BION ENVIRONMENTAL TECHNOLOGIES INC 10-K

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. (a) Market Information Our common stock is quoted on the Over-The-Counter Electronic Bulletin Board under the symbol "BNET." The following quotations reflect inter dealer prices, without retail mark up, markdown or commissions and may not represent actual transactions. 2023 2022 Fiscal Year Ended June 30, High Low High Low First Fiscal Quarter $ 1.68 $ 0.93 $ 1.80 $ 1.15 Second Fiscal Quarter $ 1.36 $ 0.85 $ 1.66 $ 0.81 Third Fiscal Quarter $ 2.20 $ 1.25 $ 1.40 $ 0.80 Fourth Fiscal Quarter $ 1.64 $ 1.125 $ 1.27 $ 0.80 (b) Holders 1.40 The number of holders of record of our common stock at September 1, 2023 was approximately 1,300. Many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, so we are unable to estimate the number of stockholders represented by these record holders. The transfer agent for our common stock is Equiniti, 3200 Cherry Creek Drive South, Suite 430, Denver, Colorado 80209. (c) Dividends We have never paid any cash dividends on our common stock. Our board of directors does not intend to declare any cash dividends in the foreseeable future, but instead intends to retain earnings, if any, for use in our business operations. The payment of dividends, if any, in the future is within the discretion of the board of directors and will depend on our future earnings, if any, our capital requirements and financial condition, and other relevant factors. No preferred shares are outstanding at this time. During fiscal year 2023 the Company paid an aggregate dividend of $0 cash, respectively, on shares of Series B Preferred Stock and Series C Preferred Stock which were outstanding during the year. A dividend of $1,000 was accrued on Series B Preferred Stock during the 2022 fiscal year. From 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 was mandatorily redeemable at $100 per share by the Company three years after issuance and accordingly was classified as a liability. The 200 shares have reached their maturity date and the Company approved the redemption of the Series B preferred stock during the quarter ended December 31, 2021 and the final 200 shares of Series B redeemable convertible Preferred stock were redeemed for $41,000, which included the $21,000 in accrued dividend payable. 38 (d) Securities Authorized for Issuance Under Equity Compensation Plans In June 2006 the Company adopted its 2006 Consolidated Incentive Plan, as amended ("Plan"), which terminated all prior plans and merged them into the Plan. The Plan was ratified by the Company's shareholders in October 2006 (and has been amended multiple times since initial ratification). Under the Plan, Directors may grant Shares, Options, Stand Alone Stock Appreciation Rights ("SAR's"), shares of Restricted Stock, shares of Phantom Stock and Stock Bonuses and other items with respect to a number of Common Shares that in the aggregate does not exceed 36,000,000 shares. The maximum number of Common Shares for which Incentive Awards, including Incentive Stock Options, may be granted to any one Participant shall not exceed 2,000,000 shares in any one calendar year; and the total of all cash payments to any one participant pursuant to the Plan in any calendar year shall not exceed $1,500,000. As of June 30, 2023 12,006,600 options have been granted and outstanding under the Plan (as amended), including all options granted under prior merged plans, and were merged into the 2021 Equity Incentive Plan. As of June 30, 2023, the Company had no outstanding contingent Stock Bonuses. In December 2021 the Company adopted its 2021 Equity Incentive Plan, as amended ("2021 Equity Plan"). The 2021 Equity Plan was ratified by the Company's shareholders in April 2022. Under the 2021 Equity Plan, Directors may grant Shares, Options, Stand Alone Stock Appreciation Rights ("SAR's"), shares of Restricted Stock, shares of Phantom Stock and Stock Bonuses and other items with respect to a number of Common Shares that in the aggregate does not exceed 30,000,000 shares. The maximum number of Common Shares for which Incentive Awards, including Incentive Stock Options, may be granted to any one Participant shall not exceed 2,500,000 shares in any one calendar year. As of June 30, 2022 nil options have been granted and outstanding under the 2021 Equity Plan. As of June 30, 2023, the Company had no outstanding contingent Stock Bonuses. Equity Compensation Plan Information The following table summarizes share and exercise price information about the Company’s 2006 equity compensation plans as of June 30, 2023: 2006 Equity Compensation Plan table Plan category Number of securities to be issued upon the exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of Securities remaining available for future issuance under equity compensation plans Equity compensation plans approved by security holders 29,078,033 0.58 6,921,967 Equity compensation plans not approved by security holders — — — Total 29,078,033 0.58 6,921,967 (e) Recent Sales of Unregister Securities During the year ended June 30, 2023 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 on share of the Company’s restricted common stock for $1.25 per share with an expiry date of 12/31/2023, and pursuant thereto, the Company issued 346,230 units for total proceeds of $346,230. During the year ended June 30, 2023 the Company entered into subscription agreements to sell shares for $1.00 per share and pursuant thereto, the Company issued 2,000,000 of the Company’s restricted common stock for total proceeds of $2,000,000. During the year ended June 30, 2023 the Company entered into subscription agreements to sell units for $1.60 per unit, with each unit consisting of one share of the Company’s restricted common stock and one-half warrant to purchase shares of the Company’s restricted common stock for $2.40 per share with an expiry date of 6/30/2024 and pursuant thereto, the Company issued 975,000 units for total proceeds of $1,560,000, net proceeds of $1,473,600 after commissions of $86,400. 39 During the year ended June 30, 2023, 175,114 warrants wee exercised to purchase 175,114 shares of the Company’s common stock at $0.75 per share for total proceeds of $131,335. During the year ended June 30, 2023 Mark Smith elected to convert $50,000 of his 2020 Convertible Obligation into 100,000 units at $0.50 per unit (pursuant to the 2006 Consolidated Incentive Plan) with each unit consisting of one share of common stock and one warrant to purchase one share of the Company’s stock for $0.75 per share until 12/31/2024. During the year ended June 30, 2023 Mark Smith elected to convert $99,889 of his Adjusted 2020 Convertible Obligation into 1,055,906 units at $0.0946 per unit (pursuant to the 2006 Consolidated Incentive Plan) with each unit consisting of one share of common stock and one warrant to purchase one share of the Company’s stock for $0.75 per share until March 2026. During the year ended June 30, 2023 Mark Smith elected to convert $36,573 of his Adjusted 2020 Convertible Obligation into 386,608 units at $0.0946 per unit (pursuant to the 2006 Consolidated Incentive Plan) with each unit consisting of one share of common stock and one warrant to purchase one share of the Company’s stock for $0.75 per share until March 2026. D uring the year ended June 30, 2023 the Company issued 82,259 shares for services of $130,000. During the year ended June 30, 2022, 2,315,550 warrants were exercised to purchase 2,315,550 shares of the Company’s common stock at $0.75 per share for total proceeds of $1,736,662, net proceeds of $1,718,061 after commissions of $18,601. During the year ended June 30, 2022, Smith elected to convert accounts payable of $17,711 into an aggregate of 35,424 units at $0.50 per unit (pursuant to the 2006 Consolidated Incentive Plan) with each unit consisting of one share of the common stock and one warrant to purchase one share of the Company’s stock for $0.75 per share until December 31, 2024. During the year ended June 30, 2022, the Company issued 25,000 units at $1.10 per until for services of $27,500. During the year ended June 30, 2021, the Company entered into subscription agreements, under three different offerings, to sell units for $0.50 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 with an expiry date of December 31, 2021 and pursuant thereto, the Company issued 3,720,000 units for total proceeds of $1,860,000, net proceeds of $1,699,000 after commissions of $161,000. During the year ended June 30, 2021 300,000 shares of the Company’s restricted company stock were sold to an investor for $300,000. During the year ended June 30, 2021, 129,364 shares of its unregistered common stock were issued as commissions. During the year ended June 30, 2021, the company issued 1,186,824 units to various employees/consultants upon the conversion of debt pursuant to the 2006 Consolidated Incentive Plan with each unit consisting of one share of the common stock and one warrant to purchase one share of the Company’s stock for $0.75 per share until June 30, 2023. During the year ended June 30, 2021, Mark Smith elected to convert deferred compensation, accrued interest and accounts payable of $124,698, $3,342 and $52,360 respectively into an aggregate of 360,805 units at $0.50 per unit, pursuant to the 2006 Consolidated Incentive Plan with each unit consisting of one share of the common stock and one warrant to purchase one share of the Company’s stock for $0.75 per share until December 31, 2024. During the year ended June 30, 2021, the Company issued 144,000 units to Mr. Smith for salary of $72,000, pursuant to the 2006 Consolidated Incentive Plan with each unit consisting of one share of the common stock and one warrant to purchase one share of the Company’s stock for $0.75 per share until December 31, 2024. During the year ended June 30, 2021, 4,065,988 warrants were exercised to purchase 4,065,988 shares of the Company’s common stock at $0.75 per share for total proceeds of $3,049,491. 40 TEM 6. SELECTED FINANCIAL DATA. N/A