What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2024-01-25 compared with 2022-08-26 · 74 added, 66 removed, 14 unchanged (91% of the section changed)

1 unchanged sentence

Market Information

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

and reflects inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

& Low Prices (1)

Markets Group Inc.

Our Common Stock was quoted on the Pink

Open Market maintained by the OTC Markets Group Inc.

(the “OTC”) under the symbol “MDEX” from April 26,

2006 to July 14, 2023 and is now quoted on the Expert Market operated by the OTC since July 17, 2023.

Quotations of Expert Market

securities are restricted from public viewing.

It is our objective that the Common Stock once again be quoted on the Pink Open

Market, but there is no assurance that we will be successful in such regard.

The following table lists the high and low prices

of our Common Stock for each of our fiscal quarters for the last two fiscal years and for the interim period ended September 30,

The price information was obtained from the OTC and reflects inter-dealer prices, without retail mark-up, mark-down or commission,

and may not represent actual transactions.

High and Low Prices of the Common Stock

For the Period Ended

September 30, 2023

OTC Markets Group Inc.

June 30, 2023

OTC Markets Group Inc.

March 31, 2023

OTC Markets Group Inc.

December 31, 2022

Markets Group Inc.

OTC Markets Group Inc.

September 30, 2022

Markets Group Inc.

OTC Markets Group Inc.

June 30, 2022

OTC Markets Group Inc.

March 31, 2022

OTC Markets Group Inc.

December 31, 2021

Markets Group Inc.

OTC Markets Group Inc.

September 30, 2021

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

OTC Markets Group Inc.

June 30, 2021

OTC Markets Group Inc.

March 31, 2021

OTC Markets Group Inc.

Holders of Record

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 .

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”).

We have approximately 52 holders of

record of our Common Stock as of December 31, 2022, 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 Company, 6725 Via Austi

Pkwy, Suite 300, Las Vegas, Nevada 89119 and its telephone number is (800) 785-7782.

We have declared no dividends on our Common

Stock, and we are not subject to any restrictions that limit our ability to pay dividends on our shares of Common Stock.

are declared at the sole discretion of our Board of Directors and we do not plan to pay dividends in the future.

Securities Authorized for Issuance under Equity Compensation Plans

3 unchanged sentences

701 of Regulation S-K, with the exception of the following:

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.

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.

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

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”).

September 24, 2021, as part of our agreement with the Investors, we issued 192,073,016 Warrants.

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.

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.

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.

On February 17, 2021, we entered into a

securities purchase agreement with the Investors, pursuant to which we issued 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.

On September 24, 2021, we issued to the

Investors warrants to purchase up to 192,073,016 shares of Common Stock.

On December 28, 2021, in connection with

the issuance of the Z4 Note, we issued to Z4 Management a warrant to purchase up to 500,000 shares of our Common Stock at $0.025

On March 1, 2022, we issued to Mr.

then our director, a warrant to purchase up to 500,000 shares of our Common Stock at $0.025 per share.

In 2022, we sold a total of $2,520,000

of notes payable, some of which are convertible into our Common Stock at fixed prices, and we issued certain noteholders warrants

to purchase up to an aggregate of 10,600,000 shares of our Common Stock at prices ranging from $0.02 to $0.025 per share.

In 2023 to date, we sold a total of $220,000

of notes payable to two noteholders, which are convertible into our Common Stock at fixed prices of $0.02 per share, and we issued

such holders warrants to purchase an aggregate of 40,000,000 shares of our Common Stock at prices ranging from $0.02 to $0.025

Penny Stock Rules

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.

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.

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.

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.

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.

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.

What changed 10-K

Item 5. Market for Registrant’s Common Equity