What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-04-14 compared with 2022-03-14 · 26 added, 32 removed, 14 unchanged (81% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER

MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER

MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

The Company’s common stock trades on the Nasdaq Global Market under the trading symbol JCS.

At March 1, 2022, there were approximately 465 registered holders of record of Communications Systems, Inc.

The Company’s common stock trades on the Nasdaq Capital Market under the trading symbol PEGY.

At March 31, 2023, there were approximately 272 registered holders of record of Pineapple Energy Inc.

common stock.

1 unchanged sentence

The following table presents information about the Company’s equity compensation plans, under which equity securities of the Company are authorized for issuance, as of December 31, 2022:

Securities Authorized for Issuance Under Equity Compensation Plans

Number of shares

Number of shares of

of common stock

common stock remaining

Equity Compensation Plan Information

Number of securities

to be issued upon

available for future

remaining available

Weighted-average

issuance under equity

for future issuance under

exercise price of

compensation plans

equity compensation

options, warrants

outstanding options

(excluding shares in

plans (excluding shares

Plan Category

and rights (1)

warrants and rights (2)

in first column)

Equity compensation plans approved by security holders:

2022 Employee Stock Purchase Plan

2011 Executive Incentive Compensation Plan

2022 Equity Incentive Plan

Equity compensation plans not approved by security holders:

(1) The Company does not have individual compensation arrangements involving the grant of options, warrants and rights, but only grants equity awards under shareholder-approved plans.

(2) The Employee Stock Purchase Plan was suspended effective March 31, 2021 due to conditions of the Pineapple merger agreement.

During 2021, a change in control under the 2011 Executive Incentive Compensation Plan occurred related to the sale of the E&S segment.

Vesting on all outstanding equity awards under the 2011 Executive Incentive Compensation Plan was accelerated, in-the-money options were exercised and out-of-the money options were cancelled and no further awards were granted under the 2011 Executive Incentive Compensation Plan (see Note 11 of the Notes to Consolidated Financial Statements under Item 8).

Under the merger agreement, CSI may not issue, deliver, sell, or pledge any CSI common stock, any other voting securities or other equity interests or any securities convertible into, or any rights, warrants or options to acquire, any CSI common stock, except as permitted by the merger agreement.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

In August 2019, CSI board of directors authorized a $2,000,000 Stock Repurchase Program.

At December 31, 2021, there remained $341,000 under the 2019 Stock Repurchase Program.

Under the merger agreement, CSI may not, except as expressly contemplated by the merger agreement, purchase, redeem or otherwise acquire any shares of CSI common stock or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities.

In the three months ended December 31, 2021, the company repurchased shares of stock as follows:

ISSUER PURCHASES OF EQUITY SECURITIES

(a) Total Number of Shares Purchased (1)

Average Price Paid per Share (or Unit)

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

(b) Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs

November 2021

December 2021

(1) The total number of shares purchased includes shares purchased under the Board’s authorization described above, including market purchases and privately negotiated purchases .

CFO Inducement Grant

SUNation Inducement Grants

(1) Includes outstanding awards under the 2022 Equity Incentive Plan, as well as restricted stock units outstanding under inducement grants made to the Company’s newly-hired Chief Financial Officer and newly-hired employees in connection with the SUNation acquisition in accordance with Nasdaq Listing Rule 5635(c)(4).

(2) Only restricted stock units are outstanding, which do not have an exercise price;

they are settled in shares of our common stock on a one-for-one basis at no additional cost.

(3) Includes the Pineapple Energy Inc.

2022 Equity Incentive Plan (the “Equity Plan”) and the Pineapple Energy Inc.

2022 Employee Stock Purchase Plan (the “ESPP”).

The Equity Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, stock unit awards and other stock-based awards to employees, non-employee directors and consultants and advisors to the Company.

The number of shares of Company common stock available for issuance under the Equity Plan initially was 750,000 and was increased to 1,250,000 by shareholder approval on December 7, 2022.

The ESPP was approved by shareholders on December 7, 2022, and provides for the purchase by eligible employees of shares of the Company’s common stock at a discount to the market price.

A total of 200,000 shares are available for purchase under the ESPP.

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