Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
a. Sale of Unregistered Securities.
On April 1, 2026, the Company issued 80,873 shares of its common stock, $0.00025 par value per share, in connection with the purchase of all the issued and outstanding share capital of a medical device distributor located in the UK. The shares were valued at $1,398,666, representing the closing share price per share on the date of issuance. The issuance of common stock was made in reliance upon an exemption provided under Section 4(a)(2) of the Securities Act of 1933, as amended. For more information, see the discussion under Note 3 - Business Combinations and Asset Acquisitions of the notes to the condensed consolidated financial statements included in Item 1. Financial Statements of Part I of this quarterly report on Form 10-Q, which discussion is incorporated herein by reference.
On May 1, 2026, the Company issued 153,430 shares of its common stock, representing an aggregate value of approximately $2,398,000, to the members of MedTech Concepts LLC in lieu of the third anniversary payment otherwise required under the MedTech Purchase Agreement, dated May 1, 2023, by and among the Company, Kevin Unger, DINZE LLC, and the sole member of DINZE LLC. For more information, see the discussion under Note 3 - Business Combinations and Asset Acquisitions of the notes to the condensed consolidated financial statements included in Item 1. Financial Statements of Part I of this quarterly report on Form 10-Q, which discussion is incorporated herein by reference. The issuance of the common stock was made in reliance upon an exemption provided under Section 4(a)(2) of the Securities Act of 1933, as amended.
b. Use of Proceeds.
None.
c. Issuer Purchases of Equity Securities.
None.
35
On August 2, 2024, the Board of Directors of the Company approved a limited stock repurchase program of up to $5.0 million in aggregate investment of the Company’s outstanding common stock, $0.00025 par value per share. The dollar limit on repurchases under the program after December 31, 2024 was reduced to $250,000 per annum. The program does not have an expiration date. However, it may be discontinued by the Board of Directors at any time. The Company has not yet repurchased any shares of its common stock pursuant to the repurchase program.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
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.