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Item 5. Market for Registrant’s Common Equity

2024-04-22 compared with 2023-03-27 · 22 added, 70 removed, 10 unchanged (90% of the section changed)

MARKET FOR THE REGISTRANT’S

COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

for Common Stock

4 unchanged sentences

Stock and Preferred Stock Outstanding and Holders of Record

of March 27, 2023, we had 10,110,878 shares of common stock outstanding, held by 45 stockholders of record, not including holders

who hold their shares in street name, and no shares of Preferred Stock issued or outstanding.

have never paid or declared any cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future.

We anticipate that we will retain all of our future earnings for use in the operation of our business and for general corporate purposes.

of April 22, 2024, we had 1,406,348 shares of common stock outstanding, held by 52 stockholders of record, not including holders who

hold their shares in street name, and also shares of Series C Preferred Stock issued or outstanding.

we paid a special cash dividend in the first quarter of 2024, we have not historically paid or declared any cash dividends on our common

Any determination to pay dividends in the future will be at the discretion of our board of directors.

Accordingly, investors must rely

on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their

Accordingly, investors have

historically relied on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future

gains on their investments.

Sales of Unregistered Securities

disclosures below include information on recent sales of unregistered securities during the three months ended December 31, 2022, and

from the period from January 1, 2022, to the filing date of this report, and do not include information which has previously been included

in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K:

January 2022, warrants to purchase 14,584 shares of common stock were exercised with an exercise price of $0.06 per share;

issued 14,584 shares of common stock, and $875 in proceeds were received in connection with such exercise.

claim an exemption from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act, since the foregoing

issuances did not involve a public offering, the recipients were (a) “ accredited investors ”;

and/or (b) had access

to similar documentation and information as would be required in a Registration Statement under the Securities Act.

The securities are

subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities

have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom.

October 4, 2022 the Company entered into a Purchase Agreement with a certain institutional investor.

The Purchase Agreement provided

for the sale and issuance by the Company of an aggregate of:

(i) 920,000 Shares of the Company’s Common Stock, $0.00001 par value,

(ii) Pre-Funded Warrants to purchase up to 601,740 shares of Common Stock and (iii) Private Placement Warrants and, together with the

Shares and the Pre-Funded Warrants (the “ Securities ”), to purchase up to 2,663,045 shares of Common Stock.

price per Share was $1.15 and the offering price per Pre-Funded Warrant was $1.14999.

The Company received approximately $1.750 million

in proceeds and paid approximately $0.205 million in commissions and legal fees related to the transaction.

The Private Placement Warrants

were sold in a concurrent Private Placement, exempt from registration pursuant to Section 4(a)(2) and/or Rule 506 of the Securities Act

of 1933, as amended (the “ Securities Act ”).

were no sales of unregistered securities during the three months ended December 31, 2023, and from the period from January 1, 2024, to

the filing date of this report, that were not previously disclosed in a Quarterly Report on Form 10-Q or in a Current Report on Form

Purchases of Equity Securities

following table sets forth share repurchase activity for the respective periods:

Total Number of Shares Purchased

Price Paid Per Share

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

Maximum Approximate

Dollar Value of

Shares that May Yet Be Purchased Under the Plans or Programs (1)

Maximum Number of

Shares that May Yet Be Purchased Under the Plans or Programs (2)

October 1, 2022 – October 31, 2022

November 1, 2022 – November 30, 2022

December 1, 2022 – December 31, 2022

On May 27, 2021, our Board of Directors authorized the repurchase up to $1 million of the currently outstanding shares of the Company’s

common stock.

Under the stock repurchase program, shares may be repurchased from time to time in the open market or through negotiated

transactions at prevailing market rates, or by other means in accordance with federal securities laws.

Repurchases will be made at management’s

discretion at prices management considers to be attractive and in the best interests of both the Company and its stockholders, subject

to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and the Company’s

financial performance.

Open market purchases will be conducted in accordance with the limitations set forth in Rule 10b-18 of Exchange

Act and other applicable legal requirements.

May and December of 2021, the Company’s Board of Directors authorized the repurchase of up to $1 million of the currently outstanding

shares of the Company’s common stock.

Under the stock repurchase program, shares may be repurchased from time to time in the open

market or through negotiated transactions at prevailing market rates, or by other means in accordance with federal securities laws.

will be made at management’s discretion at prices management considers to be attractive and in the best interests of both the Company

and its stockholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses

for capital, and the Company’s financial performance.

Any open market purchases will be conducted in accordance with the limitations

set forth in Rule 10b-18 of Exchange Act and other applicable legal requirements.

Repurchases may also be made under a Rule 10b5-1 plan.

There was no time frame or expiration

date for the repurchase program, and such program was to remain in place until a maximum of $1.0 million of the Company’s common

stock had been repurchased or until such program was suspended or discontinued by the Board of Directors.

July 18, 2021, our Board of Directors approved an “at-the-market” offering and paused the Stock Repurchase Program until

the offering is complete.

July 22, 2021, our Board of Directors delayed the “at-the-market” offering and reactivated the Stock Repurchase Program.

August 5, 2021, our Board of Directors paused the Stock Repurchase Program until a planned “at-the-market” offering was complete,

which “at-the-market” offering was terminated effective on December 5, 2021.

no dollar amount of shares may be purchased pursuant to the terms of the Stock Repurchase Program, which as discussed in footnote (2)

below, has been modified to allow for the repurchase of 100,000 shares of common stock instead of a dollar amount.

On December 10, 2021, the Board of Directors authorized and approved the resumption of the Company’s prior share repurchase

program (as modified).

The share repurchase program as approved by the Board of Directors on December 10, 2021, modified the prior repurchase

program to allow for the repurchase of up to 100,000 of the currently outstanding shares of the Company’s common stock.

no time frame for the repurchase program, and such program will remain in place until a maximum of 100,000 shares of the Company’s

common stock have been repurchased or until such program is discontinued by the Board of Directors.

There was no time frame or expiration date for the repurchase program, and such program was to remain in place until a maximum of $1.0

million of the Company’s common stock had been repurchased or until such program was suspended or discontinued by the Board of

During Fiscal 2023 the Company did not repurchase or any shares of the Company’s

common stock under the repurchase program.

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.

What changed 10-K

Item 5. Market for Registrant’s Common Equity