Usio, Inc. 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.   Market Information   On June 15, 2021, our common stock was uplisted and is now listed on the Nasdaq Global Market® 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, and "USIO" since June 26, 2019.    Holders   On March 10, 2022, 25,533,013 shares of our common stock were issued and outstanding. As of March 10, 2022, there were 143 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, 2021, we issued the following unregistered securities.   On November 19, 2021, we issued 142,857 shares of common stock valued at $7.00 per share to Voyager Digital Holdings, Inc in a private placement.   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.   23 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. $ 881,662 were available at December 31, 2021 under this program. The following table shows our recent stock purchases under the buyback plan as of December 31, 2021:                               (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, 2021 to October 31, 2021     1,186     $ 6.01       978,251     $ 914,992   November 1, 2021 to November 30, 2021     979     $ 7.42       979,230     $ 907,654   December 1, 2021 to December 31, 2021     4,989     $ 5.21       984,219     $ 881,662   Total     7,154                     $ 881,662     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.   On January 6, 2022, we repurchased 11,361 shares for $47,930 in a private transaction at the closing price on January 6, 2022 of $4.21 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.