Stockholders’ Equity

9 Months Ended

Mar. 31, 2022

Equity [Abstract]

Stockholders’ Equity

8. Stockholders’ Equity

The Company’s authorized common stock consists of 1,200,000,000 shares of common stock, with par value of $0.001.

Series A Preferred Stock

The Company has 500,000 shares of Series A Preferred Stock authorized with a par value of $0.001. The shares allow the holder to vote 1,000 shares for each share of Series A stock in any vote of the shareholders of the Company and the Board is authorized to issue such preferred stock as is necessary. On August 25, 2021, the Board approved a resolution to retire all the outstanding Series A shares of Preferred Stock. On January 27, 2022, the Company redeemed all outstanding shares of Series A Preferred Stock. The Company had Series A Preferred Stock issued and outstanding of nil and 500,000 as of March 31, 2022 and June 30, 2021, respectively.

Series B Preferred Stock

As of March 31, 2022 and June 30, 2021, 2,000,000 shares authorized with a par value of $10.00, no shares issued.

Series C Preferred Stock

On December 18, 2020, the Company issued 48.29 units of Series C Preferred Stock (241,450 shares of Series C preferred stock) at $50,000 per unit for proceeds of $2,414,500. Each unit is comprised of 5,000 shares of Series C Preferred Stock (each share of Series C Preferred Stock is convertible into 80 shares of common stock) and a warrant to purchase 400,000 common shares of the Company at $0.25 per share until March 31, 2023. Each holder is entitled to receive a non-cumulative dividend at an 8% rate per share, per annum. The dividend shall be payable at the Company’s option either in cash or in common shares of the Company. If paid in common shares, the Company shall issue the number of common shares equal to the dividend amount divided by the stated value and then multiplied by eighty.

In addition, on December 18, 2020, the Company issued 8 units of Series C Preferred Stock (40,000 shares of Series C preferred stock) with a fair value of $400,000 for the conversion of $381,622 of note payable and $18,378 of accrued interest.

During the nine months ended March 31, 2022, the Series C Preferred Stockholders converted 207,700 shares of Series C Preferred Stock (par value of $2,077,000) to 16,616,000 shares of common stock.

On February 2, 2022 the Company issued a Mandatory Conversion Notice to the remaining Series C Preferred stockholders. The notice converts all outstanding shares of Series C Preferred Stock to common stock at a conversion ratio of 80 shares of common stock for each share of Series C Preferred Stock.

On February 8, 2022 the Company issued $125,700 in dividend payments to Series C stockholders that held shares from date of issuance. No remaining dividends are expected to be paid in relation to Series C Preferred Stock as there are no remaining Series C Preferred Stock outstanding as of March 31, 2022.

Common Stock

Nine months ended March 31, 2022 

During the period, the Company issued 16,616,000 common shares pursuant to the conversion of 207,700 shares of Series C Preferred Stock at a conversion ratio of 80 shares of common stock for each share of Series C Preferred Stock.

During the period, the Company issued 25,389,611 units for proceeds of $39,100,001 pursuant to a private placement issuance at $1.54 per share. Each unit is comprised of one common share of the Company and one share purchase warrant, where each share purchase warrant is exercisable into one common share of the Company at $1.75 per share for a period of five years from the issuance date. As part of the financing, the Company paid $2,161,350 of share issuance costs and issued 1,955,000 warrants as a commission fee, which are exercisable at $1.54 per common share for a period of three years from the date of the issuance. The fair value of the commission warrants was $2,699,039 and was determined based on the Black-Scholes option pricing model assuming volatility of 166%, risk-free rate of 0.56%, expected life of three years, and no expected forfeitures or dividends.

During the period, the Company issued 14,293,366 common shares pursuant the exercise of 14,000,000 share purchase warrants for proceeds of $956,250, of which 250,000 share purchase warrants, pursuant an aggregate cash exercise price of $18,750, exercised during the fiscal year ended June 30, 2021.

During the period, the Company issued 3,000,000 common shares pursuant the Share Purchase Agreement, effective April 2, 2021, for aggregate proceeds of $3,988,005.

During the period, the Company issued 13,128,728 common shares for services with a fair value of $18,086,443, including 8,566,319 common shares with a fair value of $11,993,327 to officers and directors of the Company. As of March 31, 2022, the Company has shares of common stock issuable for professional services with a fair value of $7,500 for professional services to a current director of the Company.

On January 27, 2022, the Company issued 668,150 shares pursuant a cashless exercise of 750,000 share purchase warrants. 

On January 27, 2022, the Company and a former executive agreed to cancel, for no consideration, 1,000,000 previously issued shares with an initial value of $2,030,000. The Company has recorded a contra-expense related to the cancelled shares.

AMERICAN BATTERY TECHNOLOGY COMPANY

Notes to the Condensed Consolidated Financial Statements

For the period ended March 31, 2022

(unaudited)

8. Stockholders’ Equity (continued)

Common Stock (continued)

Nine months ended March 31, 2021

During the period, the Company issued 22,685,750 common shares with a fair value of $7,913,391 for the conversion of $2,002,876 of note payable, $77,723 of accrued interest and fees and $21,429,714 of derivative liability resulting in a gain on settlement of $15,596,922.

During the period, the Company issued 33,650,036 common shares for services with a fair value of $27,072,162 for professional services, including 7,023,585 shares issued to former directors of the Company with a fair value of $4,837,500.

On October 6, 2020, the Company entered into a Purchase Agreement (the “Agreement”) with Tysadco Partners LLC, a Delaware limited company (“Tysadco”). Pursuant to the Agreement, Tysadco committed to purchase, subject to certain restrictions and conditions, up to $10,000,000 worth of the Company’s common stock over a period of 24 months from the effectiveness of the registration statement registering the resale of shares purchased by Tysadco. The Company shall have the right, but not the obligation, to direct Tysadco to buy the lesser of $250,000 in common stock per sale or 200% of the average shares traded for the 10 days prior to the closing request date, at a purchase price of 85% of the of the two lowest individual daily VWAPs during the five (5) trading days commencing on the first trading day following delivery and clearing of the delivered shares, with a minimum request of $25,000.

During the period, the Company issued 60,625,000 units for proceeds of $2,450,000 received during the year ended June 30, 2020. Each unit is comprised of one common share of the Company and 0.8 share purchase warrant where each whole share purchase warrant can be exercised into one common share of the Company at $0.075 per share until October 31, 2024.

During the period, the Company issued 36,947,680 common shares pursuant to the cashless exercise of share purchase warrants and 6,150,000 common shares pursuant to the exercise of share purchase warrants for total proceeds of $531,250. As of March 31, 2021, the Company had received additional $93,750 for future issuance of common shares.