XML 23 R13.htm IDEA: XBRL DOCUMENT

STOCKHOLDERS' EQUITY

3 Months Ended

Sep. 30, 2022

7. STOCKHOLDERS' EQUITY:

Series B Preferred stock:

Since July 1, 2014, the Company had 200 shares of Series B redeemable convertible Preferred stock outstanding with a par value of $0.01 per share, convertible at the option of the holder at $2.00 per share, with dividends accrued and payable at 2.5% per quarter. The Series B Preferred stock is mandatorily redeemable at $100 per share by the Company three years after issuance and accordingly was classified as a liability. The 200 shares had reached their redemption date and the Company approved the redemption of the Series B preferred stock during the year ended June 30, 2022. 200 shares of Series B redeemable convertible Preferred stock were redeemed for $41,000, which included the $21,000 in accrued dividend payable.

During the years ended June 30, 2022, and 2021, the Company declared dividends of $1,000 and $2,000 respectively. The dividends are classified as a component of operations as the Series B Preferred stock is presented as a liability in these financial statements. There is no liability at September 30, 2022.

Common stock:

Holders of common stock are entitled to one vote per share on all matters to be voted on by common stockholders. In the event of liquidation, dissolution or winding up of the Company, the holders of common stock are entitled to share in all assets remaining after liabilities have been paid in full or set aside and the rights of any outstanding preferred stock have been satisfied. Common stock has no preemptive, redemption or conversion rights. The rights of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of any outstanding series of preferred stock or any series of preferred stock the Company may designate in the future.

Centerpoint holds 704,309 shares of the Company’s common stock. These shares of the Company’s common stock held by Centerpoint are for the benefit of its shareholders without any beneficial interest.

During the three months ended September 30, 2022, Smith elected to convert $30,000 in principal and $20,000 in accrued interest from the 2020 Convertible Obligation to 100,000 units at $.50 per unit, with each unit consisting of one share of the Company’s restricted common stock and one warrant to purchase one share of the Company’s restricted common stock for $0.75 per share until December 31, 2024.

During the three months ended September 30, 2022, 74,834 warrants were exercised to purchase 74,834 shares of the Company’s common stock at $0.75 per share for total proceeds of $56,125.

During the three months ended September 30, 2022, the Company issued 50,000 shares of the Company’s common stock to a consultant for services. The shares were issued at $1.60 per share for a total value of $80,000.

During the three months ended September 30, 2022, the Company entered into subscription agreements to sell units for $1.00 per unit, with each unit consisting of one share of the Company’s restricted common stock and one warrant to purchase one share of the Company’s restricted common stock for $0.75 per share with an expiry date of December 31, 2024, and pursuant thereto, the Company issued 320,000 units for total proceeds of $320,000.

Warrants:

As of September 30, 2022, the Company had approximately 20.6 million warrants outstanding, with exercise prices from $0.60 to $1.60 and expiring on various dates through November 9, 2026.

The weighted-average exercise price for the outstanding warrants is $0.76, and the weighted-average remaining contractual life as of September 30, 2022 is 2.2 years.

During the three months ended September 30, 2022, the Company approved the issuance of 150,000 warrants, in aggregate, to three new members of its Advisory Group for advisory and/or consulting services of $15,000, in aggregate. The warrants are exercisable at $1.50 to $1.60 and expire in August 2025.

During the three months ended September 30, 2022, the Company approved the modification of existing warrants held by one former consultant and four investors, which extended certain expiration dates. The modifications resulted in incremental non-cash compensation of $154,933 and interest expenses of $4,500.

During the three months ended September 30, 2022, 74,834 warrants were exercised to purchase 74,834 shares of the Company’s common stock at $0.75 per share for total proceeds of $56,126.

Effective May 1, 2022, an entity affiliated with William O’Neill (“O’Neill”) was issued 1,000,000 Incentive Warrants exercisable at $1.00 per share until April 30, 2026 of which up to 700,000 Incentive Warrants may be cancelled if O’Neill is not renewed at 13 months and/or fails to serve the entire contract term thereafter. These warrants each have a 75% exercise bonus if the terms set forth therein are met.

Stock options:

On April 7, 2022 the Company’s shareholders approved the Bion Environmental Technologies, Inc. 2021 Equity Incentive Award Plan (the “Equity Plan”). The Equity Plan provides for the issuance of options (and/or other securities) to purchase up to 30,000,000 shares of the Company’s common stock. The Equity Plan was adopted and ratified by Board of Directors on April 8, 2022. Terms of exercise and expiration of options/securities granted under the Equity Plan may be established at the discretion of the Board of Directors, but no option may be exercisable for more than ten years. No grants have been made pursuant to the Equity Plan as of the date of this report.

The Company’s 2006 Consolidated Incentive Plan, as amended during the year ended June 30, 2021 (the “2006 Plan”), provides for the issuance of options (and/or other securities) to purchase up to 36,000,000 shares of the Company’s common stock. Terms of exercise and expiration of options/securities granted under the 2006 Plan may be established at the discretion of the Board of Directors, but no option may be exercisable for more than ten years. The 2006 Plan will be maintained to service grants already made thereunder (together with new grants, if any, to employees and consultants who already has received grants pursuant to its terms,

On February 11, 2022, the Company granted 10,000 options under the 2006 Plan to one consultant.

On April 29, 2022, the Company granted an aggregate of 720,000 options under the 2006 Plan to seven employees/consultants/directors including: i) 50,000 options each to Schafer and Northrop for service as directors, ii) 200,000 options to Bassani (now COO of the Company and formerly CEO) and iii) 200,000 options to Smith, the Company’s President, which new option grants are included in the presentation below.

The Company recorded compensation expense related to employee stock options of nil 0 and nil 0 for the three months ended 2022 and 2021, respectively. The Company granted nil 0 options during the three months ended September 30, 2022 and 2021, respectively.

A summary of option activity under the 2006 Plan for the three months ended September 30, 2022 is as follows:

Schedule of option activity
		Options		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life		Aggregate Intrinsic Value
	Outstanding at July 1, 2022		11,201,600	$	0.80		2.7	$	4,429,263
	Granted		—		—
	Exercised		—		—
	Forfeited		—		—
	Expired		—		—
	Outstanding at September 30, 2022		11,201,600	$	0.80		2.48	$	5,757,755

The total fair value of stock options that vested during the three months ended September 30, 2022 and 2021 was 0 nil. As of September 30, 2022, the Company had no unrecognized compensation cost related to stock options.