Annual report pursuant to Section 13 and 15(d)

Stockholders??? Equity

v3.23.1
Stockholders’ Equity
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Stockholders’ Equity

12. Stockholders’ Equity

 

Preferred Stock – The Company has no preferred stock issued. The Company’s amended and restated certificate of incorporation and amended and restated bylaws include provisions that allow the Company’s Board of Directors to issue, without further action by the stockholders, up to 1,000,000 shares of undesignated preferred stock.

 

Common Stock – The Company has one class of common stock outstanding with a total number of shares authorized of 45,000,000. As of December 31, 2022, the Company had 10,367,431 shares of common stock issued.

 

In January 2021, the Company issued 75,000 shares of the Company’s common stock to White Winston as a result of a settlement agreement.

 

 

On February 1, 2021, the Company entered into a private placement with Ms. Yiran Gu, in which the Company sold 250,000 shares of its common stock at a price per share of $4.00 for gross proceeds of $1,000,000.

 

On July 9, 2021, the Company closed the registered direct offering, pursuant to which certain institutional accredited investors purchased 735,294 shares of the Company’s common stock, par value $0.01 per share, at a per share price equal to $3.40 for gross proceeds of $2,499,999.60.

 

On September 22, 2021, the Company entered into a stock purchase agreement with CFL, in which the Company sold 474,384 shares of its common stock at a price per share of $2.10 for gross proceeds of approximately $1,000,000.

 

In February 2022, in connection with the September 2021 acquisition of the 45.62% interest in RemoteMore USA, Inc., and as a component of the $500,000 to be paid within one year, the Company issued 139,860 shares of its common stock, with a value of $400,000, to the co-founders of RemoteMore (see Note 4 – Business Combinations).

 

In September 2022, in connection with the acquisition of a 9% interest in Koala Crypto Limited the Company issued 863,392 shares of its common stock to Seller in a private placement (the “Consideration Shares”). The Consideration Shares were valued at $1,350,000 (see Note 8 – Long-term Investments).

 

In December 2022, the Company entered into a stock purchase agreement with Ms. Hongjun Chen, in which the Company sold 1,162,791 shares of its common stock at a price per share of $0.86 for gross proceeds of approximately $1,000,000.

 

Total shares issued during fiscal year 2022 were as follows:

  

                Additional     Total  
    Common Stock     Paid-in     Stock  
    Shares     Amount     Capital     Issuances  
                         
Issuance of common stock                                
Co-founders of RemoteMore     139,860     $ 1,398     $ 398,602     $ 400,000  
Koala Crypto Limited     863,392       8,634       1,341,366       1,350,000  
Ms. Hongjun Chen     1,162,791       11,628       988,372       1,000,000  
                                 
Vesting of grant to CEO*     50,000       500       181,473       181,973  
Vesting of grants to Board of Directors*     29,761       298       124,702       125,000  
Grants to management*     88,000       880       172,576       174,456  
Total     2,333,804     $ 23,338     $ 3,208,091     $ 3,231,429  

 

* see Note 13 – Stock-Based Compensation – Restricted Stock

 

Stock Buyback Plan – The Company has a share repurchase program (“Stock Buyback Plan”) under which it is authorized to purchase up to $2.0 million of its outstanding common shares. The timing and amount of any shares repurchased under the Stock Buyback Plan will depend on a variety of factors, including price, corporate and regulatory requirements, capital availability and other market conditions. The Stock Purchase Plan may be suspended or discontinued at any time without prior notice. Repurchases may also be made under a plan meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. Any repurchased shares will be available for use in connection with its stock plans and for other corporate purposes. No shares have been or will be knowingly purchased from Company insiders or their affiliates. From inception of the Stock Buyback Plan through December 20, 2022, the Company purchased 530,421 shares of its common shares, for a total of approximately $855,000 at an average cost of approximately $1.62 per share (excluding commissions). Transactions occurred in open market purchases and pursuant to a trading plan under Rule 10b5-1. As of December 20, 2022, the Company suspended the Stock Buyback Plan.