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 common stock is listed on the Nasdaq Capital
Market under the symbol “NXTT”.
The last reported sales price for our shares of
common stock on the Nasdaq Capital Market as of December 31, 2024 was $2.44 per share. As of March 27, 2025, we had approximately 358
shareholders recorded on the book for our common stock.
Transfer Agent
The transfer agent for our common stock is Transhare
Corporation . The transfer agent’s telephone number and address are (303) 662-1112 and Bayside Center 1,17755 US Highway
19 N, Suite 140, Clearwater FL 33764 .
Holders
As of the close of business on March 27,
2025, there were approximately 358 holders of record of our common stock.
Dividends
We have not declared any cash dividends on our
common stock during our two most recent fiscal years. In the near future, we intend to retain any earnings to finance the development
and expansion of our business. We do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future.
The declaration and payment of cash dividends by us are subject to the discretion of the Board. Any future determination to pay cash dividends
will depend on our results of operations, financial condition, capital requirements, contractual restrictions and other factors deemed
relevant at the time by the board of Directors. We are not currently subject to any contractual arrangements that restrict our ability
to pay cash dividends.
Securities Authorized for Issuance Under Equity
Compensation Plans
As of December 31, 2024, there are no compensation
plans under which our equity securities are authorized for issuance.
Recent
Sales of Unregistered Securities
2023 Subscriptions
On August 31, 2023, the Company issued to certain
investors (i) 105,400 shares of common stock at a per share purchase price of $5.85, and (ii) warrants to purchase up to 105,400 shares
of common stock at an exercise price of $5.15 per share. The exercise period for each warrant is five (5) years from July 26, 2023. The
sale of the securities described herein was made in reliance on the exemption from registration under Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”), and Rule 506(b) promulgated thereunder.
On September 13, 2023, the Company issued to certain
investors 1,465,200 shares of common stock at a per share purchase price of $8.19. The shares of common stock were offered and sold pursuant
to exemptions from the registration requirements of Section 4(a)(2) of the Securities Act and Regulation S promulgated thereunder.
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The Future Dao Transaction
On April 17, 2024, the Company issued 3,940,000
shares of common stock with a total valuation of $13,396,000 to consummate the acquisition of 2,000 ordinary shares of Future Dao Group
Holding Limited. The issuance was made in reliance on an exemption from the registration requirements of Section 4(a)(2) of the Securities
Act.
Settlement of Professional Fees
In May 2024, the Company
issued 411,280 shares of common stock to several professionals as settlement for the outstanding professional fees in the aggregate amount
of $1,974,140 owed by the Company to these professionals. The issuance was conducted pursuant to exemptions from the registration requirements
of Section 4(a)(2) of the Securities Act and/or Regulation S promulgated thereunder.
The Amended BTC Transaction
On March 12, 2025 (the “Closing Date”),
the Company issued to the BTC Sellers (as defined below) their respective portions of 135,171,078 Shares (as defined below) and Warrants
(as defined below) to purchase 294,117,647 shares of common stock pursuant to the terms of the Amended BTC Contract (as defined below).
This issuance was made as part of the consummation of the Amended 5,000 BTC Transaction (as defined below). The exercise period for each
Warrant is five (5) years from the initial exercise of such Warrant and the exercise price of such Warrant is nil. Concurrently with the
issuance of the Warrants, the BTC Sellers indicated to the Company of their intent to immediately exercise the Warrants to purchase all
of the 294,117,647 shares of common stock thereunder. Accordingly, the Company issued to each BTC Seller the respective Warrant Shares
on the Closing Date.
Pursuant to the Amended BTC Contract, the aggregate
purchase price for the 5,000 Bitcoin in the Amended 5,000 BTC is $150.00 million. The Company applied a previously-made prepayment amount
of $12.13 million toward the purchase price, and shares of the Company’s common stock issued in the Amended 5,000 BTC Transaction
were valued at $1.02 per share.As of the transaction date, the market price is $0.34 per share and total consideration for acquisition
of 5,000 Bitcoin is $158.08 million.
The offer and sale of the Shares, the Warrants
and the Warrant Shares were conducted in reliance on the exemption from registration provided by Regulation D and/or Regulation S of the
Securities Act. The issuance is intended to be made in a private transaction that does not involve a public offering. The Shares, the
Warrants and the Warrant Shares were issued without the use of any form of general solicitation or advertising.
Purchases of Equity Securities by the Issuer
and Affiliated Purchasers
We did not, nor did anyone on our behalf or any
“affiliated purchaser” as defined in Rule 10b-18(a)(3) of the Exchange Act, repurchase any outstanding shares of our common
stock during any month of our fiscal year ended December 31, 2024.
ITEM 6. RESERVED
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