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PREFERRED STOCK

12 Months Ended

Mar. 31, 2024

NOTE 14 – PREFERRED STOCK

On May 18, 2021, the Company filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to establish the preferences, voting powers, limitations as to dividends or other distributions, qualifications, terms and conditions of redemption and other terms and conditions of the Series A Preferred Stock.

The Series A Cumulative Redeemable Perpetual Preferred Stock (“Series A Preferred Stock”), as to dividend rights and rights as to the distribution of assets upon the Company’s liquidation, dissolution or winding-up, ranks: (1) senior to all classes or series of Common Stock and to all other capital stock issued by the Company expressly designated as ranking junior to the Series A Preferred Stock; (2) on parity with any future class or series of the Company’s capital stock expressly designated as ranking on parity with the Series A Preferred Stock; (3) junior to any future class or series of the Company’s capital stock expressly designated as ranking senior to the Series A Preferred Stock; and (4) junior to all the Company’s existing and future indebtedness.

The Series A Preferred Stock has no stated maturity and is not subject to mandatory redemption or any sinking fund. In the event of the voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the holders of shares for the Series A Preferred Stock are entitled to be paid out of the Company’s assets legally available for distribution to its stockholders (i.e., after satisfaction of all the Company’s liabilities to creditors, if any) an amount equal to $25.00 per share of the Series A Preferred Stock, plus any amount equal to any accumulated and unpaid dividends to the date of payment before any distribution or payment may be made to holders of shares of Common Stock or any other class of or series of the Company’s capital stock ranking, as to rights to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up, junior to the Series A Preferred Stock.

The Company will pay cumulative cash dividends on the Series A Preferred Stock when, as and if declared by its Board of Directors (or a duly authorized committee of its Board of Directors), only out of funds legally available for payment of dividends. Dividends on the Series A Preferred Stock will accrue on the stated amount of $25.00 per share of the Series A Preferred Stock at a rate per annum equal to 8.75% (equivalent to $2.1875 per year), payable quarterly in arrears. Dividends on the Series A Preferred Stock declared by our Board of Directors (or a duly authorized committee of our Board of Directors) will be payable quarterly in arrears on March 15, June 15, September 15, and December 15.

Generally, the Series A Preferred Stock is not redeemable by the Company prior to May 18, 2026. However, upon a change of control or de-listing event (each as defined in the Certificate of Designations), the Company will have a special option to redeem the Series A Preferred Stock for a limited period of time.

On May 19, 2021, we entered into an underwriting agreement (the “Underwriting Agreement”) with Alexander Capital, L.P., as representative of several underwriters (collectively, the “Underwriters”), relating to a firm commitment public offering of 1,097,200 newly issued shares of our Series A Preferred Stock at a public offering price of $25.00 per share. Under the terms of the Underwriting Agreement, we granted the Underwriters a 45-day option to purchase up to an additional 164,580 shares of Series A Preferred Stock from us. The gross proceeds to us from the sale of 1,097,200 shares of Series A Preferred Stock, before deducting underwriting discounts and commissions and estimated offering expenses payable by us, was $27,430,000. The closing of the offering took place on May 21, 2021.

On May 25, 2021, we entered into an additional underwriting agreement with Alexander Capital, L.P. relating to a firm commitment public offering of 138,220 newly issued shares of our Series A Preferred Stock at a public offering price of $25.00 per share. The closing of the offering took place on May 27, 2021. The gross proceeds to us from the sale of 138,220 shares of Series A Preferred Stock, before deducting underwriting discounts and commissions and estimated offering expenses payable by us, were $3,455,500. Additionally, the Underwriters exercised its previously announced over-allotment option to purchase 164,580 shares of Series A Preferred Stock pursuant to the Underwriting Agreement. We closed the exercise of the over-allotment option on May 27, 2021. The gross proceeds from the exercise of the over-allotment option were $4,114,500, before deducting underwriting discounts and commissions.

The following is a summary of the dividends paid on the Series A Preferred Stock in the year ended March 31, 2024:

       Dividend
Declaration
Date

       Record
Date

       Dividend
Period

       Dividend
Payment
Date

       Dividend
Amount

       Per Share
Amount

May 15, 2023

May 31, 2023

March 15, 2023 - June 14, 2023

June 15, 2023

$

782,639

$

0.55902778

August 15, 2023

August 31, 2023

June 15, 2023 - September 14, 2023

September 15, 2023

782,639

0.55902778

November 15, 2023

November 30, 2023

September 15, 2023 - December 14, 2023

December 15, 2023

774,132

0.55295140

February 6, 2024

February 29, 2024

December 15, 2023 - March 14, 2024

March 15, 2024

774,132

0.55295140

Preferred dividends accumulated as of March 31, 2024 were $144,618.

The following is a summary of the dividends paid on the Series A Preferred Stock in the year ended March 31, 2023:

       Dividend
Declaration
Date

       Record
Date

       Dividend
Period

       Dividend
Payment
Date

       Dividend
Amount

       Per Share
Amount

May 12, 2022

May 31, 2022

March 15, 2022 - June 14, 2022

June 15, 2022

$

782,639

$

0.55902778

August 17, 2022

August 31, 2022

June 15, 2022 - September 14, 2022

September 15, 2022

782,639

0.55902778

November 18, 2022

November 30, 2022

September 15, 2022 - December 14, 2022

December 15, 2022

774,132

0.55295140

February 17, 2023

February 28, 2023

December 15, 2022 - March 14, 2023

March 15, 2023

765,625

0.54687500

Preferred dividends accumulated as of March 31, 2023 were $144,618.

The following is a summary of the dividends paid on the Series A Preferred Stock in the year ended March 31, 2022:

       Dividend
Declaration
Date

       Record
Date

       Dividend
Period

       Dividend
Payment
Date

       Dividend
Amount

       Per Share
Amount

August 17, 2021

August 31, 2021

May 21, 2021 - June 30, 2021

September 15, 2021

$

337,745

$

0.24124653

November 17, 2021

November 30, 2021

July 1, 2021 - December 14, 2021

December 15, 2021

1,420,700

1.01475694

February 18, 2022

February 28, 2022

December 15, 2021 - March 14, 2022

March 15, 2022

765,642

0.54687500

Preferred dividends accumulated as of March 31, 2022 were $144,562.