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 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, 2023. 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 High Low Source September 30, 2023 $ 0.0017 $ 0.002 OTC Markets Group Inc. June 30, 2023 $ 0.0042 $ 0.0012 OTC Markets Group Inc. March 31, 2023 $ 0.0174 $ 0.0016 OTC Markets Group Inc. December 31, 2022 $ 0.031 $ 0.003 OTC Markets Group Inc. September 30, 2022 $ 0.110 $ 0.000 OTC Markets Group Inc. June 30, 2022 $ 0.218 $ 0.067 OTC Markets Group Inc. March 31, 2022 $ 0.250 $ 0.050 OTC Markets Group Inc. December 31, 2021 $ 0.310 $ 0.034 OTC Markets Group Inc. September 30, 2021 $ 0.777 $ 0.130 OTC Markets Group Inc. June 30, 2021 $ 1.070 $ 0.300 OTC Markets Group Inc. March 31, 2021 $ 0.940 $ 0.190 OTC Markets Group Inc. 17 (b) Holders of Record 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. (c) Dividends 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. Dividends are declared at the sole discretion of our Board of Directors and we do not plan to pay dividends in the future. (d) Securities Authorized for Issuance under Equity Compensation Plans As of December 31, 2022, 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 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 per share. On March 1, 2022, we issued to Mr. Zenna, 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 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. 18 Item 6. [Reserved]