Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table presents information with respect to purchases of common stock of the Company made during the three months ended September 30, 2025, by the Company.
COMPANY REPURCHASES OF EQUITY SECURITIES
Total # of
Shares
Purchased
Average
Price Paid
per Share
Total Number of Shares Purchased as
Part of Publicly Announced Plan (1)
Approximate Dollar Value of
Shares Available under Repurchase Plan
July 1 - July 31, 2025
—
$
—
—
$
2,139,753
August 1 - August 31, 2025
—
$
—
—
$
2,139,753
September 1 - September 30, 2025
—
$
—
—
$
2,139,753
(1) In April of 1995, the Board of Directors approved a stock repurchase program authorizing the Company to purchase from time to time up to $2,000,000 of its common stock for its own account. Subsequently, the Board of Directors periodically has approved increases in the stock repurchase program. The most recent increase was for an additional $2,000,000 in October 2006, for a maximum of $45,500,000 of which $43,360,247 had been expended through September 30, 2025.
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Item 6. Exhibits
Exhibit No.
Exhibit Description
3.1
Amended and Restated Certificate of Incorporation of Koss Corporation, as in effect on November 19, 2009. Filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2009 and incorporated herein by reference.
3.2
By-Laws of Koss Corporation. Filed as Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended June 30, 1996 and incorporated herein by reference.
3.3
Amendment to the By-Laws of Koss Corporation. Filed as Exhibit 3.3 to the Company’s Current Report on Form 8-K on March 7, 2006 and incorporated herein by reference.
3.4
Amendment to the By-Laws of Koss Corporation. Filed as Exhibit 3.4 to the Company’s Annual Report on Form 10-K on August 27, 2020 and incorporated herein by reference.
31.1
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer **
31.2
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer **
32.1
Certification of Michael Koss, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ***
32.2
Certification of Kim Schulte, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ***
101
The following financial information from Koss Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of September 30, 2025 and June 30, 2025, (ii) Condensed Consolidated Statements of Operations (Unaudited) for the three months ended September 30, 2025 and 2024 (iii) Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended September 30, 2025 and 2024, (iv) Condensed Consolidated Statements of Stockholders' Equity (Unaudited) for the three months ended September 30, 2025 and 2024 and (v) the Notes to Condensed Consolidated Financial Statements (Unaudited). *
__________________________
* Denotes a management contract or compensatory plan or agreement
** Filed herewith
*** Furnished herewith. This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
KOSS CORPORATION
/s/ Michael J. Koss
October 31, 2025
Michael J. Koss
Chairman
Chief Executive Officer
/s/ Kim M. Schulte
October 31, 2025
Kim M. Schulte
Chief Financial Officer
Principal Accounting Officer
24
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.