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The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.
−Removed: We have never declared or paid cash dividends on our common stock, and we do not anticipate paying any such dividends on our common stock in the foreseeable future, if at all.
+Added: We have never declared or paid cash dividends on our common stock, and we do not anticipate paying any such dividends in the foreseeable future.
The declaration, amount and payment of any future dividends on shares of our common stock, if any, is subject to the designations, rights and preferences of the Series A Convertible Preferred Stock and other preferred stock that we may issue in the future, and will be at the sole discretion of our Board of Directors, which may be subject to general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, the implications of the payment of dividends by us to our stockholders or by our subsidiaries to us, and any other factors that our Board of Directors may deem relevant.
On March 1, 2024, the Board of Directors declared a 50% common stock dividend with a record date of March 11, 2024, that was paid on March 22, 2024.
−Removed: Settlement of fractional share interests will be made by issuing one full share of common stock in lieu of a fractional share.
−Removed: Although the exact effect on common stock outstanding will depend on the number of fractional share settlements, the stock dividend is expected to increase the number of issued and outstanding shares of common stock from 6,573,570 to approximately 9,860,355.
+Added: Settlement of fractional share interests was made by issuing one full share of common stock in lieu of a fractional share.
+Added: The stock dividend increased the number of issued and outstanding shares of common stock from 6,573,570 to 9,860,368.
Except as otherwise noted, all references to common stock, common stock issuable upon conversion of preferred stock, and corresponding per share information throughout this Annual Report on Form 10-K have been retroactively adjusted to reflect the stock dividend, which is accounted for as a stock split effected in the form of a stock dividend.
Series A Convertible Preferred Stock
−Removed: We have 200,000 shares of our Series A Convertible Preferred Stock outstanding, each of which currently is convertible into 3.0 shares of our common stock, as adjusted for the 50% common stock dividend declared and paid in March 2024.
+Added: We have 200,000 shares of our Series A Convertible Preferred Stock outstanding, each of which is convertible into three shares of our common stock.
The designations, rights and preferences of our Series A Convertible Preferred Stock provide that we will pay, when, as and if declared by our Board of Directors, monthly cumulative cash dividends at an annual rate of 8.0%, which is equivalent to $0.16667 per month and $2.00 per annum per share, based on the $25.00 liquidation preference.
Dividends on the Series A Convertible Preferred Stock accrue daily and are payable monthly in arrears on the 15th day of each calendar month.
−Removed: Our board of directors commenced declaring and we commenced paying dividends on our Series A Convertible Preferred Stock in November 2021, and we expect that our board of directors will continue to declare and we will continue to pay monthly cash dividends on our Series A Convertible Preferred Stock, subject to applicable limitations under Nevada law.
+Added: Our Board of Directors has declared, and we have paid, cash dividends on the Preferred Stock each month since the Preferred Stock was issued in October 2021, and we expect that our Board of Directors will continue to declare and we will continue to pay monthly cash dividends on our Series A Convertible Preferred Stock, subject to applicable limitations under Nevada law.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
−Removed: On May 16, 2023, our Board of Directors authorized the Company to purchase up to 150,000 shares of our common stock.
−Removed: Under this authorization, we have cumulatively purchased 48,180 shares at a total cost of $300,259 through December 31, 2023.
−Removed: Our share repurchase program expires on May 15, 2024, does not require us to purchase a specific number of shares and may be modified, suspended, terminated, or extended at any time.
−Removed: In addition, in June 2023, the Company repurchased 8,250 shares of our common stock from a prior employee in a private transaction at a total cost of $50,000.
−Removed: The following table presents our purchases of our common stock during the year ended December 31, 2023, and has been adjusted to reflect the 50% common stock dividend declared and paid in March 2024 (which is accounted for as a stock split effected in the form of a stock dividend):
−Removed: Total Number of
−Removed: Number of Shares
−Removed: Shares Purchased
−Removed: that May Yet Be
−Removed: as Part of Publicly
−Removed: Purchased Under
−Removed: Total Number of
−Removed: Average Price
−Removed: Announced Plans
−Removed: Shares Purchased
−Removed: Paid Per Share
−Removed: May 1, 2023 to May 31, 2023
−Removed: June 1, 2023 to June 30, 2023
−Removed: July 1, 2023 to July 31, 2023
−Removed: August 1, 2023 to August 31, 2023
−Removed: September 1, 2023 to September 30, 2023
−Removed: October 1, 2023 to October 31, 2023
−Removed: November 1, 2023 to November 30, 2023
−Removed: December 1, 2023 to December 31, 2023
Recent Sales of Unregistered Securities
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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.