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
Class 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 October 28, 2024, the
last sales price reported on the NYSE American for our Class B common stock was $3.05
per share.
On
October 28, 2024, there were 263 holders of record of our Class B common stock and 1 holder of record of our Class A common stock.
As of October 28, 2024, 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
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.
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, 2024 and which is incorporated by reference herein.
Recent Sales of Unregistered Securities
None.
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 (“2021
Share Repurchase Plan”) which was completed on August 28, 2024. On September 9, 2024, our Board approved a new $5 million share
buyback program (the “2024 Share Repurchase Plan”). Repurchases under the 2021 Share Repurchase Plan were, and under the
2024 Share Repurchase Plan are to 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.
45
The following table summarizes the share repurchase activity for the
fourth quarter fiscal of 2024:
Total
Number of
Shares
Purchased as
Approximate Dollar
Value of
Shares that May
Total
Number of
Average
Price
Part of
Publicly
Yet Be Purchased
Period
Shares
Purchased
Paid Per
Share(1)
Announced
Programs
Under the
Program
(in thousands)
(in thousands)
(in thousands)
May 1, 2024 to May 31, 2024
16
$ 2.65
16
$ 1,227
June 1, 2024 to June 30, 2024
77
$ 2.88
77
$ 1,007
July 1, 2024 - July 31, 2024
59
$ 3.72
59
$ 788
Total
152
152
(1)
The average price paid per
share includes any broker commissions.
Item 6. [Reserved].
Not applicable.