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
Our common stock is quoted on the OTCQB, operated
by the OTC Markets Group, under the symbol “ZDPY.” Trading in OTCQB stocks can be volatile, sporadic and risky, as thinly
traded stocks tend to move more rapidly in price than more liquid securities. Such trading may also depress the market price of our common
stock and make it difficult for our stockholders to resell their common stock.
The following table reflects the high and low
closing price for our common stock for the period indicated. The bid information was obtained from the OTC Markets Group, Inc. and reflects
inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.
Quarter Ended
High
Low
December 31, 2025
$ 0.50
$ 0.42
September 30, 2025
$ 0.57
$ 0.43
June 30, 2025
$ 0.61
$ 0.33
March 31, 2025
$ 0.47
$ 0.30
December 31, 2024
$ 0.55
$ 0.39
September 30, 2024
$ 0.66
$ 0.51
June 30, 2024
$ 0.70
$ 0.45
March 31, 2024
$ 0.55
$ 0.35
On March 30, 2026, the closing price of our common stock on the OTCQB
was $0.385 per share.
Holders of Common Stock
As of April 1, 2026, there were approximately
1,168 beneficial shareholders of our common stock. The number of record holders does not include beneficial owners of common stock whose
shares are held in the names of banks, brokers, nominees or other fiduciaries.
Recent Sales of Unregistered Securities
None.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Between September 2024 and November 2024, the
Company purchased a total of 13,687 shares of common stock for $8,010, or $0.59 per share, which as of December 31, 2025, is reflected
as treasury stock on the consolidated balance sheet until such time as the shares are cancelled.
Between May 2025 and June 2025, the Company purchased
a total of 57,000 shares of its common stock for $26,858, or an average of $0.47 per share, which as of December 31, 2025, is reflected
as treasury stock on the consolidated balance sheet until such time as the shares are cancelled.
As of April 1, 2026, the Company holds 170,687
shares of common stock as treasury shares.
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Securities Authorized for Issuance under Equity Compensation Plans
On August 9, 2016, the Company’s Board
of Directors authorized the 2016 Equity Incentive Plan (the “2016 Plan”) and reserved 10,000,000 shares of common stock for
issuance thereunder. The 2016 Plan was approved by shareholders on November 21, 2016. The 2016 Plan’s purpose is to encourage ownership
in the Company by employees, officers, directors and consultants whose long-term service the Company considers essential to its continued
progress and, thereby, encourage recipients to act in the stockholders’ interest and share in the Company’s success. The
2016 Plan authorizes the grant of awards in the form of options intended to qualify as incentive stock options under Section 422 of the
Internal Revenue Code of 1986, as amended, options that do not qualify (non-statutory stock options) and grants of restricted shares
of common stock. Restricted shares granted pursuant to the 2016 Plan are amortized to expense over the vesting period. Options vest and
expire over a period not to exceed seven years. If any share of common stock underlying a stock option that has been granted ceases to
be subject to a stock option, or if any shares of common stock that are subject to any other stock-based award granted are forfeited
or terminated, such shares shall again be available for distribution in connection with future grants and awards under the 2016 Plan.
As of December 31, 2025, 1,315,000 stock option awards were outstanding and 1,206,250 options were exercisable under the 2016 Plan. As
of December 31, 2025, 8,685,000 shares were available for future issuance under the 2016 Plan.
The Company also continues to maintain its 2014
Equity Compensation Plan (the “2014 Plan”). The 2014 Plan has been superseded by the 2016 Plan. Accordingly, the Board does
not intend to grant any additional awards under the 2014 Plan. As of December 31, 2025, options to purchase 250,000 shares of common
stock were outstanding and exercisable pursuant to the 2014 Plan.
DESCRIPTION OF SECURITIES
Outstanding Shares and Holders
As of April 1, 2026, our authorized capital
stock consists of (i) 100,000,000 shares of common stock, $0.001 par value per share, of which 13,351,516 and 13,180,829 shares were
issued and outstanding, respectively, and (ii) 5,000,000 shares of preferred stock, $0.001 par value per share, of which 2,000,000 shares
were issued and outstanding. As of April 1, 2026, the Company holds 170,687 shares of common stock as treasury shares.
Common Stock
Holders of the Company’s common stock are
entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting
rights. Holders of the Company’s common stock are entitled to share in all dividends that our board of directors, in its discretion,
declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its
holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if
any, having preference over the common stock. The Company’s common stock has no pre-emptive rights, no conversion rights and there
are no redemption provisions applicable to the Company’s common stock.
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Preferred Stock
Our articles of incorporation, as amended, authorizes
our board of directors, subject to any limitations prescribed by law, without further stockholder approval, to establish and to issue
from time to time one or more classes or series of preferred stock. Each class or series of preferred stock will cover the number of
shares and will have the powers, preferences, rights, qualifications, limitations and restrictions determined by the board of directors,
which may include, among others, dividend rights, liquidation preferences, voting rights, conversion rights, preemptive rights and redemption
rights. Except as provided by law or in a preferred stock designation, the holders of preferred stock will not be entitled to vote at
or receive notice of any meeting of stockholders.
The certificate of designation for the preferred
stock provides that the shares are not convertible into any other class or series of stock. Holders of preferred shares are entitled
to 50 votes for each share held. Voting rights are not subject to adjustment for splits that increase or decrease the common shares outstanding.
Upon liquidation, holders of preferred stock will be entitled to receive $1.00 per share plus redemption provision before assets are
distributed to other stockholders. Holders of preferred shares are entitled to dividends equal to common share dividends. Once any shares
of preferred stock are outstanding, at least 51% of the total number of shares of preferred stock outstanding must approve the following
transactions:
●
alteration of the rights,
preferences of privileges of the preferred stock,
●
creation of any new class
of stock having preferences over the preferred stock,
●
repurchase of any of our
common stock,
●
merger of consolidation
with any other company, other than one of our wholly owned subsidiaries,
●
sale, conveyance or other
disposal of, or creation or incurrence of any mortgage, lien, or charge or encumbrance or security interest in or pledge of, or sale
and leaseback of, all or substantially all of our property or business, or
●
incurrence, assumption
or guarantee of any indebtedness maturing more than 18 months after the date on which it is incurred, assumed or guaranteed by us,
except for operating leases and obligations assumed as part of the purchase price of property.
Holders of a majority of the voting power of
our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at
any meeting of stockholders. A vote by the holders of a majority of our outstanding voting shares is required to effectuate certain fundamental
corporate changes such as liquidation, merger or an amendment to our articles of incorporation.
Holders of preferred shares vote along with common
stockholders on each matter submitted to a vote of security holders. As a result of the multiple votes accorded to holders of the preferred
stock, Greg Johnston and Alex McLaren have the ability to control the outcome of all matters submitted to a vote of stockholders, including
the election of directors. On those matters that require the approval of at least 51% of the preferred stock, both Mr. Johnston and Mr.
Alex McLaren must provide their approval inasmuch as each of them owns 50% of the outstanding preferred stock.
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Dividends
Historically, we have not paid any cash dividends
on our common stock. Except as set forth below, it is our present intention not to pay any cash dividends in the foreseeable future,
but rather to reinvest cash flow and earnings, if any, in our business operations. However, in the future, our board of directors may
declare dividends on our common stock. Payment of future dividends on our common stock, if any, will be at the discretion of our board
of directors and will depend on, among other things, our results of operations, cash requirements and surplus, financial condition, contractual
restrictions and other factors that our board of directors may deem relevant. In addition, the agreements into which we may enter in
the future, including indebtedness, may impose limitations on our ability to pay dividends or make other distributions on our capital
stock. We cannot guarantee that we will pay dividends to our stockholders in the future. Holders of preferred shares are entitled to
dividends equal to common share dividends.
If the MBO APA is approved by the Company’s
stockholders, as required, the Company expects that the closing of the MBO will take place by the end of 2026. Assuming that the MBO
APA is approved by the Company’s stockholders, as required, and the Company can successfully sell and liquidate 100% of the Company’s
assets and operations, the Company expects (i) to pay off any remaining debt, settle any remaining accounts and agreements, liquidate
the Company’s outstanding preferred shares, and then distribute the net available balance of cash to stockholders as a return of
capital through a special dividend, and (ii) to subsequently complete a reverse merger or other transaction involving the public company.
See “Item 1. Business—Our Business—Management Buyout Asset Purchase Agreement.”
Anti-Takeover Effects of Certain Provisions
of Our Articles of Incorporation, as Amended, and Our Bylaws
These provisions, summarized below, are expected
to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking
to acquire control of us to first negotiate with us. We believe that the benefits of increased protection and our potential ability to
negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging
these proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.
Preferred Stock. Our articles of incorporation,
as amended, authorize our board of directors to issue from time to time any series of preferred stock and fix the voting powers, designation,
powers, preferences and rights of the shares of such series of preferred stock.
Calling of Special Meetings of Stockholders.
Our bylaws provide that special meetings of the stockholders may be called only by the chairman of the board or the chief executive officer,
and shall be called by the chairman of the board or the secretary (i) when so directed by the board, or (ii) at the written request of
stockholders owning shares representing at least 25% of voting power in the election of directors.
Advance Notice Requirements for Stockholder
Proposals and Director Nominations. Our bylaws establish an advance notice procedure for stockholder proposals to be brought before
a meeting of our stockholders, including proposed nominations of persons for election to the board of directors.
Removal of Directors; Vacancies. Our bylaws
provide that a director may be removed from office by stockholders for cause, or without cause by a majority vote of the stockholders.
A vacancy on the board of directors may be filled only by a majority of the directors then in office.
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ITEM 6. RESERVED