education, financial services and consumer products with particular emphasis on small and mid-sized businesses transitioning into digital with growing digital media budgets.
Our book value per share as of June 30, 2023 was $1.14 and as of December 31, 2022 was $1.41.
We incorporate herein by reference (i) the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on April 17, 2023, (ii) the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2023 and June 30, 2023, filed with the SEC on May 15, 2023 and August 11, 2023, respectively; and (c) the Company’s Current Reports on Form 8-K filed with the SEC on January 11, 2023, January 18, 2023, May 9, 2023, June 12, 2023, July 12, 2023 and August 29, 2023.
The Company’s principal executive offices are located at 1177 West Loop S, Suite 1310, Houston, Texas 77027, and our telephone number is (832) 402-1051.
8. PLANS, PROPOSALS OR NEGOTIATIONS
Except for the Offer to Purchase and Consent Solicitation and as set forth in Section 9 hereunder, there are no present plans, proposals or negotiations by the Company that relate to or would result in:
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any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;
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a purchase, sale or transfer of a material amount of assets of the Company or any of its subsidiaries;
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any material change in the present dividend rate or policy, or indebtedness or capitalization of the Company;
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any change in the present board of directors or management of the Company, including, but not limited to, any plans or proposals to change the number or the term of directors, to fill any existing vacancies on the board or to change any material term of the employment contract of any executive officer;
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any other material change in the Company’s corporate structure or business;
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any class of equity security of the Company being delisted from a national securities exchange;
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any class of equity security of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act;
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the suspension of the Company’s obligation to file reports pursuant to Section 15(d) of the Exchange Act;
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the acquisition by any person of additional securities of the subject company, or the disposition of securities of the subject company; or changes in the Company’s Certificate of Incorporation or Bylaws or other governing instruments or other actions that could impede the acquisition of control of the Company by any person.
9. TRANSACTIONS AND AGREEMENTS CONCERNING THE COMPANY’S SECURITIES
Except as described herein, none of the Company or, to our knowledge, any of our affiliates, directors or executive officers, is a party to any contract, arrangement, understanding or agreement with any other person relating, directly or indirectly, to the Offer or with respect to any of our securities, including any contract, arrangement, understanding or agreement concerning the transfer or the voting of the securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations.
Warrant Agreement
In connection with the DIRECT IPO and the appointment of a warrant agent for the Warrants, the Company entered into the Warrant Agreement with Equiniti Trust Company, LLC (formerly American