Item 5. Market for Registrant’s Common Equity
Item
5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities.
There
is no established public trading market for our Common Stock. Our Common Stock is currently quoted on the OTC Markets Group’s Pink
(Current Information) Open Market under the trading symbol “BLTH”. For the periods indicated, the following table sets forth
the high and low bid prices per share of Common Stock based on inter-dealer prices, without retail mark-up, mark-down or commission and
may not represent actual transactions.
Fiscal Year 2022
High Bid
Low Bid
First Quarter
$ 6.00
$ 2.40
Second Quarter
$ 6.60
$ 2.70
Third Quarter
$ 7.20
$ 2.70
Fourth Quarter
$ 6.30
$ 0.30
Fiscal Year 2023
High Bid
Low Bid
First Quarter
$ 3.60
$ 1.20
Second Quarter
$ 6.30
$ 0.30
Third Quarter
$ 5.70
$ 2.40
Fourth Quarter
$ 0.99
$ 0.60
The last reported sales price of our common stock
on the OTC Pink on March 28, 2024 was $0.64. All stock prices reflect the 1-for-300 reverse stock split effective as of December 8, 2023.
The market value of our common stock is susceptible
to significant changes driven by fluctuations in our quarterly operational results, general market trends, and various external factors,
many of which are outside our direct control. Additionally, broader market volatility, along with general economic, business, and political
conditions, may adversely affect the market demand for our common stock, regardless of our actual or forecasted performance.
Penny
Stock Rules
The
Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.
Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities
exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities
is provided by the exchange or system).
Our
shares constitute penny stock under the Securities Exchange Act. The shares will remain penny stocks for the foreseeable future. The
classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more
difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his
or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to
comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.
The
penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver
a standardized risk disclosure document, which:
● contains
a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading;
23
● contains
a brief, clear, narrative description of a dealer market, including “bid” and “ask” price for the penny stock
and the significance of the spread between the bid and ask price;
● contains
a toll-free telephone number for inquiries on disciplinary actions;
● defines
significant terms in the disclosure document or in the conduct of trading penny stocks; and
● contains
such other information and is in such form (including language, type, size and format) as the SEC shall require by rule or regulation.
The
broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:
● the
bid and offer quotations for the penny stock;
● the
compensation of the broker-dealer and its salesperson in the transaction;
● the
number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market
for such stock; and
● monthly
account statements showing the market value of each penny stock held in the customer’s account.
In addition, the penny stock rules require that
prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability
statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because
it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.
Reports
We are subject to certain filing requirements
and will furnish annual financial reports to our stockholders, audited by our independent registered public accounting firm, and will
furnish un-audited quarterly financial reports in our quarterly reports filed electronically with the SEC. All reports and information
filed by us can be found at the SEC website, www.sec.gov.
Issued and Outstanding Shares
The Company’s certificate of incorporation
authorizes 4,500,000,000 shares of common stock, par value $0.001; and 10,000,000 shares of preferred stock, par value $0.001. As of April
1, 2024, the Company had 11,375,459 shares of common stock, and 50,000 shares of preferred stock, issued and outstanding.
Stockholders
As of April 1, 2024, the Company had approximately
739 record holders of its common stock. This number does not include the number of persons whose shares are in nominee or in “street
name” accounts through brokers.
Dividend Policy
The Company did not pay dividends during the years
ended December 31, 2023 and 2022. The Company has never declared or paid any cash dividends or distributions on our common stock and intend
to retain future earnings, if any, to support our operations and to finance expansion. Therefore, it does not anticipate paying any cash
dividends on the common stock in the foreseeable future.
24
Stock
Transfer Agent and Warrant Agent
The
Company’s stock transfer agent is Transfer Online, 512 SE Salmon Street 2 nd Floor, Portland, OR 97214-3444. The Company
acts as its own warrant agent for its outstanding warrants and maintains all records for its preferred shares.
Recent
Issuances of Unregistered Securities
The
following information represents securities sold by the Company during the period covered by this Annual Report, and the subsequent period,
which were not registered under the Securities Act. Included are sales of reacquired securities, as well as new issues, securities issued
in exchange for property, services, or other securities, and new securities resulting from the modification of outstanding securities.
All issuances were exempt under Section 4(a)(2) of the Securities Act unless otherwise noted.
●
On January 5, 2023, in consideration of the payment of $14,000, the company issued 12,281 shares of its common stock upon the cash exercise of a warrant.
●
On January 31, 2023, in consideration of the payment of $140,000, the company issued 122,808 shares of its common stock upon the cash exercise of a warrant.
●
On February 28, 2023, the company issued
8,987 shares of its common stock upon the cashless exercise of a warrant.
●
On March 27, 2023, in consideration of the payment of $35,000, the company issued 30,702 shares of its common stock upon the exercise of a warrant.
●
On April 8, 2023, the company issued 10,679 shares of its common stock upon the cashless exercise of a warrant.
●
On April 30, 2023, the company issued 2,390 shares of its common stock upon the cashless exercise of a warrant.
●
On April 30, 2023, the company issued 833 shares of its common stock as payment for services rendered.
●
On May 16, 2023, the company issued 100,000 shares of its common stock as payment for services rendered.
●
On May 22, 2023, the company issued 65,558 shares of its common stock as payment for services rendered.
●
On July 31, 2023, the company issued 833 shares of its common stock as payment for services rendered.
●
On August 7, 2023, the company issued 22,945 shares of its common stock upon the cashless exercise of a warrant.
●
On August 15, 2023, the company issued 10,998 shares of its common stock upon the cashless exercise of a warrant.
●
On August 23, 2023, the company issued 33,333 shares of its common stock to retire preferred stock.
●
On September 7, 2023, the company issued 8,420 shares of its common stock related to the issuance of new convertible note.
●
On September 9, 2023, the company issued
6,736 shares of its common stock related to the issuance of new convertible note.
25
●
On September 11, 2023, the company issued 3,368 shares of its common stock in consideration for the extension of the maturity date of a convertible note.
●
On September 13, 2023, the company issued 38,732 shares of its common stock in consideration for the extension of the maturity date of three convertible notes.
●
On September 14, 2023, the company issued 1,684 shares of its common stock in consideration for the extension of the maturity date of a convertible note.
●
On September 20, 2023, the company issued 1,750 shares of its common stock as payment for services rendered.
●
On September 21, 2023, the company issued 11,667 shares of its common stock in consideration for the extension of the maturity date of a convertible note.
●
On September 21, 2023, the company issued 28,333 shares of its common stock related to the issuance of a new convertible note.
●
On October 17, 2023, in consideration of the payment of $35,000, the company issued 30,702 shares of its common stock upon the cash exercise of a warrant.
●
On October 31, 2023, the company issued 833 shares of its common stock as payment for services rendered.
Shares Repurchased by the Registrant
The Company did not purchase or repurchase any of its securities in
the years ended December 31, 2023 and 2022.
26
Securities
Authorized for Issuance under Equity Compensation Plans
On
July 22, 2011, the Board of Directors of the Company approved the Company’s 2011 Equity Incentive Plan (the “Plan”)
and on July 26, 2011, stockholders holding a majority of shares of the Company approved, by written consent, the Plan and the issuance
under the Plan of 16,667 shares. On November 16, 2017, the Board of Directors approved an increase of 33,334 shares to be made available
for issuance under the Plan. Accordingly, the total number of shares of common stock available for issuance under the Plan is 50,000
shares. Awards may be granted to employees, officers, directors, consultants, agents, advisors and independent contractors of the Company
and its related companies. Such options may be designated at the time of grant as either incentive stock options or nonqualified stock
options. Stock based compensation includes expense charges related to all stock-based awards. Such awards include options, warrants and
stock grants. Generally, the Company issues stock options that vest over three years and expire in 5 to 10 years.
The Company records share-based payments under
the provisions of FASB ASC 718. Stock based compensation expense is recognized over the requisite service period based on the grant date
fair value of the awards. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing
model on certain assumptions. The Company estimated the expected volatility based on data used by peer group of public companies. The
expected term was estimated using the simplified method. The risk-free interest rate assumption was determined using the equivalent U.S.
Treasury bonds yield over the expected term. The Company has never paid any cash dividends and does not anticipate paying any cash dividends
in the foreseeable future. Therefore, the Company assumed an expected dividend yield of zero.
The following table sets forth information as
of December 31, 2023, regarding equity compensation plans under which the equity securities are authorized for issuance.
Equity
Plan Compensation Information
Plan
Category
Number
of
securities
to be
issued upon
exercise of
outstanding
options, warrants
and rights
Weighted
average
exercise
price of
outstanding
options, warrants
and rights
Number
of
securities
remaining
available
under equity
compensation
Plans
Equity
compensation plans approved by securities holders (1)
-
$ -
50,000
Equity compensation plans not approved by security holders
-
$ -
Total
-
-
50,000
(1)
Pursuant
to the 2011 Equity Incentive Plan, as amended.
Item
6. [Reserved].
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.