Madison Technologies Inc. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. (a) Market Information Our Common Stock has been quoted on the NASD OTC Bulletin Board under the symbol “MDEX” since April 26, 2006 and as of July 17, is now quoted in the Expert Market. It is our objective to relist on the OTCQB or OTCQX, but there is no assurance of being successful in getting re-listed. The following table gives the high and low price information for each fiscal quarter our common stock has been quoted for the last two fiscal years and for the interim period ended March 31, 2022. The price information was obtained from OTC Markets Group Inc. and reflects inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions. High & Low Prices (1) Period ended High Low Source 31 March 2022 $ 0.250 $ 0.050 OTC Markets Group Inc. 31 December 2021 $ 0.310 $ 0.034 OTC Markets Group Inc. 30 September 2021 $ 0.690 $ 0.130 OTC Markets Group Inc. 30 June 2021 $ 1.070 $ 0.300 OTC Markets Group Inc. 31 March 2021 $ 0.940 $ 0.190 OTC Markets Group Inc. 31 December 2020 $ 1.600 $ 0.160 OTC Markets Group Inc. 30 September 2020 $ 0.430 $ 0.040 OTC Markets Group Inc. 30 June 2020 $ 0.060 $ 0.024 OTC Markets Group Inc. 31 March 2020 $ 0.080 $ 0.050 OTC Markets Group Inc. (1) All high & low price data for all periods reflect Madison’s 10:1 consolidation, which was effective March 11, 2015, by a majority vote of the shareholders, Madison consolidated its issued and outstanding shares of common stock, without correspondingly decreasing the number of authorized shares of common stock, on a 10 “old” shares for every one “new” share basis, resulting in a decrease of Madison’s issued and outstanding share capital from 113,020,000 shares to approximately 11,302,000 shares of common stock, not including any rounding up of fractional shares to be issued on consolidation. Madison Technologies Inc. Form 10-K - 2021 Page 24 (b) Holders of Record We have approximately 52 holders of record of our Common Stock as of December 31, 2021, according to a shareholders’ list provided by Madison’s transfer agent as of that date. The number of registered shareholders does not include any estimate by us of the number of beneficial owners of Common Stock held in street name. The transfer agent for our Common Stock is Pacific Stock Transfer, 4045 South Spencer Street, Suite 403, Las Vegas, Nevada 89119 and their telephone number is (702) 361-3033 . (c) Dividends We have declared no dividends on our Common Stock, and we are not subject to any restrictions that limit its ability to pay dividends on its shares of Common Stock. Dividends are declared at the sole discretion of our Board of Directors (the “Board”). (d) Securities Authorized for Issuance under Equity Compensation Plans As of December 31, 2021, we have not adopted an equity compensation plan. (e) Recent Sales of Unregistered Securities There have been no sales of unregistered securities within the last three years that would be required to be disclosed pursuant to Item 701 of Regulation S-K., with the exception of the following: On July 23, 2020, we issued 1,785,000 shares of Common Stock pursuant to the conversion of a note payable of $16,900 at $0.01 per share plus legal fees of $950, totaling $17,850. On October 28, 2020, we issued 1,900,000 shares of Common Stock pursuant to the conversion of a note payable of $9,500 at $0.005 per share. On November 2, 2020, we issued 1,730,000 shares of Common Stock pursuant the conversion of a note payable of $17,300 at $0.01 per share. Madison Technologies Inc. Form 10-K - 2021 Page 25 On February 17, 2021, we entered into a securities purchase agreement with funds affiliated with Arena Investors LP (the “Investors”) pursuant to which we pursuant to which it issued convertible notes in an aggregate principal amount of $16,000,000 for an aggregate purchase price of $15,000,000 (collectively, the “Notes”). In connection with the issuance of the Notes, we issued to the Investors warrants to purchase an aggregate of 192,073,017 shares of Common Stock (collectively, the “Warrants”) and 1,000 shares of Series F Preferred Stock (the “Series F Preferred Stock”). On September 24, 2021, as part of our agreement with the Investors, we issued 192,073,016 Warrants. On December 28, 2021, as part of our sale of a promissory note, we issued a Warrant to purchase up to 500,000 shares of our Common Stock at $0.025 per share. On March 1, 2022, we granted a Warrant to Mr. Zenna, our Director, to purchase up to 500,000 shares of our Common Stock at $0.025 per share. In 2022, we sold a total of $1,520,000 of notes payable, some of which are convertible into our Common Stock at fixed prices, and we issued certain noteholders Warrants to purchase an aggregate of 10,600,000 shares of our Common Stock, on a cashless exercise basis, at prices ranging from $0.02 to $0.025 per share. (f) Penny Stock Rules Trading in our Common Stock is subject to the “penny stock” rules. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer who recommends our Common Stock to persons other than prior customers and accredited investors, must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit their market price and liquidity of our securities. The application of the “penny stock” rules may affect your ability to resell our securities. Item 6. [Reserved] We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and we are not required to provide the information required under this item.