Stockholders’ Equity

12 Months Ended

Jun. 30, 2022

Equity [Abstract]

Stockholders’ Equity

8. Stockholders’ Equity

Preferred Stock

The Company has authorized three separate classes of Preferred Stock with an aggregate of 25,000,000 shares authorized. A description of each share class is listed below.

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 at June 30, 2022 and 2021, respectively.

Series B Preferred Stock

At June 30, 2022 and 2021, 2,000,000 shares of Series B Preferred Stock are authorized with a par value of $10.00, and no shares are issued.

Series C Preferred Stock

The Company has 1,000,000 shares of Series C Preferred Stock authorized with a par value of $10.00. The Company had nil and 207,700 shares issued and outstanding at June 30, 2022 and 2021, respectively.

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 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 June 30, 2023. Each holder of Series C Preferred Stock 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.

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 shares of Series C Preferred Stock outstanding at June 30, 2022.

During the fiscal year ended June 30, 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.

Common Stock

At June 30, 2022 and 2021, 1,200,000,000 shares of common stock are authorized, with a par value of $0.001.

Fiscal year ended June 30, 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.

AMERICAN BATTERY TECHNOLOGY COMPANY

Notes to the Consolidated Financial Statements

For the fiscal years ended June 30, 2022 and June 30, 2021

During the period, the Company issued 15,228,711 common shares pursuant to the exercise of 15,000,000 share purchase warrants for proceeds of $937,500, of which 250,000 share purchase warrants, pursuant to an aggregate cash exercise price of $18,750, were exercised during the fiscal year ended June 30, 2021. 

During the period, the Company issued 14,378,728 common shares with a fair value of $20,429,944, including 5,805,101 common shares with a fair value of $9,333,019 to former officers and directors of the Company and 3,011,218 common shares with a fair value of $4,822,308 to current officers and directors of the Company. At June 30, 2022, the Company has shares of common stock with a fair value of $75,000 for professional services due to employees, officers and board of directors of the Company.

On April 2, 2021, the Company entered into a second Purchase Agreement (“Tysadco Agreement 2”) with Tysadco Partners, LLC. Pursuant to the Agreement, Tysadco committed to purchase, subject to certain restrictions and conditions, up to $75,000,000 worth of the Company’s common stock over a 24-month period from the effectiveness of the registration statement. The Company shall have the right, but not the obligation, to direct Tysadco to buy the lesser of $10 million or 200% of the average shares traded for the five days prior to the closing request date, at a purchase price of 95% of the average of the 5-day median share price, with a minimum request of $25,000. On August 8, 2022, the Company issued 3,000,000 common shares pursuant to the Tysadco Agreement 2, for aggregate proceeds of $3,988,005.

On January 27, 2022, the Company and a former executive agreed to cancel, for no consideration, 1,000,000 previously issued common shares.

On May 23, 2022, the Company redeemed 4,000,000 common shares from a former executive of the Company for no consideration. These shares were previously issued via an arms-length transaction between former executives of the Company.

On May 23, 2022, the Company issued 800,000 common shares with a fair value of $560,000 pursuant to a legal settlement with a former executive.

On June 13, 2022, the Company cancelled 1,000,000 common shares, pursuant to a legal settlement from a prior year. The share certificate was received and remitted to the transfer agent during the fiscal year ended June 30, 2022.

On June 13, 2022, the Company issued 1,891,930 shares with a fair value of $1,324,351 to employees under the 2021 Equity Retention Plan.

Fiscal year ended June 30, 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 34,534,830 common shares with a fair value of $29,353,966 for professional services, including 7,041,790 shares with a fair value of $4,875,002 issued to former directors of the Company.

During the period, the Company issued 60,625,000 units for proceeds of $2,450,000 received during the fiscal 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 47,570,677 common shares pursuant to the cashless exercise of share purchase warrants and 10,100,000 common shares pursuant to the exercise of share purchase warrants for total proceeds of $862,500. The fair value of $73,470 for the warrants exercised was transferred to common shares from additional paid-in capital. As of June 30, 2021, the Company has received an additional $18,750 for future issuances.

On October 8, 2020, the Company entered into a Private Purchase Agreement with Tysadco Partners, LLC, a Delaware limited company (“Tysadco”). Pursuant to this agreement, Tysadco purchased 12,000,000 common shares for aggregate proceeds of $1,200,000.

On October 23, 2020, the Company entered into a Purchase Agreement (the “Tysadco Agreement”) with 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 -month period 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 four puts against the facility for 4,750,000 common shares for aggregate proceeds of $9,823,451.

On April 2, 2021, the Company entered into the Tysadco Agreement 2. During the period, the Company did not issue a put against the facility.

On April 28, 2021, the Company issued 9,090,910 common shares at $1.65 per share in a prospectus offering for proceeds of $15,000,000. As part of the offering, the Company incurred share issuance costs of $1,300,000 which has been applied against additional paid-in capital.