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.
Market Information
Our class B common stock is listed on the NYSE
American under the symbol “ZONE.”
Number of Holders of our Common Shares
As of August 21, 2025, there were approximately
31 stockholders of record of our class B common stock. In computing the number of holders of record of our class B common stock, each
broker-dealer and clearing corporation holding shares on behalf of its customers is counted as a single stockholder.
Dividend Policy
We have never declared or paid cash dividends
on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business
and do not anticipate paying any cash dividends in the near future. We may also enter into credit agreements or other borrowing arrangements
in the future that will restrict our ability to declare or pay cash dividends. Any future determination to declare dividends will be made
at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, contractual
restrictions, general business conditions and other factors that our board of directors may deem relevant. See
also Item 1A “ Risk Factors—Risks Related to Ownership of Our Common Stock— We do not expect to declare
or pay dividends in the foreseeable future .”
Securities Authorized for Issuance under Equity Compensation Plans
See Item 12 “ Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters .”
Recent Sales of Unregistered Securities
Except as set forth below, we have not sold any
equity securities during the 2025 fiscal year that were not previously disclosed in a quarterly report on Form 10-Q or a current report
on Form 8-K that was filed during the 2025 fiscal year.
On June 6, 2025, we entered into a subscription
agreement with an accredited investor for the purchase of (i) a promissory note in the principal amount of $500,000 and (ii) a five-year
warrant to purchase 66,667 shares of class B common stock at an exercise price of $1.06 per share for a purchase price of $500,000.
On June 30, 2025, we issued to an accredited investor
(i) an original issue discount promissory note in the principal amount of $520,000 and (ii) a five-year warrant to purchase 25,000 shares
of class B common stock at an exercise price of $2.00 per share for a purchase price of $500,000. Upon an event of default, we are required
to issue 200,000 shares of class B common stock to the holder.
On June 30, 2025, we issued 133,500 shares of
class B common stock to Burlington upon the conversion of certain quarterly payments of $100,000 that were due on each of January 1, 2025,
April 1, 2025 and July 1, 2025 pursuant to an amended and restated promissory note that we issued to Burlington on May 31, 2024.
Purchases of Equity Securities
No repurchases of our common stock were made during
the fourth quarter of fiscal year 2025.
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