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 traded on Nasdaq under the symbol
“BWV.”
Holders
As of March 6, 2023, there were approximately 29 holders
of record of our common stock. This number does not include stockholders who are beneficial owners, but whose shares are held in street
name by brokers and other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust
by other entities.
Recent Sales of Unregistered Securities
There are no transactions
that have not been previously included in a Current Report on Form 8-K, aside from the following:
As discussed above, on
October 9, 2022, the Company and Boustead entered into a Settlement Agreement pursuant to which Boustead agreed to waive certain obligations
of the Company under the Underwriting Agreement that was entered into between the two parties in connection with the Company’s IPO
in February 2022. Pursuant to this agreement, the Company issued to Boustead 93,466 shares of restricted common stock in exchange for
the cancellation of 111,111 warrants issued to Boustead in connection with the IPO. In addition, the Company and Boustead Capital also
entered into the Advisory Agreement for which consideration equal to 200,000 shares of restricted common stock, with no vesting provisions,
was issued to Boustead Capital upon execution of the Advisory Agreement.
Dividend Policy
As of the date of this Annual Report on Form 10-K,
we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board
of directors and will depend upon our earnings, if any, our capital requirements and financial position, the general economic conditions,
and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, in our business operations.
Issuer Purchases of Equity Securities
On November 10, 2022, the Company’s Board
of Directors approved a share repurchase program to allow for the Company to repurchase up to 5 million shares of common stock, with discretion
to management to make purchases subject to market conditions. The maximum purchase price is $2.00 per share and there is no expiration
date for this program.
109
Below is a summary of stock
repurchases for the three months ended December 31, 2022. See Note 6 of our Notes to Financial Statements for information regarding
our stock repurchase program.
Period
Total Number of Shares
Repurchased
Average
Price Paid
Per
Share
Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plan
Maximum Number of Shares
that May
Yet be
Purchased
Under the
Plan (1)
Beginning repurchase authority
5,000,000
November 1 – November 30, 2022
Shares repurchased
309,441
$ 1.26
309,441
4,690,559
December 1 - December 31, 2022
Shares repurchased
150,288
$ 1.18
150,288
4,540,271
Total
459,729
459,729
(1) On November 10, 2022, the Board approved a share repurchase program to allow for the Company
to repurchase up to 5 million shares of the Company’s common stock at a price of $1.00 per share, with discretion to management
to make purchases subject to market conditions. On November 18, 2022 the Board approved an increase in the price to $2.00 per share.
Initial Public Offering
On February 23, 2022, we completed our initial public
offering, or IPO, in which we issued and sold 2,222,222 shares of our common stock, at a public offering price of $9.00 per share. We
received net proceeds of $17.1 million, after deducting underwriting discounts and commissions and other offering costs. We are using
the net proceeds of our IPO to fund our research and development activities, clinical trials and the regulatory review process for our
product candidates, and the remainder for working capital and other general corporate purposes.
The foregoing expected use of net proceeds from
our initial public offering represents our intentions based upon our current plans and business conditions. However, the nature, amounts
and timing of our actual expenditures may vary significantly depending on numerous factors. For example, we may also elect to use proceeds
from the initial public offering to acquire complimentary technologies, products or businesses, although we are not a party to any letters
of intent or definitive agreements for any such acquisition. As a result, our management has and will retain broad discretion over the
allocation of the net proceeds. We may find it necessary or advisable to use the net proceeds for other purposes, and we will have broad
discretion in the application of net proceeds.
Item 6. Reserved.
110
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.