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Holders of Common Stock
−Removed: On April 11, 2023, we had approximately 78 holders of our common stock, not including persons who hold our common stock in nominee or "street name” accounts through brokers or banks.
+Added: On March 27, 2024, we had approximately 67 holders of our common stock, not including persons who hold our common stock in nominee or "street name” accounts through brokers or banks.
Dividend Policy
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Any future determination to pay dividends will be at the discretion of our Board and will depend upon a number of factors, including our results of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law and other factors our Board deems relevant.
−Removed: Use of Proceeds From Registered Securities
−Removed: On August 25, 2022, the SEC declared effective our registration statement on Form S-1 (File No.
−Removed: 333-264191) under the Securities Act of 1933, as amended, filed in connection with our Initial Public Offering (“IPO”).
−Removed: Pursuant to the registration statement, we registered the offering and sale of:
−Removed: (i) 2,753,750 shares of common stock and warrants to purchase 5,507,500 shares of common stock, at a combined public offering price of $5.00;
−Removed: and (ii) an additional 413,063 shares of Common Stock and additional warrants to purchase 826,126 shares of common stock, at a combined public offering price of $5.00, pursuant to an over-allotment option granted to the underwriters in our IPO.
−Removed: Each warrant is exercisable for one share of common stock at an exercise price of $5.00 per share.
−Removed: EF Hutton, division of Benchmark Investments, LLC, acted as sole book-running manager for our IPO.
−Removed: On August 30, 2023, we completed our IPO selling 2,753,750 shares of common stock and warrants to purchase 5,507,500 shares of common stock at a combined public offering price of $5.00, for aggregate gross proceeds of approximately $13.7 million, prior to deducting underwriting discounts, commissions, and other offering expenses and excluding any exercise of the underwriters’ option to purchase any additional securities.
−Removed: On August 29, 2022, EF Hutton partially exercised the over-allotment option and purchased 609,750 additional warrants at the purchase price of $.01 per warrant for aggregate gross proceeds of approximately $6 thousand prior to deducting underwriting discounts, commissions, and other offering expenses.
−Removed: Total gross proceeds to us from our IPO, including the over-allotment option, were approximately $13.7 million, prior to deducting underwriting discounts, commissions, and other offering expenses.
−Removed: The offering has terminated.
−Removed: From the effective date of our registration statement on Form S-1 (File No.
−Removed: 333-264191 ), the Company has incurred underwriting discounts, commissions, and other offering expenses in connection with the IPO totaling approximately $1.5 million, resulting in net offering proceeds from the IPO to us of approximately $12.2 million.
−Removed: No payments for such expenses were made directly or indirectly to:
−Removed: (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities or (iii) any of our affiliates.
−Removed: We have used the net proceeds of our IPO to pay:
−Removed: (i) approximately $1.35 million to purchase the assets of a WordPress websites business;
−Removed: (ii) approximately $0.95 million to purchase SEO Butler, which operates as a productised service business operated via the SEObutler.com website and the custom build order management system on orders.seobutler.com and under the SEOButler and PBNButler names;
−Removed: (iii) approximately $2.1 million, to purchase an online Proofreading business;
−Removed: (v) approximately $.85 million to purchase the assets of a copywriting content writing, website link building social media marketing and virtual assistant services business;
−Removed: and (vi) approximately $2.15 million for general corporate purposes, including working capital, business development, and sales and marketing activities.
−Removed: As of March 31, 2023, we had not yet used approximately $4.8 million of the proceeds of the IPO.
−Removed: None of the proceeds of the IPO have been used to make any direct or indirect payments to any of our directors or officers, any of their associates, any persons owning ten percent or more of any class of our equity securities, or any of our affiliates, or any others.
−Removed: There has not been, and we do not expect, any material change in the planned use of proceeds from the IPO as described in the prospectus filed as part of our registration statement on Form S-1 (File No.
−Removed: 333-264191 ).
Purchases of Equity Securities
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During the period covered by this report, our Company has sold the following securities without registering the securities under the Securities Act:
−Removed: Jan.-March 2022
−Removed: Stock options — 49,560 non-qualified stock options with an exercise price of $5.95 per share.
−Removed: Stock Options — 23,100 non-qualified stock options with an exercise price of $14.29 per share.
−Removed: Common Stock — 2,800 shares of common stock, valued at $5.95 per share, for board of director services.
−Removed: Warrant – Warrant to purchase 20,000 shares of Common Stock at $4.75 per share pursuant to Asset Sale and Purchase Agreement
−Removed: Jan – July 2022
−Removed: Series A Preferred Stock – 12,860 shares at $25 per share for aggregate proceeds of $321,500
−Removed: Additionally, our Company recognized $20,000 of stock-based compensation expense related to share-based payment awards for directors that were not yet issued for services during the three months ended September 30, 2022.
−Removed: The shares are awarded to directors immediately pursuant to the Company’s 2022 Non-Employee Director Compensation Policy whereby, in addition to other compensation, our Company issues $5,000 worth of shares per director at the end of each quarter.
+Added: December 2023
+Added: Preferred Shares — 22,600 with a purchase price of $25 per share.
No underwriters were utilized, and no commissions or fees were paid with respect to any of the above transactions.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.