Royalty Management Holding Corp 10-K

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information Our units, Class A common shares and warrants, are traded on The NASDAQ Capital Markets, LLC under the symbols “RMCO” and “RMCOW,” respectively. Upon our business combination, which became effective on October 31, 2023, our units commenced public trading on November 6, 2023. The following table sets forth information as reported by the Nasdaq Capital Markets for the high and low bid and ask prices for each of the eight quarters ending December 31, 2024 for our common stock. High Low Quarters ending in 2023 March 31 $ 10.74 $ 10.00 June 30 10.30 10.13 September 30 11.25 10.26 December 31 22.97 1.48 Quarters ending in 2024 March 31 $ 2.30 $ 1.10 June 30 1.59 0.70 September 30 1.12 0.74 December 31 1.28 0.86 Holders As of December 31, 2024, there were 343 shareholders of record of our common stock. This number includes one position at Cede & Co., which includes an unknown number of shareholders holding shares of 94,261. The number of both shareholders of record and beneficial shareholders may change on a daily basis. Dividends Holders of common stock are entitled to receive dividends as may be declared by our Board of Directors and, in the event of liquidation, to share pro rata in any distribution of assets after payment of liabilities and preferred shareholders. Our Board of Directors has sole discretion to determine: (i) whether to declare a dividend; (ii) the dividend rate, if any, on the shares of any class of series of our capital stock, and if so, from which date or dates; and (iii) the relative rights of priority of payment of dividends, if any, between the various classes and series of our capital stock. We have not paid any dividends in the past and do not have any current plans to pay any dividends in the future. 5 Table of Contents Securities Authorized for Issuance Under Equity Compensation Plans None. Recent Sales of Unregistered Sales of Equity Securities Series A Preferred Stock The Company is authorized to issue 10,000,000 shares of “blank check” preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s Board of Directors. On August 30, 2024, the Company amended and restated its Certificate of Incorporation to designate 5,000,000 shares of the Preferred Stock as a newly-designed Series A Preferred Stock. Series A Preferred Stock will have a $1.00 par value, while the remainder of preferred stock will remain at $0.0001. At December 31, 2024 and 2023, there were 1,607,886 and 0, respectively, shares of preferred stock issued or outstanding. Stock Warrants During 4 th quarter 2024, the Company issued 225,000 stock warrants for the Board of Directors compensation for 2024 and 2025. The warrant provides the option to purchase up to a total of 225,000 Class A Common Stock at an average exercise price of 1.19 per share. The warrants expire three years after issuance. During the period the warrants are outstanding, we will reserve from our authorized and unissued common stock a sufficient number of shares to provide for the issuance of shares of common stock underlying the warrants upon the exercise of the warrants. No fractional shares will be issued upon the exercise of the warrants. The warrants are not listed on any securities exchange. Except as otherwise provided within the warrant, the warrant holders have no rights or privileges as members of the Company until they exercise their warrants. Use of Proceeds None. Repurchases On April 13, 2024, the Company’s Board of Directors voted unanimously to institute a stock repurchase program of Royalty Management Holding Corporation’s Class A Common Shares. Under the program, stock purchases will occur either through open market purchases or through privately negotiated transactions, at prices determined by an officer of the Company. Unless otherwise modified by the Board of Directors, the stock repurchase program terminates at the earlier of: (i) upon a total purchase of Two Million Dollars ($2,000,000) of Company Common Stock; (ii) Twenty-Four (24) months after the date of Board approval, or (iii) upon termination by action of the Board. The stock repurchase program does not obligate the Company to repurchase any dollar amount or number of shares of common stock, and the program may be suspended or discontinued at any time. As of December 31, 2024, the Company has repurchased a total of 31,177 shares of Common Stock at an average price of $0.9201 per share. 6 Table of Contents ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA The registrant qualifies as a smaller reporting company, as defined by Rule 229.10(f)(1) and is not required to provide the information required by this Item.