Item 5. Market for Registrant’s Common Equity
Item 5.
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our securities are currently not listed on any exchange, and we do not intend to list our securities on any securities exchange until at least 2024. Therefore, we do not expect a public market for them to develop in
the foreseeable future. Therefore, a stockholder may not be able to sell our stock at a time or price acceptable to the stockholder, if at all.
Our public offering to sell our shares of common stock terminated in October 2020. We may not generally issue and sell our common stock at a price below net asset value per share. We may, however, sell our common
stock, or warrants, options or rights to acquire our common stock, at a price below the then-current net asset value per share of our common stock if our Board of Directors determines that such sale is in the best interests of the Company and our
stockholders, and our stockholders approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our Board of Directors, closely approximates the market
value of such securities (less any distributing commission or discount).
Holders
As of September 28, 2021, we had 13,342,821.24 shares of common stock outstanding, held by a total of 3,157 stockholders.
Distributions and Taxable Income
We pay quarterly distributions to stockholders to the extent that we have income from operations available. Our quarterly distributions, if any, will be determined by our Board of Directors after a review and
distributed pro-rata to holders of our shares; we declare distributions on a monthly basis, but pay each quarter. Any distributions to our stockholders will be declared out of assets legally available for distribution. In no event are we permitted
to borrow money to make distributions if the amount of such distribution would exceed our annual accrued and received revenues, less operating costs. Distributions in kind are not permitted, except as provided in our Charter.
We have elected to be treated as a REIT under the Code. As a REIT, we are not subject to federal income taxes on amounts that we distribute to the stockholders, provided that, on an annual basis, we distribute at
least 90% of our REIT taxable income to the stockholders and meet certain other conditions. To the extent that we satisfy the annual distribution requirement but distribute less than 100% of the taxable income, we will either be subject to U.S.
federal corporate income tax on our undistributed taxable income or 4% excise tax on catch-up distributions paid in the subsequent year. We are also subject to tax on built-in gains we realize during the first five years following REIT election.
We have a dividend reinvestment plan (“DRIP”) that provides for reinvestment of our dividends and other distributions on behalf of stockholders for any individual stockholder who elects to participate in the DRIP,
provided that the DRIP is permitted by the state in which the stockholders resides. We can offer no assurance that we will achieve results that will permit the payment of any cash distributions.
On March 31, 2020, after assessing the impacts of the Covid-19 pandemic, the Company’s Board of Directors unanimously approved the suspension of regular quarterly distributions to the Company’s stockholders,
effective immediately. On May 10, 2021, the Board of Directors reinstated the quarterly distributions after reassessing the cash flow of the Company and intends to
continue such distribution so long as it is supported by the previous quarter’s income, but may increase or decrease the distribution accordingly.
During the years ended June 30, 2021 and 2020, we issued 22,143.48 and 317,840.42 shares of our common stock, respectively, in connection with the DRIP.
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The following tables reflect the distributions per share that the Company has declared on its common stock during the years ended June 30, 2021 and 2020:
Distributions
During the Quarter Ended
Per Share
Amount
June 30, 2021
$
0.050
$
664,714
Distributions
During the Quarter Ended
Per Share
Amount
September 30, 2019
$
0.175
$
1,983,801
December 31, 2019
0.175
2,096,915
March 31, 2020
0.120
1,461,875
$
0.470
$
5,542,591
Recent Sale of Unregistered Securities
None.
Issuer Purchases of Equity Securities
The following table presents information with respect to the Company’s purchases of its common stock during the years ended June 30, 2021 and 2020:
Period
Total Number of Shares
Purchased
Average Price Paid Per
Share
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans
Maximum Dollar
Value of Shares That
May Yet Be
Purchased Under
Publicly Announced
Plans
During the year ended June 30, 2021:
April 22, 2021 through May 12, 2021
68,135.92
$
6.00
68,135.92
-
During the year ended June 30, 2020:
August 13, 2019 through September 16, 2019
70,114.03
$
9.00
70,114.03
-
November 18, 2019 through December 19, 2019
102,739.90
$
9.00
102,739.90
-
February 14, 2020 through March 18, 2020
178,344.44
$
9.19
178,344.44
-
351,198.37
351,198.37
1.
The share repurchase program began in December 2015 and continued until suspended in May 2020. The program resumed again in March 2021.
2.
The program allowed the repurchase of up to 5% of the weighted average number of Shares, subject to sufficient funds in the DRIP.
Item 6.
[RESERVED] SELECTED FINANCIAL DATA
This item has been removed and reserved pursuant to SEC order.
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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.