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, 2025 was $6.03 per share.
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 31, 2026,
there were approximately 370 holders of record of our common stock.
Dividends
On August 8, 2025, our board of directors unanimously
approved a dividend policy (the “Policy”), which took effective on September 8, 2025. Under the Policy, the Company will distribute
no less than 80% of annual profits to its shareholders as dividends, payable in cash, stock or other forms approved by the board. However,
dividend declarations remain subject to board’s quarterly assessment of liquidity, cash flow generation, capital allocation needs
for growth, regulatory and compliance constraints, and overall financial condition. No dividends were declared for the year ended December
31, 2025.
Recent Sales of Unregistered Securities
Unless otherwise indicated, all share and per
share figures presented in this subsection reflect the number of shares as issued at the time of the respective transactions and have
not been adjusted to give retroactive effect to the 200-for-1 reverse stock split effected by the Company on September 16, 2025.
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.
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.
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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, 2025.
Nasdaq Listing Compliance
Our common stock is currently listed on the Nasdaq
Capital Market under the symbol “NXTT”. During the fiscal year ended December 31, 2025, we received several notices from the
Staff of Nasdaq (the “Staff”) regarding our compliance with continued listing requirements:
● Minimum
Bid Price: On April 14, 2025, we were notified of non-compliance with the $1.00 minimum bid
price requirement under Nasdaq Listing Rule 5550(a)(2). On May 28, 2025, we received written
confirmation from Nasdaq that we had regained compliance, and the matter was closed.
● Annual
Meeting Requirement: On January 7, 2025, we received notice of non-compliance with Nasdaq
Listing Rules 5620(a) and 5810(c)(2)(G) for failing to hold an annual meeting of stockholders
within 12 months of our 2023 fiscal year-end. We regained compliance on June 24, 2025, following
our annual meeting held on June 20, 2025.
● Operating
Business Determination: On August 25, 2025, we received a Delisting Notice from the Staff
indicating that, pursuant to Nasdaq Listing Rule 5101, the Staff believed the Company no
longer had an operating business and was a “public shell”. We timely requested
a hearing before the Nasdaq Hearings Panel (the “Panel”) on September 2, 2025,
which stayed any delisting action. Following our submission of written materials, telephonic
discussions with the Staff and filing of Current Report on Form 8-K on September 26, 2025,
disclosing the Company’s recent business development, Nasdaq withdrew its delisting
determination on September 29, 2025, confirming the Company does have an operating business
and is not a “public shell”. This matter is considered closed, and our common
stock remains listed on the Nasdaq Capital Market.
There can be no assurance that we will not receive
additional deficiency notices in the future or that we will be able to maintain continued compliance with all Nasdaq listing requirements.
ITEM 6. RESERVED
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