ABAT 10-K
AMERICAN BATTERY TECHNOLOGY Co (ABAT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the fiscal year ended
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DOCUMENTS INCORPORATED BY REFERENCE
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This annual report on Form 10-K (this “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). All statements included in this Report, other than statements of historical facts, that address activities, conditions, events, or developments with respect to our financial condition, results of operations, business prospects or economic performance that we expect, believe, or anticipate will or may occur in the future, or that address plans and objectives of management for future operations, are forward-looking statements. The forward-looking statements are contained principally in the “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this Report. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates”, “believes”, “seeks”, “could”, “estimates”, “expects”, “intends”, “may”, “plans”, “potential”, “predicts”, “projects”, “should”, “would” and similar expressions intended to identify forward-looking statements.
Forward-looking statements appear throughout this report, and include statements about such matters as: anticipated operating results; relationships with our customers; consumer demand; financial resources and condition; changes in revenues; changes in profitability; changes in accounting treatment; cost of sales; selling, general and administrative expenses; interest expense; the ability to produce the liquidity or enter into agreements to acquire the capital necessary to continue our operations and take advantage of opportunities; legal proceedings and claims.
Forward-looking statements reflect our current views with respect to future events and are based on assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions, expected future developments, and other factors that we believe are appropriate under the circumstances. We caution you that forward-looking statements are not guarantees of future performance and these statements are subject to known and unknown risks and uncertainties, which may cause our actual results or performance to be materially different from any future results or performance expressed or implied by the forward-looking statements. Factors that may cause our financial condition, results of operations, business prospects or economic performance to differ from expectations include the factors discussed in Part I, Item 1A, Risk Factors below and elsewhere in this Report.
Also, forward-looking statements represent our estimates and assumptions only as of the date of this Report. You should read this Report and the documents that we reference and file as exhibits to this Report completely and with the understanding that our actual future results may be materially different from what we expect. The forward-looking statements in this report speak only as of the filing of this Report. Except as required by applicable securities laws, we assume no obligation to update any prior forward-looking statements.
PRESENTATION OF INFORMATION
Except as otherwise indicated by the context, references in this Report to “we”, “us”, “our” and the “Company” are to the combined business of American Battery Technology Company and its consolidated subsidiaries.
This Report includes our audited consolidated financial statements as of and for the fiscal years ended June 30, 2026 and June 30, 2025. These financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”). All financial information in this Report is presented in US dollars, unless otherwise indicated, and should be read in conjunction with our audited consolidated financial statements and the notes thereto included in this Report.
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TABLE OF CONTENTS
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PART I
Item 1. Business
Introduction
American Battery Technology Company (the “Company”, “ABTC”, “we” and “us”) is an integrated critical minerals manufacturing company that is working to increase the domestic U.S. production of critical minerals, such as lithium, nickel, cobalt, manganese, copper, aluminum, and graphite through its exploration of new primary resources of critical minerals, the development and commercialization of new technologies for the extraction of these critical minerals from primary resources, and the commercialization of an internally developed integrated process for the recycling of lithium-ion batteries. Through this three-pronged approach the Company is working to both increase the domestic production of these critical minerals and to ensure that as these materials reach their end of life, the constituent elemental critical minerals are returned to the domestic manufacturing supply chain in a closed-loop fashion.
The Company’s corporate headquarters are in Reno, Nevada, and its critical mineral exploration office is located in Tonopah, Nevada. The Company’s critical mineral recycling factory is in McCarran, Nevada.
Company History
The Company was incorporated as Oroplata Resources, Inc. under the laws of the State of Nevada on October 6, 2011, for the purpose of acquiring rights to mineral properties with the eventual objective of being a producing mineral company. On August 8, 2016, the Company formed Lithortech Resources Inc. as a wholly owned subsidiary to serve as its operating subsidiary for lithium resource exploration and mine development. On June 29, 2018, the Company changed the name of Lithortech Resources to LithiumOre Corp. (“LithiumOre”). On May 3, 2019, the Company changed its name to American Battery Metals Corporation. On August 12, 2021, the Company further changed its name to American Battery Technology Company, which better aligns with the Company’s current business activities and future objectives.
Industry Overview
The domestic manufacturing of critical minerals has become an issue of paramount importance, with broad support from the US federal government, state and local governments, and private industry. As of 2025, the US Geological Survey lists 60 minerals as critical and essential for economic growth, national security, and technological innovation. On this list include several critical minerals essential for the manufacturing of high energy density lithium-ion batteries, including nickel, cobalt, manganese, lithium, copper, aluminum, and graphite. These lithium-ion batteries are utilized in stationary grid scale-batteries to support critical infrastructure such as datacenters supporting artificial intelligence technologies, in electric and hybrid vehicles, and in various types of consumer electronics.
Lithium-ion batteries are designed in a variety of form-factors and chemistries. Current cell-level form-factors utilized are primarily cylindrical, prismatic, and pouch geometries. The most common battery cathode chemistries that have emerged are lithiated nickel cobalt aluminum oxide (“NCA”), lithiated nickel manganese cobalt oxide (“NMC”), lithiated cobalt oxide (“LCO”), and lithiated iron phosphate (“LFP”). The most common battery anode chemistries consist of graphite, silicon, and lithium metal. These chemistries are expected to evolve based on the development of new technologies and the availability, cost, and life-cycle environmental footprint of required minerals.
The current manufacturing supply chain for lithium-ion batteries is segmented and is organized into sub-industries that are moving towards operating in a closed-loop fashion:
| ● | battery material providers, | |
| ● | chemical refiners, | |
| ● | cell manufacturers, and | |
| ● | manufacturers of end-use products (electric vehicle, stationary storage, consumer electronics, etc.) manufacturers. |
Battery material providers can be classified into two categories: primary producers who explore for and extract virgin resources, and secondary producers who extract minerals from scrap and end-of-life products for re-sale into the lithium-ion battery supply chain. ABTC operates in both categories of the battery material supply segment, which is discussed in greater detail below.
Chemical refiners source battery-grade materials from suppliers to manufacture into cell components, including cathodes, anodes, electrolytes, and separators. Currently the vast majority of global refining capacity is located outside the United States, primarily in Asia.
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Cell manufacturers source cell components and assemble those components into modules and packs, which are then sold to Original Equipment Manufacturers (“OEM” or “OEMs”). Cell manufacturing is also currently concentrated in Asia, with China accounting for over 70% of global cell manufacturing capacity.
The OEM segment is the final step to manufacturing any end-use product containing lithium-ion batteries. OEM manufacturing capacity for electric vehicles, stationary storage, and consumer electronics is distributed globally.
Each segment of the lithium-ion battery supply chain has seen disparate quantities of investment, with those variations further pronounced with specific geographies. Investment in battery material suppliers, both primary and secondary, and chemical refining capacity, has been far outpaced by investments in cell manufacturing and end-use OEMs. This disconnect in available feedstock and refining capacity has caused significant imbalances in the global supply chain, with those imbalances even more pronounced within the United States and apparent by the volatility in price of these underlying materials. Further, while there is significant cell manufacturing and OEM manufacturing capacity in the United States, less than 1% of global battery materials needed to supply these facilities are sourced in the US, resulting in a severe domestic capacity imbalance and risk to the domestic economy. This risk in the security and cost of supply has resulted in numerous issues for industries reliant on lithium-ion batteries and has the potential to dramatically slow the adoption of electric vehicles, renewable energy storage and other uses for lithium-ion battery metals.
Overview of Critical Minerals Supply
Supply of critical minerals for the manufacturing of lithium-ion batteries is currently dominated by primary production, with minor but growing contributions from secondary recycling operations. Development of new sources of primary supply are typically subject to long development and permitting times and high capital costs, putting further constraints on the supply of these materials. In addition, the majority of primary production is concentrated in high geopolitical risk locations. Each of the primary minerals discussed are traded on a number of global commodity exchanges and market pricing for each is readily available. Additional details on the primary development of the main critical materials are discussed below:
Lithium: Primary lithium is traditionally extracted from lithium-rich brines or from hard rock deposits, and with recent innovations to also manufacture primary lithium from lithium-bearing claystone resources Lithium brine deposits are accumulations of saline groundwater that are enriched in dissolved lithium. These deposits can be found in salt flats (such as those in South America), geothermal deposits (such as the Salton Sea in California), and oil fields. Extraction of lithium from brines typically involves large-scale evaporation techniques, thus consuming large amounts of water and energy. Hard rock sources of lithium are typically found in spodumene pegmatite deposits (such as those in Western Australia) and are mined using conventional mining and processing techniques. Extraction of lithium from claystone resources is a relatively new technique with various extraction technologies currently being utilized to construct first-of-kind manufacturing facilities.
Nickel: Primary nickel is mined from both surface and underground operations. Traditional processing techniques for nickel involve crushing, leaching, and floatation techniques. The primary competing source of demand for nickel is the steel industry, for both steel alloy and in plating of stainless steel. Supply is currently dominated by production from Indonesia, Philippines, and Russia.
Cobalt: Cobalt is typically mined from open pit and underground operations using traditional mining and processing techniques. The majority of cobalt production is a by-product of copper or nickel production. The competing source of demand for cobalt is steel production where cobalt is utilized as a high-strength steel alloy. Concentration of supply from the Democratic Republic of Congo has given rise to significant concerns over the supply of primary cobalt resources.
Manganese: Manganese is typically mined from open pit surface mines using traditional mining and processing techniques. As with nickel and cobalt, the primary competing source of demand is steel production, where manganese is used as an alloy and to deoxidize steel. South Africa is the world’s largest producer of manganese, followed by Australia and China.
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Secondary supply of feedstock, or recycling, is a relatively new market segment that has seen limited investment compared to the other segments of the battery supply chain. Current recycling techniques can be classified into two categories: High temperature thermal processes (pyrometallurgy) and mechanical crushing/simple hydrometallurgy processes. Both techniques process the feedstock batteries into an intermediate compound, a metal matte or black mass, which is then further processed through a refining process to extract the constituent metals. Both processes mainly focus on the recovery of nickel and cobalt. The majority of these operations are located in China and South Korea.
High temperature thermal processes account for the majority of current recycling operations. Batteries are placed into high-temperature furnaces and melted. A number of the key battery materials are lost in the high temperature processing and smelting phase, including lithium, graphite, and aluminum. The remaining metal matte is then processed through a refining process. The high temperature processing can present challenges to refining the metal matte from this process into products that meet the high purity specifications required for battery cathode manufacturing. Further, the process is energy intensive and can cause substantial air and water pollution.
The mechanical crushing/simple hydrometallurgy approach involves placing batteries into large shredding/grinding machines. The resulting shredded material is then processed to produce black mass. This resulting black mass is then processed through a bulk hydrometallurgical process designed to remove impurities and extract the high-value minerals. The high level of impurities in the black mass resulting from the shredding/grinding process makes the recovery of battery grade materials challenging. Additionally, the solvents used in the extraction process can have adverse environmental impacts and significantly increase the costs associated with the recycling process.
The black mass resulting from the recycling process has become a readily tradable commodity. However, the quality and value of the black mass is highly variable based on the chemistry of the battery that is being processed and the amount of remaining impurities in the material.
The overall market and pricing for these products will be driven by the supply/demand balance of each commodity. Chemical refiners require specific purity and quality standards for the inputs for their manufacturing processes. Competition will be based on the ability of producers, both primary and secondary, to deliver reliable quantities of materials that meet the specifications required in the battery manufacturing process, while maintaining cash costs that are below the marginal cost of supply.
Our Business
Critical Mineral Lithium-Ion Battery Recycling
ABTC has developed a universal lithium-ion battery recycling system that is capable of recycling batteries with both a wide range of form factors (packs, modules, cylindrical cells, prismatic cells, pouch cells, defect and intermediate waste cells, metal scraps, slurries, and powders) and of a wide range of cathode chemistries (LCO, NCA, NMC) of various relative weighting of transition metals.
The Company’s recycling system is a two-phase process: an automated de-manufacturing process followed by a targeted chemical extraction train to separate the individual high-value metals. The automated de-manufacturing process separates the components of battery feedstock material into its constituent components, including byproduct metals and cathode and anode powders in the form of black mass filter cake. The byproducts are sold under various offtake agreements or into the open scrap market, and the black mass filter cake produced is either sold under offtake contracts or further processed in ABTC’s proprietary chemical extraction train to extract lithium, nickel, cobalt, manganese and other products and upgrade them to the battery grade specifications demanded by high energy density manufacturers.
The Company has acquired and leveraged the experience of several members of its leadership and implementation teams who worked on the design, construction, commissioning, and optimization of some of the largest lithium-ion battery manufacturing giga factories in the world. This significant pool of experience has enabled the team to leverage their knowledge of the failure mechanisms that can cause battery components, cells, and modules to fail leading to the development of an automated deconstruction process combined with a targeted hydrometallurgical, non-smelting process that deconstructs battery packs to modules, modules to cells, cells to subcell components, and then sorting and separating those subcell components in a strategic fashion. Because of our uniquely pioneered recycling process, we are able to realize greater net benefits than current conventional methods. These benefits include:
| ● | Decreased air and liquid pollutant emissions through strategic design, and with no high-temperature operations, | |
| ● | Separation of low value materials early in the processing train allows for high recovery and purity of high value products, | |
| ● | Metal products manufactured to meet high purity specifications are able to re-enter supply chain in closed-loop fashion, |
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| ● | Throughput of recycling facilities equal to that of manufacturing facilities, on a per region basis, | |
| ● | Low capital costs, through avoidance of high-temperature operations and minimal generation of waste, and | |
| ● | Short processing residence times through high-speed strategic disassembly and material handling. |
Additional details regarding the recycling plant are discussed in Item 2. Properties.
Industry Awards and Collaborations
In September 2019, ABTC was selected as the sole winner of the battery recycling portion of the Circularity Challenge hosted by BASF, Stanley Black & Decker, and Greentown Labs. BASF is one of the largest high-energy density cathode manufacturing companies in the US and most significant global purchasers of critical minerals and materials. The challenge was developed to encourage new, innovative technologies for the recycling of large-format lithium-ion batteries, with a goal to establish and develop a circular economy in the battery supply chain. As the winner, ABTC received seed funding, access to the Greentown Labs facilities (see Item 2. Properties), and the exploration of partnership agreements with the host companies.
In October 2021, ABTC was awarded a competitively bid $2 million contract from the US Advanced Battery Consortium (“USABC”), which is comprised of General Motors, Ford Motor Company, Stellantis NV, and the U.S. Department of Energy. The contract award was for the commercial-scale demonstration of ABTC’s integrated lithium-ion battery recycling system, the production of high purity recycled metals, the synthesis of high energy density active cathode material by BASF, and the fabrication of over 100 large format multi-layer pouch cells from these recycled materials and the testing of these cells against otherwise identical cells made from virgin sourced metals. The demonstration of this entire closed-loop battery manufacturing supply chain within a single project was to facilitate the establishment of a domestic low-cost and low-environmental impact battery recycling infrastructure.
In November 2022, ABTC was awarded a $10 million competitive grant from the U.S. Department of Energy for a three-year project to demonstrate and commercialize ABTC’s next generation of technologies for its recycling of critical minerals. The first year of this award was for the demonstration of these next generation technologies at the laboratory scale, in the second year these technologies were optimized at the bench scale, and then in the third year these technologies will be constructed and operated at commercial scale in ABTC’s critical mineral recycling facilities.
In March 2024, ABTC was selected for a competitively awarded investment tax credit for $19.5 million by the U.S. Department of Energy and administered by the U.S. IRS through the 48C program to support the construction and scale-up of ABTC’s first critical mineral battery recycling facility.
In September 2024, ABTC was selected for a competitively awarded $150 million grant from the U.S. Department of Energy to support the construction of ABTC’s second critical mineral battery recycling facility. This four-year grant supports the construction of a recycling facility designed to process 100,000 tonnes per year of battery material and to manufacture high purity critical mineral products and byproducts.
In March 2024, ABTC was selected for a competitively awarded investment tax credit for $40.5 million by the US Department of Energy and administered by the U.S. Internal Revenue Service through the 48C program to support the construction and scale-up of ABTC’s second critical mineral battery recycling facility. This transferrable tax credit may be utilized directly by ABTC or sold and transferred to a third-party.
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Industry Competition
ABTC recovers and manufactures several types of products and byproducts through its recycling processes and competes with two categories of producers of these critical minerals: competing recycling processors and facilities and primary producers of the battery materials.
Competing recycling processes and facilities are primarily located in the United States, Europe, South Korea, and China and employ various techniques for extraction of the contained battery metals. In general, processors that employ high-temperature thermal processes or shredding/solvent extraction techniques focus on the recovery of nickel and cobalt, with limited ability to recover lithium, manganese, or other metals. The Company’s process to extract each of the battery components enables the Company to extract additional value from the same amount of feedstock to enable low-cost and low-environmental operations.
Primary producers of lithium, nickel, cobalt, and manganese are distributed globally. Lithium production is largely located in the Americas, Australia, and Asia. Approximately two-thirds of cobalt production is sourced from the Democratic Republic of Congo. Nickel production is dominated by Indonesia, China, and Australia. Manganese production is concentrated in South Africa, Australia, and China.
The commodities and specialty chemicals that are ultimately used by cathode manufacturers are required to meet stringent specifications, whether that mineral is sourced from a primary or a secondary resource. Thus, the competition in these markets is largely based on product quality and reliability of supply.
Primary Resource Development & Refining
In addition to its battery recycling operations, the Company has been designing and optimizing its internally developed sustainable lithium extraction process for the manufacturing of high purity lithium hydroxide from Nevada-based sedimentary claystone primary resources. (See Item 2. Properties for additional information).
The Company has conducted geological mapping, sampling, geochemical analysis, and proprietary extraction trials to characterize the resource and to quantify the performance of the lithium extraction and manufacturing operations. In parallel with the current exploration activities, the Company has designed, constructed, and is operating a multi-tonne per day integrated demonstration scale facility to process sedimentary resource from the project. This facility is intended to demonstrate the commercial viability of the Company’s extraction and refining processes.
The Company’s in-house developed extraction technologies do not require the inefficient evaporation ponds associated with conventional lithium-from-brine mining. Our extraction process utilizes a selective leaching process for the low-cost extraction of lithium from claystone sedimentary resources that allows for significantly lower consumption of acid, lower levels of contaminants in the generated leach liquor, and lower overall costs of production.
Industry Awards and Collaborations
In January 2021, ABTC was selected for a competitively awarded $2.3 million grant from the U.S. Department of Energy to support the design, construction, and operation of a multi-tonne per day integrated demonstration system for ABTC’s internally-developed technologies for the manufacturing of high-purity lithium hydroxide from domestic Nevada-based claystone resource. Through this project ABTC processed tonne-level quantities of claystone material from its lithium resource near Tonopah, Nevada, and manufactured large quantities of high-purity lithium hydroxide that have been delivered to global customers for evaluation.
In September 2022, ABTC was selected for a competitively awarded $58 million grant from the U.S. Department of Energy to support the design, construction, and operations of the first train of ABTC’s commercial claystone-to-lithium hydroxide refinery near Tonopah, Nevada. This first train is designed to manufacture approximately 5,000 tonnes per year of lithium hydroxide, and the full facility is designed to manufacture 30,000 tonnes per year of lithium hydroxide.
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In April 2025, ABTC was awarded a Letter of Interest from the U.S. Export-Import bank (“EXIM”) for a $900 million low-interest loan to support the expansion of ABTC’s claystone-to-lithium hydroxide refinery near Tonopah, Nevada from 5,000 to 30,000 tonnes lithium hydroxide per year capacity. ABTC and EXIM are currently undergoing due diligence efforts on this low-interest loan.
Industry Competition
Primary lithium production is concentrated in the Americas, Australia, and Asia. The lithium that is ultimately used by cathode manufacturers is required to meet stringent specifications, whether that mineral is sourced from a primary or a secondary resource. Thus, the competition in these markets is largely based on product quality and reliability of supply.
Employees
As of September 8, 2026, the Company had 191 full-time and 4 part-time employees. Additional workers may be hired on a contract basis as needed.
Available Information
We are subject to the information and periodic reporting requirements of the Exchange Act, and, in accordance therewith, we file periodic reports, proxy statements and other information with the SEC. We make available, free of charge, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports on our website at https://americanbatterytechnology.com/ as soon as reasonably practicable after those reports are electronically filed with, or furnished to, the SEC.
Item 1A. Risk Factors
Investing in our securities involves a high degree of risk. Before making an investment decision, you should consider carefully the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, including our financial statements and related notes thereto included elsewhere in this Annual Report on Form 10-K and in our other filings with the SEC. Our business, operating results, financial condition or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. If any of the risks actually occur, our business, operating results, financial condition and prospects could be adversely affected. In that event, the market price of our common stock could decline, and you could lose part or all of your investment. References to “we,” “our,” or “us” generally refer to the Company, unless otherwise specified.
Summary Risk Factors
Risks Relating To Our Business
Our business is subject to numerous risks and uncertainties. The following is a summary of the principal risks we face:
| ● | We may require significant additional financing within the next 12 months to fund operations and develop our recycling, extraction, and refining facilities, but there is no assurance such capital will be available on acceptable terms, or at all, which could jeopardize our business plan and continued operations. |
| ● | We have a limited operating history and have incurred substantial losses since inception, and we may never achieve or sustain profitability. |
| ● | We may face challenges in executing our growth strategy and effectively managing any expansion. Strategic transactions we pursue could be disruptive, result in shareholder dilution, or otherwise negatively impact our operations. |
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| ● | We depend on federal grants, cooperative agreements, and tax credits that are subject to conditions, milestones, appropriations, audit, suspension, and termination, and the loss or delay of these awards could materially impair our development plans. |
| ● | Our ability to source, recover, and recycle lithium-ion battery materials in an economical and efficient manner may be limited, which could affect our ability to meet market demand. |
| ● | If we are unable to continue to operate our recycling facility and improve efficiency, our business could be materially harmed. Our operations depend on the continued performance and availability of our recycling facilities, as well as on securing sufficient feedstock. |
| ● | Our ability to achieve and sustain profitability depends heavily on volatile global metal prices—driven by global economic, political, and market factors as well as product quality and customer specifications—and unfavorable pricing could reduce revenues, hinder customer demand, and negatively impact our business value and share price. |
| ● | A small number of customers account for a substantial majority of our revenue, and the loss of any of them, or a change in their purchasing practices, could materially reduce our revenue. |
| ● | Safety concerns in handling lithium-ion batteries, changes in battery chemistry or technology, slower-than-expected adoption of electric vehicles or stationary energy storage batteries, or reduced government support for critical minerals could all negatively impact our revenues and operating results. |
| ● | We rely in part on third parties to collect, transport, and store lithium-ion battery feedstock that is regulated as hazardous material, and any accident, release, thermal event, or non-compliance in the supply chain could result in liability, penalties, and operational disruption. |
| ● | Our operations are subject to development and execution risks, as well as potential limitations in obtaining applicable permits and in obtaining or maintaining insurance coverage. |
| ● | Substantially all of our operations are concentrated at a single recycling facility and a single exploration-stage project in Nevada, and any casualty, natural disaster, utility interruption, or other disruption at those locations could halt production. |
| ● | Physical effects of climate change, including drought and constraints on water availability in Nevada, and evolving climate-related disclosure and permitting requirements could increase our costs and delay our projects. |
| ● | Declines in demand, volatility in benchmark metal prices, or shifts in the quantity and composition of lithium-ion battery feedstock available to us could materially affect our costs, revenues, and results of operations. |
| ● | We depend on the skills and experience of our senior management team and key employees. The loss of any such personnel could have a material adverse effect on our business. |
| ● | We may be exposed to litigation, foreclosure, or regulatory actions, any of which could adversely affect our financial condition and results. |
| ● | Geopolitical competition over critical minerals and government policies aimed at securing domestic supply chains may restrict our ability to access certain markets, partners, or suppliers, which could increase costs and limit growth opportunities. |
| ● | Changes in international trade policies, tariffs, or trade disputes—particularly involving major lithium-producing countries—could disrupt supply chains, increase costs, or limit market access, materially impacting our operations and profitability. |
| ● | Changes in government policies or funding priorities for critical minerals could reduce or eliminate incentives, grants, or programs we rely on, adversely affecting our operations and growth. |
| ● | Export controls or trade restrictions on lithium, black mass, equipment, or technology could limit our market access, sourcing options, or partnerships, and create compliance conflicts across jurisdictions. |
| ● | Mineral Resources and Reserves are estimates subject to inherent uncertainties, including geological, engineering, and economic assumptions; actual tonnage, grades, recoveries, or costs may differ materially, which could adversely affect the Company’s operations and financial results. |
| ● | There is no assurance that economically recoverable mineral reserves exist on our properties, and even though reserves have been identified, exploration and development risks could prevent their extraction or the generation of revenue, adversely affecting our business and operations. |
| ● | Evolving federal and state regulations on battery recycling and extended producer responsibility may create new compliance obligations, increase operating costs, or affect the economics of our recycling operations. |
| ● | Changes in income tax rates or laws, or disputes with tax authorities, could materially affect our results of operations and financial condition. |
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| ● | If we fail to adequately protect our intellectual property, or if third parties assert claims of infringement against us, we could face significant costs, potential damages, and restrictions on our ability to use certain technologies. |
| ● | Despite mitigation measures, increasing cybersecurity threats and potential attacks could compromise our systems, disrupt operations, expose sensitive data, and materially and adversely impact the Company’s business. |
| ● | A recently-issued federal directive may prevent us from exporting black mass to foreign customers, which would materially adversely affect our revenue, results of operations, financial condition, and ability to fund ongoing operations. |
Risks Relating to Ownership of Our Securities
| ● | We may issue additional equity securities in the future without seeking shareholder approval. Any such issuance could dilute existing ownership and potentially place downward pressure on the market price of our common shares. In addition, the interests of our directors and executive officers may not always align with those of other shareholders. |
| ● | Our common shares have experienced, and may continue to experience significant volatility, and the trading price of our common shares may decline regardless of our operating performance. |
| ● | We have identified material weaknesses in our internal controls over financial reporting (ICFR). If we fail to remediate the weaknesses and establish effective controls, our business, operating results, and the market price of our shares could be materially adversely affected. |
| ● | Compliance with the regulatory requirements applicable to U.S. domestic issuers is expected to require considerable time, cost, and resources. |
| ● | We do not currently intend to pay dividends on our common shares and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common shares. |
| ● | We may be required to record asset write-downs, impairments, restructurings, or other charges, any of which could materially and negatively impact our financial condition, operating results, and share value. |
Risks Relating to Our Business
We may require significant additional financing within the next 12 months to fund operations and develop our recycling, extraction, and refining facilities, but there is no assurance such capital will be available on acceptable terms, or at all, which could jeopardize our business plan and continued operations.
We may need additional financing to execute our business plan and fund operations, which additional financing may not be available on reasonable terms or at all. We may need to raise capital over the next 12 months to satisfy such requirements, the receipt of which cannot be assured. We may also require capital in order to fully develop our recycling, extraction, and refining operations. We intend to seek additional funds through various financing sources, including the private sale of our equity and debt securities, potential joint ventures with capital partners, grants, government loans, and project financing of our recycling facilities. However, there can be no guarantees that such funds will be available on commercially reasonable terms, if at all. If such financing is not available on satisfactory terms, we may be unable to further pursue our business plan and we may be unable to continue operations, in which case you may lose your entire investment.
We have a limited operating history and have incurred substantial losses since inception, and we may never achieve or sustain profitability.
We first generated revenue in the fourth quarter of fiscal year 2024 and have a limited operating history upon which investors may evaluate our business. We have incurred operating losses in each period since inception, including a net loss of $73.4 million for the fiscal year ended June 30, 2026, and we had an accumulated deficit of $333.5 million and negative cash flows from operating activities of $24.2 million as of and for that fiscal year. We expect to continue to incur significant expenditures to ramp our recycling operations and to advance the Tonopah Flats Lithium Project. Our ability to achieve and sustain profitability depends on increasing production volumes and realized prices while controlling costs, none of which can be assured. If we are unable to do so, we may be required to curtail operations, seek additional financing on unfavorable terms, or delay or abandon planned projects, and the value of our common shares could decline.
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We may face challenges in executing our growth strategy and effectively managing any expansion. Strategic transactions we pursue could be disruptive, result in shareholder dilution, or otherwise negatively impact our operations.
We are engaged in the business of lithium-ion battery recycling through proprietary recycling technology. While lithium-ion battery recycling is an established business, most existing processes rely on bulk high-temperature processes or bulk shredding techniques. In contrast, we have developed a highly strategic recycling processing train that avoids these non-selective treatments of the full battery. Having commenced commercial operations, we are continuing to ramp up and expand production capacity within our current facility. The uniqueness of our process presents potential risks associated with scaling an unproven business model, and there can be no assurance that as we advance large-scale manufacturing and operations, we will not encounter unexpected costs or hurdles that could restrict our intended scale or negatively impact projected gross profit margins.
The Company is in the process of exploring and developing a mineral resource near Tonopah, Nevada, with the intent of progressing the project to mining and processing activities. The Company has no prior history of completing the development of a mining project or conducting mining operations. If found to be economically feasible, the future development of mineral resources will require the construction and operation of a mine, processing plant, and related infrastructure. While certain members of management have mining development and operational experience, the Company does not have any such experience as a collective organization. As a result of these factors, the Company’s future success is more uncertain than if it had a proven operating history.
If the Tonopah Flats project advances, the Company is and will continue to be subject to all risks inherent with establishing new mining operations including: the time and costs of construction of mining and processing facilities and related infrastructure; the availability and costs of skilled labor and mining equipment and supplies; the need to obtain necessary environmental and other governmental approvals, licenses and permits, and the timing of the receipt of those approvals, licenses and permits; the availability of funds to finance construction and development activities; potential opposition from non-governmental organizations, indigenous peoples, environmental groups or local groups which may delay or prevent development activities; and potential increases in construction and operating costs due to various factors, including changes in the costs of fuel, power, labor, contractors, materials, supplies and equipment.
It is common in new mining operations to experience unexpected costs, problems and delays during construction, commissioning and mine start-up, as well as delays in the early stages of mineral production.
We depend on federal grants, cooperative agreements, and tax credits that are subject to conditions, milestones, appropriations, audit, suspension, and termination, and the loss or delay of these awards could materially impair our development plans.
A significant portion of our planned capital program depends on federal awards, including the $57.7 million DOE cooperative agreement for a lithium hydroxide refinery, the $10.0 million DOE award for next-generation recycling technologies, the $143.6 million DOE award for a new recycling facility, and $60.0 million of tax credits selected under the through the Qualifying Advanced Energy Project Credits program (“48C program”). These awards are reimbursement-based, are conditioned on our satisfaction of technical, commercial, cost-share, reporting, and compliance requirements, and remain subject to governmental appropriations, audit, and unilateral action. On October 9, 2025, the DOE notified us that the $57.7 million grant was terminated effective as of the end of the budget period ending August 31, 2025; we appealed, and following a series of technical and commercial reviews the award was subsequently reinstated in its entirety. As of June 30, 2026, we had invoiced only 11% of eligible reimbursements under that award, 27% under the $10.0 million award, and 1% under the $143.6 million award, and we had not recognized any amounts in respect of the 48C program tax credits. There is no assurance that these awards will not again be terminated, suspended, reduced, descoped, or delayed, that we will satisfy the applicable conditions and milestones, that we will be able to fund the required cost share, or that we will realize the tax credits, and any such outcome could require us to curtail or abandon planned projects and would adversely affect our business and financial condition.
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Our ability to source, recover, and recycle lithium-ion battery materials in an economical and efficient manner may be limited, which could affect our ability to meet market demand.
The success of our lithium-ion battery recycling operations is fundamentally dependent on our ability to secure adequate quantities of spent lithium-ion batteries and other feedstock materials of sufficient quality and at economically viable prices. The availability of feedstock is subject to numerous factors beyond our control, including the growth rate of stationary energy storage batteries, electric vehicle adoption, battery replacement cycles, consumer and commercial battery disposal practices, competition from other recycling facilities, and the development of alternative disposal or reuse methods for spent batteries.
The quality and composition of feedstock can vary significantly depending on battery chemistry, age, usage patterns, and storage conditions prior to collection. Degraded, damaged, or contaminated feedstock may yield lower recovery rates of valuable materials, require additional processing steps, or result in higher operating costs, all of which could negatively impact our profitability. Additionally, the presence of foreign materials, different battery chemistries than expected, or hazardous contaminants in feedstock could disrupt our operations, require costly remediation, or pose safety and environmental risks.
The feedstock market is still developing, and pricing mechanisms and supply contracts are not yet standardized across the industry. We may face increasing competition for feedstock from other recycling facilities, battery manufacturers seeking to secure their own supply chains, and international buyers, potentially driving up feedstock costs. Furthermore, changes in battery technology, such as the development of longer-lasting batteries or alternative battery chemistries, could reduce the availability of feedstock or alter the economics of our recycling processes. If we are unable to secure adequate quantities of suitable feedstock at economically viable prices, our recycling operations may operate below capacity or become unprofitable, which could materially adversely affect our business and financial results.
If we are unable to continue to operate our recycling facility and improve efficiency, our business could be materially harmed. Our operations depend on the continued performance and availability of our recycling facilities, as well as on securing sufficient feedstock.
Our future business depends in large part on its ability to economically and efficiently source, recycle, and recover lithium-ion battery materials (including end-of-life batteries, manufacturing scrap, and third-party black mass) and to meet the growing market demand for an environmentally sustainable, closed-loop recycling solution. Although we have commenced operations at our McCarran, Nevada facility, we will need to continue to operate this facility and improve efficiency.
While we have developed and begun to implement our proprietary recycling processes at our McCarran location, we have not yet operated at full commercial scale to consistently produce and sell battery-grade materials. It is uncertain whether we will be able to develop and sustain efficient, automated, low-cost recycling capabilities and processes, or secure sufficient reliable sources of feedstock, in a manner that allows it to meet production standards, volumes, and costs necessary to achieve its business objectives. Even if we are successful in expanding production, we may not be able to do so without delays, cost overruns, or supply chain challenges, some of which may be outside of our control.
Our ability to manage costs over time may be limited in the near term by fixed expenses associated with facility operations, while long-term cost reductions will require ongoing investment to support growth and process improvements. Any failure to scale operations and achieve production and cost targets within projected timelines could have a material adverse effect on our business, results of operations, and financial condition.
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Our ability to achieve and sustain profitability depends heavily on volatile global metal product prices—driven by global economic, political, and market factors as well as product quality and customer specifications—and unfavorable pricing could reduce revenues, hinder customer demand, and negatively impact our business value and share price.
The ability to reach and sustain profitable operations on the recycling and extraction projects, if and to the extent the projects are developed and enter full commercial operation, will be significantly affected by changes in the market price of global metal products. The market price of these products fluctuates widely and is affected by numerous factors beyond the Company’s control, including world supply and demand, pricing characteristics for alternate energy sources such as oil and gas, government policy and laws, interest rates, the rate of inflation and the stability of currency exchange rates, and other geopolitical and global economic factors. Such external economic factors are influenced by changes in international investment patterns, various political developments and macro-economic circumstances. Furthermore, the price of lithium products is significantly affected by their purity and performance, and by the specifications of end-user battery manufacturers. If the products produced from the Company’s projects do not meet battery-grade quality and/or do not meet customer specifications, pricing will be reduced from that expected for battery-grade product. In turn, the company may lose or fail to attract customers. The Company may not be able to effectively mitigate pricing risks for its products. Depressed pricing for the Company’s products will affect the level of revenue expected to be generated by the Company, which in turn could affect the value of the Company, its share price and the potential value of its properties.
A small number of customers account for a substantial majority of our revenue, and the loss of any of them, or a change in their purchasing practices, could materially reduce our revenue.
Revenue from five major customers accounted for approximately 86% of our revenue for the fiscal year ended June 30, 2026 and three major customers accounted for approximately 74% for the fiscal year ended June 30, 2025. Our sales are generally not supported by long-term, fixed-volume commitments, and our customers may reduce, delay, or discontinue purchases, seek price concessions, qualify alternative suppliers, or reject product that does not meet their specifications. The loss of, or a material reduction in purchases by, any one of these customers, or a disruption in our relationship with a significant supplier, could cause our revenue to decline materially, increase our credit exposure, and adversely affect our results of operations, financial condition, and cash flows.
Safety concerns in handling lithium-ion batteries, changes in battery chemistry or technology, slower-than-expected adoption of electric vehicles or stationary energy storage batteries, or reduced government support for critical minerals could all negatively impact our revenues and operating results.
The Company’s operations are subject to all the hazards and risks normally incidental to the exploration for, and the development and operation of, mineral properties. The Company strives to implement comprehensive health and safety measures designed to comply with government regulations and protect the health and safety of the Company’s workforce in all areas of its business. The Company also strives to comply with environmental regulations in its operations. Nonetheless, risks associated with the Company’s planned operations include fires, power outages, shutdowns due to equipment breakdown or failure, aging of equipment or facilities, unexpected maintenance and replacement expenditures, human error, labor disruptions or disputes, inclement weather, higher than forecast precipitation, flooding, shortages of water, explosions, releases of hazardous materials, landslides, earthquakes, industrial accidents and explosions, protests and other security issues, and the inability to obtain adequate machinery, equipment or labor due to shortages, strikes or public health issues such as pandemics.
We may be held responsible for the costs of remediating contamination at the site of current or former activities or at third party sites or be held liable to third parties for exposure to hazardous substances should those be identified in the future. Under the U.S. Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (“CERCLA”) and its state law equivalents, current or former owners of properties may be held jointly and severally liable for the costs of site cleanup or required to undertake, remedial actions in response to unpermitted releases of hazardous substances at such property, in addition to, among other potential consequences, liability to governmental entities for the cost of damages to natural resources, which may be significant.
We rely in part on third parties to collect, transport, and store lithium-ion battery feedstock that is regulated as hazardous material, and any accident, release, thermal event, or non-compliance in the supply chain could result in liability, penalties, and operational disruption.
We depend on third-party collectors, brokers, carriers, and storage providers to aggregate and deliver end-of-life batteries, manufacturing scrap, and black mass to our facility. Spent lithium-ion batteries and related materials are subject to extensive hazardous materials, waste, and transportation regulation, including requirements administered by the U.S. Department of Transportation and analogous state authorities, and are susceptible to thermal runaway, fire, and the release of hazardous substances during handling, packaging, transport, and storage. We do not control the operations or compliance practices of these third parties. An accident, release, fire, or regulatory violation in our inbound or outbound supply chain, or the loss of a significant logistics provider, could expose us to personal injury, property damage, remediation, and third-party claims, result in fines or the suspension of shipments, increase our insurance and freight costs, damage our reputation, and interrupt our ability to receive feedstock or deliver product.
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Our operations are subject to development and execution risks, as well as potential limitations in obtaining applicable permits and obtaining or maintaining insurance coverage.
Our operations in the United States are subject to the federal, state and local environmental, health and safety laws applicable to the reclamation of lithium-ion batteries and exploration for, and the development and operation of, mineral properties. Depending on how any particular operation is structured, our operations and related facilities will have to obtain environmental permits or approvals to operate, including those associated with, among other things, air emissions, water discharges, waste management and storage, and exploration and development of mineral properties on federal lands and related processing facilities. We may face opposition from local residents or public interest groups to the installation and operation of our facilities. Failure to secure (or significant delays in securing) the necessary approvals could prevent us from pursuing some of our planned operations and adversely affect our business, financial results and growth prospects. Additionally, there can be no certainty that current permits will be maintained, permitting changes will be approved, estimated permitting timelines will be met, estimated costs will be accurate, or additional permits or approvals required to carry out recycling, extraction and refining will be obtained. There is the risk that existing permits will be subject to challenges of regulatory administrative processes and similar litigation and appeal processes. Litigation and regulatory review processes can result in lengthy delays, with uncertain outcomes. Such issues could impact the expected timelines of the Company’s projects and consequently have a material adverse effect on the Company’s prospects and business.
While the Company maintains insurance to protect against certain risks associated with its business, insurance may not be available to insure against all risks, or the costs of such insurance may be uneconomic. The Company may also elect not to obtain insurance for other reasons. Insurance policies maintained by the Company may not be adequate to cover the full costs of actual liabilities incurred by the Company or may not be continued by insurers for reasons not solely within the Company’s control. The Company maintains liability insurance in accordance with industry standards. However, losses from uninsured and underinsured liabilities have the potential to materially affect the Company’s financial position and prospects.
Substantially all of our operations are concentrated at a single recycling facility and a single exploration-stage project in Nevada, and any casualty, natural disaster, utility interruption, or other disruption at those locations could halt production.
All of our revenue-generating operations are conducted at our recycling facility in McCarran, Nevada, and our principal mineral property interests are concentrated at the Tonopah Flats Lithium Project in Nye and Esmeralda Counties, Nevada. We do not maintain redundant processing capacity at an alternative site. A fire, thermal runaway event, explosion, equipment failure, extended power or water interruption, labor disruption, earthquake, flood, wildfire, or other casualty or force majeure event affecting these locations, or the loss of a permit or a governmental order suspending operations, could interrupt or halt production for an extended period. Our insurance may not be available on commercially reasonable terms, may not cover all losses, and may not compensate us for lost revenue or the costs of resuming operations, and any such interruption could have a material adverse effect on our business, results of operations, and financial condition.
Physical effects of climate change, including drought and constraints on water availability, and evolving climate-related disclosure and permitting requirements could increase our costs and delay our projects.
Our recycling and planned refining and mining operations require reliable access to water and power in an arid region of Nevada, and we depend on a limited portfolio of acquired water rights, including an 18.45 acre-foot annual portion of the Truckee-Carson Irrigation District and water rights purchased in the City of Fernley. Prolonged drought, reduced snowpack, changes in the administration or curtailment of water rights, extreme heat, wildfire, or severe precipitation and flooding events could restrict our operations, increase our operating and capital costs, and delay permitting and construction. In addition, federal and state climate-related disclosure, greenhouse gas, and permitting requirements continue to evolve and may impose additional compliance obligations and costs on us, and we may be subject to increased scrutiny or litigation concerning our environmental practices and the environmental benefits attributed to our products and processes. Any of the foregoing could have a material adverse effect on our business, results of operations, and financial condition.
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Declines in demand, volatility in benchmark metal prices, or shifts in the quantity and composition of lithium-ion battery feedstock available to us could materially affect our costs, revenues, and results of operations.
The Company is exposed to commodity price movements for the inventory it holds and the products it plans to produce. Commodity price risk management activities are currently limited to monitoring market prices. The Company’s future revenues, if any, are sensitive to the market prices of the metals contained in its planned products.
The Company’s projects are highly dependent on the demand for and uses of lithium-based end products. This includes lithium-ion batteries for electric vehicles, stationary energy storage systems, and other large format batteries that currently have limited market share and whose projected adoption rates are not assured. To the extent that such markets do not develop in the manner contemplated by the Company, then the long-term growth in the market for lithium products will be adversely affected. This would inhibit the potential for development of the projects, their potential commercial viability and would otherwise have a negative effect on the business and financial condition of the Company. In addition, as a commodity, lithium market demand is subject to the substitution effect in which end-users adopt an alternate commodity as a response to supply constraints or increases in market pricing. These circumstances could limit the quantity of customers and prices paid for our products. To the extent that these factors arise in the market for lithium, it could have a negative impact on overall prospects for growth of the lithium market and pricing, which in turn could have a negative effect on the Company and its projects.
We depend on the skills and experience of our senior management team and key employees. The loss of any such personnel could have a material adverse effect on our business.
The Company is concurrently overseeing the advancement of our major critical mineral projects. Working to advance these projects requires dedication of considerable time and resources by the Company and its management team. The advancement of the projects concurrently brings with it the associated risk of strains on managerial, human and other resources. The Company’s ability to successfully manage each of these processes will depend on a number of factors, including its ability to manage competing demands on time and other resources, financial or otherwise, and successfully retain personnel and recruit new personnel to support its growth and the advancement of its projects.
The Company highly values the contributions of its key personnel. The success of the Company continues to depend largely upon the performance of key officers, employees, and consultants who have advanced the Company to its current stage of development and contributed to its potential for future growth. The market for qualified talent has become increasingly competitive, with shortages of qualified talent relative to the number of available opportunities being experienced in all markets where the Company conducts its operations. The ability to remain competitive by offering higher compensation packages and programs for growth and development of personnel, with a view to retaining existing talent and attracting new talent, has become increasingly important to the Company and its operations in the current climate. Any prolonged inability to retain key individuals, or to attract and retain new talent as the Company grows, could have a material adverse effect upon the Company’s growth potential and prospects.
Additionally, the Company has not purchased any “key-man” insurance for any of its directors, officers, or key employees and currently has no plans to do so.
We may be exposed to litigation, foreclosure, or regulatory actions, any of which could adversely affect our financial condition and results.
The Company may be subject to a variety of regulatory requirements, and resulting investigations, claims, lawsuits and other proceedings in the ordinary course of its business, because of its status as a publicly traded company and because of its mining exploration and development business. Litigation related to environmental and climate change-related matters, the Company’s environmental practices, the environmental benefits of the Company’s products or services, ESG disclosure, and securities class actions arising from share price volatility is also on the rise. The occurrence and outcome of any legal proceedings cannot be predicted with any reasonable degree of certainty due to the inherently uncertain nature of litigation, including the effects of discovery of new evidence or advancement of new legal theories, the difficulty of predicting decisions of judges and juries and the possibility that decisions may be reversed on appeal. Defense and settlement costs of legal claims can be substantial, even with respect to claims that are determined to have little or no merit.
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Litigation may be costly and time-consuming and can divert the attention of management and key personnel away from day-to-day business operations. The Company and its projects are, from time to time, subject to legal proceedings or the threat of legal proceedings. If the Company were to be unsuccessful in defending any such claims against it, or unable to settle claims on a satisfactory basis, the Company may be faced with significant monetary damages, injunctive relief or other negative impacts that could have a material adverse effect on the Company’s business and financial condition. To the extent the Company is involved in any active litigation, the outcome of such matters may not be determinable, and it may not be possible to accurately predict the outcome or quantum of any such proceedings at a given time.
Geopolitical competition over critical minerals and government policies aimed at securing domestic supply chains may restrict our ability to access certain markets, partners, or suppliers, which could increase costs and limit growth opportunities.
Lithium has become central to national security strategies focused on energy independence and technological competitiveness, particularly in the context of electric vehicle adoption and renewable energy storage. The ongoing strategic competition between the United States, China, and other major powers has resulted in increased scrutiny of critical mineral supply chains, with governments implementing policies to reduce dependence on foreign sources and secure domestic supply chains. This competition may limit our ability to engage in business relationships with companies from certain countries, access international markets, or utilize the most cost-effective suppliers and partners regardless of their geographic location.
Changes in international trade policies, tariffs, or trade disputes—particularly involving major lithium-producing countries—could disrupt supply chains, increase costs, or limit market access, materially impacting our operations and profitability.
The Company’s operations and profitability may be significantly impacted by changes in international trade policies, tariffs, and trade disputes. As a lithium recycling and mining company, we may be subject to tariffs on imported equipment, raw materials, or components necessary for our operations. Additionally, retaliatory tariffs imposed by other countries could affect demand for our products or increase costs of doing business internationally. Changes in trade relationships, particularly between the U.S. and major lithium-producing countries like China, could disrupt supply chains, increase operational costs, or limit market access. The Company has limited ability to mitigate these risks, and significant changes in trade policy could materially adversely affect our business, financial condition, and results of operations.
Changes in government policies or funding priorities for critical minerals could reduce or eliminate incentives, grants, or programs we rely on, adversely affecting our operations and growth.
Government policies regarding critical minerals are subject to frequent changes based on national security priorities, supply chain assessments, and political considerations. Changes to critical minerals lists, or government funding priorities related to commercial facilities for the mining or manufacturing of critical minerals, could affect our eligibility for government incentives, grants, or preferential treatment in government procurement. The termination of existing grants or the modifications of programs such as the Defense Production Act, the Infrastructure Investment and Jobs Act, or the Inflation Reduction Act could impact available funding, tax incentives, or regulatory streamlining that we currently benefit from or expect to benefit from in the future. Additionally, changes in government priorities or budget constraints could further result in the elimination or reduction of programs that support domestic critical mineral production and processing.
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Export controls or trade restrictions on lithium, black mass, equipment, or technology could limit our market access, sourcing options, or partnerships, and create compliance conflicts across jurisdictions.
Governments may impose export controls, licensing requirements, or outright bans on the export of lithium and related materials, processing equipment, or technology. Such restrictions could limit our access to international markets for our products, prevent us from sourcing equipment or materials from certain countries, or restrict our ability to engage in technology transfer or joint ventures with foreign partners. The extraterritorial application of export controls by various countries could also create compliance conflicts where adherence to one country’s export control regime violates another’s requirements.
Mineral Resources and Reserves are estimates subject to inherent uncertainties, including geological, engineering, and economic assumptions; actual tonnage, grades, recoveries, or costs may differ materially, which could adversely affect the Company’s operations and financial results.
Mineral Resources and Mineral Reserves figures are estimates only. Estimated tonnages and grades may not be achieved if the projects are brought into production; differences in grades and tonnage could be material; and, estimated levels of recovery may not be realized. The estimation of Mineral Resources and Mineral Reserves carries with it many inherent uncertainties, of which many are outside the control of the Company. Estimation is by its very nature a subjective process, which is based on the quality and quantity of available data, engineering assumptions, geological interpretation and judgements used in the engineering and estimation processes. Estimates may also need to be revised based on changes to underlying assumptions, such as commodity prices, drilling results, metallurgical testing, production, and changes to mine plans of operation. Any material decreases in estimates of Mineral Resources or Mineral Reserves, or an inability to extract Mineral Reserves could have a material adverse effect on the Company, its business, results of operations and financial position.
Any estimates of Inferred Mineral Resources are also subject to a high degree of uncertainty and may require a significant amount of exploration work to determine if they can be upgraded to a higher confidence category. Risks associated with upgrading the Tonopah project to a higher confidence category include the accuracy of fault modeling and offset of lithium-hosting lithologies on western-side of mineral resource, the lack of project-specific lithologic density data, the accuracy of processing cost used in the pit optimization to define the resource which can potentially affect resource cut-off grades, and the large fluctuations in commodity prices which can potentially affect resource cut-off grades.
There is no assurance that economically recoverable mineral reserves exist on our properties, and even though reserves have been identified, exploration and development risks could prevent their extraction or the generation of revenue, adversely affecting our business and operations.
We cannot assure you about the existence of economically extractable mineralization at this time, nor about the quantity or grade of any mineralization we may have found. Because the probability of an individual prospect ever having reserves is uncertain, our properties may not contain any reserves and any funds spent on evaluation and exploration may be lost. Even though reserves have been confirmed on our properties, any quantity or grade of reserves we indicate must be considered as estimates only until such reserves are mined. We do not know with certainty that economically recoverable minerals exist on our properties. In addition, the quantity of any reserves may vary depending on commodity prices. Any material change in the quantity or grade of reserves may affect the economic viability of our properties. Further, our lack of established reserves means that we are uncertain about our ability to generate revenue from our operations.
Even though we have discovered a mineral reserve on one or more of our properties, there can be no assurance that they can be developed into producing mines and that we can extract those minerals. Both mineral exploration and development involve a high degree of risk, and few mineral properties that are explored are ultimately developed into producing mines.
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Evolving federal and state regulations on battery recycling and extended producer responsibility may create new compliance obligations, increase operating costs, or affect the economics of our recycling operations.
The regulatory landscape governing battery recycling and extended producer responsibility (EPR) is rapidly evolving at both federal and state levels. Many states are considering or have implemented EPR programs that require battery manufacturers to take responsibility for the end-of-life management of their products, including collection, recycling, and proper disposal. While such regulations could increase the availability of feedstock for our recycling operations, they may also impose new compliance obligations, reporting requirements, and operational standards on recycling facilities. Changes to battery transportation regulations, hazardous waste classifications, or recycling performance standards could require costly modifications to our operations or result in penalties for non-compliance. Additionally, regulations mandating specific recycling rates, recovery efficiencies, or product quality standards could affect the economics of our recycling operations.
Changes in income tax rates or laws, or disputes with tax authorities, could materially affect our results of operations and financial condition.
Changes to U.S. tax laws could adversely affect the Company or holders of the Common Shares. In recent years, many changes to U.S. federal income tax laws have been proposed and made, and additional changes to U.S. federal income tax laws are likely to continue to occur in the future.
We are subject to review and audit by U.S. federal, state, local tax authorities. Tax authorities may disagree with or challenge tax positions we take, which if successful could harm our business. We may be subject to additional tax liabilities due to changes in non-income based taxes resulting from changes in federal, state or local tax laws, changes in taxing jurisdictions’ administrative interpretations, decisions, policies, and positions, results of tax examinations, settlements, or judicial decisions, changes in accounting principles, changes to our business operations, including acquisitions, as well as the evaluation of new information that results in a change to a tax position taken in a prior period. In the future, the company may also be subject to foreign jurisdictions where tax law changes may pose a similar risk.
If we fail to adequately protect our intellectual property, or if third parties assert claims of infringement against us, we could face significant costs, potential damages, and restrictions on our ability to use certain technologies.
The Company relies on the ability to protect its intellectual property rights and depends on patent, trademark and trade secret legislation to protect its proprietary know-how. There is no assurance that the Company has adequately protected or will be able to adequately protect its valuable intellectual property rights or will at all times have access to all intellectual property rights that are required to conduct its business or pursue its strategies, or that the Company will be able to adequately protect itself against any intellectual property infringement claims. There is also a risk that the Company’s competitors could independently develop similar technology, processes or know-how; that the Company’s trade secrets could be revealed to third parties; that any current or future patents, pending or granted, will be broad enough to protect the Company’s intellectual property rights; or, that foreign intellectual property laws will adequately protect such rights. The inability to protect the Company’s intellectual property could have a material adverse effect on the Company’s business, results of operations and financial condition. Additionally, the applied science industry is characterized by frequent allegations of intellectual property infringement. Though we do not expect to be subject to any of these allegations, any allegation of infringement could be time consuming and expensive to defend or resolve, result in substantial diversion of management resources, cause suspension of operations or force us to enter into royalty, license, or other agreement, rather than dispute the merits of such allegation. If patent holders or other holders of intellectual property initiate legal proceedings, we may be forced into protracted and costly litigation. We may not be successful in defending such litigation and may not be able to procure any required royalty or license agreements on acceptable terms or at all.
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Despite mitigation measures, increasing cybersecurity threats and potential attacks could compromise our systems, disrupt operations, expose sensitive data, and materially and adversely impact the Company’s business.
Threats to information technology systems associated with cybersecurity risks and cyber incidents or attacks continue to grow and evolve in terms of severity and sophistication, particularly with the increase in remote work that began during the COVID-19 pandemic. A cybersecurity attack has the potential to compromise the business, financial and other systems of the Company, and could go unnoticed for some time. Risks associated with cybersecurity threats include, among other things, loss of intellectual property, disruption of business operations and safety procedures, loss or damage to worksite data delivery systems, privacy and confidentiality breaches, and increased costs and time to prevent, respond to or mitigate cybersecurity incidents. The Company has implemented a cybersecurity policy and provided training to its personnel as mitigation measures. System and network maintenance, upgrades and similar best practices are also followed. However, despite these measures, the occurrence of a significant cybersecurity incident could have a material adverse effect on the Company’s business and result in a prolonged disruption to it.
A recently-issued federal directive may prevent us from exporting black mass to foreign customers, which would materially adversely affect our revenue, results of operations, financial condition, and ability to fund ongoing operations.
A recently-issued federal directive (the “Directive”), which became effective on August 27, 2026, essentially prohibits the export of black mass by any domestic company from the United States, unless an exception or adjustment is obtained from the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”). The Directive will remain in effect for approximately one year from the date of publication. Sales of black mass represent the majority of the Company’s total revenue, and substantially all of its current black mass customers are located outside the United States in OECD countries. The Company has submitted a request to BIS for an exception from the Directive’s domestic allocation requirement and is actively engaging with Congressional representatives, government affairs advisors, and other stakeholders regarding this matter, but it cannot predict the outcome of these efforts. There can be no assurance that the Company’s request for an exception will be granted, that any exception will be granted on terms that are commercially favorable to the Company, or that any exception will be granted within a timeframe that avoids material disruption to its business and operations. If the Company is unable to obtain an exception or other relief from the Directive, or if any exception is subject to conditions that are commercially impracticable, the Company may be unable to sell black mass to all of its foreign customers. The loss of its foreign black mass sales revenue would have a material adverse effect on the Company’s revenue, results of operations, financial condition, cash flows, and ability to fund ongoing operations and growth initiatives. The Company may be required to seek alternative income sources, reduce operating costs, or pursue additional financing. Additionally, even if the Company is able to identify and develop domestic customers for black mass over time, such development efforts may take considerable time, and the terms of domestic sales may be significantly less favorable than existing international arrangements. See Note 19, “Subsequent Events,” to the consolidated financial statements.
Risks Relating to Ownership of Our Securities
We may issue additional equity securities in the future without seeking shareholder approval. Any such issuance could dilute existing ownership and potentially place downward pressure on the market price of our common shares. In addition, the interests of our directors and executive officers may not always align with those of other shareholders.
We may issue additional common shares or other equity securities in the future in connection with capital raises, acquisitions, repayment of indebtedness, or grants under the Company’s 2021 Retention Plan (“the Retention Plan”), in many cases without shareholder approval. We are actively exploring financing options and strategic alternatives, and any fundraising through equity or convertible debt could result in significant dilution to existing shareholders. In addition, newly issued securities may have rights, preferences, or privileges senior to those of our common shares.
We may issue common shares upon conversion, redemption, or exercise of related equity securities. We may also issue common shares upon the exercise of outstanding warrants.
The issuance of additional equity securities could:
| ● | decrease our existing shareholders’ ownership percentage; | |
| ● | reduce the amount of cash available per share, including for potential future dividends; | |
| ● | diminish the relative voting strength of previously outstanding shares; and | |
| ● | negatively affect the market price of our common shares. |
Our common shares have experienced and may continue to experience significant volatility, and the trading price of our common shares may decline regardless of our operating performance.
The market price of the stock of a publicly traded company is affected by a number of variables, many of which are outside the Company’s control. Such factors include: the general condition of markets for resource stocks, and particularly for stocks of lithium exploration and development companies and other battery-metals stocks; the general strength of the economy; the availability and attractiveness of alternative investments; analysts’ recommendations and their estimates of financial performance; investor perception and reactions to disclosures made by the Company, and by the Company’s competitors; future securities sales; reputational risks of the Company; and the breadth of the public markets for the stock. Investors could suffer significant losses if the Company’s common stock is depressed or illiquid when an investor seeks liquidity.
We have identified material weaknesses in our internal controls over financial reporting (ICFR). If we fail to remediate the weaknesses and establish effective controls, our business, operating results, and the market price of our shares could be materially adversely affected.
Our reporting obligations as a public company place a significant strain on our management, operational and financial resources and systems. Because we failed to maintain an effective system of internal control over financial reporting, we could experience delays or inaccuracies in our reporting of financial information, or non-compliance with the SEC, reporting and other regulatory requirements. This could subject us to regulatory scrutiny and result in a loss of public confidence in our management, which could, among other things, cause our stock price to drop.
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Compliance with the regulatory requirements applicable to U.S. domestic issuers is expected to require considerable time, cost, and resources.
As a public reporting company, we are subject to the information and reporting requirements of the Exchange Act, and other federal securities laws, rules and regulations. Complying with these laws and regulations requires more time and attention from our Board of Directors and management and requires additional employees compared to a privately-held company. In addition, the costs of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC, furnishing audited reports to stockholders, maintaining more comprehensive compliance functions, policies and procedures, and corporate governance, are greater than that of a privately-held company.
If we fail to satisfy the continued listing requirements of The Nasdaq Stock Market, our common stock could be delisted, which would reduce liquidity and could impair our ability to raise capital.
Our common stock is listed on The Nasdaq Capital Market under the symbol “ABAT.” To maintain that listing we must satisfy continued listing standards, including minimum bid price, stockholders’ equity or market value, publicly held shares, market maker, and corporate governance requirements. Our share price has been volatile, and we rely substantially on equity issuances to fund our operations. If we fail to satisfy any applicable standard and are unable to regain compliance within any cure period, our common stock could be suspended or delisted. Delisting would likely reduce the liquidity and market price of our common stock, limit the willingness of institutional investors and market makers to trade in our securities, impair our eligibility to use short-form registration statements and our at-the-market program, and make it more difficult and more expensive for us to raise capital.
We do not currently intend to pay dividends on our common shares and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common shares.
The Company has not paid dividends on its Common Shares since incorporation. The Company anticipates that it will retain its earnings and other cash resources for future operations and the ongoing development of its business. As such, the Company does not intend to declare or pay any cash dividends in the foreseeable future. Payment of any future dividends is solely at the discretion of the Board, which will consider many factors including the Company’s operating results, financial condition and anticipated cash needs.
We may be required to record asset write-downs, impairments, restructurings, or other charges, any of which could materially and negatively impact our financial condition, operating results, and share value.
We make certain accounting estimates and projections in connection with our impairment analysis for long-lived assets in accordance with applicable accounting guidance. An impairment charge may be required if the impairment analysis indicates that the carrying value of an asset exceeds the sum of the expected undiscounted cash flows of the asset. The projection of future cash flows used in this analysis requires the use of judgment and a number of estimates and projections of future operating results. If actual results differ from Company estimates, additional charges for asset impairments may be required in the future. If impairment charges are significant, our financial results could be negatively affected.
Provisions of our charter documents, our authorized but unissued preferred stock, and Nevada law could delay or prevent a change of control and may depress the market price of our common shares.
Our amended and restated articles of incorporation authorize 1,666,667 shares of preferred stock issuable in one or more series, and our Board of Directors is authorized to fix the voting rights, designations, preferences, and other terms of each series without stockholder approval. The issuance of preferred stock with voting or other rights senior to our common stock could adversely affect the voting power and other rights of holders of our common stock and could have the effect of delaying, deferring, or preventing a change of control of the Company or the removal of existing management. In addition, we are a Nevada corporation and are subject to Nevada statutes governing combinations with interested stockholders and the acquisition of controlling interests, which may further discourage, delay, or prevent a transaction that stockholders might otherwise consider favorable, including a transaction at a premium to the then-current market price of our common shares.
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Item 1B. Unresolved Staff Comments
Not applicable.
Item 1C. Cybersecurity
We
have processes in place for assessing, identifying, and managing material risks from cybersecurity threats, including potential unauthorized
occurrences on or through both our physical systems and electronic information systems, that could adversely affect the confidentiality,
integrity, or availability of our information systems or the information residing on those systems. These include a wide variety of mechanisms,
controls, technologies, methods, systems, and other processes that are designed to prevent, detect, or mitigate data loss, theft, misuse,
unauthorized access, or other security incidents or vulnerabilities affecting the data. The data include confidential, proprietary, and
business and personal information that we collect, process and store as part of our business, including on behalf of
As part of our risk management process, we conduct application security assessments, vulnerability management, and ongoing risk assessments. We also maintain a variety of incident response plans that are utilized when incidents are detected. We are implementing a plan to require employees with access to information systems, including all corporate employees, to undertake data protection and cybersecurity training and compliance programs at least annually.
We have a unified and centrally coordinated team, led by our Chief Operating Officer, that is responsible for implementing and maintaining centralized cybersecurity and data protection practices at the Company in close coordination with senior leadership and other teams across the Company. In addition, we also engage assessors, consultants, auditors, or other third parties to assist with assessing, identifying and managing cybersecurity risks.
Our cybersecurity risks and associated mitigations are evaluated by senior leadership, including as part of our risk assessments that are reviewed by the Board of Directors.
The
For
additional information regarding risks from cybersecurity threats that have
Item 2. Properties
The Company is engaged in the operation of a critical mineral recycling facility to recycle end-of-life lithium-ion batteries, the design and construction of a second recycling facility for the recycling of lithium-ion batteries, and in the development and construction of a mine and refinery for the manufacturing of high-purity lithium from its lithium-bearing claystone unpatented mining claims. To do so, the Company owns or holds long-term leases on multiple properties, all located within the United States, along with leases on laboratory facilities that support our research and development functions. In addition, the Company holds rights to certain assets, which facilitate the effective use of our properties. We believe that all of our properties and facilities are well maintained, effectively used, and are adequate for operating our business. Information regarding significant properties operated by us is outlined below.
Corporate Headquarters
The Company currently leases executive offices located at 100 Washington Street, Suite 100 in Reno, Nevada, USA. The office space consists of approximately 5,831 square feet and the lease expires November 30, 2027.
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Critical Mineral Recycling Operations
McCarran, Nevada – Recycling Facility
The Company purchased a facility in August 2023 to implement its internally-developed critical mineral recycling technologies in the Tahoe-Reno Industrial Center, located at 2500 Peru Drive, McCarran, Nevada. The facility houses the Company’s first-of-kind integrated battery recycling system which utilizes a strategic de-manufacturing and targeted chemical extraction train to recover domestic critical minerals with high yields, low cost, and with a low impact footprint. These processes are fundamentally different than conventional methods of battery recycling, which utilize high temperature furnaces, such as smelters, or non-strategic shredding or grinding systems.
As the Company ramps up operations of its integrated recycling processes, the facility is being commissioned in phases. The first phase is currently installed and is operated, which mechanically processes battery materials into products including copper, aluminum, steel, a lithium intermediate, and a black mass intermediate material. In the second phase, this lithium intermediate will be further refined into a battery grade lithium hydroxide product, and the black mass intermediate material will be further refined into battery grade nickel, cobalt, manganese, and lithium hydroxide products.
McCarran, Nevada – Recycling Storage Facilities
On June 28, 2021, the Company purchased approximately 13.87 acres of industrial-zoned land in McCarran, Nevada. The Company utilizes this property for the storage of feedstock, products, and other materials.
On January 14, 2026, the Company purchased approximately 5.76 acres of industrial-zoned land in McCarran, Nevada. The Company intends to utilize this property for supplemental storage of feedstock, product, and other materials.
Fernley, Nevada – Recycling Facility
On August 14, 2020, the Company purchased approximately 12.44 acres of undeveloped industrial land in Fernley, Nevada in a Qualified Opportunity Zone. The Company began construction of a recycling facility before prioritizing the new location in McCarran, Nevada.
On June 30, 2025, the Company classified this land and a partially constructed facility at this Fernley, Nevada location as assets held for sale. On July 28, 2025, a potential buyer for such property terminated the purchase agreement governing such proposed sale. During fiscal year 2026, the Company is making improvements to the property, including working towards securing the final certificate of occupancy and completing additional upgrades. The property, with a carrying value of approximately $7.0 million, was reclassified into property and equipment as construction in progress during the fiscal year ended June 30, 2026.
Water Rights
The Company purchased water rights in the City of Fernley, Nevada for $3.8 million. The Company allocated approximately $0.1 million of water rights to the Company’s Fernley plant.
The Company’s acquisition of the commercial-scale battery recycling facility at the Tahoe-Reno Industrial Center included water rights valued at $0.8 million and are described as an 18.45 acre-foot/year portion of the Truckee-Carson Irrigation District, Serial Number 1081-A-1.
These have an unlimited useful life upon assignment to a property through use of a will-serve, which has no expiration date.
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Laboratory Facilities
To support the development of both its critical mineral recycling and claystone-to-lithium technologies, the Company operates out of two laboratory facilities:
Nevada Center for Applied Research - Reno, Nevada
The Company leases laboratory and office space from the University of Nevada, Reno. As of June 30, 2026, the Company occupies 2,889 square feet at the Nevada Center for Applied Research (“NCAR”). The laboratory space is used to advance the Company’s in-house, first-of-kind developed battery metals extraction technologies for both the recycling of spent batteries and for the manufacturing of primary battery metals from domestic-based resources.
Greentown Labs - Somerville, Massachusetts
The Company is a member of and occupies space in Greentown Labs, which is the largest clean technology incubator in North America. The Company has access to both desk and lab space at the facility. The Company was afforded this opportunity by winning the Greentown Labs Circularity Challenge, an accelerator program for start-ups developed in partnership with BASF, one of the world’s leading chemical companies.
Tonopah Flats Lithium Project (“TFLP”)
Property Area and Claim Type
The area where Tonopah Flats Lithium Project (“TFLP”) is located is known for its unique sedimentary claystone resources. The Tonopah Flats property consists of 631 unpatented Federal lode mining claims covering approximately 13,037 acres and is centered at 38.1099° North Latitude and 117.3479° West Longitude. The Company owns 100% of the claims comprising the Tonopah Flats property. Ownership of the unpatented mining lode claims is in the name of the holder (locator), subject to the paramount title of the United States of America. Under the Mining Law of 1872, the locator has the right to explore, develop, and mine minerals on unpatented mining lode claims without payments of production royalties to the U.S. government. The 631 unpatented lode claims include rights to all locatable subsurface minerals.
The project is located approximately seven miles northwest of Tonopah in Esmeralda and Nye Counties, Nevada and is intersected by Highway 6. The project has other necessary infrastructure nearby including access to power, additional road access, and water. In addition, there is an available workforce in Tonopah and the surrounding area.
On September 1, 2021, the Company signed an exploration agreement with 1317038 Nevada Ltd., which gave the Company exclusive access to explore 305 Unpatented Lode Claims in the Tonopah Mining District (“Tonopah Flats”) in Nye and Esmeralda Counties, Nevada. The agreement gave the Company the right to explore the claims for critical battery materials. The agreement also gave the Company the option to purchase the Claims upon expiration of the exploration agreement. The Company completed its preliminary surface sampling of the property in February 2022 and proceeded with an exploration drilling program. In July 2022, the Company exercised the option to acquire the rights to those claims. In addition to signing the exploration agreement mentioned above, the Company also staked additional claims in the region surrounding the claims included in the agreement.
The TFLP is one of the largest identified lithium resources in the United States, and in September 2025 the Company published a Pre-Feasibility Study (“PFS”) (full report available at; https://americanbatterytechnology.com/wp-content/uploads/ABTC_Pre-FeasibilityStudy_2025.pdf) that details inferred, indicated, and measured resources and proven and probable reserves at this property, as well as the technical and financial roadmap for bringing the associated lithium mine and lithium hydroxide monohydrate (“LHM”) refinery to commercialization. This PFS has estimated that the TFLP contains approximately 21.3 million tonnes LHM resource, with 2.7 million tonnes of LHM further classified as proven and probable reserves. The total processing costs for manufacturing this battery grade LHM is projected to be $4,307 per tonne LHM. Inferred, indicated, and measured resources have lower levels of geological confidence than proven and probable reserves, and in certain cases may not be considered when assessing the economic viability of a mining project.
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In June 2025, the TFLP was selected by the National Energy Dominance Council and the FAST-41 Permitting Council as a Transparency Priority Project for streamlined federal permitting. This designation highlights the project’s role in advancing domestic critical mineral lithium production and supporting U.S. energy independence. In August 2025, the TFLP was further approved by the FAST-41 Permitting Council as a Covered Priority Project, which provided additional resources to streamlining the permitting efforts for this project. The project is featured on the FAST-41 Permitting Dashboard.
TFLP Exploration and Geotechnical Drilling
To date there have been several drill programs conducted at the TFLP consisting of a total of 38 exploration and/or geotechnical drill holes. The 2025 drill program was initiated to further inform the Mine Plan of Operations and provide geotechnical data for pit slope stability and waste rock storage facilities. Drillholes TF25-GT1 through TF25-GT8 were drilled by True North Drilling (“True North”) of San Tan Valley, Arizona between January 2025 and February 2025. Total footage for this program was 2,056.5 meters in eight holes.
The holes were advanced utilizing a Torque Drill TD9000D track-mounted rig by conventional wireline core drilling methods using 3 m, HQ diameter equipment. Water was injected continuously during drilling. Each drillhole collar location was recorded with a survey grade GPS RTK unit accurate to 1 cm. Holes were drilled at angles ranging from –80 to -60 degrees and ranged from 233 to 300 m in depth. Various downhole surveys were collected during this program. A map of the eight drillholes is shown below.
True North recovered core on 3 meter runs unless broken ground or difficult drilling conditions made shorter runs necessary. The drillers stored all recovered core in wax-coated core boxes. The drillers recorded drill-run lengths and recoveries on wooden blocks placed between runs in the core boxes. Redrilled or reamed core was identified by the drillers and that information relayed to the onsite geologists.
Core boxes were transported daily by the drillers or ABTC staff to the secure core logging facility in Tonopah. ABTC geologists logged the core, recording core recovery, rock quality designation, lithology, rock alteration, veining, and geological structures. The core was also logged by Barr Engineering Co. engineers for geotechnical analysis and select samples taken for laboratory analysis, and after logging but before splitting, geologists or technicians sprayed the whole core with water and photographed it.
ABTC geologists or technicians saw-split the drill core at a workstation at the core logging facility. One half-core was retained for reference. The other half-core was bagged and labeled for analysis and was prepared for transport to the laboratory.
| Phase of Drilling | Core Holes | Sonic Holes | Meters | |||||||||
| January 19 – February 16, 2025 | 8 | 2,056.5 | ||||||||||
| April 30 – May 3, 2025 | 6 | 86.6 | ||||||||||
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Mineral Resource Estimate
The mineral resources for Tonopah Flats described and tabulated in the PFS are classified as Measured, Indicated, and Inferred in accordance with SK-1300 and were estimated to reflect potential open-pit extraction. These resources were constrained with an optimization and cutoff grade satisfactory to meet the requirement of reasonable prospects for economic extraction. The pit shells created using these optimization parameters were further constrained to limit the project resources to a grade of 300ppm within claystone only, which was done as a conservative measure to avoid extremely low cutoff grades despite economics. It should be noted that without the grade constraint, the resulting pit shell using these parameters would be larger than has been used for the resources reported herein.
Tonopah Flats Lithium Project – Lithium Mineral Resources Estimate
as of End of Fiscal Year Ended June 30, 2026
| Classification | Claystone (kTonnes) | Grade Lit (ppm) | Lithium (kTonnes) | LHM (kTonnes) | ||||||||||||
| Measured | 1,126,772 | 876 | 978 | 5,976 | ||||||||||||
| Indicated | 2,534,419 | 639 | 1,620 | 9,799 | ||||||||||||
| Measured and Indicated | 3,661,191 | 712 | 2,607 | 15,767 | ||||||||||||
| Inferred | 2,151,226 | 423 | 911 | 5,508 | ||||||||||||
| a) | The estimate of mineral resources was completed by ABTC and Dahrouge | |
| b) | The effective date of the mineral resource estimate is September 4, 2025. The qualified person(s) who prepared the estimate are Daniel R. Palo (Barr Engineering Co.), Jeffrey Woods (Woods Process Services, LLC), and Jacob Anderson (Dahrouge Geologic Consulting Ltd.). | |
| c) | Tonopah Flats resources are classified as Measured, Indicated, and Inferred | |
| d) | Mineral resources comprised all model blocks at a 300 parts per million (ppm) tonne Li cut-off that lie within an optimized pit | |
| e) | Lithium hydroxide monohydrate (LHM) tonnes were calculated using a factor of 6.0459 | |
| f) | Mineral resources that are not mineral reserves do not have demonstrated economic viability | |
| g) | Mineral resources potentially amenable to open pit mining methods are reported using a lithium hydroxide monohydrate price | |
| h) | of US$22,000/t, assumed metallurgical recoveries of 48% for Li, mining costs of US$2.70/t mined, processing costs of | |
| i) | US$7.50/t processed, minimum grade of 300 ppm lithium within claystone, and general & administrative costs of US$0.83/t | |
| j) | processed, and a 45,000-tpd processing rate. | |
| k) | Rounding may result in apparent discrepancies between tons, grade, and contained metal content |
ktonnes = kilotonnes
LHM = lithium hydroxide monohydrate
ppm = parts per million
Mineral Reserves Estimate
In addition to its mineral resources, the TFLP also contains classifications of mineral reserves that are tabulated in the PFS as Proven and Probable, in accordance with SK-1300, and were estimated to reflect potential open-pit extraction. These reserves were constrained with an optimization and cutoff grade satisfactory to meet the requirement of reasonable prospects for economic extraction. The pit shells created using these optimization parameters were further constrained to limit the project resources to a grade of 300ppm within claystone only, which was done as a conservative measure to avoid extremely low cutoff grades despite economics.
Tonopah Flats Lithium Project – Lithium Mineral Reserves Estimate
as of End of Fiscal Year Ended June 30, 2026
| Classification | Claystone (kTonnes) | Grade Lit (ppm) | Lithium (kTonnes) | LHM (kTonnes) | ||||||||||||
| Proven | 175,515 | 920 | 161 | 979 | ||||||||||||
| Probable | 384,333 | 753 | 289 | 1,754 | ||||||||||||
| Proven and Probable | 559,848 | 805 | 451 | 2,733 | ||||||||||||
Capital and Operating Costs
Mining and refining operating costs were estimated and presented in the PFS. The mining operating costs were itemized by mining, ore handling, tails handling, and backfill costs. The refining operating costs were itemized by energy, chemical consumables, and labor.
Net operating costs are estimated to be $15.45/ton processed or $5,720 per ton of LHM. The life of mine operating cost summary is presented in the table below.
| Overview of Mining Operating Costs | ||||||||||||
K USD LOM Cost | $/tonne Processed | $/tonne LHM | ||||||||||
| Mining Cost | $ | 2,328,377 | $ | 4.16 | $ | 1,775 | ||||||
| Ore Handling | $ | 281,320 | $ | 0.50 | $ | 214 | ||||||
| Tails Handling | $ | 260,758 | $ | 0.47 | $ | 199 | ||||||
| Backfill Cost | $ | 376,902 | $ | 0.67 | $ | 287 | ||||||
| Total Mining Cost | $ | 3,247,357 | $ | 5.80 | $ | 2,475 | ||||||
| Overview of Refining Operating Costs | ||||||||||||
K USD LOM Cost | $/tonne Processed | $/tonne LHM | ||||||||||
| Energy Cost | $ | 3,773,473 | $ | 6.74 | $ | 2,877 | ||||||
| Labor Cost | $ | 678,351 | $ | 1.21 | $ | 517 | ||||||
| Chemical Consumables | $ | 1,197,184 | $ | 2.14 | $ | 913 | ||||||
| Total Refining Cost | $ | 5,649,008 | $ | 10.09 | $ | 4,307 | ||||||
ABTC and Barr created a cash-flow model based on the production schedule and resulting revenue stream in accordance with the costs presented. Only Measured and Indicated mineral resources were used to create the revenue stream. The PFS limits the TFLP to a mine life of 45 years for approximately 599.8 Mt with an average of 805 ppm Li grade processed and a total recovery including beneficiation, extraction, and refining of 48%. With $2.0 billion in initial capital costs, processing costs of $4,307/t of LHM, overall operating costs of $6,994/t of LHM produced, and average production of 30,000 tpa of LHM, this project is estimated to have a $2.57 billion after-tax net present value (NPV) at an 8% discount rate. At a discount rate of 10%, the after-tax net NPV is $1.75 billion. The project has a 21.8% Internal Rate of Return (IRR) and 7.5-year payback of initial capital. Mineral resources that are not categorized as reserves do not have demonstrated economic viability.
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Mineral Rights and Annual Property Holding Costs
Ownership of the unpatented mining lode claims is in the name of the holder (locator), subject to the paramount title of the United States of America, under the administration of the U.S. Bureau of Land Management (“BLM”). Under the Mining Law of 1872, which governs the location of unpatented mining lode claims on federal lands, the locator has the right to explore, develop, and mine minerals on unpatented mining lode claims without payments of production royalties to the U.S. government, and subject to the surface management regulation of the BLM. The 631 unpatented lode claims include rights to all locatable subsurface minerals. Currently, annual claim-maintenance fees of $200 per claim are the only Federal payments related to unpatented mining lode claims. The annual property holding costs, including claim fees and county recording fees total $134,108 which include Annual Federal Claim Fees of $126,200 and Annual County Recording Fees for Notice of Intent to Hold of $7,908. Surface rights sufficient to explore, develop, and mine on the unpatented mining lode claims are inherent to the claims as long as the claims are maintained in good standing. The surface rights are subject to all applicable state and federal environmental regulations.
Significant Encumbrances and Permitting
The Tonopah Flats property is owned 100% by the Company with no significant encumbrances or agreements such as leases, options, or purchase payments known and there are no royalties associated with the property. Tonopah Flats is an exploration stage property and is currently operated as a mid-stage project with studies advancing for mineral resources, metallurgy and processing, engineering and economics, and environmental permitting. Key BLM permits and bonding for these activities are in place and include:
| ● | BLM Notice of Operations NVN-100850 | |
| ● | The reclamation bonds associated with the above activities are: |
| ○ | Exploration Bond #4969389 current obligation - $59,646 |
The BLM Nevada State Office currently holds BLM cash bond number 4969389 with the Company as principal, in the amount of $59,646. The bond provides surface reclamation coverage for operations conducted by the Company at the Tonopah Flats property. The total projected surface disturbance for the exploration permits as of June 30, 2026 is approximately 4.98 acres. The Company is currently in compliance with all issued permits.
Internal Controls
We have internal controls for reviewing and documenting the information supporting the exploration, describing the methods used, and ensuring the validity of the results. These internal control processes were not materially impacted by the adoption of S-K 1300. Information that is utilized to conduct exploration is prepared and certified by appropriate QPs and is subject to our internal review process, which includes review by a QP. The QP and management agree on the reasonableness of the criteria for the purposes of the exploration. Calculations using these criteria are reviewed and validated by the QP. We recognize the risks inherent in exploration, such as the geological complexity, interpretation and extrapolation of data, changes in operating approach, macroeconomic conditions and new data, among others. Overestimated resources resulting from these risks could have a material effect on future profitability.
Item 3. Legal Proceedings
We may be involved in certain routine legal proceedings from time to time before various courts and governmental agencies. We regularly review legal proceedings and record provisions for claims considered probable of loss and when such loss is reasonably estimable. The resolution of these pending routine proceedings is not expected to have a material effect on our operations or consolidated financial statements; however, we cannot predict the final disposition of such proceedings. To the extent that previously disclosed, pending proceedings are no longer described herein, such pending proceedings are no longer regarded as material.
Item 4. Mine Safety Disclosures
Our company is engaged in exploration activities that currently do not require a Mine Safety and Health Administration ID. We employ Best Management Practices in regard to our employee and contractor’s safety.
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PART II
Item 5. Market for Common Equity and Related Stockholder Matters
Market Information
Our common stock is listed on The Nasdaq Capital Market under the trading symbol “ABAT”.
Holders
As of September 8, 2026, we had approximately 116 shareholders of record, including our directors and officers .
Dividends
We have never declared or paid any cash dividends on our common stock. We currently intend to retain all available funds and any future earnings to support our operations and finance the growth and development of our business. We do not intend to pay cash dividends on our common stock for the foreseeable future. Any future determination related to the Company’s dividend policy will be made at the discretion of our Board of Directors.
ITEM 6. Reserved.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.
Forward-Looking Statements
You should read the following discussion of our financial condition and results of operations in conjunction with the consolidated financial statements and the notes thereto included elsewhere in this Form 10-K. The information in this discussion contains forward-looking statements and information within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements include, but are not limited to, statements concerning our strategy, future operations, future financial position, future revenues, projected costs, prospects and plans and objectives of management. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation, the risks set forth in our filings with the SEC. The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements except as required by applicable securities laws.
Overview
American Battery Technology Company (the “Company”, “ABTC”, “we” and “us”) is an integrated critical minerals manufacturing company that is working to increase the domestic U.S. production of critical minerals, such as lithium, nickel, cobalt, manganese, copper, aluminum, and graphite through its exploration of new primary resources of critical minerals, the development and commercialization of new technologies for the extraction of these critical minerals from primary resources, and the commercialization of an internally developed integrated process for the recycling of lithium-ion batteries. Through this three-pronged approach the Company is working to both increase the domestic production of these critical minerals and to ensure that as these materials reach their end of life, the constituent elemental critical minerals are returned to the domestic manufacturing supply chain in a closed-loop fashion.
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To implement this business strategy, the Company has constructed and is operating its first integrated lithium–ion battery recycling facility, which takes in waste and end–of–life battery materials from the electric vehicle, battery energy storage system (“BESS”), consumer electronics industries, and manufactures several types of recycled products and byproducts. The ramp-up and operation of this facility remain top priorities, and the Company has significantly expanded resources to support its development. These efforts include hiring additional technical staff, expanding laboratory facilities, and purchasing equipment. As a result, the Company generated its first revenue in the fourth quarter of fiscal year 2024 and has achieved continued growth in production volumes and revenue through June 30, 2026.
The development and demonstration of these recycling technologies was supported by a competitively awarded grant from the U.S. Advanced Battery Consortium, which consists of General Motors, Ford Motor Company, Stellantis NV, and the US Department of Energy. The continued expansion of this facility is also supported by a competitively awarded $19.5 million investment tax credit awarded by the U.S. Department of Energy and administered by the U.S. Internal Revenue Service through the 48C program. ABTC was selected for an additional $10.0 million competitively awarded grant by the U.S. Department of Energy to demonstrate, optimize, and construct commercial implementations of ABTC’s next generation of advanced critical mineral separations and processing manufacturing technologies.
With the successful operations of ABTC’s first critical mineral recycling facility with a design processing rate of approximately 20,000 tonnes per year, ABTC was awarded a competitive $150 million grant from the U.S. Department of Energy to support the construction of a second critical mineral recycling facility with a processing rate of 100,000 tonnes per year. The construction of this second facility is also supported by a competitively awarded $40.5 million investment tax credit awarded by the U.S. Department of Energy and administered by the U.S. Internal Revenue Service through the 48C program. ABTC has been performing due diligence on several prospective locations for this second facility throughout the southeastern US.
In addition to its critical mineral recycling facilities, ABTC is also developing TFLP, one of the largest identified lithium resources in the United States. In September 2025, ABTC published a Pre-Feasibility Study (PFS) for this project that details the inferred, indicated, and measured resources and proven and probable reserves at this claystone property, as well as the technical and financial roadmap for bringing the associated lithium mine and lithium hydroxide monohydrate (LHM) refinery to commercialization. This PFS has estimated that the TFLP contains approximately 21.3 million tonnes LHM resource, with 2.7 million tonnes of LHM further classified as proven and probable reserves (Inferred, indicated, and measured resources have lower levels of geological confidence than proven and probable reserves, and in certain cases may not be considered when assessing the economic viability of a mining project). The total processing costs for manufacturing this battery grade LHM is projected to be $4,307 per tonne LHM.
To demonstrate the performance of ABTC’s internally-developed claystone-to-lithium hydroxide technologies, ABTC was awarded a competitive $2.3 million grant from the U.S. Department of Energy to construct and operate a multi-tonne per day integrated demonstration facility. ABTC has constructed and operated this demonstration facility and processed tonne-level quantities of claystone from ABTC’s claystone property near Tonopah, Nevada, and manufactured high-purity battery grade lithium hydroxide product that has been delivered to global customers for evaluation and qualifications.
ABTC is currently developing a mine and refinery at the TFLP for the manufacturing of 30,000 tonnes of high purity critical mineral lithium hydroxide per year. In October 2022, ABTC was selected for a competitively awarded $58 million grant from the U.S. Department of Energy to support the construction of the first 5,000 tonnes lithium hydroxide per year processing train at this facility.
In October 2025, the DOE notified the Company that the $57.7 million cooperative agreement for the lithium hydroxide refinery was terminated. The Company appealed, and following a series of technical and commercial reviews, the DOE reinstated the award in its entirety in January 2026, with no change to funds awarded or to technical and commercial milestones. The temporary termination and reinstatement did not result in a material change to the Company’s project timeline or capital program. See Note 5 to the consolidated financial statements.
As this prospective mine and refinery are located on land managed by the U.S. Bureau of Land Management (BLM), ABTC works closely with the federal government on the permitting, design, and operations of this facility. In June 2025, ABTC’s TFLP was selected by President Trump’s National Energy Dominance Council (NEDC) and the FAST-41 Permitting Council as a Transparency Priority Project. This designation highlights the project’s role in advancing domestic critical mineral lithium production and supporting U.S. energy independence. In August 2025, the TFLP was further approved by the FAST-41 Permitting Council as a Covered Priority Project, which provided additional resources to streamlining the permitting efforts for this project.
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Fiscal Fourth Quarter 2026 Financial Highlights:
| ● | Revenue was $8.2 million for the three months ended June 30, 2026, as compared to $2.8 million for the three months ended June 30, 2025. | |
| ● | Total cost of goods sold was $6.9 million for three months ended June 30, 2026, compared to $5.3 million for the three months ended June 30, 2025. Cost of goods sold for the three months ended June 30, 2026 included non-cash items, of depreciation of $0.7 million and stock-based compensation of $0.2 million. Excluding these non-cash items cash cost of goods sold (a non-GAAP measure) for the three months ended June 30, 2026 was $6.0 million. Cost of goods sold for the three months ended June 30, 2025 included non-cash items of depreciation of $1.0 million and stock-based compensation of $0.2 million. Excluding these non-cash items, cash cost of goods sold (a non-GAAP measure) for the three months ended June 30, 2025 was $4.1 million. |
A reconciliation of cost of goods sold to cash cost of goods sold and adjusted gross margin (both are non-GAAP measures) for the three months ended June 30, 2026 was as follows:
| Description | Amount ($M) Three Months Ended June 30, 2026 | Amount ($M) Three Months Ended June 30, 2025 | ||||||
| Revenue | $ | 8.2 | $ | 2.8 | ||||
| Cost of goods sold (GAAP) | 6.9 | 5.3 | ||||||
| Gross margin (loss) | $ | 1.3 | $ | (2.6 | ) | |||
| Description | Amount ($M) Three Months Ended June 30, 2026 | Amount ($M) Three Months Ended June 30, 2025 | ||||||
| Revenue | $ | 8.2 | $ | 2.8 | ||||
| Cost of goods sold (GAAP) | 6.9 | 5.3 | ||||||
| Less: depreciation expense | (0.7 | ) | (1.0 | ) | ||||
| Less: stock-based compensation | (0.2 | ) | (0.2 | ) | ||||
| Cash cost of goods sold (Non-GAAP) | $ | 6.0 | $ | 4.1 | ||||
| Adjusted gross margin (loss) (Non-GAAP) | $ | 2.2 | $ | (1.3 | ) | |||
| ● | Gross margin for the three months ended June 30, 2026 of $1.3 million compared to gross loss of $2.6 million for the three months ended June 30, 2025. |
Fiscal Year 2026 Financial Highlights:
| ● | Revenue was $21.7 million for the fiscal year ended June 30, 2026, a 407% increase over the $4.3 million for the fiscal year ended June 30, 2025. |
| ● | Total cost of goods sold was $24.8 million for the fiscal year ended June 30, 2026, compared to $14.9 million for the fiscal year ended June 30, 2025. Cost of goods sold for the fiscal year ended June 30, 2026 included non-cash items of depreciation of $3.7 million and stock-based compensation of $1.1 million. Excluding these non-cash items, cash cost of goods sold (a non-GAAP measure) for the fiscal year ended June 30, 2026 was $20.0 million. Cost of goods sold for the fiscal year ended June 30, 2025 included non-cash items of depreciation of $3.6 million and stock-based compensation of $0.8 million. Excluding these non-cash items, cash cost of goods sold (a non-GAAP measure) for the fiscal year ended June 30, 2025 was $10.5 million. |
A reconciliation of cost of goods sold to cash cost of goods sold and adjusted gross margin (both are non-GAAP measures) for the fiscal year ended June 30, 2026 was as follows:
| Description | Amount ($M) Fiscal Year 2026 | Amount ($M) Fiscal Year 2025 | ||||||
| Revenue | $ | 21.7 | $ | 4.3 | ||||
| Cost of goods sold (GAAP) | 24.8 | 14.9 | ||||||
| Gross loss | $ | (3.1 | ) | $ | (10.6 | ) | ||
| Description | Amount ($M) Fiscal Year 2026 | Amount ($M) Fiscal Year 2025 | ||||||
| Revenue | $ | 21.7 | $ | 4.3 | ||||
| Cost of goods sold (GAAP) | 24.8 | 14.9 | ||||||
| Less: depreciation expense | (3.7 | ) | (3.6 | ) | ||||
| Less: stock-based compensation | (1.1 | ) | (0.8 | ) | ||||
| Cash cost of goods sold (Non-GAAP) | $ | 20.0 | $ | 10.5 | ||||
| Adjusted gross margin (loss) (Non-GAAP) | $ | 1.7 | $ | (6.2 | ) | |||
Management uses certain non-GAAP metrics to evaluate our operating and financial results. We believe the presentation of non-GAAP results is useful to investors for analyzing business trends as well as to view the results from management’s perspective. Non-GAAP cost of goods sold excludes certain non-cash charges including depreciation expense and stock-based compensation. Non-GAAP results have limitations as an analytical tool, and you should not consider them in isolation or as a substitute for our results reported under GAAP.
| ● | At June 30, 2026, the Company had available cash and cash equivalents of $49.5 million. | |
| ● | The Company had no outstanding debt as of June 30, 2026. |
Components of Statements of Operations
The following table sets forth the Company’s operating results for the periods indicated:
Fiscal Year Ended June 30, 2026 | Fiscal Year Ended June 30, 2025 | $ Change | % Change | |||||||||||||
| Revenue | $ | 21,741,726 | $ | 4,290,224 | $ | 17,451,502 | 407 | % | ||||||||
| Cost of goods sold | 24,830,966 | 14,864,633 | 9,966,333 | 67 | ||||||||||||
| Gross loss | (3,089,240 | ) | (10,574,409 | ) | 7,485,169 | 71 | ||||||||||
| Operating expense | ||||||||||||||||
| General and administrative | 51,632,213 | 21,151,445 | 30,480,768 | 144 | ||||||||||||
| Research and development | 17,871,542 | 8,470,161 | 9,401,381 | 111 | ||||||||||||
| Exploration | 2,114,995 | 1,827,314 | 287,681 | 16 | ||||||||||||
| Total operating expenses | 71,618,750 | 31,448,920 | 40,169,830 | 128 | ||||||||||||
| Other income (expense) | 1,328,969 | (4,739,296 | ) | 6,068,265 | 128 | |||||||||||
| Net loss attributable to shareholders | $ | (73,379,021 | ) | $ | (46,762,625 | ) | $ | (26,616,396 | ) | (57 | ) | |||||
Revenue
During the fiscal year ended June 30, 2026 and 2025, our revenue was $21.7 million and $4.3 million, respectively, which related to the sale of our products and byproducts resulting from recycling operations. The increase in revenue was primarily driven by an increase in processed feedstock, which enabled higher production throughput, as well as higher market prices for our products and byproducts during the current-year period.
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Cost of Goods Sold
Cost of goods sold during the fiscal years ended June 30, 2026 and 2025 were $24.8 million and $14.9 million, respectively. The increase in cost of goods sold was primarily driven by an increase in feedstock costs of $4.1 million to support higher volumes of throughput, an increase of $3.7 million in compensation, as we hired to support expanded production capacity, and an increase in facility absorption costs of $2.2 million as production volume increased.
Operating Expenses
During the fiscal year ended June 30, 2026, the Company incurred $71.6 million of total operating expenses compared to $31.4 million of total operating expenses during the fiscal year ended June 30, 2025. The increase is primarily due to the items described below:
General and administrative expenses consist primarily of personnel, stock-based compensation, office expenses, legal and accounting fees, recruiting, business development, public relations, and facility-related costs. For the fiscal year ended June 30, 2026, general and administrative expenses were $51.6 million, an increase of $30.5 million compared with the prior-year period. The increase was primarily attributable to a $29.4 million increase in value of stock-based compensation expense. A majority of the increase is related to the fiscal year 2026 executive performance-based awards recognized in the fiscal year upon finalization and approval of the performance milestones by the Board of Directors in January 2026. The expense recognized in the period was further impacted by the vesting of awards during fiscal year 2026, as well as a higher grant-date stock price for fiscal year 2026 awards compared to the prior year.
Research and development expenses consist primarily of personnel, laboratory leases, and supplies. Research and development expenses for the fiscal years ended June 30, 2026 and 2025, were $17.9 million and $8.5 million, respectively. The increase was primarily driven by higher payroll costs of $4.5 million related to expansion of engineering and technical teams to support production ramp-up, increased stock-based compensation of $2.4 million from new hires and fiscal year 2026 performance awards, an increase in legal expenses of $0.5 million related to site selection, and increased depreciation expense of $0.4 million.
Exploration costs consist primarily of drilling, assay, claim fees, personnel, stock-based compensation, office and warehouse, travel, and other costs related to exploration of claims in central Nevada. Exploration expenses remained relatively consistent year-over-year totaling $2.1 million for the fiscal year ended June 30, 2026, compared to $1.8 million during the same period in the prior year.
Other Income (Expense)
Other income was $1.3 million in the fiscal year ended June 30, 2026, versus other expense of $4.7 million in the prior year. This $6.0 million change resulted principally from an increase in interest and other income of $1.5 million resulting from significantly higher cash balances throughout fiscal 2026, a $3.5 million reduction in amortized financing costs, and the absence in fiscal 2026 of the following items in fiscal 2025: a $1.4 million credit loss on a receivable pursuant to a share purchase agreement; $1.2 million in losses on a private placement and extinguishment of debt; and $1.6 million in gains recognized for changes in fair value of a derivative liability and liability classified financial instruments.
Liquidity and Capital Resources
At June 30, 2026, the Company had available cash and cash equivalents of $49.5 million and total assets of $132.8 million compared to available cash of $7.5 million and total assets of $84.5 million at June 30, 2025. The increase in available cash and cash equivalents resulted from raising capital through the exercise of warrant agreements, utilization of the ATM sales agreement with Virtu Americas, LLC, and a reduction in the amount of cash used in operations resulting from higher revenues and improved margins, partially offset by an increase in investing activities to support the expansion of our recycling operations and purchase of mining properties.
The Company had total current liabilities of $6.4 million at June 30, 2026, compared to $13.7 million at June 30, 2025. The decrease related to conversion of the debt (as discussed in Note 11 of the consolidated financial statements) and timing of payments for accounts payable and accrued expenses.
As of June 30, 2026, the Company had working capital (excluding restricted cash) of $53.7 million compared to $10.9 million at June 30, 2025. Working capital increased primarily due to an increase in cash, driven by the use of the ATM sales agreement with Virtu Americas LLC, and an increase in accounts receivable resulting from higher revenue. Additionally, assets previously classified as held for sale were reclassified to intangible assets. The increase in working capital was further supported by the extinguishment of debt during the period.
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Cash Flows
For the fiscal years ended June 30:
| 2026 | 2025 | |||||||
| Cash flows used in operating activities | $ | (24,187,555 | ) | $ | (28,921,158 | ) | ||
| Cash flows used in investing activities | $ | (13,577,868 | ) | $ | (2,548,476 | ) | ||
| Cash flows provided by financing activities | $ | 75,610,593 | $ | 36,942,152 | ||||
| Net increase in cash, cash equivalents and restricted cash during the period | $ | 37,845,170 | $ | 5,472,518 | ||||
Cash from Operating Activities
During the fiscal year ended June 30, 2026, the Company used $24.2 million of cash for operating activities, compared to $28.9 million used during the fiscal year ended June 30, 2025. In both periods, the cash used supported an increased scale of operations including increased employee headcount and personnel costs, increased production, and increased administrative costs.
Cash from Investing Activities
During the fiscal year ended June 30, 2026, the Company used cash in investing activities of $13.6 million. The Company used $2.0 million for its purchase of 3400 Peru and $8.9 million for acquisition of property and equipment for its recycling facility while $1.4 million was for the purchase of mining properties. This is in comparison to cash used in investing activities of $2.5 million for the fiscal year ended June 30, 2025 for acquisition of property and equipment.
Cash from Financing Activities
During the fiscal year ended June 30, 2026, the Company had cash provided by financing activities of $75.6 million, compared to $36.9 million provided during the fiscal year ended June 30, 2025. The Company has relied on equity and debt financing to support its increased operating activities, the ramp up of the recycling plant, development of the lithium claystone pilot plant, and upgrades to the geological classification of its Tonopah Flats claims through additional studies and assessments.
In the fiscal year ended June 30, 2026, the Company generated $65.8 million through the issuance of common shares through our ATM sales agreement with Virtu Americas LLC, an increase of $47.2 million over the prior year. Other sources of cash from financing activities totaled $10.8 million in fiscal 2026, primarily from the exercise of warrants of $10.0 million, compared to $27.2 million in fiscal 2025 primarily from $16.9 million in registered direct offerings and $9.9 million from issuances of notes payable.
Off-Balance Sheet Arrangements
As of June 30, 2026 and 2025, we had no off-balance sheet arrangements.
Working Capital
| June 30, 2026 | June 30, 2025 | |||||||
| Current assets | $ | 60,933,662 | $ | 29,532,110 | ||||
| Restricted cash | $ | (800,000 | ) | $ | (5,000,000 | ) | ||
| Current liabilities | $ | (6,394,722 | ) | $ | (13,668,605 | ) | ||
| Working capital | $ | 53,738,940 | $ | 10,863,505 | ||||
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Future Financings
The Company will continue to rely on sales of our common shares, debt, or other financing to fund its business operations as needed beyond any cash generated from internal operations and the government tax credits and grants we have been awarded. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the securities or arrange for debt or other financing to fund planned operating activities, acquisitions, and exploration activities.
Critical Accounting Estimates
Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. We evaluate our estimates and assumptions on an ongoing basis using historical experience and other factors and adjust those estimates and assumptions when facts and circumstances dictate. Actual results could differ materially from those estimates and assumptions.
Certain accounting estimates, including those concerning revenue recognition, share-based compensation, impairments of long-lived assets, and assets held-for-sale, are considered to be critical in evaluating and understanding our financial results because they involve inherently uncertain matters and their application requires the most difficult and complex judgments and estimates. These are described below. For further information on our accounting policies, see Note 3 to our consolidated financial statements.
Fair Value Measurements
Recurring Valuations. The Company’s fair value measurements included the valuation of the derivative liabilities for the bifurcated notes payable freestanding call and conversion options and for the liability-classified equity-linked contracts, both of which are classified as Level 3 of the fair value hierarchy. In making these fair value determinations, we were required to make assumptions that affected the recorded amounts, including volatility, risk free rates, and duration of time. Our estimates of fair value are based upon assumptions we believe to be reasonable, but which are inherently uncertain. As of December 31, 2024, the Company reclassified derivative liabilities and liability-classified equity-linked contracts from long-term liabilities to equity. There were no derivative instruments issued or outstanding from January 1, 2025 through June 30, 2026; accordingly, fair value measurement was not required. See Note 13 of the consolidated financial statements for further discussion.
Revenue Recognition
The Company recognizes revenue upon satisfying its promises to transfer goods or services to customers under the terms of its contracts. These promises, referred to as performance obligations, consist of the transfer of physical goods, including recycled ferrous and nonferrous metals and black mass to customers. These performance obligations are satisfied at the point in time that the Company transfers control of the goods to the customer, which occurs when title to and risk of loss of the goods transfer to the customer. The timing of transfer of title and risk of loss is dictated by customary or explicitly stated contract terms. The majority of the Company’s sales involve transfer of control to the customer, and thus revenue recognition, before delivery to the customer’s destination; for example, upon release of the goods to the shipper. Shipping and handling activities that occur after a customer has obtained control of a good are accounted for as fulfillment costs rather than an additional promise in a contract. As such, shipping and handling consideration (freight revenue) is recognized when control of the goods transfers to the customer, and freight expense is accrued to cost of goods sold when the related revenue is recognized.
The Company recognizes revenue based on contractually stated selling prices and quantities shipped, net of sales tax, and adjusted for estimated claims and discounts. Claims are customary in the recycled metal industry and arise from variances in the quantity or quality of delivered products. Revenue adjustments may be required if the settlement of claims differs from original estimates. For the fiscal year ended June 30, 2026 and 2025, revenue adjustments related to performance obligations that were satisfied in previous periods were not material.
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Long-Lived Assets
The Company evaluates long-lived assets, such as plant and equipment, with finite useful lives and Right of Use (RoU) assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset or asset group may not be recoverable. These events and circumstances may include significant decreases in the market price of an asset or asset group, significant changes in the extent or manner in which an asset or asset group is being used by the Company or in its physical condition, a significant change in legal factors or in the business climate, a history or forecast of future operating or cash flow losses, significant disposal activity, a significant decline in the Company’s share price, or a significant decline in revenue or adverse changes in the economic environment. The existence of an individual indicator outlined above, or otherwise, is not automatically an indicator that a long-lived asset may not be recoverable. Instead, management exercises judgment and considers the combined effect of all potential indicators and developments present, potentially positive or negative, when determining whether a long-lived asset may not be recoverable. No impairment loss was recognized during the fiscal years ended June 30, 2026 and 2025.
Assets Held-for-Sale
The Company evaluates long-lived assets for classification as held-for-sale when management, having the authority to approve the action, commits to a plan to sell the asset. To qualify as held-for-sale, the asset must be available for immediate sale in its present condition, subject only to terms that are usual and customary for sales of such assets, and the sale must be probable within one year.
Management considers whether events and circumstances such as a change in strategic direction and changes in business climate would impact the fair value of long-lived assets. The Company used critical judgements in analyzing certain market data and estimates to calculate the value of the assets held-for-sale. Significant assumptions that form the basis of fair value include market comparison of similar properties, construction cost estimates and using certain dollar per square foot amounts to derive fair value. Our estimates of fair value are based upon assumptions we believe to be reasonable, but which are inherently uncertain. As of June 30, 2026, there were no assets classified as held for sale on the Company’s consolidated balance sheets.
Common Share Warrant Compensation
The fair value of common share warrants are determined using the Black-Scholes option pricing model that incorporates market data and involves uncertainty in estimates used by management in the assumptions. Because the Black-Scholes option pricing model requires the inputs of highly subjective assumptions, including the volatility of share prices and weighted average expected term, changes in subjective input assumptions can materially affect the estimate.
New Accounting Pronouncements
New accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that are adopted by us as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. For further discussion on recent accounting pronouncements, please see Note 3, “Accounting Pronouncements,” to our consolidated financial statements included in this Annual Report on Form 10-K for additional information.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable.
Item 8. Financial Statements and Supplementary Data.
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AMERICAN BATTERY TECHNOLOGY COMPANY
Consolidated Financial Statements
For the fiscal years ended June 30, 2026, and June 30, 2025
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Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
American Battery Technology Company:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of American Battery Technology Company and subsidiaries (the Company) as of June 30, 2026 and 2025, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended June 30, 2026, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2026, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Valuation of common share warrants awarded to employees
As discussed in Notes 3, 15 and 16 to the financial statements, the Company granted common share warrants to employees. The common share warrants are contingent upon performance and service conditions and have been classified as equity. The fair value of the common share warrants is determined using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires highly subjective assumptions, including the volatility of share prices and weighted average expected term. Total expense related to common share warrants awarded to employees of the Company was $25.1 million for the fiscal year 2026.
We identified the evaluation of the fair value of the common share warrants awarded to employees as a critical audit matter. A high degree of auditor judgment and the involvement of valuation professionals with specialized skills and knowledge were required to evaluate the estimated fair value of the common share warrants due to the degree of subjectivity associated with the volatility of share prices and weighted average expected term assumptions.
The following are the primary procedures we performed to address this critical audit matter. We involved valuation professionals with specialized skills and knowledge, who assisted in:
| ● | developing an independent expectation of the volatility of share prices assumption based on consideration of historical and implied share price volatility information |
developing an independent expectation of the weighted average expected term assumption based on the contractual vesting and expiration terms in the underlying common share warrant agreements
developing an independent estimate of the fair value of the common share warrants using independently developed assumptions, including volatility of share prices and weighted average expected term assumptions, and comparing the independently developed estimate of fair value to the respective fair value for the common share warrants used by management.
/s/ KPMG LLP
We have served as the Company’s auditor since 2024.
September 14, 2026
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AMERICAN BATTERY TECHNOLOGY COMPANY
Consolidated Balance Sheets
| June 30, 2026 | June 30, 2025 | |||||||
| ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Inventory (Note 4) | ||||||||
| Grants receivable (Note 5) | ||||||||
| Other receivable | ||||||||
| Prepaid expenses and other | ||||||||
| Subscription receivable | ||||||||
| Restricted cash | ||||||||
| Assets held-for-sale (Note 7) | ||||||||
| Total current assets | ||||||||
| Property and equipment, net (Note 6) | ||||||||
| Mining properties (Note 8) | ||||||||
| Intangible assets (Note 9) | ||||||||
| Right-of-use asset (Note 12) | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES & STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities (Note 10) | $ | $ | ||||||
| Operating lease liability | ||||||||
| Notes payable (Note 11) | ||||||||
| Total current liabilities | ||||||||
| Operating lease liability, long-term | ||||||||
| Total liabilities | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Series A Preferred Stock Authorized: preferred shares, par value of $ per share; Issued and outstanding: preferred shares | ||||||||
| Series B Preferred Stock Authorized: preferred shares, par value of $ per share; Issued and outstanding: preferred shares | ||||||||
| Series C Preferred Stock Authorized: preferred shares, par value of $ per share; Issued and outstanding: preferred shares | ||||||||
| Series D Preferred Stock Authorized: preferred shares, par value of $ per share; Issued and outstanding: preferred shares | ||||||||
| Common Stock Authorized: common shares, par value of $ per share; Issued and outstanding: and common shares as of June 30, 2026 and June 30, 2025, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Common stock issuable | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
(The accompanying notes are an integral part of these consolidated financial statements)
| F-2 |
AMERICAN BATTERY TECHNOLOGY COMPANY
Consolidated Statements of Operations
| Fiscal year ended June 30, 2026 | Fiscal year ended June 30, 2025 | |||||||
| Revenue | $ | $ | ||||||
| Cost of goods sold | ||||||||
| Gross loss | ( | ) | ( | ) | ||||
| General and administrative | ||||||||
| Research and development | ||||||||
| Exploration | ||||||||
| Total operating expenses | ||||||||
| Net loss before other income (expense) | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Interest income (expense) | ( | ) | ||||||
| Amortization and accretion of financing costs | ( | ) | ( | ) | ||||
| Change in fair value of derivative liability | ||||||||
| Loss on debt extinguishment | ( | ) | ||||||
| Loss on private placement | ( | ) | ||||||
| Change in fair value of liability-classified financial instruments | ||||||||
| Credit loss on receivable pursuant to share purchase agreement (Tysadco) | ( | ) | ||||||
| Other income | ||||||||
| Total other income (expense) | ( | ) | ||||||
| Net loss attributable to common stockholders | $ | ( | ) | $ | ( | ) | ||
| Net loss per share, basic and diluted | $ | ) | $ | ) | ||||
| Weighted average shares outstanding, basic and diluted | ||||||||
(The accompanying notes are an integral part of these consolidated financial statements)
| F-3 |
AMERICAN BATTERY TECHNOLOGY COMPANY
Consolidated Statement of Stockholders’ Equity
| Preferred Stock | Common Stock | Additional Paid-In | Common Stock | Accumulated | ||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Issuable | Deficit | Total | |||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Shares issued upon vesting of share-based awards | – | ( | ) | |||||||||||||||||||||||||||||
| Shares issued under the Employee Stock Purchase Plan | – | |||||||||||||||||||||||||||||||
| Stock-based compensation expense | – | – | ||||||||||||||||||||||||||||||
| Reclassification of equity-classified awards from equity compensation liability | – | – | ||||||||||||||||||||||||||||||
| Shares issued pursuant an At-The-Market Offering | – | |||||||||||||||||||||||||||||||
| Settlement of receivable pursuant to share purchase agreement | – | ( | ) | |||||||||||||||||||||||||||||
| Issuance of Series D Redeemable Preferred shares | – | |||||||||||||||||||||||||||||||
| Repurchase of Series D Redeemable Preferred shares | ( | ) | ( | ) | – | ( | ) | |||||||||||||||||||||||||
| Reclassification of equity-linked contracts to liabilities | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Reclassification of derivative equity instruments from long-term liabilities | – | – | ||||||||||||||||||||||||||||||
| Issuance of common shares and warrants pursuant to subscription agreements | – | |||||||||||||||||||||||||||||||
| Rescission of common shares and warrants pursuant to subscription agreements | – | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Shares issued pursuant to troubled debt restructuring | – | |||||||||||||||||||||||||||||||
| Shares issued pursuant to debt extinguishment | – | |||||||||||||||||||||||||||||||
| Issuance of common shares and warrants pursuant to registered direct offerings | – | |||||||||||||||||||||||||||||||
| Shares issued pursuant to conversion of debt payments to common stock | – | |||||||||||||||||||||||||||||||
| Shares issued pursuant to warrant exercises | – | |||||||||||||||||||||||||||||||
| Settlement of receivable pursuant to share purchase agreement (Tysadco) | – | – | ||||||||||||||||||||||||||||||
| Credit loss on receivable pursuant to share purchase agreement (Tysadco) | – | – | ||||||||||||||||||||||||||||||
| Net loss for the period | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
(The accompanying notes are an integral part of these consolidated financial statements)
| F-4 |
AMERICAN BATTERY TECHNOLOGY COMPANY
Consolidated Statement of Stockholders’ Equity
| Preferred Stock | Common Stock | Additional Paid-In | Common Stock | Accumulated | ||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Issuable | Deficit | Total | |||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Shares issued upon vesting of share-based awards | – | ( | ) | |||||||||||||||||||||||||||||
| Shares issued under the Employee Stock Purchase Plan | – | |||||||||||||||||||||||||||||||
| Stock-based compensation expense | – | – | ||||||||||||||||||||||||||||||
| Shares issued pursuant an At-The-Market Offering | – | ( | ) | |||||||||||||||||||||||||||||
| Shares issued pursuant to conversion of debt payments to common stock | – | |||||||||||||||||||||||||||||||
| Shares issued pursuant to warrant exercises | – | |||||||||||||||||||||||||||||||
| Net loss for the period | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
(The accompanying notes are an integral part of these consolidated financial statements)
| F-5 |
AMERICAN BATTERY TECHNOLOGY COMPANY
Consolidated Statements of Cash Flows
| Fiscal year ended June 30, 2026 | Fiscal year ended June 30, 2025 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation expense | ||||||||
| Accretion of financing costs | ||||||||
| Amortization of right-of-use asset | ||||||||
| Credit loss on receivable pursuant to share purchase agreement (Tysadco) | ||||||||
| Write-down of inventory to net realizable value | ||||||||
| Other non-cash expenses | ||||||||
| Stock-based compensation | ||||||||
| Change in fair value of derivative liability | ( | ) | ||||||
| Change in fair value of conversion option | ( | ) | ||||||
| Change in fair value of liability-classified equity-linked contracts | ( | ) | ||||||
| Loss on debt extinguishment | ||||||||
| Loss on private placement | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventory | ( | ) | ( | ) | ||||
| Grant receivables | ( | ) | ||||||
| Prepaid expenses and other | ( | ) | ||||||
| Other receivables | ( | ) | ||||||
| Accounts payable and accrued liabilities | ( | ) | ||||||
| Operating lease liability | ( | ) | ( | ) | ||||
| Net Cash Used in Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows From Investing Activities: | ||||||||
| Acquisition of property and equipment | ( | ) | ( | ) | ||||
| Purchase of mining properties | ( | ) | ||||||
| Net Cash Used in Investing Activities | ( | ) | ( | ) | ||||
| Cash Flows From Financing Activities: | ||||||||
| Proceeds from exercise of share purchase warrants | ||||||||
| Proceeds from employee stock purchase plan | ||||||||
| Proceeds from issuance of common shares through At-The-Market Offering | ||||||||
| Payment of issuance costs of common shares through At-The-Market Offering | ( | ) | ( | ) | ||||
| Proceeds from subscription agreements | ||||||||
| Proceeds from registered direct offerings | ||||||||
| Payment of issuance costs, registered direct offerings | ( | ) | ||||||
| Principal paid on notes payable | ( | ) | ||||||
| Proceeds from notes payable, net of issuance costs | ||||||||
| Net Cash Provided by Financing Activities | ||||||||
| Increase in Cash, Cash Equivalents and Restricted Cash | ||||||||
| Cash, Cash Equivalents and Restricted Cash – Beginning of Period | ||||||||
| Cash, Cash Equivalents and Restricted Cash – End of Period | $ | $ | ||||||
| Supplemental disclosures (Note 19) | ||||||||
(The accompanying notes are an integral part of these consolidated financial statements)
| F-6 |
AMERICAN BATTERY TECHNOLOGY COMPANY
Notes to the Consolidated Financial Statements
For the fiscal years ended June 30, 2026 and June 30, 2025
| 1. | Organization and Nature of Operations |
American Battery Technology Company (the “Company”, “ABTC”, “we” and “us”) is an integrated critical minerals manufacturing company that is working to increase the domestic U.S. production of critical minerals, such as lithium, nickel, cobalt, manganese, copper, aluminum, and graphite through its exploration of new primary resources of critical minerals, the development and commercialization of new technologies for the extraction of these critical minerals from primary resources, and the commercialization of an internally developed integrated process for the recycling of lithium-ion batteries. Through this three-pronged approach the Company is working to both increase the domestic production of these critical minerals and to ensure that as these materials reach their end of life, the constituent elemental critical minerals are returned to the domestic manufacturing supply chain in a closed-loop fashion.
The Company was incorporated under the laws of the State of Nevada on October 6, 2011, for the purpose of acquiring rights to mineral properties with the eventual objective of being a producing mineral company. We have a limited operating history and generated our initial revenue in the fourth quarter of the fiscal year ended June 30, 2024. Our principal executive offices are located at 100 Washington Street, Suite 100, Reno, Nevada 89503.
| 2. | Liquidity |
As
of June 30, 2026, the Company had cash and cash equivalents of $
The Company’s primary sources of capital to date have been from revenue from sales of its products, its registered direct offerings, ATM sales agreement with Virtu Americas, LLC, and proceeds from awarded government contracts.
Management believes that the Company’s cash and cash equivalents as of June 30, 2026, and anticipated revenue from sales of our products, are sufficient to fund the Company’s operations for at least the next 12 months from the issuance date of these consolidated financial statements.
| 3. | Summary of Significant Accounting Policies and Recent Accounting Pronouncements |
| a) | Basis of Presentation and Principles of Consolidation |
The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is June 30.
These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Oroplata Exploraciones E Ingenieria SRL (inactive) and LithiumOre Corporation (formerly Lithortech Resources Inc) and ABMC AG, LLC (inactive). All inter-company balances and transactions, if any, have been eliminated upon consolidation.
| b) | Use of Estimates |
The preparation of these consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company regularly evaluates estimates and assumptions related to revenue recognition, the fair value of stock-based compensation, valuation and recoverability of long-lived assets and intangible assets, and fair value less cost to sell assets held-for-sale.
| F-7 |
The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations may be affected.
| c) | Cash and Cash Equivalents |
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
At June 30, 2026, cash equivalents included approximately $
| d) | Accounts Receivable, net |
The
Company evaluates the creditworthiness of its customers. If the collection of any specific receivable is doubtful, an allowance is recorded
in the allowance for expected credit losses which is included in accounts receivable. The Company had
| e) | Inventory |
Inventory consists of raw materials and finished goods, and is stated on a first-in, first-out basis at the lower of cost or net realizable value. Net realizable value is the estimated selling price of inventory in the ordinary course of business, less estimated costs of completion, disposal, and transportation. The Company periodically makes judgments and estimates regarding the future utility and carrying value of inventory. When inventory is adjusted to its net realizable value, a new cost basis is established, and such cost is not adjusted for any potential recovery. Obsolete inventories are written off to cost of revenue. Should the Company’s estimates of future selling prices or production costs change, additional and potentially material write-downs may be required. A small change in the Company’s estimates may result in a material charge to its reported financial results.
| f) | Restricted cash |
As
of June 30, 2025, the Company was subject to a minimum liquidity requirement of $
As
of June 30, 2026, the Company had cash of $
| g) | Prepaid Expenses and Other |
Prepaid expenses consist primarily of amounts paid in advance for goods and services to be received in future periods, including insurance, software licenses, maintenance contracts, and other operating costs. Prepaid expenses also include down payments and advance payments made in connection with the purchase of property and equipment that has not yet been placed in service. Prepaid expenses are recognized as expense over the period in which the related benefits are realized or reclassified to property and equipment when the asset is placed into service.
| F-8 |
| h) | Assets Held-For-Sale |
The Company classifies assets as held-for-sale (“disposal group”) in the period when all of the relevant criteria to be classified as held for sale are met. These criteria include management’s commitment to sell the disposal group in its present condition and the sale being deemed probable of being completed within one year. Assets held-for-sale are reported at the lower of their carrying value or fair value less cost to sell. The fair values of disposal groups are estimated using accepted valuation techniques, including indicative listing prices. The Company considers historical experience, guidance received from third parties, and all information available at the time the estimates are made to derive fair value. Any loss resulting from the measurement is recognized in the period when the held-for-sale criteria are met. The Company assesses the fair value of a disposal group, less any costs to sell, each reporting period it remains classified as held for sale and reports any subsequent changes as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the initial carrying value of the disposal group. Assets held-for-sale are not amortized or depreciated.
| i) | Property and Equipment, net |
Property and equipment are stated at cost, net of depreciation and impairments, if any. The Company’s long-lived assets consist of buildings, vehicles, equipment, and land. Buildings, vehicles and equipment are depreciated on a straight-line basis over their estimated useful lives, which are as follows:
| Buildings | ||
| Building improvements | ||
| Equipment & vehicles |
Expenditures for maintenance and repairs are expensed in the statements of operations as incurred. Expenditures which materially change capacities or extend useful lives are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are recognized in other income (expense), net in the statements of operations.
| j) | Mining Properties |
Costs
of leasing, exploration, carrying and retaining unproven mineral properties are expensed as incurred. The Company expenses all mineral
exploration costs as incurred as it is still in the exploration stage. If the Company identifies proven and probable reserves in its
investigation of its properties and upon development of a plan for operating a mine, it will enter the development stage and capitalize
future costs until production is established. When a property reaches the production stage, the related capitalized costs are amortized
on a units-of-production basis over the proven and probable reserves following the commencement of production. Interest expense, if any
allocable to the cost of developing mining properties and to construct new facilities, is capitalized until assets are ready for their
intended use. For the fiscal years ended 2026 and 2025,
The Company capitalizes costs incurred to acquire, explore, evaluate, and develop mineral properties once proven and probable mineral reserves have been established and the project is deemed economically and technically feasible. Prior to the establishment of proven and probable reserves, exploration and evaluation costs are expensed as incurred. Capitalized costs are recorded as mineral properties and mine development assets and are amortized using the units-of-production method over the estimated recoverable proven and probable reserves of the related mine, beginning when production commences.
Accounting Standards Codification “Extractive Activities-Mining: Business Combinations,” (“ASC”) 930-805, states that mineral rights consist of the legal right to explore, extract, and retain at least a portion of the benefits from mineral deposits. Mining assets include mineral rights which are considered tangible assets under ASC 930-805. ASC 930-805 requires that mineral rights be recognized at fair value as of the acquisition date. As a result, the direct costs to acquire mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with acquiring patented and unpatented mining claims.
| F-9 |
| k) | Intangible Assets |
Intangible
assets consist of water rights that have indefinite useful lives and are tested annually for impairment, or more frequently if events
and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount
of the asset group exceeds its fair value. Annually, or when there is a triggering event, the Company first performs a qualitative assessment
by evaluating all relevant events and circumstances to determine if it is more likely than not that the indefinite-lived intangible assets
are impaired; this includes considering any potential effect on significant inputs to determining the fair value of the indefinite-lived
intangible assets. When it is more likely than not that an indefinite-lived intangible asset is impaired, then the Company calculates
the fair value of the intangible asset and performs a quantitative impairment test. The Company performs its annual impairment test on
June 30.
| l) | Leases |
We determine if an arrangement is a lease, or contains a lease, at the inception of the arrangement. If we determine the arrangement is a lease, or contains a lease, at lease inception, we then determine whether the lease is an operating lease or a finance lease. Operating and finance leases result in recording a right-of-use (“RoU”) asset and lease liability on our consolidated balance sheets. The Company does not have any financing leases. RoU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease RoU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For purposes of calculating operating lease RoU assets and operating lease liabilities, we use the non-cancellable lease term plus options to extend that we are reasonably certain to take. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Our leases generally do not provide an implicit rate. As such, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We have elected not to recognize RoU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset. We have elected not to separate lease and non-lease components for any class of underlying asset.
| m) | Long-lived Assets |
Long-lived assets, such as property and equipment, mineral properties, purchased intangibles, and RoU assets are reviewed for impairment whenever events or changes in circumstances indicate, in management’s judgement, that the carrying amount of an asset (or asset group) may not be recoverable. In analyzing potential impairments, projections of future cash flows from the asset (or asset group) are used to estimate fair value. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset (or asset group), a loss is recognized for the difference between the estimated fair value and the carrying value of the asset group.
| n) | Convertible Notes |
The Company evaluates all conversion, repurchase and redemption features contained in a debt instrument to determine if there are any embedded features that require bifurcation as a derivative. The Company accounts for its convertible notes as a long-term liability, with the current portion reclassified to a short-term liability, equal to the proceeds received from issuance, including any embedded conversion features, net of the unamortized debt discount and offering costs in the accompanying unaudited consolidated balance sheets. The debt discount, debt issuance and offering costs are amortized over the term of the convertible notes, using the effective interest method, as interest expense in the accompanying consolidated statements of operations.
| o) | Derivative Financial Instruments |
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued at each reporting date, with changes in the fair value reported in earnings in the consolidated statements of operations.
| F-10 |
| p) | Revenue Recognition |
The Company recognizes revenue upon satisfying its promises to transfer goods or services to customers under the terms of its contracts. These promises, referred to as performance obligations, consist of the transfer of physical goods, including recycled ferrous and nonferrous metals and black mass to customers. These performance obligations are satisfied at the point in time that the Company transfers control of the goods to the customer, which occurs when title to and risk of loss of the goods transfer to the customer. The timing of transfer of title and risk of loss is dictated by customary or explicitly stated contract terms. The majority of the Company’s sales involve transfer of control to the customer, and thus revenue recognition, before delivery to the customer’s destination; for example, upon release of the goods to the shipper. Shipping and handling activities that occur after a customer has obtained control of a good are accounted for as fulfillment costs rather than an additional promise in a contract. As such, shipping and handling consideration (freight revenue) is recognized when control of the goods transfers to the customer, and freight expense is accrued to cost of goods sold when the related revenue is recognized.
The Company recognizes revenue based on contractually stated selling prices and quantities shipped, net of sales tax, and adjusted for estimated claims and discounts. Claims are customary in the recycled metal industry and arise from variances in the quantity or quality of delivered products. Revenue adjustments may be required if the settlement of claims differs from original estimates. For the fiscal years 2026 and 2025, revenue adjustments related to performance obligations that were satisfied in previous periods were not material.
| q) | Cost of goods sold |
Cost of goods sold includes the cost of the recycled products and byproducts delivered to our customers. It includes direct and indirect materials, labor costs, manufacturing overhead, including depreciation costs, lower of cost or net realizable value charges, and shipping and logistics costs.
| r) | Research and Development Costs |
Research and development (“R&D”) costs are accounted for in accordance with ASC 730, “Research and Development.” ASC 730-10-25 requires that all R&D costs be recognized as an expense as incurred. However, some costs associated with R&D activities that have an alternative future use (e.g., materials, equipment, facilities) may be capitalizable. As of June 30, 2026 and 2025, no costs associated with R&D activities have been capitalized.
The Company has been awarded U.S. federal grant awards for specific R&D programs. Under Accounting Standards Update (“ASU”) No. 2021-10, “Government Assistance,” the Company recognizes invoiced government funds as an offset to R&D costs in the period the qualifying costs are incurred. As the federal grants receivable are not deemed to have any significant realization risk, the Company believes this best reflects the expected net expenditures associated with these programs.
| s) | Exploration Costs |
Mineral
property acquisition costs are capitalized as incurred. Exploration and evaluation costs are expensed as incurred until proven and probable
reserves are established. When it has been determined that a mineral property can be economically developed as a result of establishing
proven and probable reserves, the costs then incurred to develop such property are capitalized on a prospective basis. Such costs will
be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently
abandoned or impaired, any capitalized costs will be charged to operations. As of June 30, 2026, the Company capitalized $
| t) | Stock-based Compensation |
Under ASC 718, Compensation—Stock Compensation, compensation cost for stock-based awards is recognized over the requisite service period based on the grant-date fair value of the award. For awards subject solely to a service condition, compensation expense is recognized on a straight-line basis over the requisite service period. For awards that include performance conditions, compensation expense is recognized when achievement of the performance condition is considered probable and only for the portion of the requisite service period that has been rendered. If the probability assessment changes, cumulative compensation expense is adjusted in the period of change. The Company accounts for forfeitures as they occur. Stock-based awards granted to employees primarily consist of restricted stock units (“RSUs”) and common share warrants awarded to employees, with the corresponding compensation cost recorded within additional paid-in capital. The common share warrants are contingent upon performance and service conditions and have been classified as equity.
| F-11 |
The fair value of each warrant granted is estimated using the Black-Scholes option-pricing model using the single option award approach. The following assumptions are used in the Black-Scholes option-pricing model:
Risk-Free Interest Rate: The risk-free interest rate is based on the implied yield available on the date of grant on U.S. Treasury zero-coupon bonds issued with a term that is equal to the option’s expected term at the grant date.
Expected Volatility: The Company estimates the volatility for option grants by evaluating the average historical volatility of the Company’s stock price for the period immediately preceding the option grant for a term that is approximately equal to the option’s expected term.
Weighted Average expected Term: The expected term for employees represents the period over which options granted are expected to be outstanding using the simplified method, as the Company’s historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term. The simplified method deems the term to be the average of the time-to-vesting and contractual life of the stock-based awards.
Dividend Yield: The Company has not declared or paid dividends to date and does not anticipate declaring dividends. As such, the dividend yield has been estimated to be zero.
| 2026 | 2025 | |||||||
| Weighted average expected term (years) | ||||||||
| Risk-free interest rate | % | % | ||||||
| Dividend yield | % | % | ||||||
| Volatility | % | % | ||||||
| u) | Government Grant and Tax Credit Awards |
For government grants, the Company recognizes a benefit in the consolidated statements of operations, as a reduction to the expense for which the individual government grant is designed to compensate, over the duration of the program when the Company has reasonably assurance that it will comply with the conditions under the grant and that the grant will be received. Grants related to investments in property and equipment are recognized as a reduction to the cost basis of the underlying assets with an ongoing reduction to depreciation expense over the assets’ estimated useful life.
| v) | Income Taxes |
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes.” The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry-forwards.
Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
Any uncertain tax position liabilities have been applied against the deferred tax balance given that there is a sufficient net operating loss to cover any penalties and fees associated with the uncertain tax position. The Company assesses each of its identified uncertain positions and determines whether any potential penalties and interest liability should be accrued at the consolidated balance sheet dates. Interest and penalties accrued on unrecognized tax benefits are included within income tax expense in the consolidated financial statements.
| F-12 |
Due to the Company’s net loss position since inception, the likelihood of deferred tax assets being realized does not meet the more likely than not assessment guidelines. Accordingly, a valuation allowance equal to the deferred tax assets has been recorded at June 30, 2026 and 2025.
| w) | Loss per Share |
The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the consolidated statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options, warrants and awards. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As the Company has reported losses for all periods presented, all potentially dilutive securities are anti-dilutive, and accordingly, basic net loss per share equaled diluted net loss per share.
| 2026 | 2025 | |||||||
| Convertible notes | ||||||||
| Warrants | ||||||||
| Share awards outstanding | ||||||||
| Total potentially dilutive | ||||||||
| x) | Fair Value of Financial Instruments |
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is an exit price concept that assumes an orderly transaction between willing market participants and is required to be based on assumptions that market participants would use in pricing an asset or a liability. Current accounting guidance establishes a three-tier fair value hierarchy as a basis for considering such assumptions and for classifying the inputs used in the valuation methodologies. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair values are as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets and liabilities that the reporting entity can assess at the measurement date.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3: Unobservable inputs for the asset or liability which include the Company’s assumptions regarding the data market participants would use in pricing the asset or liability based on the best information available under the circumstances.
| F-13 |
Our investments measured at fair value on a recurring basis were as follows:
| As of June 30, | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||
| Cash and cash equivalents (including restricted): | ||||||||||||||||||||||||||||||||
| Cash | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Cash equivalents | ||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
The carrying values of the Company’s cash, accounts receivable, grants receivable, prepaid expenses, other receivables, accounts payable and accrued liabilities, and notes payable, approximate fair value due to their short maturities.
The Company’s fair value measurements included the valuation of the derivative liabilities for the bifurcated notes payable freestanding call and conversion options and for the liability-classified equity-linked contracts, both of which are classified as Level 3 of the fair value hierarchy. As of December 31, 2024, the Company reclassified derivative liabilities and liability-classified equity-linked contracts from long-term liabilities to equity. No derivative instruments were issued during the fiscal year ended June 30, 2026; accordingly, fair value measurement was not required. See Note 13 for further discussion.
The Company’s fair value measurements include the valuation of the assets held-for-sale as of June 30, 2025. See Note 7 for relevant fair value disclosures.
| y) | Adoption of Recent Accounting Pronouncements |
The Company continually assesses new accounting pronouncements to determine their applicability. When it is determined a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a review to determine the consequences of the change to its consolidated financial statements and assures there are sufficient controls in place to ascertain the Company’s consolidated financial statements properly reflect the change.
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Improvements to Income Tax Disclosures”, which updates income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This ASU also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in this ASU are effective for annual periods beginning after December 15, 2024. The Company adopted ASU 2023-09 during the fiscal year ended June 30, 2026. Reference footnote 17 for required disclosures.
In November 2024, FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” As amended by ASU 2025-01, this guidance requires disclosures in the notes to financial statements of specified information about certain costs and expenses. It clarifies which certain costs and expenses that are included in cost of sales and selling, general, and administrative expense categories that should be disclosed with qualitative descriptions of amounts that are not separately disaggregated quantitatively. Additionally, it requires disclosure of total amounts of selling expenses and an entity’s definition of selling expense. The guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is in the process of determining the effect this ASU will have on the disclosures contained in the notes to the consolidated financial statements.
| F-14 |
In December 2025, the FASB issued ASU 2025-10, “Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities,” which provides authoritative guidance on the recognition, measurement, presentation, and disclosure of government grants received by business entities. Under this guidance, a government grant is defined as a transfer of a monetary asset or tangible nonmonetary asset from a government (other than in an exchange transaction) that is subject to conditions the entity must satisfy in order to receive the benefit. ASU 2025-10 is effective for annual periods beginning after December 15, 2028 (including interim periods therein). Early adoption is permitted. The Company is in the process of determining the effect this ASU will have on the financial statements and disclosures contained in the notes to the consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements,” to clarify the applicability, form, content, and disclosure requirements for interim financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The amendments in this update refine the guidance in ASC Topic 270 by providing a comprehensive list of required interim disclosures and codifying a disclosure principle that requires the Company to disclose events and changes that occur after the end of the most recent annual reporting period that have, or are reasonably expected to have, a material impact on its financial position, results of operations, or cash flows. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is in the process of determining the effect this ASU will have on the disclosures contained in the notes to the consolidated financial statements.
In December 2025, the FASB issued ASU 2025-12, “Codification Improvements,” which updates the FASB Accounting Standards Codification to clarify, correct errors, and improve the overall usability of GAAP. The improvements consist of narrow-scope amendments, technical corrections, clarification of existing guidance, and updates to clarify the appropriate scope and application of certain disclosure requirements. ASU 2025-12 is effective for annual and interim periods beginning after December 15, 2026. Early adoption is permitted. The Company is in the process of determining the effect this ASU will have on the disclosures contained in the notes to the consolidated financial statements.
In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818). The ASU establishes guidance for the recognition, measurement, presentation, and disclosure of environmental credits and environmental credit obligations. The amendments are effective for public business entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The amendments are required to be applied retrospectively, subject to certain transition provisions. The Company is in the process of determining the effect this ASU will have on the financial statements and disclosures contained in the notes to the consolidated financial statements.
| F-15 |
| 4. | Inventories |
The Company’s inventory for its lithium-ion battery recycling operation is comprised of raw materials, in the form of battery feedstock, and finished goods, in the form of black mass and other metals. Inventory is valued at the lower of average cost or net realizable value. The net carrying value of inventory includes those costs to acquire battery feedstock and any related carrying and processing costs incurred by the Company.
The table below presents the components of inventory as of June 30:
| 2026 | 2025 | |||||||
| Raw materials | $ | $ | ||||||
| Finished goods | ||||||||
| Total inventories | $ | $ | ||||||
The
balance of the Company’s inventory was written down by $
| 5. | Government Grant and Tax Credit Awards |
Grants
receivable represent qualifying costs incurred where there is reasonable assurance that the conditions of the grant have been met but
the corresponding funds have not been received as of the reporting date. As collections from the federal government have been and are
expected to continue to be timely, no allowance for doubtful accounts has been established. If amounts become uncollectible, they will
be charged to operations. Grants receivable was $
On
January 20, 2021, the DOE announced that the Company had been selected for award negotiation for a three-year project with a total budget
of $
On
August 16, 2021, the Company received a contract award for a 30-month project with a total budget of $
| F-16 |
On
October 21, 2022, the DOE announced that the Company had been selected for award negotiation for a five-year project with a total budget
of $
On
November 17, 2022, the DOE announced that the Company had been selected for award negotiation for a three-year project with a total budget
of $
On
March 28, 2024, ABTC was selected for a tax credit for up to $
Also
on March 28, 2024, ABTC was selected for an additional tax credit of up to $
On
September 23, 2024, the U.S. Department of Energy (“DOE”) announced that the Company had been selected for award negotiations
for a competitive grant in connection with the construction of a new lithium-ion battery recycling facility. The project had a total
budget of $
The table below summarizes the effects of government grants on the consolidated financial statements for the fiscal years ended June 30:
| 2026 | 2025 | |||||||
| Reduction to research and development expenses | $ | ( | ) | $ | ( | ) | ||
| Reduction to property and equipment | ( | ) | ( | ) | ||||
| Total reductions due to grant reimbursements received | $ | ( | ) | $ | ( | ) | ||
| F-17 |
| 6. | Property and Equipment |
The table below presents the property and equipment as of June 30:
| 2026 | 2025 | |||||||
| Land | $ | $ | ||||||
| Building | ||||||||
| Construction-in-progress | ||||||||
| Equipment and vehicles | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Property
and equipment that are purchased or constructed which require a period of time before the assets are ready for their intended use
are accounted for as construction-in-progress. Construction-in-progress is recorded at acquisition cost, including installation
costs. Construction-in-progress is transferred to specific property and equipment accounts and commences depreciation when these
assets are put in use. As of June 30, 2026, construction-in-progress is comprised $
The
Company recognized depreciation expense of $
| 7. | Assets-Held-for-Sale |
At
June 30, 2025, the Company classified land and a building at its Fernley, Nevada location as assets held-for-sale. On July 28, 2025,
a potential buyer for such property terminated the agreement governing a proposed sale. The Company is not actively marketing the property and is making improvements to the property, including working toward securing the final certificate
of occupancy and completing additional upgrades. The property, with a carrying value of approximately $
In
fiscal year 2025, the Company reclassified certain water rights with a carrying value of $
| 8. | Mining Properties |
On
July 21, 2022, the Company exercised the option to purchase the rights to unpatented lode claims in Tonopah, Nevada for a total consideration
of $
In
December 2023, the Company entered into a vacant land offer and acceptance agreement for the Company’s acquisition of certain mineral
patents totaling $
In June 2025, the Company’s TFLP was selected by the National Energy Dominance Council and the FAST-41 Permitting Council as a Transparency Priority Project. This designation highlights the project’s role in advancing domestic critical mineral lithium production and supporting U.S. energy independence. In August 2025, the TFLP was further approved by the FAST-41 Permitting Council as a Covered Priority Project, which provided additional resources to streamlining the permitting efforts for this project. The project is featured on the FAST-41 Permitting Dashboard.
| F-18 |
On
January 15, 2026, the Company purchased 88 unpatented claims adjacent to the TFLP for $
The
Company capitalizes costs incurred to acquire, explore, evaluate, and develop mineral properties once proven and probable mineral reserves
have been established and the project is deemed economically and technically feasible. Prior to the establishment of proven and probable
reserves, exploration and evaluation costs are expensed as incurred. Capitalized costs are recorded as mineral properties and mine development
assets and are amortized using the units-of-production method over the estimated recoverable proven and probable reserves of the related
mine, beginning when production commences. During fiscal years 2026 and 2025, the Company capitalized approximately $
| 9. | Intangible Assets |
The
Company’s acquisition of the commercial-scale battery recycling facility at the TRIC included water rights valued at $
The table below presents total intangible assets at June 30:
| 2026 | 2025 | |||||||
| Water rights | $ | $ | ||||||
In
fiscal year 2025, the Company reclassified certain water rights with a carrying value of $
| 10. | Accounts Payable and Accrued Liabilities |
The table below presents total accounts payable and accrued liabilities at June 30:
| 2026 | 2025 | |||||||
| Trade payables | $ | $ | ||||||
| Fixed assets in trade payables | ||||||||
| Accrued expenses | ||||||||
| Total accounts payable and accrued liabilities | $ | $ | ||||||
As of June 30, 2026 there was one supplier that accounted for more than 10% of the Company’s total accounts payable and accrued liabilities balance. As of June 30, 2025, there were no suppliers that accounted for more than 10% of the Company’s total accounts payable and accrued liabilities balance.
| F-19 |
| 11. | Notes Payable |
On
August 29, 2023, the Company and High Trail (the “Buyers”) entered into a Securities Purchase Agreement (the “Purchase
Agreement”), pursuant to which the Company can sell to the Buyers up to $
The carrying value, net of debt discount and issuance costs, was being accreted over the term of the Notes from date of issuance to date of full repayment, in August 2025, based on partial redemption payments, using the effective interest rate method.
On
September 13, 2024, the Notes were amended to allow payment of principal totaling $
On
November 14, 2024, the Purchase Agreement and Notes were amended to provide for the issuance of a new series of senior secured convertible
notes (the “2024 Notes”) in the aggregate principal amount of $
The
Company evaluated the amendment to the Purchase Agreement and concluded it was required to be accounted for as a troubled debt restructuring
under ASC 470-60, “Troubled Debt Restructurings by Debtors,” as a concession had been granted to the Company. Per ASC 470-60,
the carrying value of the Notes remained the same as before the amendment, reduced only by the fair value, $
On
December 19, 2024, the 2024 Notes were amended to increase the portion of principal that is subject to the higher conversion rate of
shares of common stock per $
| F-20 |
On
March 24, 2025, the conversion rate of the 2024 Notes was amended for $
On
July 18, 2025, the Buyers converted $
On
August 20, 2025, the Buyers converted $
As
of June 30, 2026, because of the conversions discussed above, the carrying value of the notes payable of $
| 12. | Leases |
Right-of-use (“RoU”) assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company determines if an arrangement is a lease at inception. RoU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Most operating leases contain renewal options that provide for rent increases based on prevailing market conditions. The terms used to calculate the RoU assets for certain properties include the renewal options that the Company is reasonably certain to exercise.
The discount rate used to determine the commencement date present value of lease payments is the interest rate implicit in the lease, or when that is not readily determinable, the Company estimates a rate of 8.0% for the fiscal year ended June 30, 2026 and 2025, based primarily on historical lending agreements. RoU assets include lease payments required to be made prior to commencement and exclude lease incentives. Both RoU assets and the related lease liability exclude variable payments not based on an index or rate, which are treated as period costs. The Company’s lease agreements do not contain significant residual value guarantees, restrictions, or covenants.
The Company leases office space under a non-cancelable operating lease agreement. The lease commenced December 1, 2024, and has a lease term of three years, expiring on November 30, 2027. The lease includes an option to renew for an additional two years; however, the Company is not reasonably certain to exercise the renewal option. Therefore, the renewal period has not been included in the calculation of the lease liability and the right-of-use asset in accordance with ASC 842, Leases. The Company occupies other office facilities under lease agreements that expire at various dates, many of which do not exceed a year in length. The Company does not have any finance leases as of June 30, 2026 and 2025.
Operating lease right-of-use assets are presented within the asset section of the Company’s consolidated balance sheets, while lease liabilities are included within the liability section of the Company’s consolidated balance sheets at June 30, 2026 and June 30, 2025.
The table below presents information related to the components of lease expense for the fiscal years ended June 30, 2026 and 2025, respectively:
| 2026 | 2025 | |||||||
| Operating lease cost | $ | $ | ||||||
| F-21 |
The table below presents total operating lease RoU assets and lease liabilities at June 30:
| 2026 | 2025 | |||||||
| Operating lease right-of-use asset | $ | $ | ||||||
| Operating lease liabilities | $ | $ | ||||||
The table below presents the maturities of operating lease liabilities as of June 30, 2026:
| June 30, 2027 | $ | |||
| June 30, 2028 | ||||
| Total lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Total operating lease liabilities | $ | |||
| Operating lease liabilities, current | $ | |||
| Operating lease liabilities, non-current | $ |
The table below presents the weighted average remaining lease term for operating leases and the weighted average discount rate used in calculating operating lease right-of-use asset as of June 30, 2026.
| Weighted average lease term (years) | ||||
| Weighted average discount rate | % |
| 13. | Derivative Liabilities |
During the six months ended December 31, 2024 the Company’s embedded conversion feature on its convertible notes and its outstanding warrants were treated as derivative liabilities for accounting purposes under ASC 815-40, “Derivatives and Hedging – Contracts in Entity’s Own Equity,” (“ASC 815-40”) due to insufficient authorized shares to settle these outstanding equity-linked contracts, while the terms of these instruments still allowed the holders to exercise which would require the Company to net-cash settle the instrument. In such cases, the Company adopted a sequencing approach under ASC 815-40 to determine the classification of its equity-linked financial instruments at issuance and at each subsequent reporting date. Under this sequencing policy, the Company reclassified to liabilities those equity-linked financial instruments with the most recent issuance or modification date. The derivative liabilities were initially recorded at fair value and subsequently re-valued each reporting date, with changes in fair value reported in the consolidated statements of operations. The Company utilized the Black-Scholes option-pricing model to value the derivative liabilities at initial reclassification and subsequent valuation dates, adjusted for instrument-specific terms as applicable.
In
August 2024, the Company issued common shares and warrants to purchase common shares under private placement subscription agreements.
See further discussion at Note 14. As there were insufficient authorized shares available at the time of issuance, the warrants were
classified as derivative liabilities, measured at fair value as of issuance, and re-measured to fair value as of September 30, 2024.
Of the $
For
the remaining private placement subscription agreements, the Company recognized the fair value of the warrants of $
| F-22 |
In
September 2024, the Company’s convertible notes were amended to increase the conversion rate of the conversion option. See further
discussion at Note 11. Upon modification, the Company no longer had sufficient authorized shares to settle all equity-linked contracts
including the convertible notes upon a potential conversion and accordingly, the embedded conversion feature was bifurcated from the
convertible notes to be accounted for as a derivative liability. The Company calculated a fair value of the bifurcated conversion feature
of $
In
November 2024, the Company’s shareholders approved and adopted an amendment to the articles of incorporation to increase the number
of authorized shares of the Company’s common stock from to . Upon the increase, the Company had sufficient
authorized shares available to settle all equity-linked contracts including the convertible notes and warrants to purchase common shares
included in derivative liabilities. As a result, the Company revalued the bifurcated conversion feature and the warrants to purchase
common shares as of the shareholder approval date and reclassified the associated derivative liabilities from long-term liabilities to
additional paid-in capital in the consolidated balance sheets. The Company recognized a $
During the period from December 31, 2024 through June 30, 2026, there was no activity related to the Company’s derivative liability instruments and the balance of derivative liabilities remained unchanged throughout this period.
The table below sets forth the Black-Scholes inputs and assumptions for the Company’s valuation and re-valuation of its derivative liabilities for the period ending June 30:
| 2025 | ||||
| Weighted average expected term (years) | ||||
| Risk-free interest rate | % | |||
| Dividend yield | % | |||
| Volatility | % | |||
| 14. | Stockholders’ Equity |
Preferred Stock
The Company’s amended and restated articles of incorporation authorize shares of preferred stock and provide that shares of preferred stock may be issued from time to time in one or more series. The Company’s board of directors (the “Board of Directors”) is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The Board of Directors is able to, without stockholder approval, issue shares of preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of the Board of Directors to issue shares of preferred stock without stockholder approval could have the effect of delaying, deferring, or preventing a change of control of the Company or the removal of existing management.
To date, the Company has authorized a total of shares of preferred stock. Of this amount the Company has designated a total of shares to four classes of preferred stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock. A description of each class of preferred stock is listed below.
| F-23 |
Series A Preferred Stock
The Company has shares of Series A Preferred Stock authorized with a par value of $ per share. The Company had shares of Series A Preferred Stock issued and outstanding on June 30, 2026 and June 30, 2025.
Series B Preferred Stock
The Company has shares of Series B Preferred Stock authorized with a par value of $ per share. The Company had shares of Series B Preferred Stock issued and outstanding on June 30, 2026 and June 30, 2025.
Series C Preferred Stock
The Company has shares of Series C Preferred Stock authorized with a par value of $ per share. The Company had shares of Series C Preferred Stock issued and outstanding on June 30, 2026 and June 30, 2025.
Series D Preferred Stock
The Company has shares of Series D Preferred Stock authorized with a par value of $ per share. The Company had shares of Series D Preferred Stock issued and outstanding on June 30, 2026 and June 30, 2025.
Common Stock
In November 2024, the Company’s shareholders approved and adopted an amendment to the articles of incorporation to increase the number of authorized shares of the Company’s common stock from to .
Fiscal Year ended June 30, 2026:
During fiscal year 2026, the Company issued common shares, respectively, upon the vesting of share-based awards.
On
April 3, 2024, the Company entered into an ATM sales agreement with Virtu Americas LLC, pursuant to which the Company may offer and sell,
from time to time through the sales agent, shares (the “Shares”) of the Company’s common stock, par value $ per
share, subject to the terms and conditions of the Sales Agreement. On September 19, 2025, the Company filed a prospectus supplement to
its registration statement on Form S-3 (File No. 333-252492) related to the offer and sale from time to time of the Shares having an
aggregate offering price of up to $
In
addition, the Company settled the issuance of common shares for a total of $
On
July 23, 2025, one of the Company’s institutional investors exercised common stock warrants at an exercise price of $
On
October 13, 2025, one of the Company’s institutional investors exercised common stock warrants at an exercise price of
$
| F-24 |
On
October 27, 2025, a holder of warrants exercised common stock warrants at an exercise price of $
On
November 10, 2025, a holder of warrants exercised common stock warrants at an exercise price of $
During
the three months ended December 31, 2025, holders of warrants exercised right to purchase an aggregate of
The
Company issued common shares to the Note holders pursuant to the debt conversion option in lieu of cash payment of $
Fiscal year ended June 30, 2025:
During the fiscal year 2025, the Company issued common shares upon vesting of share-based awards.
On
July 22, 2024, the Board of Directors authorized and approved to extend the expiration date to April 30, 2025 for
On
August 1, 2024, the Company agreed to sell in a private placement 53 Group A Units (defined below) to several accredited investors and
23 Group B Units to the Company’s new Chief Operating Officer, to an immediate family member of the Chief Executive Officer, and
to two current employees, a portion of which was rescinded on November 12, 2024 (see Note 6), resulting in the sale of a total of only
18 Group A Units and 23 Group B Units in such private placement. Each “Group A Unit” consists of shares of Common
Stock,
Upon issuance of the common stock and warrants in the private placement, the Company concluded that it had insufficient authorized shares to settle the warrants sold as well as certain previously issued warrants (see Note 13). As the warrants were therefore accounted for as derivative liabilities and remeasured at fair value each reporting period (see Note 13), the Company allocated the proceeds first to the warrants with any residual proceeds allocated to the common shares. A day-one loss is recognized to the extent the recognized fair value of common shares and warrants exceeds the proceeds received.
In
February 2025, investors purchased 35 units at a purchase price of $
| F-25 |
During
fiscal year 2025, the Company issued common shares to the Note holders pursuant to the debt conversion option in lieu of
cash payment of $
On
November 13, 2024, the Company’s shareholders approved the Company’s 2024 Employee Stock Purchase Plan (the “2024 ESPP”).
The 2024 ESPP provides the Company’s employees with the ability to contribute a portion of their earnings to purchase the Company’s
shares of common stock. Pursuant to the terms of the 2024 ESPP, the Company’s executive officers and all of its other employees
will be allowed to participate in the 2024 ESPP. During the period, employees purchased shares under the 2024 ESPP with an aggregate
purchase price of $
On
December 23, 2024, the Company entered into a securities purchase agreement with two institutional investors including the Buyers for
the purchase and sale of (i) shares its common stock, and (ii) warrants exercisable for up to an aggregate of
On
December 27, 2024, the Company entered into another securities purchase agreement with two institutional investors including the Buyers
for the purchase and sale of (i) shares of its common stock, and (ii) warrants exercisable for up to an aggregate of
| 2026 | 2025 | |||||||
| Convertible notes | ||||||||
| Warrants | ||||||||
| Share awards outstanding | ||||||||
| Total potentially dilutive | ||||||||
| 15. | Share Purchase Warrants |
During fiscal year 2026, there were common shares issued related to warrants exercised.
During
fiscal year 2025, there were total warrants issued. The Company issued warrants pursuant to the Private Placement
(see Note 14), of which
| Number of Warrants | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | |||||||||||||
| Balance, June 30, 2024 | $ | |||||||||||||||
| Granted | ||||||||||||||||
| Rescinded | ( | ) | ||||||||||||||
| Exercised | ( | ) | ||||||||||||||
| Expired | ( | ) | ||||||||||||||
| Balance, June 30, 2025 | ||||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ( | ) | ||||||||||||||
| Forfeited | ( | ) | ||||||||||||||
| Expired | ( | ) | ||||||||||||||
| Balance, June 30, 2026 | $ | $ | ||||||||||||||
| Exercisable, June 30, 2026 | $ | $ | ||||||||||||||
| F-26 |
| 16. | Equity Compensation Awards |
The Company has established the Retention Plan to issue shares in the effort to retain key executives, directors, and employees. The Retention Plan allows for several different types of awards to be granted, including but not limited to, restricted share units and restricted share awards, collectively referred to as “share awards”. Share awards generally have the same expense characteristics under US GAAP and generally vest over a four-year period at a rate of % per annum.
Under the Retention Plan, the Company is authorized to issue shares of common stock to employees and non-employees up to ten percent (%) of the total number of shares of common stock outstanding as of December 31, each year, on a fully diluted basis, while the Retention Plan remains in effect. During fiscal years 2026 and 2025, the Company granted million and million share awards under the Retention Plan, respectively.
| Units | Weighted- Average Grant Date Fair Value per Unit | |||||||
| Unvested share awards at June 30, 2024 | ||||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Forfeitures | ( | ) | ||||||
| Unvested share awards at June 30, 2025 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Forfeitures | ( | ) | ||||||
| Unvested awards at June 30, 2026 | $ | |||||||
As awards are granted, for those awards subject solely to a service condition, stock-based compensation equivalent to the fair market value of the underlying common stock on the date of grant is expensed over the requisite service period, generally four years with a maximum contractual term of ten years, using the graded vesting attribution method as acceptable under ASC 718, “Compensation-Stock Compensation.” For awards that include performance conditions, compensation expense is recognized when achievement of the performance condition is considered probable and only for the portion of the requisite service period that has been rendered. The Company accounts for forfeitures as they occur. The fair value of share awards that vested during the fiscal year ended June 30, 2026 totaled $ million.
The Company recognized total stock-based compensation expense of $ million and $ million for the fiscal years 2026 and 2025, respectively. Included in the $ million recognized during fiscal year 2026 was $ million related to executive performance-based awards. Included in the $ million recognized during the fiscal year 2025 was $ million related to executive performance-based awards.
For the fiscal years 2026 and 2025, total stock-based compensation expense included $ million and $ million, respectively, related to common share warrants awarded to employees of the Company.
As of June 30, 2026, there were approximately $ million of unamortized expenses relating to outstanding equity compensation awards to be recognized over a remaining weighted-average period of years.
| 2026 | 2025 | |||||||
| Cost of goods sold | $ | $ | ||||||
| General and administrative | ||||||||
| Research and development | ||||||||
| Exploration | ||||||||
| Total stock-based compensation | $ |
$ | ||||||
| F-27 |
Executive officers and selected other key employees are eligible to receive common share performance-based awards, as determined by the board of directors. The payouts, in the form of share awards, vary based on the degree to which corporate operating objectives are met. These performance-based awards typically include a service-based requirement, which is generally four-years.
| 17. | Income Taxes |
The Company has not recognized any income tax provisions for the fiscal years ended June 30, 2026 and 2025.
Domestic and foreign pretax loss from continuing operations for the fiscal years ended June 30:
| 2026 | 2025 | |||||||
| Domestic | $ | ( | ) | $ | ( | ) | ||
| Foreign | ||||||||
| Domestic and foreign pre-tax loss | $ | ( | ) | $ | ( | ) | ||
The components of the provision (benefit) for income taxes for the fiscal years ended June 30:
| 2026 | 2025 | |||||||
| Current | ||||||||
| Federal | $ | $ | ||||||
| State | ||||||||
| Total Current | $ | $ | ||||||
| 2026 | 2025 | |||||||
| Deferred | ||||||||
| Federal | $ | $ | ||||||
| State | ||||||||
| Total Deferred | $ | $ | ||||||
Tax Rate Reconciliation
The reconciliation from the statutory federal income tax rate to the Company’s effective income tax rate, applying ASU 2023-09 prospectively, follows:
| For the Fiscal Year Ended June 30, 2026 | Percent | |||||||
| $ | ( | ) | % | |||||
| State and local income taxes, net of federal benefit | % | |||||||
| Tax Credits | ||||||||
| Research and development | ( | ) | % | |||||
| Changes in valuation allowance | ( | )% | ||||||
| Nontaxable or nondeductible items | ||||||||
| Permanent | ( | )% | ||||||
| Stock compensation | ( | ) | % | |||||
| Section 162(m) Officer’s Compensation | ( | )% | ||||||
| Other, net | % | |||||||
| Income tax provision (benefit) | $ | % | ||||||
| F-28 |
The reconciliation from the statutory federal income tax rate to our effective income tax rate, applying ASC 740 prior to the adoption of ASU 2023-09, follows:
| 2025 | ||||
| Net loss before taxes | $ | ( | ) | |
| Statutory Rate | % | |||
| Computed expected tax recovery | ( | ) | ||
| State income tax (benefit), net of federal benefit | ( | ) | ||
| Other permanent tax differences | ||||
| Share-based compensation – RSUs/PSUs | ||||
| Tax credit | ( | ) | ||
| Deferred adjustments and other | ( | ) | ||
| Change in valuation allowance | ||||
| Total income tax provision | $ | |||
Income Taxes Paid
The cash paid for taxes relates to state minimum taxes, the majority of which relates to California. The amount of income taxes paid during the year does not meet the five percent disaggregation threshold. Cash paid for income taxes (net of refunds) consisted of the following:
| For the Fiscal Year Ended June 30, 2026 | ||||
| Federal | $ | |||
| State | ||||
| California | ||||
| Idaho | ||||
| Massachusetts | ||||
| Total income taxes paid | $ | |||
The significant components of deferred income tax assets and liabilities at June 30, after applying the statutory corporate income tax rate, are as follows for the fiscal years ended June 30:
| 2026 | 2025 | |||||||
| Net operating losses | $ | $ | ||||||
| Stock-based compensation | ||||||||
| Section 174 capitalization | ||||||||
| Other temporary differences | ||||||||
| Fixed assets and intangibles | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax asset | $ | $ | ||||||
We
believe that it is more likely than not that the benefit from our net deferred tax assets will not be realized. At June 30, 2026 and
2025, respectively, we have provided a valuation allowance of $
| F-29 |
As
of June 30, 2026, the Company has accumulated federal and state net operating loss carryforwards of approximately $
Utilization of net operating losses, credit carryforwards, and certain deductions may be subject to a substantial annual limitation due to ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The tax benefits related to future utilization of federal and state net operating losses, tax credit carryforwards, and other deferred tax assets may be limited or lost if cumulative changes in ownership exceeds 50% within any three-year period. Additional limitations on the use of these tax attributes could occur in the event of possible disputes arising in examinations from various taxing authorities. Any net operating loss or credit carryforwards that will expire prior to utilization as a result of such limitations will be removed from deferred tax assets.
Unrecognized Tax Benefits
The unrecognized tax benefits for the Company are as follows as of June 30:
| 2026 | 2025 | |||||||
| Unrecognized tax benefits, beginning of period | $ | $ | ||||||
| Decrease during the period | ||||||||
| Increase during the period | ||||||||
| Unrecognized tax benefits, end of period | $ | $ | ||||||
The Company files U.S. income tax returns with varying statutes of limitations. The tax returns for fiscal years ended September 30, 2012, to June 30, 2026, remain open to examination due to the carryover of unused NOL carryforwards and tax credits. The Company is not under examination by any tax authority as of June 30, 2026.
| 18. | Segment and Other Information |
The Company has determined that its Chief Executive Officer is its chief operating decision maker (“CODM”). The Company operates as a single business operating segment, which includes all activities related to the exploration of new primary resources of battery metals, in the development and commercialization of new technologies for the extraction of these battery metals from primary resources, and in the commercialization of an internally developed integrated process for the recycling of lithium-ion batteries. Accordingly, the CODM uses consolidated net income to assess financial performance and inform decisions on how to allocate resources. The financial information provided to the CODM does not contain significant disaggregated expenses outside of what is already disclosed in the statements of operations.
Revenue
from five major customers during the fiscal year ended June 30, 2026 and three major customers for the fiscal year ended June 30, 2025
accounted for
Substantially all of the Company’s long-lived assets and operating lease right-of-use assets were located in the United States as of June 30, 2026 and 2025.
| F-30 |
| 19. | Supplemental Statement of Cash Flow Disclosures |
For the fiscal years ended June 30:
| 2026 | 2025 | |||||||
| Supplemental disclosures: | ||||||||
| Interest paid | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Purchases of property and equipment accrued in current liabilities | ||||||||
| Right-of-use asset obtained in exchange for lease liability | ||||||||
| Debt payment satisfied with common shares | ||||||||
| Assets transferred from assets held-for-sale to property and equipment | ||||||||
| Payable forgiven in exchange for subscription agreement | ||||||||
| Assets transferred to assets held-for-sale | ||||||||
| Assets transferred from assets held-for-sale to intangible assets | ||||||||
| 20. | Commitments and Contingencies |
From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. Except as otherwise identified herein, management is currently not aware of any such legal proceedings or claims that could have, individually or in aggregate, a material adverse effect on our business, financial condition, or operating results.
Operating Leases
The Company leases its principal office location in Reno, Nevada. It also leases lab space at the University of Nevada, Reno on short term leases. The principal office location lease expires on November 30, 2027, and the Lab lease expires on January 31, 2027. Consistent with the guidance in ASC 842, Leases, the Company has recorded the principal office lease in its consolidated balance sheet as an operating lease. For further information on operating lease commitments, see Note 12.
Financial Assurance
Nevada
and other states, as well as federal regulations governing mine operations on federal land, require financial assurance to be provided
for the estimated costs of mine reclamation and closure, including groundwater quality protection programs. The Company has satisfied
financial assurance requirements using a combination of cash bonds and surety bonds. The amount of financial assurance the Company is
required to provide will vary with changes in laws, regulations, reclamation and closure requirements, and cost estimates. At June 30,
2026, the Company’s financial assurance obligations associated with U.S. mine closure and reclamation/restoration cost estimate
totaled $
| 21. | Subsequent Events |
A recently-issued federal directive effectively prohibits the export of black mass for any domestic company from the United States, unless an exception or adjustment is obtained from the Department of Commerce The Directive took effect on August 27, 2026, and remains in effect for approximately one year from the date of publication. If the Company is unable to obtain an exception, the Company will not be able to sell black mass to foreign customers, which could result in a material adverse effect on its revenue, results of operations, financial condition, and ability to fund ongoing operations. Sales of black mass represent the majority of the Company’s total revenue, and substantially all of its current black mass customers are located outside the United States. The Company has submitted a request for an exception from the Directive’s domestic allocation requirement and is actively engaging with Congressional representatives, government affairs advisors, and other stakeholders regarding this matter. Under the Directive, companies may submit exception requests on a rolling basis, and BIS intends to respond within 14 days of receipt.
The Company is monitoring developments regarding the Directive, including the public comment period (which remains open until November 4, 2026), potential legislative action, and any modifications BIS may make to the Directive or exception process. The Company intends to pursue all available avenues to obtain relief, but it cannot predict the outcome of these efforts or their timing.
| F-31 |
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Controls and Procedures
Evaluation of Disclosure Controls and Procedures.
We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Disclosure controls and procedures are controls and other procedures designed to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of June 30, 2026, the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2026, the Company’s disclosure controls and procedures are not effective, based on the material weaknesses described below.
Management’s Report on Internal Control over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Management, with the participation of the principal executive officer and principal financial officer, under the oversight of our Board of Directors, assessed the effectiveness of our internal control over financial reporting as of June 30, 2026, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 Framework). Based on this assessment, management concluded that, as of June 30, 2026, our internal control over financial reporting was not effective, due to the material weaknesses in internal control over financial reporting, described below.
Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including the individuals serving as our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.
| 36 |
Material Weaknesses in Internal Control over Financial Reporting
The Company did not maintain a sufficient complement of personnel with the appropriate level of technical accounting expertise to effectively identify, evaluate, and design controls related to complex transactions. Additionally, the Company did not maintain adequate segregation of duties within its financial reporting processes, resulting in incompatible responsibilities and insufficient independent review controls. As a consequence, internal control deficiencies related to the design and operation of process-level controls were determined to be pervasive throughout the Company’s financial reporting processes. These material weaknesses create a reasonable possibility that a material misstatement of account balances or disclosures in the consolidated financial statements may not be prevented or detected in a timely manner. Therefore, we concluded that the deficiencies represent material weaknesses in the Company’s internal control over financial reporting and our internal control over financial reporting was not effective as of June 30, 2026.
Remediation Plan
Remediation Efforts for Identified Material Weaknesses
We have implemented, and are continuing to design and implement, measures to remediate the control deficiencies that resulted in the material weaknesses identified in our internal control over financial reporting.
Remediation Measures in Progress:
| ● | We are designing and implementing controls related to our internal control risk assessment process, including the identification and response to relevant risks. | |
| ● | We are designing and implementing general information technology (IT) controls, including logical access and program change controls, and are in the process of hiring qualified IT personnel. | |
| ● | We are designing and implementing controls over the evaluation and oversight of relevant service organizations. | |
| ● | We have engaged a third-party consultant that is assisting management in the evaluation, design and implementation of internal controls over financial reporting. | |
| ● | We will hire additional personnel with appropriate level of technical accounting expertise to effectively identify, evaluate and design controls related to complex transactions. | |
| ● | On January 25, 2026, the Board of Directors of the Company appointed Alejandro Flores Arteaga to serve as Chief Financial Officer of the Company, effective February 9, 2026. Jesse Deutsch, the Interim Chief Financial Officer, retired from the Company effective February 9, 2026. |
We will consider the material weaknesses remediated when the relevant controls have been fully implemented, have operated for a sufficient period of time, and when management has concluded, through testing, that these controls are operating effectively. As we continue to monitor and evaluate the effectiveness of our internal control over financial reporting, we may implement additional changes or enhancements as deemed necessary.
| 37 |
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Certain information required by Part III is omitted from this report because the Company will file a definitive proxy statement within 120 days after the end of its fiscal year pursuant to Regulation 14A (the “Proxy Statement”) for its annual meeting of stockholders, and certain information included in the Proxy Statement is incorporated herein by reference.
Item 10. Directors, Executive Officers, and Corporate Governance
The information required by this Item 10 will be set forth in the Proxy Statement and is incorporated in this report by reference.
Item 11. Executive Compensation
The information required by this item will be set forth in the Proxy Statement and is incorporated in this report by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this item will be set forth in the Proxy Statement and is incorporated in this report by reference.
Securities Authorized for Issuance under Equity Compensation Plans
The information required by this item will be set forth in the Proxy Statement and is incorporated in this report by reference.
Item 13. Certain Relationships and Related Party Transactions and Director Independence
The information required by this item will be set forth in the Proxy Statement and is incorporated in this report by reference.
Item 14. Principal Accounting Fees and Services
The information required by this item will be set forth in the Proxy Statement and is incorporated in this report by reference.
| 38 |
PART IV
Item 15. Exhibits and Financial Statement Schedules.
The following exhibits are either provided with this Annual Report or are incorporated herein by reference:
| 39 |
| 40 |
| 41 |
* Furnished herewith.
** Certain Confidential information contained in this exhibit has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Additionally, certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) under Regulation
Item 16. Form 10-K Summary.
None.
| 42 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| AMERICAN BATTERY TECHNOLOGY COMPANY (Registrant) | ||
| Date: September 14, 2026 | By: | /s/ Ryan Melsert |
| Name: | Ryan Melsert | |
| Title: | Chief Executive Officer (Principal Executive Officer) | |
| Date: September 14, 2026 | /s/ Alejandro Flores Arteaga | |
| Name: | Alejandro Flores Arteaga | |
| Title: | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| /s/ Ryan Melsert | Chief Executive Officer and Chief Technology Officer | |||
| Ryan Melsert | (Principal Executive Officer), and Director | September 14, 2026 | ||
| /s/ Alejandro Flores Arteaga | Chief Financial Officer (Principal Financial and | |||
| Alejandro Flores Arteaga | Accounting Officer) | September 14, 2026 | ||
| /s/ Elizabeth Lowery | ||||
| Elizabeth Lowery | Director | September 14, 2026 | ||
| /s/ Susan Yun Lee | ||||
| Susan Yun Lee | Director | September 14, 2026 | ||
| /s/ D. Richard Fezell | ||||
| D. Richard Fezell | Chairman of the Board, Director | September 14, 2026 | ||
| /s/ Lavanya Balakrishnan | ||||
| Lavanya Balakrishnan | Director |
| 43 |
Exhibit 19.1
 |
100 Washington Street, St #100, Reno, NV 89503 |
| 1 | Policy |
This Insider Trading Policy (this “Policy”) provides guidelines with respect to transactions in the securities of American Battery Technology Company (“ABTC”) and the handling of confidential information about ABTC, its subsidiaries, and the companies with which ABTC does business. ABTC has adopted this Policy to promote compliance by all Company employees, consultants and other service providers with federal and state securities laws that prohibit certain persons who are aware of material, nonpublic information (“Insider Information,” further defined below) about a company from: (i) trading in securities of that company; or (ii) providing Insider Information to other persons who may trade on the basis of that information. Employees or consultants who trade on Insider Information (or tip such Insider Information to others) can be personally liable for damages totaling up to three times the profits made or the loss avoided by the individual trading with inside information. Insider trading is also a crime that can result in a criminal fine (no matter how small the profit) of up to five million dollars and a jail term of up to twenty years, as well as penalties described below under the heading “Consequences of Violations.”
The Securities and Exchange Commission (“SEC”) is the federal agency charged with enforcing insider trading laws in the United States. The SEC vigorously pursues insider trading violations and can detect violations using advanced technologies. The SEC’s authority to initiate insider trading investigations includes the ability to obtain the Company’s employee and consultant records, to access individual’s bank accounts and phone records, to obtain broker’s records, etc. An SEC investigation can be triggered through a variety of actions, including by an individual’s unusual trading activity, trading volume, the timing of trades that coincide with important company changes, or simply an anonymous tip to the SEC.
| 2 | Scope |
This Policy applies to ABTC and all its subsidiaries (collectively, the “Company”). This Policy applies to all officers of the Company, all members of the ABTC’s and its subsidiaries’ Boards of Directors, and all employees and independent contractors and interns of the Company. This Policy also applies to Family Members, other members of a person’s household and entities controlled by a person covered by this Policy, as described below.
| 3 | Objective |
If you are aware of Insider Information related to the Company, you may not directly, or indirectly through Family Members or other persons or entities:
Engage in transactions in ABTC securities, except as otherwise specified in this
| (a) | Policy under the headings “Transactions Under Company Plans,” “Transactions Not Involving a Purchase or Sale” and “Rules and Guidelines for Rule 10b5-1 Trading Plans”; |
| (b) | Recommend the purchase or sale of any ABTC securities; |
| (c) | Disclose Insider Information (e.g. “tipping”) to persons within the Company whose jobs do not require them to have that information, or outside of the Company to other persons, including, but not limited to, family, friends, business associates, investors, and expert consulting firms, unless any such disclosure is made in accordance with the Company’s policies regarding the protection and authorized external disclosure of information regarding the Company; or |
| (d) | Assist anyone engaged in the above activities. |
|
100 Washington Street, St #100, Reno, NV 89503 |
Insider Information means information that is both material and nonpublic (as explained in section 8). These prohibitions apply even if the transaction in question was planned or initiated before you learned of Insider Information. Note that bona fide gifts of ABTC securities are considered transactions subject to the restrictions in this Policy.
In addition, if in the course of working for the Company you learn of Insider Information about a company with which the Company does business, including a customer or supplier of the Company, you may not trade in that company’s securities until the information becomes public or is no longer material.
Under this Policy, the Company cannot make exceptions even for transactions that may seem necessary or justifiable for personal reasons (such as the need to raise money for an emergency expenditure), or small transactions. Insider trading is transaction-specific, and the securities laws do not recognize any mitigating circumstances.
| 4 | Transactions by Family Members and Others |
This Policy applies to your family members who reside with you (including a spouse, a child, a child away at college, stepchildren, grandchildren, parents, stepparents, grandparents, siblings, and in-laws), anyone else who lives in your household, and any family members who do not live in your household but whose transactions in ABTC securities are directed by you or are subject to your influence or control, such as parents or children who consult with you before they trade in ABTC securities (collectively referred to as “Family Members”). You are responsible for the transactions of these other persons and therefore should make them aware of the need to confer with you before they trade in ABTC securities, and you should treat all such transactions for the purposes of this Policy and applicable securities laws as if the transactions were for your own account. For example, if you are talking to your brother-in-law about your job and mention ABTC is going to close its biggest quarter ever, your brother-in-law now has Insider Information and should not trade in ABTC securities. If he does, you will both then be liable for insider trading violations. Therefore, it is your responsibility to inform your brother-in-law of this Policy and the consequences of violation of this Policy.
This Policy does not, however, apply to personal securities transactions of Family Members where the purchase or sale decision is made by a third party not controlled by, influenced by, or related to you or your Family Members. For example, if your mother-in-law has engaged a third-party money manager that independently decides to trade in ABTC securities without talking with you, your mother-in-law, or any ABTC affiliate, then the restrictions in this Policy would not be applicable.
| 4.1 | Transactions by Entities that You Influence or Control |
This Policy applies to any entities that you influence or control, including but not limited to any corporations, partnerships, limited liability companies or trusts (collectively referred to as “Controlled Entities”), and transactions by these Controlled Entities should be treated for the purposes of this Policy and applicable securities laws as if they were for your own account.
|
100 Washington Street, St #100, Reno, NV 89503 |
| 4.2 | Insider Information of Other Companies |
You may not trade in the securities of any other company while aware of material, nonpublic information concerning that company if you acquired that information in the course of your Company duties, as the authorities view that as “misappropriating” the material, nonpublic information and therefore may hold you liable for insider trading based on that action.
You may have access to material, non-public information about companies with which the Company does business (e.g., product enhancements, strategic alliances, etc.). This type of information would make you an “insider” of that other company and you must therefore follow the trading restrictions for that other company (which may differ from the Company’s restrictions). Note that information that is not material to the Company may be material to another company, such as a supplier or partner of the Company. When in doubt, contact the Company personnel described in section 5.
| 4.3 | Prohibited Transactions |
Because there is a heightened legal risk, the appearance of improper or inappropriate conduct, or both, in any of the following transactions, you may not engage in any of these:
| (a) | Short Sales. You may not engage in short sales of ABTC securities. Short sales of ABTC securities (i.e., the sale of a security that the seller does not own) may evidence an expectation on the part of the seller that the securities will decline in value, and therefore have the potential to signal to the market that the seller lacks confidence in the Company’s prospects. Short sales may reduce a seller’s incentive to seek to improve the Company’s performance. In addition, Section 16(c) of the Exchange Act prohibits officers and directors from engaging in short sales. | |
| (b) | Publicly Traded Options. You may not engage in transactions in put options, call options or other ABTC derivative securities, on an exchange or in any other organized market. Given the relatively short term of publicly traded options, transactions in options may create the appearance that you are trading based on Insider Information and may also focus your attention on short-term performance at the expense of the Company’s long-term objectives. | |
| (c) | Section 16(b) Recapture of Short-Swing Profits. Section 16(b) of the Exchange Act imposes liability on officers, directors, and ten-percent holders for any profit derived by them as the result of any purchase and sale occurring within any six-month period. Any excess of the sale price over the purchase price is considered to be “profit,” and is recoverable by Company. It does not matter whether the purchase or the sale occurs first, and it is not necessary for the same shares to be involved in each of the matched transactions. Transactions are paired so as to extract the maximum profit by matching the lowest purchase price and the highest sale price within a six-month period; losses cannot be offset against gains. The result is that liability may exist under Section 16(b) even though an insider’s overall trading in the stock resulted in a loss. If officers or directors of the Company engage in transactions after they are no longer officers or directors, such transactions can be matched for Section 16(b) purposes if they occur within six months of an opposite-way transaction which occurred while they were still an officer or director of the Company. Good faith or inadvertence on the part of an insider is no defense to liability under Section 16(b) and no knowledge of inside information need be involved. If the Company itself does not press a claim for recovery of the short-swing profit, any stockholder may do so on behalf of the Company (and may be awarded attorneys’ fees as well). |
|
100 Washington Street, St #100, Reno, NV 89503 |
| 4.4 | Placing Open Orders with Brokers |
When placing an open order with a broker you should inform the broker that you are subject to this Policy and, if applicable, its Trading Window procedures (and Pre-Clearance Procedures, if applicable) to assure that all open orders are canceled prior to the closure of any Trading Window. Exercise caution when placing open orders, such as limit orders or particularly where the order is likely to remain outstanding for an extended period of time, except in accordance with an approved 10b5-1 trading plan (as discussed below). Open orders may result in the execution of a trade at a time when you are aware of Insider Information or otherwise are not permitted to trade in ABTC securities, which may result in inadvertent insider trading violations, Section 16 violations (for officers and directors), violations of this Policy, and unfavorable publicity for you and the Company.
| 4.5 | Post-Termination Transactions |
This Policy continues to apply to transactions in ABTC securities even after termination of your service (whether as an employee, consultant or other service provider) to the Company. If you are in possession of Insider Information when your service terminates, you may not trade in ABTC securities until that information has become public or is no longer material. In addition, if the Trading Window is closed or you are subject to a special trading restriction under this Policy at the time you cease to be affiliated with the Company are expected to abide by the applicable trading restrictions until at least the end of the applicable trading restriction.
| 5 | Procedures |
The Company has established procedures in order to assist in the administration of this Policy, to facilitate compliance with the laws prohibiting insider trading, and to avoid the appearance of any impropriety.
| (a) | Company Assistance. If you have any concerns about whether you are in possession of Insider Information or if you are in a sensitive position within the Company, you should contact the Company’s General Counsel (“GC”) before you buy or sell ABTC securities. This will help ensure that even employees and consultants unaware of a particular piece of information do not give the appearance of improperly trading ABTC stock. Any person who has a question about this Policy or its application to any proposed transaction may obtain additional guidance from the GC. |
|
100 Washington Street, St #100, Reno, NV 89503 |
| (b) | Pre-Clearance Procedures. Other than transactions made pursuant to an approved Rule 10b5-1 trading plan, no Designated Insider (as defined below) or related person may purchase or sell ABTC securities unless the Company’s GC has pre-cleared the transaction. Pre-clearance is not required for the exercise of a stock option or warrant if no shares of stock are sold in the open market in connection with the exercise. Pre-clearance is required for a “cashless” exercise of stock options or warrants where shares are sold to cover the cost of the exercise price of the options or warrants. After receiving permission to engage in a trade, Designated Insiders should either complete their trade within three (3) business days or make a new trading request. The GC may refuse to permit any transaction if it is determined that there are pending corporate developments that could give rise to a charge of insider trading. |
| (c) | Waiver. Waiver of any provision of this Policy in a specific instance may be authorized in writing by the GC of the Company. Be advised that any such waiver may need to be publicly disclosed by the Company and shall be reported to the Board of Directors of ABTC at its next regularly scheduled meeting. |
| (d) | Certification. All persons subject to this Policy may be required to certify and re-certify, from time to time, their understanding of, and intent to comply with, this Policy. Each person certifying this Policy acknowledges that their obligation to comply with securities laws is independent of this Policy and compliance with this Policy will not exempt them in the case of any conflict between this Policy and any such securities laws. |
| (e) | Amendment. This Policy may be amended by ABTC’s Board of Directors or the GC. Furthermore, the SEC has proposed significant changes to rules regarding rules related insider trading which could significantly affect this Policy. You agree to execute an acknowledgement and agreement to any revised Policy. |
| 5.1 | Trading Window |
Persons subject to this Policy may only conduct transactions involving ABTC securities (other than as specified in section 6) when the Company trading window is open. Whether or not the trading window is open, you are always subject to the prohibitions on trading on the basis of Insider Information and any other applicable restrictions in this Policy.
| (a) | Trading Window. All persons subject to this Policy are prohibited from engaging in transactions involving ABTC securities when the Company-wide trading window (the “Trading Window”) is closed each quarter. For Designated Insiders, the Trading Window opens each quarter at the start of the first trading day that is at least 48 hours following the date of public disclosure of the financial results for the previous fiscal quarter and the Trading Window closes two weeks prior to each quarter end. For all other persons subject to this Policy, the Trading Window opens each quarter at the start of the first trading day that is at least 48 hours following the date of public disclosure of the financial results for the previous fiscal quarter and the Trading Window closes upon each quarter end. The period following the closure of the Trading Window is a particularly sensitive time for transactions involving the Company due to the fact that, during this period, individuals may often possess or have access to Insider Information relevant to the expected financial results for the quarter. |
|
100 Washington Street, St #100, Reno, NV 89503 |
| (b) | Special Trading Restrictions. From time to time, an event may occur that is material to ABTC and is known by only a few directors, officers, or employees. So long as the event remains material and nonpublic, the GC may provide a list of directors, officers, or employees that may not trade ABTC securities. The existence of an event-specific trading restriction will not be announced to the Company as a whole and should not be communicated to any other individuals. Even if the GC has not explicitly designated you as a person who is prohibited from trading due to an event-specific restriction, you may not trade while aware of Insider Information. |
| (c) | No “Safe Harbors.” There are no unconditional “safe harbors” for trades made at particular times, and all persons subject to this Policy should exercise good judgment at all times. Even when the Trading Window is open, you may be prohibited from engaging in transactions involving the Company’s securities if you possess Insider Information, are subject to a special trading restriction, or are otherwise restricted under this Policy. |
| 5.2 | Rules and Guidelines for Rule 10b5-1 Trading Plans |
Designated Insiders may wish to consider entering into pre-arranged 10b5-1 trading plans. 10b5-1 trading plans, when properly adopted, can provide an exception to the general prohibition against trading when the Designated Insider is in possession of material nonpublic information or trading when the trading window is closed. 10b5-1 trading plans provide a defense from insider trading liability if trades occur pursuant to a trading plan that meets certain specified conditions. Under a 10b5-1 trading plan, an insider enters into a binding written plan that specifies the amount, price, and/or date on which securities are to be purchased or sold. The Designated Insider may claim a defense to insider trading liability if the transactions under the trading plan occur at a time when the Designated Insider is in possession of material nonpublic information.
These plans can only be established, modified, or terminated during an open window and at a time when the Designated Insider does not possess material nonpublic information. All such plans of Designated Insiders must be submitted to the GC’s office for review and approval before adoption. All such plans must be executed through a broker and be documented using a form that is pre-approved by the GC’s office. Trading according to an approved 10b5-1 trading plan will not require further preclearance at the time of the trade. You may not enter into more than one (1) 10b5-1 trading plan at the same time. All plans for directors and officers must include a waiting period of the later of (i) ninety (90) days between establishing the plan (or amending the plan) and the first trade made under the plan and (ii) two (2) business days following the filing of the Company’s Form 10-Q or Form 10-K for the quarter in which the plan was adopted or modified, with a maximum one hundred twenty (120) day period. The Company is required to disclose on Form 10-Q and 10-K, as applicable, if a director or officer adopted, materially modified or terminated a 10b5-1 trading plan during the covered period. Actual sales made through 10b5-1 trading plans must be disclosed on a Form 4 for Section 16 Insiders. The details of the rule, and one’s obligations under the rule, are complex, and further information about the rule is available upon request from the GC’s office.
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100 Washington Street, St #100, Reno, NV 89503 |
| 6 | Exceptions |
The quarterly Trading Window closures and event-driven trading restrictions do not apply to those transactions described below. Further, the requirement for pre-clearance, the quarterly Trading Window closures and event-driven trading restrictions do not apply to transactions conducted pursuant to an approved Rule 10b5-1 Plan (although such requirements are applicable to the establishment of the plan itself).
| 6.1 | Transactions under Company Plans |
The prohibitions described in this Policy do not apply in the case of the following transactions, except as specifically noted:
| (a) | Stock Option Exercises for Cash. This Policy does not restrict the exercise for cash of an employee stock option or warrant acquired pursuant to the Company’s plans (including assumed plans of companies acquired by the Company). It does, however, restrict any sale of ABTC stock as part of a broker-assisted cashless exercise of an option or warrant, any other market sale for the purpose of generating the cash needed to pay the exercise price of an option or warrant, or any sale of shares acquired upon the exercise of an option or warrant. |
| (b) | Restricted Stock Units and Performance Shares. This Policy does not restrict the vesting of restricted stock units (“RSUs”), performance shares, or other similar equity instruments, or the related forfeiture of shares of stock to satisfy tax withholding or other regulatory requirements upon the vesting of any such equity instruments. The Policy does, however, restrict any market sale of the shares of ABTC common stock that are issued upon the vesting of such RSUs, performance shares, or other similar equity instruments. |
| (c) | Employee Stock Purchase Plan. This Policy would not restrict purchases of stock under an employee stock purchase plan (an “ESPP”), resulting from contributions of money to an ESPP pursuant to the election you make at the time of any enrollment in the plan. It would not, however apply to your sales of ABTC securities purchased pursuant to a ESPP. Additionally, you should not base your decision to participate in the ESPP, or your decision to change your election under the ESPP, on Insider Information. |
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100 Washington Street, St #100, Reno, NV 89503 |
| 6.2 | Transactions Not Involving a Purchase or Sale |
Transactions that involve merely a change in the form in which you own securities are permitted during a period when you are aware of Insider Information or during a company-enforced Trading Window closure. For example, you may transfer shares to an inter vivos trust of which you are the sole beneficiary during your lifetime. Further, transactions in mutual funds that are invested in ABTC securities are not transactions subject to this Policy.
The trading restrictions under this Policy also do not apply to a change in the number of securities held as a result of a stock split or stock dividend applying equally to all securities of a class, or similar transactions.
| 7 | Violations |
Federal and state laws prohibit the purchase or sale of securities while aware of Insider Information, or the disclosure of Insider Information to others who then trade in ABTC securities. The SEC, U.S. Attorneys and State authorities vigorously pursue insider trading violations. Punishment for insider trading violations is severe, and could include significant fines and imprisonment. While the regulatory authorities concentrate their efforts on the individuals who trade, or who tip inside information to others who trade, federal securities laws also impose potential liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent insider trading by company personnel. Tipping can result in the same civil and criminal penalties as insider trading, even if the individual who “tipped” did not trade or benefit personally from another’s trading. A violation of law, or even an SEC investigation that does not result in prosecution, can tarnish a person’s reputation and irreparably damage a career.
In addition, your failure to comply with this Policy may subject you to Company-imposed discipline, including termination of your services, whether or not your failure to comply results in a violation of law.
| 7.1 | Reporting Violations |
It is your responsibility to help enforce this Policy. You should be alert to possible or unintended violations and promptly report violations or suspected violations (including self-reporting) of this Policy to the GC. If you make an anonymous report, which may also be accomplished in accordance with the procedures set forth in the Company’s whistleblower policy, please provide as much detail as possible, including any evident that you believe may be relevant to the issue.
| 8 | Definitions |
For purposes of this Policy, the following terms have the meanings indicated below:
| ● | ABTC securities – common stock, options for common stock, preferred stock, convertible debentures, warrants and exchange traded options, other derivative securities, publicly-traded debt, and any other securities of the Company. | |
| ● | Controlled Entities – any entities that you influence or control, including but not limited to any corporations, partnerships, limited liability companies, or trusts. |
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100 Washington Street, St #100, Reno, NV 89503 |
| ● | Designated Insiders – The Company has determined that certain persons have, or are likely to have, access to the Company’s internal financial statements or other material nonpublic information and are therefore subject to additional restrictions as set forth in this Policy. All Company Designated Insiders shall be informed of their status as such by the Company’s GC’s office. In addition, a current list of Designated Insiders is maintained in both the GC’s office and the payroll department. “Designated Insiders” shall include at least the following positions: |
| ○ | Board of Directors | |
| ○ | Executive Officers (i.e., CEO, CFO, COO, CRO, GC) | |
| ○ | Executive Assistants to the Executive Officers | |
| ○ | All Department Heads (i.e., Director of Engineering) | |
| ○ | Identified Employees in the tax and finance departments |
Other employees or officers may also become Designated Insiders as determined by the GC’s office.
| ● | Family Member – Family members who reside with you (including a spouse, a child, a child away at college, stepchildren, grandchildren, parents, stepparents, grandparents, siblings and in-laws), anyone else who lives in your household, and any family members who do not live in your household but whose transactions in ABTC securities are directed by you or are subject to your influence or control, such as parents or children who consult with you before they trade in ABTC securities. | |
| ● | Insider Information – Information that is both material and nonpublic. | |
| ● | Material Information – Information is “material” if there is a substantial likelihood that a reasonable investor would consider such information important in making his or her investment decisions or if the information is reasonably certain to affect the price of ABTC securities. If securities transactions ever become the subject of scrutiny, they are likely to be viewed with the benefit of twenty-twenty hindsight. As a result, before engaging in any transaction, an insider should carefully consider how his or her transaction may be construed after the fact. Again, in the event of any questions or uncertainties about this Policy, please consult the GC’s office. Information is likely to be “material” if it relates to: |
| ○ | Earnings or sales results or expectations for the quarter or the year; | |
| ○ | Financial forecasts; | |
| ○ | Changes in dividends; | |
| ○ | News involving a merger, acquisition, or similar transaction; | |
| ○ | Changes in relationships with major customers or important contracts; | |
| ○ | Important product developments; | |
| ○ | Major financing developments; | |
| ○ | Significant personnel changes; | |
| ○ | Criminal indictments, material civil litigation or government investigations; | |
| ○ | Labor disputes, including strikes or lockouts; | |
| ○ | Substantial changes in accounting methods; | |
| ○ | Debt service or liquidity problems; | |
| ○ | Bankruptcy or insolvency; | |
| ○ | Public offerings or private sales of debt or equity securities; | |
| ○ | Stock splits, calls, redemptions, or repurchases of the Company’s securities; or | |
| ○ | Major cyber security incidents. |
| ● | Nonpublic Information - “Nonpublic” information is information which has not been made available to investors generally. For nonpublic information to become public information it must be disseminated through recognized channels of distribution designed to reach the securities marketplace and sufficient time must pass for the information to become available in the market. To show that information is public, it must be disclosed by the filing of a Form 10-Q, Form 10-K, Form 8-K, or other report with the Securities and Exchange Commission (“SEC”), or disclosed by a release to a national business and financial wire service (such as BusinessWire, Reuters, or Bloomberg) or a national news service or a national newspaper (such as The Wall Street Journal). The circulation of rumors, internet discussions, or “talk on the street,” even if accurate, widespread, and reported in the media, does not constitute the requisite public disclosure, nor does the mere posting of the information on a third party’s website (other than the SEC’s). “Nonpublic” information is not made public by selective dissemination. Material information improperly disclosed only to institutional investors or to a favored analyst or a group of analysts retains its status as nonpublic information. So long as any material component of the information has yet to be publicly disclosed, the information is deemed nonpublic and may not be misused. It is the policy of the Company to consider quarterly and annual earnings results public twenty-four (24) hours after a press release regarding such earnings. Similarly, other material information will be considered public twenty-four (24) hours after public disclosure in the manner described above. |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statements (No. 333-283807) on Form S-1, (Nos. 333-291387, 333-274524, 333-276329, and 333-287704) on Form S-3, and (Nos. 333-293274, 333-257800, 333-264431, 333-283357, and 333-287703) on Form S-8 of our report dated September 14, 2026, with respect to the consolidated financial statements of American Battery Technology Company.
/s/ KPMG LLP
Portland,
Oregon
September 14, 2026
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO
RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ryan Melsert, certify that:
| 1. | I have reviewed this Form 10-K of American Battery Technology Company (the “Registrant”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
| 4. | The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act 13a-15(e) and 15d – 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Registrant and have: |
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financing reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end to the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
| 5. | The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
| Date: September 14, 2026 | By: | /s/ Ryan Melsert |
| Ryan Melsert | ||
| Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO
RULE 13a-14(a) OR 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Alejandro Flores Arteaga, certify that:
| 1. | I have reviewed this Form 10-K of American Battery Technology Company (the “Registrant”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
| 4. | The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act 13a-15(e) and 15d – 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Registrant and have: |
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financing reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end to the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
| 5. | The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
| Date: September 14, 2026 | By: | /s/ Alejandro Flores Arteaga |
| Alejandro Flores Arteaga | ||
| Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATE PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report (the “Report”) on the Form 10-K of American Battery Technology Company (the “Company”) for the fiscal year ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof, I, Ryan Melsert, Chief Executive Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended; and
2. The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: September 14, 2026 | By: | /s/ Ryan Melsert |
| Ryan Melsert | ||
| Chief Executive Officer |
EXHIBIT 32.2
CERTIFICATE PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report (the “Report”) on the Form 10-K of American Battery Technology Company (the “Company”) for the fiscal year ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof, I, Alejandro Flores Arteaga, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended; and
2. The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: September 14, 2026 | By: | /s/ Alejandro Flores Arteaga |
| Alejandro Flores Arteaga | ||
| Chief Financial Officer |