What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-10-30 compared with 2022-11-14 · 52 added, 31 removed, 1 unchanged (99% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

B Common Stock

Our Class B common stock is quoted on the NYSE American stock exchange

under the trading symbol ZDGE.

Trading commenced on the NYSE American on June 1, 2016.

On November 10, 2022, the last sales price reported

on the NYSE American for our Class B common stock was $1.94 per share.

October 25, 2022, there were 270 holders of record of our Class B common stock and 1 holder of record of our Class A common stock.

of October 25, 2022, all shares of Class A common stock are beneficially owned by Michael Jonas.

The number of holders of record of our

Class B common stock does not include the number of persons whose shares are in nominee or in “street name” accounts through

do not anticipate paying dividends on our common stock until we achieve sustainable profitability (after satisfying all of our operational

needs) and retain certain minimum cash reserves.

Distributions will be subject to the need to retain earnings for investment in growth

opportunities or the acquisition of complementary assets.

The payment of dividends in any specific period will be at the sole discretion

of our Board of Directors.

information required by Item 201(d) of Regulation S-K will be contained in our Proxy Statement for our Annual Stockholders Meeting, which

we will file with the Securities and Exchange Commission within 120 days after July 31, 2022, and which is incorporated by reference

Sales of Unregistered Securities

received proceeds of approximately $873,000 from the exercise of stock options in fiscal 2021 for which we issued 559,840 shares of our

Market for Registrant’s Common Equity, Related Stockholder

Matters and Issuer Purchases of Equity Securities

Class B Common Stock

Graph of Stock

are a smaller reporting company as defined by Rule 12b-2 of the Securities and Exchange Act of 1934 and are not required to provide the

information under this item.

Repurchases of Equity Securities

fiscal 2022 and 2021, we purchased 16,115 shares and 17,630 shares, respectively, of Class B common stock from employees for $232,000

and $26,000 respectively, to satisfy tax withholding obligations in connection with the vesting of restricted stock and DSUs.

Board of Directors authorized a buyback program, effective December 1, 2021, of up to 1.5 million shares of our Class B common

The Company did not purchase any shares under this buyback program in fiscal 2022.

Through November 10, 2022,

the Company had purchased 160,002 shares of Class B common stock at an average price of $2.26 per share under this program.

Our Class B common stock is quoted on the NYSE

American stock exchange under the trading symbol ZDGE.

Trading commenced on the NYSE American on June 1, 2016.

On October 26, 2023, the

last sales price reported on the NYSE American for our Class B common stock was $1.95 per share.

On October 26, 2023, there were 271 holders of

record of our Class B common stock and 1 holder of record of our Class A common stock.

As of October 26, 2023, all shares of Class A common

stock are beneficially owned by Michael Jonas.

The number of holders of record of our Class B common stock does not include the number

of persons whose shares are in nominee or in “street name” accounts through brokers.

We do not anticipate paying dividends on our

common stock until we achieve sustainable profitability (after satisfying all of our operational needs) and retain certain minimum cash

Distributions will be subject to the need to retain earnings for investment in growth opportunities or the acquisition of complementary

The payment of dividends in any specific period will be at the sole discretion of our Board of Directors.

The information required by Item 201(d) of Regulation

S-K will be contained in our Proxy Statement for our Annual Stockholders Meeting, which we will file with the Securities and Exchange

Commission within 120 days after July 31, 2023, and which is incorporated by reference herein.

Recent Sales of Unregistered Securities

Performance Graph of Stock

We are a smaller reporting company as defined by Rule 12b-2 of the

Securities and Exchange Act of 1934 and are not required to provide the information under this item.

Issuer Repurchases of Equity Securities

In October 2021, our board of directors authorized

a repurchase program of up to 1.5 million shares of our Class B common stock at a maximum aggregate purchase price of $3.0 million.

may be made from time to time through open market purchases or through privately negotiated transactions, subject to market conditions,

applicable legal requirements and other relevant factors.

Open market repurchases may be structured to occur in accordance with the requirements

of Rule 10b-18.

We may also, from time to time, enter into Rule 10b-5 trading plans to facilitate repurchases of its shares.

The repurchase

program does not obligate us to acquire any particular amount of our Class A common stock, has no expiration date and may be modified,

suspended, or terminated at any time at our discretion.

The following table summarizes the share repurchase activity for the

fourth quarter fiscal of 2023:

Average Price

Per Share (1)

Shares Purchased

as Part of Publicly

Approximate Dollar

Value of Shares that

Purchased Under

(in thousands)

May 1 - 31, 2023

June 1 - 30, 2023

July 1 - 31, 2023

(1) The average price paid per share includes any broker commissions.

Not applicable.

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