December 29, 2024.
In 2023, we repurchased 1,217,774 shares of our common stock for $8.2 million at an average purchase price of $6.77 per share. As of December 31, 2023, we have $41.7 million available for repurchase under the December 2022 Stock Repurchase Program.
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Share repurchase activity under the December 2022 Stock Repurchase Program during the three months ended December 31, 2023 was as follows (in thousands, except per share amounts):
Periods
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 ( 1 )
October 1 to October 31, 2023
—
N/A
—
43,870,000
November 1 to November 30, 2023
112,343
$ 6.4477
724,348
43,094,000
December 1 to December 31, 2023
206,674
$6.5530
1,354,344
41,736,000
( 1 ) The amounts represent the amount available to repurchase shares under the authorized repurchase program as of December 31, 2023 . Our stock repurchase program does not obligate us to acquire any specific number of shares.
Dividends Payment
On November 14, 2022, the Board declared a quarterly dividend in the amount of $ 0.03 per share, which was paid on January 30, 2023, to stockholders of record on January 15, 2023. In addition, on December 29, 2022, our Board declared a special dividend in the amount of $ 0.10 per share, which was paid on January 30, 2023 to stockholders of record on January 15, 2023.
On February 21, 2023, the Board declared a quarterly dividend, in the amount of $ 0.03 per share, which will be paid on April 28, 2023 to stockholders of record on April 13, 2023.
On May 10, 2023, the Board declared a third quarterly dividend in the amount of $ 0.03 per share which was paid on July 28, 2023, to shareholders of record on July 13, 2023.
On August 11, 2023, the Board declared a quarterly dividend in the amount of $ 0.03 per share, which was paid on October 27, 2023 to shareholders of record on October 16, 2023.
On November 13, 2023, our Board declared a quarterly dividend in the amount of $ 0.045 per share, which was paid on January 25, 2024 to shareholders of record on January 14, 2024.
Future dividends will be subject to further review and approval by the Board in accordance with applicable law. The Board reserves the right to adjust or withdraw the quarterly dividend in future periods as it reviews our capital allocation strategy from time-to-time.
In the year ended December 31, 2023 , the total dividends paid was $7.4 million.
Item 6 . [ Reserved]
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