Usio, Inc. 10-Q

Item 1A. RISK FACTORS.   There have been no material changes from risk factors previously disclosed in our annual report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission on March 30, 2021.   15 Table of Contents   Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.   Recent Sales of Unregistered Securities   On September 1, 2021, we issued 19,950 shares of common stock to University FanCards, LLC in a cashless exercise at $5.97 per common share in exchange for 30,000 warrants exercised by FanCards, LLC.   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.    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 shares 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, $1,374,049 was available under the repurchase plan. On November 7, 2019, the Board of Directors approved the renewal of the share buy-back 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 the funds are exhausted, or the date the Board of Directors, at its sole discretion, terminates or suspends the program. The program is used for the purchase of stock from employees and directors, and for open-market purchases through a broker. During the three months ended September 30, 2021, we made the following stock repurchases:   Period   (a) Total number of shares (or units) purchased     (b) Average price paid per share (or unit)     (c) Total number of shares (or units) purchased as part of publicly announced plans or programs     (d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs                                     July 1 - July 31, 2021     4,152     $ 5.98       961,163     $ 1,010,546   August 1 - August 31, 2021     14,715     $ 5.56       975,878     $ 928,757   September 1 - September 30, 2021     2,077     $ 6.01       977,878     $ 916,265   Total     20,944                     $ 916,265     On January 6, 2021, we repurchased 11,860 shares for $38,545 in a private transaction at a closing price on January 6, 2021 of $3.25 per share from Tom Jewell, our Chief Financial Officer to cover his share of taxes.   Item 3. Defaults Upon Senior Securities.   None.   Item 4. MINE SAFETY DISCLOSURES.   Not applicable.