Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and
Use of Proceeds
On September 2, 2025, our board of directors approved a share repurchase authorization to repurchase up to an aggregate
of $15
million of our common stock. The authorization has no expiration date.
The table
below presents
information relating
to purchases
of shares
of our
common stock
during the
second quarter
of fiscal
2026:
Table 17
(a)
(b)
(c)
(d)
Period
Total
number
of shares
purchased
Average price
paid per share
(US dollars)
Total
number of shares
purchased as part of publicly
announced plans or
programs
Maximum dollar value of
shares that may yet be
purchased under the plans
or programs
Oct 1, 2025 - Oct 31, 2025
-
-
-
15,000,000
Nov 1, 2025 - Nov 30, 2025
(1)
49,614
3.83
-
15,000,000
Dec 1, 2025 - Dec 31, 2025
(2)
20,519
3.95
-
15,000,000
Total
70,133
-
(1) Relates to the delivery
of 49,614 shares of our
common stock in November 2025
to us by certain of our
employees to settle
their income tax liabilities. These shares do not reduce the repurchase authority
under the share repurchase program.
(2) Relates to the
delivery of 20,519 shares
of our common stock
in December 2025
to us by certain of
our employees to settle
their
income
tax
liabilities.
Excludes
306,767
shares
of
common
stock
obtained
as
purchase
consideration
from
the
disposal
of
a
subsidiary during December 2025. These shares do not reduce the repurchase
authority under the share repurchase program.
We
completed an acquisition
on December 1,
2025, in which a
portion of the
consideration for the
acquisition consisted of
the
unregistered issuance of shares of our
common stock. The aggregate consideration
paid at closing in this acquisition
included 76,716
shares of our common stock, valued at $0.3 million as of the acquisition date.
The shares of
common stock issued
in this transaction
were issued in
reliance upon
the exemptions
from registration
provided
by Section
4(a)(2) of
the Securities
Act of
1933, as
amended (the
Securities Act)
and Regulation
S under
the Securities
Act, as
the
shares were
issued to
the owners
of the
business acquired
in privately
negotiated transactions
not involving
any public
offering
or
solicitation.
For additional
information about
this acquisition,
see Note
2 of
the Notes
to Condensed
Consolidated Financial
Statements in
Item 1. Financial Statements of Part I of this Quarterly Report.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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.