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.
The Company’s common stock is listed on the Capital Market of the NASDAQ Stock Market, LLC (“NASDAQ”) under the symbol “RAVE”. As of September 18, 2023, there were
approximately 1,888 stockholders of record of the Company’s common stock.
The Company had no sales of unregistered securities during fiscal 2023 or 2022.
The Company did not pay any dividends on its common stock during the fiscal years ended June 25, 2023 or June 26, 2022. Any determination to pay cash dividends in the future
will be at the discretion of the Company’s board of directors and will be dependent upon the Company’s results of operations, financial condition, capital requirements, contractual restrictions, and other factors deemed relevant. Currently,
there is no intention to pay any dividends on our common stock.
2007 Stock Purchase Plan
On May 23, 2007, the Company’s board of directors approved a stock purchase plan (the “2007 Stock Purchase Plan”) authorizing the purchase on our behalf of up to 1,016,000
shares of our common stock in the open market or in privately negotiated transactions. On June 2, 2008, the Company’s board of directors amended the 2007 Stock Purchase Plan to increase the number of shares of common stock the Company may
repurchase by 1,000,000 shares to a total of 2,016,000 shares. On April 22, 2009, the Company’s board of directors amended the 2007 Stock Purchase Plan again to increase the number of shares of common stock the Company may repurchase by 1,000,000
shares to a total of 3,016,000 shares. On June 28, 2022, the Company’s board of directors amended the 2007 Stock Purchase Plan again to increase the number of shares of common stock the Company may repurchase by 5,000,000 shares to a total of
8,016,000 shares. The 2007 Stock Purchase Plan does not have an expiration date.
The following table furnishes information for purchases made pursuant to the 2007 Stock Purchase Plan during fiscal 2023:
Period
Total Number
of Shares
Purchased
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
June 27, 2022 - July 31, 2022
891,350
$
1.20
3,552,399
4,463,601
August 1, 2022 - August 28, 2022
219,541
1.35
3,771,940
4,244,060
August 29, 2022 - September 25, 2022
0
0
3,771,940
4,244,060
September 26, 2022 - October 30, 2022
0
0
3,771,940
4,244,060
October 31, 2022 - November 27, 2022
0
0
3,771,940
4,244,060
November 28, 2022 - December 25, 2022
2,246,086
1.60
6,018,026
1,997,974
December 26, 2022 - January 29, 2023
0
0
6,018,026
1,997,974
January 30, 2023 - February 26, 2023
0
0
6,018,026
1,997,974
February 27, 2023 - March 26, 2023
0
0
6,018,026
1,997,974
March 27, 2023 - April 30, 2023
0
0
6,018,026
1,997,974
May 1, 2023 - May 28, 2023
0
0
6,018,026
1,997,974
May 29, 2023 - June 25, 2023
0
0
6,018,026
1,997,974
Total
3,356,977
$
1.48
The Company’s ability to purchase shares of our common stock is subject to various laws, regulations, and policies as well as the rules and regulations of the Securities and
Exchange Commission (the “SEC”). The Company may also purchase shares of our common stock other than pursuant to the 2007 Stock Purchase Plan or other publicly announced plans or programs.
On December 21, 2022, the Company entered into a Stock Purchase Agreement with Hallmark Financial Services, Inc. (“Hallmark”) pursuant to which the Company purchased from
certain direct or indirect subsidiaries of Hallmark an aggregate of 2,246,086 shares of the Company’s common stock at a price of $1.60 per share, resulting in an aggregate purchase price of $3,593,738. The price per share represented the average
closing price of the Company’s common stock on the Nasdaq Capital Market for the preceding 15 trading days. The transaction was approved by the Audit Committee of the Company, which consists of all of the independent directors of the Company.
The Chairman of the Company, Mark E. Schwarz, who is also the Executive Chairman of Hallmark, recused himself from all deliberations with respect to the Stock Purchase Agreement with Hallmark.
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Index
Equity Compensation Plan Information
The following table furnishes information with respect to the Company’s stock option equity compensation plans as of June 25, 2023:
Plan Category
Number of securities to
be issued upon exercise
of outstanding options,
warrants, and rights
Weighted average
exercise price of
outstanding options,
warrants, and rights
Number of securities
remaining available for
future issuance under
equity compensation plans (1)
Stock option compensation plans approved by security holders
151,750
$
5.19
1,543,603
Stock option compensation plans not approved by security holders
—
—
—
Total
151,750
$
5.19
1,543,603
(1)
Securities remaining available for future issuance under the 2015 Long Term Incentive Program are net of a maximum of 1,328,531 shares of common stock issuable pursuant to outstanding restricted stock units, subject to applicable
vesting requirements and performance criteria. See Note I to the audited consolidated financial statements included in this report.
ITEM 6.
Reserved
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Index
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.