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.
Market Information
Effective on June 26, 2019 we changed our corporate name from Payment Data Systems, Inc. to Usio, Inc. Our common stock is listed under the Nasdaq Capital Markets Exchange under the ticker symbol "USIO". Prior to that change, our common stock had been listed on the Nasdaq Capital Markets Exchange under the ticker symbol “PYDS” since August 11, 2015. Prior to that our common stock was quoted on the OTCQB, the OTC market tier for companies that are reporting with the SEC, and on the OTC Bulletin Board, or OTCBB, also under the ticker symbol “PYDS”.
Holders
On March 18, 2021, 25,030,668 shares of our common stock were issued and outstanding. As of March 18, 2021, there were 3,886 stockholders of record of our common stock.
Dividends
We have never declared or paid cash or stock dividends, and we have no plans to pay any such dividends in the foreseeable future. Instead, we intend to reinvest our earnings, if any.
Securities Authorized for Issuance under Equity Compensation Plans
The information required to be disclosed by Item 201(d) of Regulation S-K, “Securities Authorized for Issuance Under Equity Compensation Plans,” is incorporated herein by reference. Refer to Item 12 of Part III of this annual report on Form 10-K for additional information.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
Since September 30, 2020, we issued the following unregistered securities.
On December 15, 2020, we issued 945,599 warrants to purchase 945,599 shares of our common stock, $0.001 par value per share, with an exercise price of $4.23 per share to Information Management Solutions, LLC. The warrants vest in two installments of 315,200 on December 15, 2021 and December 15, 2022 and one installment of 315,199 on December 15, 2023. The warrants have a term of five years from vest.
On February 5, 2021, we issued 19,795 shares of common stock to University FanCards, LLC upon the cashless exercise of 30,000 warrants with an exercise price of $2.00. The shares were valued at $5.88 per share.
We relied on the Section 4(a)(2) exemption from securities registration under the federal securities laws for transactions not involving any public offering. No advertising or general solicitation was employed in offering the securities. The securities were issued to an accredited investor. The securities were offered for investment purposes only and not for the purpose of resale or distribution. The transfer thereof was appropriately restricted by us.
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Table of Contents
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
On November 2, 2016, we announced that our Board of Directors authorized the repurchase of up to $1 million of our common stock from time to time on the open market, in block transactions, or in privately negotiated transactions. On January 9, 2018, the Board of Directors added an additional $2 million to the buyback plan. The program began on November 16, 2016 and ended on September 29, 2019. At September 29, 2019 when the program ended, $1,419,701 was available under the repurchase plan. The program was used for purchases of stock from employees and directors; and for open-market purchases through a broker. On November 7, 2019, the Board of Directors approved the renewal of the share buyback program. The Board approved a limit of $1,420,000 which was rolled over from the prior buyback program with a three-year duration. The new buyback program terminates on the earliest of September 30, 2022, the date all funds have been exhausted, or the date the Board of Directors, at its sole discretion, terminates or suspends the program. The Board of Directors ratified share purchases between September 29, 2019 and November 7, 2019 and such share repurchases count against the newly approved dollar limit. $1,120,409 were available at December 31, 2020 under this program. The following table shows our recent stock purchases under the buyback plan as of December 31, 2020 :
(d)
(c)
Maximum number (or
Total number of shares
approximate dollar
(a)
(or units) purchased as
value) of shares (or
Total number of
(b)
part of publicly
units) that may yet be
shares (or units)
Average price paid
announced plans or
purchased under the
Period
purchased
per share (or unit)
programs
plans or programs
October 1, 2020 to October 31, 2020
1,186
$
1.52
874,009
$
1,218,570
November 1, 2020 to November 30, 2020
62,296
$
1.58
936,305
$
1,120,409
Total
63,482
$
1,120,409
On January 6, 2019, we repurchased 11,860 shares for $21,822 in a private transaction at the closing price on January 6, 2019 of $1.84 per share from Tom Jewell, the Company's Chief Financial Officer, to cover his share of taxes.
On January 6, 2020, we repurchased 11,860 shares for $20,636 in a private transaction at the closing price on January 6, 2020 of $1.74 per share from Tom Jewell, the Company's Chief Financial Officer, to cover his share of taxes.
On November 1, 2020, we repurchased 54,756 shares for $86,399 in a private transaction at the closing price of $1.5779 on October 15, 2020 per share from Louis Hoch, the Company's Chief Executive Officer to cover his share of his taxes.
On January 6, 2021, we repurchased 11,860 shares for $38,545 in a private transaction at the closing price on January 6, 2021 of $3.25 per share from Tom Jewell, the Company's Chief Financial Officer, to cover his share of taxes.
ITEM 6. SELECTED FINANCIAL DATA.
As a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item.