UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
Check
the appropriate box:
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Preliminary
Information Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-5(d)(2))
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Definitive
Information Statement
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BANTEK,
INC.
F/K/A
DRONE USA, INC.
(Name
of Registrant as Specified in Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title
of each class of securities to which transaction applies:
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Aggregate
number of securities to which transaction applies:
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Per
unit price or other underlying value of transaction computed pursuant to Exchange ACT Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was determined):
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(4)
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maximum aggregate value of transaction:
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fee paid:
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
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(1)
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Amount
Previously Paid:
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Form,
Schedule or Registration Statement No.:
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Filing
Party:
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BANTEK, INC.
330 Changebridge Road
Pine Brook, NJ 07058
(203) 220-2296
Notice of Action by Written Consent
of Shareholders to be Effective February 24, 2019
Dear Stockholder:
Bantek, Inc. f/k/a Drone
USA, Inc., a Delaware corporation. (the “Company”), hereby notifies our stockholders of record on January 30, 2019
that stockholders holding a majority of the voting power have approved, by written consent in lieu of a special meeting on January
30, 2019 the following proposal:
Proposal 1
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To amend our Certificate of Incorporation to increase the number of authorized shares of common stock, $.0001
par value per share, from 1,500,000,000 to 6,000,000,000.
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This Information Statement
is first being mailed to our stockholders of record as of the close of business on January 30, 2019. The action contemplated herein
will not be effective until February 24, 2019, a date which is at least 20 days after the date on which this Information Statement
was first mailed to our stockholders of record. You are urged to read the Information Statement in its entirety for a description
of the action taken by the majority stockholders of the Company.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
The corporate action
is taken by consent of the holders of a majority of the shares outstanding, and pursuant to Delaware law and the Company’s
bylaws that permit holders of a majority of the voting power to take a stockholder action by written consent. Proxies are not
being solicited because the majority stockholder holding 104% of the voting rights consisting of 37,671,591 shares of common stock
and voting rights equivalent to 1,227,798,752 shares of common stock of the issued and outstanding voting capital stock of the
Company hold more than enough voting rights to effect the proposed action and have voted in favor of the proposal contained herein.
Exhibit A
Amendment to the Company’s
Certificate of Incorporation
/s/ Michael Bannon
President and CEO’
February 25, 2019
BANTEK, INC.
330 Changebridge Road
Pine Brook, NJ 07058
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
General Information
This
Information Statement is being furnished to the stockholders of Bantek, Inc. f/k/a Drone USA, Inc., a Delaware corporation (the
“Company”), in connection with the adoption of an Amendment to our Certificate of Incorporation by written consent
of our Board of Directors and the holders of a majority of our issued and outstanding voting securities in lieu of a special meeting.
On January 30, 2019 our Board of Directors approved and, on January 30, 2019 the holders of a majority of our voting capital stock
approved an amendment to our Certificate of Incorporation to increase the number of shares of our common stock, par value $.0001
per share (“Common Stock”), from 1,500,000,000 to 6,000,000,000 (the “Amendment”). We will now, following
the expiration of the 20 day period mandated by Rule 14C of the Exchange Act and the provisions of the Delaware General Corporation
Law, file the Amendment with the Delaware Secretary of State. The Amendment will become effective upon such filing and which is
following approximately 20 days after the preliminary Information Statement was first mailed to our stockholders on February 4,
2019.
Voting Securities
As
of the date of the Information Statement, our voting securities consist of our Common Stock, of which 1,215,520,764 shares are
outstanding, and 250 shares of Series A preferred stock, par value $0.0001 (“Preferred Stock”, and collectively with
the Common Stock, the “Voting Stock”) that vote on an as-converted basis. Approval of the Amendment requires the affirmative
consent of a majority of the shares of our Voting Stock issued and outstanding at January 21, 2019 (the “Record Date”).
The quorum necessary to conduct business of the stockholders consists of a majority of the Voting Stock issued and outstanding
as of the Record Date.
Each
holder of Series A Preferred Stock is entitled to cast that the number of votes equal to the quotient of the sum of all outstanding
shares of Common Stock divided by .99. The Series A Preferred Stock has no other rights or preferences. All 250 shares of Series
A Preferred Stock are held by Michael Bannon, our current Chairman, President and CEO. Mr. Bannon has voted his Series A Preferred
Stock in favor of the approval of this action, and as such he is referred to as the Consenting Stockholder. The Consenting Stockholder’s
vote of his Series A Preferred stock exceeds the majority of the issued and outstanding shares of our Common Stock on the date
of this Information Statement. The Consenting Stockholder has consented to the proposed action set forth herein and had and have
the power to pass the proposed corporate action without the concurrence of any of our other stockholders.
The
approval of this action by written consent is made possible by Section 228 of the Delaware General Corporation Law, which provides
that the written consent of the holders of outstanding shares of voting stock, having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present
and voted, may be substituted for such a meeting. In order to eliminate the costs involved in holding a special meeting, our Board
of Directors elected to utilize the written consent of the holders of more than a majority of our voting securities.
This
Information Statement was mailed on or about February 4, 2019 to stockholders of record as of the Record Date and is being delivered
to inform you of the corporate action described herein before such action takes effective in accordance with Rule 14c-2 of the
Securities Exchange Act of 1934.
Dissenters’
Right of Appraisal
The Delaware General Corporation
Law does not provide for dissenter’s rights of appraisal in connection with the proposed actions nor have we provided for
appraisal rights in our Certificate of Incorporation or Bylaws.
PROPOSAL 1 - AMENDMENT TO OUR CERTIFICATE
OF INCORPORATION
TO EFFECT AN INCREASE IN THE NUMBER OF SHARES OF OUR COMMON STOCK
Our Board of Directors
has unanimously approved and adopted, subject to stockholder approval, an amendment to the Company’s Certificate of Incorporation
to effective an increase number of authorized shares of the Company’s Common Stock from 1,500,000,000 to 6,000,000,000. Article
4 of the Charter is expected to be amended to read as follows:
“(a)
Authorization
of Capital Stock
. The aggregate number of shares of stock which the Corporation shall have the authority to issue is 6,005,000,000
shares, consisting of 6,000,000,000 shares of common stock, $0.0001 par value (the “Common Stock”), and 5,000,000 shares
of preferred stock, $0.0001 par value (the “Preferred Stock”), of which 250 shares have been designated as Series A
Preferred Stock (the “Series A Preferred Stock.”) The Board of Directors is authorized to establish, from the authorized
but undesignated shares of Preferred Stock, one or more classes or series of shares, to designate each such class and series, and
fix the rights and preferences of each such class of Preferred Stock; which class or series shall have such voting powers (full
or limited or no voting powers), such preferences, relative, participating, optional or other special rights, and such qualifications,
limitations or restrictions as shall be stated and expressed in the resolution or resolutions providing for the issue of such class
or series of Preferred Stock as may be adopted from time to time by the Board of Directors prior to the issuance of any shares
thereof. Except as provided in the resolution or resolutions of the Board of Directors creating any series of Preferred Stock,
the shares of Common Stock shall have the exclusive right to vote for the election and removal of directors and for all other purposes.
Each holder of Common Stock shall be entitled to one vote for each share held.
(b)
Series A Preferred
Stock
. A total of 250 shares of preferred stock, par value $0.0001, of the Corporation have been designated as “Series
A Preferred Stock.” Except as otherwise required by law, on any matter presented to the stockholders of the Corporation for
their action or consideration at any meeting of stockholders of the Corporation (or by written consent of stockholders in lieu
of meeting), each holder of outstanding shares of Series A Preferred Stock shall be entitled to cast the number of votes equal
to the quotient of the sum of all outstanding shares of common stock divided by 0.99. The Series A Preferred Stock shall have no
other rights or preferences.”
Current Use of Share
As of January 21, 2019, there were:
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1,212,520,764 shares of Common Stock outstanding;
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250 shares of series A Preferred Stock outstanding;
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7,473,616 options outstanding;
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289,324,771 warrants outstanding;
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117,827,211 shares reserved for issuance upon the conversion of our outstanding convertible promissory notes based upon an aggregate principal balance of $6,421,323; and
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55,648,800 shares available for grant under our 2016 Incentive Stock Option Plan.
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Purpose and Effect of the Proposed Amendment
The proposed increase
in the number of authorized shares of Common Stock is necessary in order to provide flexibility to issue shares for general corporate
purposes that may be identified in the future including, but not limited to, funding the acquisition of other companies, raising
equity capital through the issuance of shares of Common Stock, Preferred Stock or debt or equity securities convertible or exercisable
into shares of Common Stock, having a sufficient number of authorized shares to cover the convertible notes outstanding, or in
the case of Common Stock, adopting additional employee benefit plans or reserving additional shares for issuance under existing
plans. No additional action or authorization by stockholders would be necessary prior to the issuance of such additional shares,
unless required by applicable law or the rules of any stock exchange or national securities association trading system on which
our Common Stock is then listed or quoted. Examples of circumstances in which further stockholder authorization generally would
be required for issuance of such additional shares include (a) transactions that would result in a change of control of the Company,
and (b) adoption of, increases in shares available under, or material changes to equity compensation plans. We have no current
plans, proposals or arrangements to engage in any corporate transactions that would require the issuance of the additional shares
being authorized pursuant to this proposal.
The additional authorized
shares would become part of the existing class of Common Stock, and the amendment would not affect the terms of the outstanding
Common Stock or the rights of the holders of the Common Stock. The Company stockholders do not have preemptive rights with respect
to our Common Stock. Should the Board of Directors elect to issue additional shares of Common Stock, existing stockholders would
not have any preferential rights to purchase such shares. Therefore, additional issuances of Common Stock could have a dilutive
effect on the earnings per share, voting power and shareholdings of current stockholders.
Anti−takeover Provisions
We are not introducing
this proposal with the intent that it be utilized as a type of anti−takeover device. However, this action could, under certain
circumstances, have an anti−takeover effect. For example, in the event of a hostile attempt to acquire control of the Company,
we could seek to impede the attempt by issuing shares of Common Stock or Preferred Stock, which would effectively dilute the voting
power of the other outstanding shares and increase the potential cost to acquire control of the Company. Further, we could issue
additional shares in a manner that would impede the efforts of stockholders to elect directors other than those nominated by the
then current Board of Directors. These potential effects of the proposed increase in the number of authorized shares could limit
the opportunity for the Company stockholders to dispose of their shares at the higher price generally available in takeover attempts
or to elect directors of their choice.
The following is a
description of other anti−takeover provisions in our charter documents and other agreements. We have no current plans or
proposals to enter into any other arrangement that could have material anti−takeover consequences.
Certificate of Incorporation and Bylaws
Other provisions of
the Company’s Certificate of Incorporation and bylaws may have the effect of deterring unsolicited attempts to acquire a
controlling interest in the Company or impeding changes in our management. Preferred Stock may be issued in the future in connection
with acquisitions, financings, or other matters, as the Board of Directors deems appropriate. In the event that we determine to
issue any shares of Preferred Stock, a certificate of designation containing the rights, privileges, and limitations of this series
of Preferred Stock will be filed with the Secretary of State of the State of Delaware. The effect of this Preferred Stock designation
power is that our Board of Directors alone, subject to Federal securities laws, applicable blue sky laws, and Delaware law, may
be able to authorize the issuance of Preferred Stock which could have the effect of delaying, deferring, or preventing a change
in control of the Company without further action by our stockholders, and may adversely affect the voting and other rights of the
holders of our Common Stock.
Our Certificate of
Incorporation does not provide our stockholders with cumulative voting rights.
Our bylaws provide
that only our chief executive officer, our Board of Directors and the Chairman of our Board of Directors may call a special meeting
of stockholders. In addition, our bylaws establish an advance notice procedure for stockholder proposals to be brought before an
annual meeting of stockholders, including proposed nominations of candidates for election to our board of directors. Stockholders
at an annual meeting may only consider proposals or nominations specified in the notice of the meeting or brought before the meeting
by or at the diredon of our board of directors, or by a stockholder of record on the record date for the meeting who is entitled
to vote at the meeting and who has delivered timely written notice in proper form to our secretary of the stockholder’s intention
to bring such business before the meeting. These provisions could have the effect of delaying until the next stockholder meeting
stockholder actions that are favored by the holders of a majority of our outstanding voting securities.
Under the provisions
of our bylaws, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware
will be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of us; (ii) any action
asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees or agents to us or our
stockholders; (iii) any action asserting a claim against us arising pursuant to any provision of the Delaware General Corporation
Law or our amended certificate of incorporation or bylaws; or (iv) any action asserting a claim against us governed by the
internal affairs doctrine. By becoming a stockholder in our company, you will be deemed to have notice of and have consented to
the provisions of our bylaws related to choice of forum. The choice of forum provision in our bylaws may limit our stockholders’
ability to obtain a favorable judicial forum for disputes with us.
Our bylaws divide our
board of directors into three classes with staggered three year terms. In addition, our bylaws provide that directors may be removed
only for cause. Under our bylaws, any vacancy on our board of directors, including a vacancy resulting from an enlargement of our
board of directors, may be filled only by vote of a majority of our directors then in office. Furthermore, our bylaws provide that
the authorized number of directors may be changed only by the resolution of our board of directors. The classification of our board
of directors and the limitations on the ability of our stockholders to remove directors, change the authorized number of directors
and fill vacancies could make it more difficult for a third party to acquire, or discourage a third party from seeking to acquire,
control of our company.
We are not aware of
any attempt to take control of the Company and are not presenting this proposal with the intent that it be utilized as a type of
anti−takeover device. The proposal is being made at this time to make available a sufficient number of shares of Common Stock
and Preferred Stock to meet the Company’s current potential obligations to issue Common Stock and to provide us with greater
flexibility to issue shares for general corporate purposes that may be identified in the future.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
The column entitled
“Percentage of Class” is based on 1,044,146,518 shares of common stock outstanding as of December 21, 2018. Beneficial
ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect
to our common stock. Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days
of December 21, 2018 are considered outstanding and beneficially owned by the person holding the options for the purpose of calculating
the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Except
as otherwise noted, we believe the persons and entities in this table have sole voting and investing power with respect to all
of the shares of our common stock beneficially owned by them, subject to community property laws, where applicable.
Michael Bannon has voting
control through his ownership of 250 shares of Series A preferred stock. Each share of Series A preferred stock entitles the holder
to vote on all matters submitted to a vote of our shareholders with each shareholder casting a vote equal to the quotient of the
sum of all outstanding shares of common stock divided by 0.99, which based on, 1,044,146,518 shares issued and outstanding
equates to voting rights equal to 1,054,146,518 shares of common stock.
Name and Address
1
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Amount and Nature of Beneficial
Ownership
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Percentage of Class
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Michael Bannon (2)
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37,671,591
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3.61
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%
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David Y. Williams (3)
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550,000
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0.05
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%
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Dr. Rodrigo Kuntz Rangel (3)
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420,000
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0.04
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%
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Trillium Partners LP (4)
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59,947,133
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5.74
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%
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TCA (5)
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1,490,646,960
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143
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%
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Matthew Wiles (6)
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2,250,000
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0.29
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%
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All Officers and Directors as a Group
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40,341,591
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3.86
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%
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(1) Unless otherwise
indicated, the address of such individual is c/o the Company.
(2) Michael Bannon has
voting control through his ownership of 250 shares of Series A preferred stock voting on an as-converted basis. This chart reflects
only the issued and outstanding shares of our common stock.
(3) Represents shares
issuable upon the exercise of stock options to purchase shares of our common stock that are exercisable within 60 days of December
31, 2018.
(4) Trillium Partners
LP is not an affiliate of the Company. Trillium Partners LP is a limited partnership and has its principal office at 90 Grove Street,
Ridgefield, CT 06877.
(5) Based upon the right
of TCA to convert the unpaid principal and interest owed under the convertible note issued by the Company to TCA. TCA is limited
partnership organized under the laws of the Cayman Islands and has its principal office at 19950 West Country Club Drive, 1
st
Floor, Aventura, Florida 33180.
(6) Matthew Wiles is
the COO and a member of the Board of Directors since August 6, 2018. He was awarded 2,000,000 common shares and he has received
an option to acquire 1,250,000 shares of our common stock at an average exercise price of $0.21 per share, of which 250,000 are
exercisable within 60 days of December 31, 2018.
The number of authorized
shares is currently 1,500,000,000 and the Company would need to increase the number of authorized shares if TCA was to convert
its convertible note into common shares. Currently, TCA has not indicated that it intends to convert its note.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS
SHARING AN ADDRESS
Only one Information
Statement is being delivered to multiple security holders sharing an address unless the Company has received contrary instructions
from one or more of its security holders. The Company undertakes to deliver promptly upon written or oral request a separate copy
of the Information Statement to a security holder at a shared address to which a single copy of the documents was delivered and
provide instructions as to how a security holder can notify the Company that the security holder wishes to receive a separate copy
of the Information Statement.
Security holders sharing
an address and receiving a single copy may request to receive a separate Information Statement at Bantek, Inc. f/k/a Drone USA,
Inc., 330 Changebridge Road, Pine Brook, NJ 07058. Security holders sharing an address can request delivery of a single copy of
the Information Statement if they are receiving multiple copies may also request to receive a separate Information Statement at
Bantek, Inc. f/k/a Drone USA, Inc, 330 Changebridge Road, Pine Brook, NJ 07058, telephone: (203) 220-2296.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities
Exchange ACT of 1934, as amended, requires that our directors and executive officers, and persons who own more than ten percent
(10%) of our outstanding Common Stock, file with the Securities and Exchange Commission (the “SEC”) initial reports
of ownership and reports of changes in ownership of Common Stock. Such persons are required by the SEC to furnish us with copies
of all such reports they file. Specific due dates for such reports have been established by the SEC and we are required
to disclose any failure to file reports by such dates. We believe that during the fiscal year ended December 31, 2018,
all reports required to be filed pursuant to Section 16(a) were filed on a timely basis.
WHERE YOU CAN OBTAIN
ADDITIONAL INFORMATION
We are required to
file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document
we file at the SEC’s public reference rooms at 100 F Street, N.E, Washington, D.C. 20549. You may also obtain copies of the
documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Room 1580, Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information on the operation of the public reference rooms. Copies of
our SEC filings are also available to the public from the SEC’s web site at www.sec.gov.
We will provide, upon
request and without charge, to each shareholder receiving this Information Statement a copy of our filings with the SEC and other
publicly available information. A copy of any public filing is also available, at no charge, by contacting Bantek, Inc. f/k/a
Drone USA, Inc., 330 Changebridge Road, Pine Brook, NJ 07058, telephone: (203) 220-2296.
Date: February 25, 2019
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Bantek,
Inc.
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By Order of the Board of Directors
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By:
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/s/ Michael Bannon
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Michael Bannon
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President and CEO
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Exhibit A
AMENDMENT TO BANTEK, INC’S CERTIFICATE
OF INCORPORATION
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF INCORPORATION
OF
BANTEK, INC.
Bantek, Inc. (the “
Corporation
”), a Delaware corporation, does hereby certify that the following amendment to Article Fourth
of the Corporation’s Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 242
of the Delaware General Corporation Law, as follows:
ARTICLE FOURTH
(a)
Authorization
of Capital Stock
. The aggregate number of shares of stock which the Corporation shall have the authority to issue is 6,005,000,000
shares, consisting of 6,000,000,000 shares of common stock, $0.0001 par value (the “Common Stock”), and 5,000,000 shares
of preferred stock, $0.0001 par value (the “Preferred Stock”), of which 250 shares have been designated as Series A
Preferred Stock (the “Series A Preferred Stock.”) The Board of Directors is authorized to establish, from the authorized
but undesignated shares of Preferred Stock, one or more classes or series of shares, to designate each such class and series, and
fix the rights and preferences of each such class of Preferred Stock; which class or series shall have such voting powers (full
or limited or no voting powers), such preferences, relative, participating, optional or other special rights, and such qualifications,
limitations or restrictions as shall be stated and expressed in the resolution or resolutions providing for the issue of such class
or series of Preferred Stock as may be adopted from time to time by the Board of Directors prior to the issuance of any shares
thereof. Except as provided in the resolution or resolutions of the Board of Directors creating any series of Preferred Stock,
the shares of Common Stock shall have the exclusive right to vote for the election and removal of directors and for all other purposes.
Each holder of Common Stock shall be entitled to one vote for each share held.
(b)
Series A Preferred
Stock
. A total of 250 shares of preferred stock, par value $0.0001, of the Corporation have been designated as “Series
A Preferred Stock.” Except as otherwise required by law, on any matter presented to the stockholders of the Corporation for
their action or consideration at any meeting of stockholders of the Corporation (or by written consent of stockholders in lieu
of meeting), each holder of outstanding shares of Series A Preferred Stock shall be entitled to cast the number of votes equal
to the quotient of the sum of all outstanding shares of common stock divided by 0.99. The Series A Preferred Stock shall have no
other rights or preferences.
IN WITNESS WHEREOF,
the Corporation has made the foregoing Amendment to the Certificate of Incorporation and the Incorporator has hereunto set his
hand as of the 25
th
day of February, 2019.
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BANTEK, INC.
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/s/ Michael Bannon
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Michael Bannon, President and CEO
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