AMERICAN BATTERY TECHNOLOGY Co 10-Q for FY2022 Q1
AMERICAN BATTERY TECHNOLOGY Co (ABAT)
About this 10-Q
AMERICAN BATTERY TECHNOLOGY Co filed this 10-Q on November 15, 2021, covering the quarter ended September 30, 2021 (FY2022 Q1).
Headline figures
Quarter ended September 30, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $19.97M
- compared with a net loss of $3.15M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarter period ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934 |
Commission
File number:
| (Exact name of registrant as specified in its charter) |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) |
| (Registrant’s telephone number) |
| (Former name, former address and former fiscal year, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” Rule 12b-2 of the Exchange Act.
| ☐ | Large accelerated filer | ☐ | Accelerated filer | |
| ☒ | Smaller reporting company | |||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
Yes
☐
The number of shares of the Registrant’s common stock, par value $0.001 per share, outstanding as of November 12, 2021 were .
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PART I – FINANCIAL STATEMENTS
ITEM 1. FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.
Operating results for the three months ended September 30, 2021 are not necessarily indicative of the results that can be expected for the year ending June 30, 2022.
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AMERICAN BATTERY TECHNOLOGY COMPANY
Condensed Consolidated Balance Sheets
(unaudited)
| September
30, 2021 $ | June
30, 2021 $ | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | ||||||||
| Prepaid expenses and deposits | ||||||||
| Total current assets | ||||||||
| Property and equipment (Note 3) | ||||||||
| Intangible assets (Note 4) | ||||||||
| Total assets | ||||||||
| LIABILITIES | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| Due to related parties (Note 5) | ||||||||
| Total current liabilities | ||||||||
| Contingencies (Note 10) | ||||||||
| STOCKHOLDERS’
EQUITY | ||||||||
| Series
A Preferred Stock Authorized: preferred shares, par value of $per share Issued and outstanding: preferred shares as of September 30 and June 30. 2021 | ||||||||
| Series
B Preferred Stock Authorized: preferred shares, par value of $per share Issued and outstanding: preferred shares as of September 30 and June 30, 2021 | ||||||||
| Series
C Preferred Stock Authorized: preferred shares, par value of $per share Issued and outstanding: and preferred shares as of September 30 and June 30. 2021, respectively | ||||||||
| Preferred Stock | ||||||||
| Common
Stock Authorized: common shares, par value of $per share Issued and outstanding: and common shares as of September 30 and June 30, 2021, 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 condensed consolidated unaudited financial statements)
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AMERICAN BATTERY TECHNOLOGY COMPANY
Condensed Consolidated Statements of Operations
(unaudited)
Three months ended
| Three months ended
| |||||||
| Operating expenses | ||||||||
| Exploration costs | ||||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| Net loss before other income (expense) | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Accretion and interest expense | ( | ) | ||||||
| Finance costs | ( | ) | ||||||
| Change in fair value of derivative liability (Note 6) | ( | ) | ||||||
| Gain on settlement of debt | ||||||||
| Other income | ||||||||
| Total other income (expense) | ( | ) | ||||||
| Net loss | ( | ) | ( | ) | ||||
| Dividends declared | ( | ) | ||||||
| Net loss attributable to stockholders | ( | ) | ( | ) | ||||
| Net loss per share, basic and diluted | ( | ) | ( | ) | ||||
| Weighted average shares outstanding | ||||||||
(The accompanying notes are an integral part of these condensed consolidated unaudited financial statements)
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AMERICAN BATTERY TECHNOLOGY COMPANY
Condensed Consolidated Statement of Stockholders’ Equity (Deficit)
(unaudited)
| Number | Amount
$ | Number | Amount
$ | Number | Amount
$ | Capital
$ | issuable
$ | Received $ |
Deficit $ | Total
$ | |||||||||||||||||||||||||||||||||
Series A Preferred Shares | Series C Preferred Shares | Common Shares | Additional
Paid-In | Common
stock | Share Subscriptions |
||||||||||||||||||||||||||||||||||||||
| Number | Amount
$ | Number | Amount
$ | Number | Amount
$ | Capital
$ | issuable
$ | Received $ |
Deficit $ | Total
$ | |||||||||||||||||||||||||||||||||
| Balance, June 30, 2021 | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Shares issued for services | – | – | |||||||||||||||||||||||||||||||||||||||||
| Shares issued for exercise of warrants | – | – | ( | ) | |||||||||||||||||||||||||||||||||||||||
| Shares issued from private placement, net of issuance costs | – | – | |||||||||||||||||||||||||||||||||||||||||
| Shares issued pursuant to note conversion | |||||||||||||||||||||||||||||||||||||||||||
| Shares issued pursuant to note conversion, shares | |||||||||||||||||||||||||||||||||||||||||||
| Share subscriptions received | |||||||||||||||||||||||||||||||||||||||||||
| Shares issued pursuant to Series C preferred shares conversion | – | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Shares issued pursuant to share purchase agreement | – | – | |||||||||||||||||||||||||||||||||||||||||
| Dividends declared | – | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Net loss for the period | – | – | – | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2021 | ( | ) | |||||||||||||||||||||||||||||||||||||||||
(The accompanying notes are an integral part of these condensed consolidated unaudited financial statements)
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AMERICAN BATTERY TECHNOLOGY COMPANY
Condensed Consolidated Statement of Stockholders’ Equity (Deficit)
(unaudited)
| Number | Amount
$ | Number | Amount $ | Number | Amount
$ | Capital
$ | issuable
$ |
Received
$ | Deficit
$ | Total
$ | ||||||||||||||||||||||||||||
Series A Preferred Shares | Series C Preferred Shares | Common Shares | Additional
Paid-In | Common
stock |
Share
Subscriptions | |||||||||||||||||||||||||||||||||
| Number | Amount
$ | Number | Amount $ | Number | Amount
$ | Capital
$ | issuable
$ |
Received
$ | Deficit
$ | Total
$ | ||||||||||||||||||||||||||||
| Balance, June 30, 2020 | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Shares issued for services | – | |||||||||||||||||||||||||||||||||||||
| Shares issued for exercise of warrants | – | ( | ) | |||||||||||||||||||||||||||||||||||
| Shares issued from private placement | – | - | ( | ) | ||||||||||||||||||||||||||||||||||
| Shares issued pursuant to note conversion | – | |||||||||||||||||||||||||||||||||||||
| Share subscriptions received | – | – | ||||||||||||||||||||||||||||||||||||
| Net loss for the period | – | - | – | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Balance, September 30, 2020 | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
(The accompanying notes are an integral part of these condensed consolidated unaudited financial statements)
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AMERICAN BATTERY TECHNOLOGY COMPANY
Condensed Consolidated Statements of Cash Flows
(unaudited)
| Three
months ended September 30, 2021 $ | Three
months ended September 30, 2020 $ | |||||||
| Operating Activities | ||||||||
| Net loss, attributable to stockholders | ( | ) | ( | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Accretion expense | ||||||||
| Change in fair value of derivative liability | ||||||||
| Depreciation | ||||||||
| Discount on convertible notes payable | ||||||||
| Gain on settlement of debt | ( | ) | ||||||
| Share-based compensation | ||||||||
| Shares issued for services | ||||||||
| Loss on impairment | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and deposits | ( | ) | ( | ) | ||||
| Accounts payable and accrued liabilities | ||||||||
| Due to related parties | ( | ) | ||||||
| Net Cash Used in Operating Activities | ( | ) | ( | ) | ||||
| Investing Activities | ||||||||
| Acquisition of equipment | ( | ) | ( | ) | ||||
| Acquisition of water rights | ( | ) | ||||||
| Net Cash Used in Investing Activities | ( | ) | ( | ) | ||||
| Financing Activities | ||||||||
| Proceeds from issuance of convertible notes payable | ||||||||
| Repayment of convertible note payable | ( | ) | ||||||
| Proceeds from issuance of common shares | ||||||||
| Proceeds from exercise of share purchase warrants | ||||||||
| Share issuance costs | ( | ) | ||||||
| Net Cash Provided by Financing Activities | ||||||||
| Change in Cash | ||||||||
| Cash – Beginning | ||||||||
| Cash – End | ||||||||
Supplemental information: | ||||||||
| Interest paid | ||||||||
| Non-cash investing and financing activities: | ||||||||
| Discount on convertible debenture | ||||||||
| Original issuance discount on convertible debentures | ||||||||
| Common shares issued for conversion of debt | ||||||||
| Dividends declared | ||||||||
| Common shares issued for conversion of Series C preferred shares | ||||||||
| Fair value of commission warrants | ||||||||
(The accompanying notes are an integral part of these condensed consolidated unaudited financial statements)
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AMERICAN BATTERY TECHNOLOGY COMPANY
Notes to the Condensed Consolidated Financial Statements
For the period ended September 30, 2021
(unaudited)
1. Organization and Nature of Operations
American Battery Technology Company (“the Company”) was incorporated under the laws of the state of Nevada on October 6, 2011 for the purpose of acquiring and developing mineral properties. The Company has a wholly-owned subsidiary called Oroplata Exploraciones E Ingenieria SRL, which was incorporated in the Dominican Republic on January 10, 2012. On July 26, 2016, the Company incorporated LithiumOre Corporation (formerly Lithortech Resources Inc.), a Nevada company, as a wholly-owned subsidiary. On July 5, 2019, the Company incorporated ABMC AG, LLC, a Nevada company as a wholly-owned subsidiary. The Company currently holds mineral rights in the Western Nevada Basin of Nye County in the state of Nevada.
Liquidity and Capital Resources
During
the three months ended September 30, 2021, the Company incurred a net loss of $
On
September 27, 2021, the Company secured net proceeds of $
These condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
2. Summary of Significant Accounting Policies
(a) Basis of Presentation and Principles of Consolidation
The condensed 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 condensed consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. These condensed consolidated financial statements include the accounts of the Company and its wholly-owned inactive subsidiaries, Oroplata Exploraciones E Ingenieria SRL and LithiumOre Corporation (formerly Lithortech Resources Inc) and ABMC AG, LLC. All inter-company accounts and transactions have been eliminated on consolidation.
(b) Interim Financial Statements
These condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.
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AMERICAN BATTERY TECHNOLOGY COMPANY
Notes to the Condensed Consolidated Financial Statements
For the period ended September 30, 2021
(unaudited)
| 2. | Summary of Significant Accounting Policies (continued) |
(c) Use of Estimates
The preparation of these condensed 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 period. The Company regularly evaluates estimates and assumptions related to the fair value of stock-based compensation, recoverability of long-lived assets, valuation of derivative liability, and deferred income tax asset valuation allowances.
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 will be affected.
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 income statement. 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 convertible shares. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At September 30, 2021, the Company had (2020 –) potentially dilutive shares.
(e) Recent Accounting Pronouncements
In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40), which simplifies the accounting for convertible instruments. The guidance removes certain accounting models that separate the embedded conversion features from the host contract for convertible instruments, requiring bifurcation only if the convertible debt feature qualifies as a derivative under ASC 815 or for convertible debt issued at a substantial premium. The ASU is effective for annual reporting periods beginning after December 15, 2021, including interim reporting periods within those annual periods, with early adoption permitted no earlier than the fiscal year beginning after December 15, 2020. The Company is currently evaluating the timing and method of adoption and the related impact of the new guidance on the earnings per share and on its financial statements.
| 10 |
AMERICAN BATTERY TECHNOLOGY COMPANY
Notes to the Condensed Consolidated Financial Statements
For the period ended September 30, 2021
(unaudited)
3. Property and Equipment
Schedule of Property and Equipment
| Building
$ | Equipment
$ | Vehicle
$ | Land
$ | Total
$ | ||||||||||||||||
| Cost: | ||||||||||||||||||||
| Balance, June 30, 2021 | ||||||||||||||||||||
| Additions | ||||||||||||||||||||
| Loss on impairment | ( | ) | ( | ) | ||||||||||||||||
| Balance, September 30, 2021 | ||||||||||||||||||||
| Accumulated Depreciation | ||||||||||||||||||||
| Balance, June 30, 2021 | ||||||||||||||||||||
| Additions | ||||||||||||||||||||
| Balance, September 30, 2021 | ||||||||||||||||||||
| Carrying Amounts: | ||||||||||||||||||||
| Balance, June 30, 2021 | ||||||||||||||||||||
| Balance, September 30, 2021 | ||||||||||||||||||||
The
building is currently in construction and is not available for use. As of September 30, 2021, equipment related to operations of the
Company of $
The Company
has impaired the carrying value of land purchased February 2021 in Tonopah, NV. The Company adjusted the carrying value of the land to
that of the closing price stated in the agreement ($
4. Intangible Assets
Schedule of Water Rights Intangible Assets
| Water
Rights $ | ||||
| Cost: | ||||
| Balance, June 30, 2021 | ||||
| Additions | ||||
| Balance, September 30, 2021 | ||||
During the period ended September
30, 2021, the Company purchased
5. Related Party Transactions
| (a) | As
of September 30, 2021, the Company owes $ | |
| (b) | As
of September 30, 2021, the Company owes $ | |
| (c) | During the period ended September 30, 2021, the Company issued common shares pursuant to the conversion of Series C Preferred Shares to a company in which a director of the Company has a minority equity interest. |
| 11 |
AMERICAN BATTERY TECHNOLOGY COMPANY
Notes to the Condensed Consolidated Financial Statements
For the period ended September 30, 2021
(unaudited)
6. Derivative Liabilities
The
Company records the fair value of the conversion option of convertible debentures in accordance with ASC 815, Derivatives
and Hedging. The fair value of the derivatives was calculated using a multi-nominal lattice model. The fair value of the derivative liabilities
is revalued on each balance sheet date with corresponding gains and losses recorded in the condensed consolidated statements
of operations. For the three months ended September 30, 2021, the Company recorded a loss on the change in the fair value of derivative
liability of $nil
(2020 - $
7. Stockholders’ Equity
The Company’s authorized common stock consists of shares of common stock, with par value of $.
Series A Preferred Stock
The
Company has shares of Series A Preferred Stock outstanding
with a par value of $
as of September 30 and June 30, 2021.
Series B Preferred Stock
As of September 30 and June 30, 2021, shares authorized with a par value of $, no shares issued.
Series C Preferred Stock
On
December 18, 2020, the Company issued
In
addition, on December 18, 2020, the Company issued 8 units of Series C Preferred Stock (shares of Series C preferred stock) with a fair
value of $
During the period ended September 30, 2021, the Company converted shares of Series C Preferred Stock to shares of common stock.
Common Stock
Period Ended September 30, 2021
During
the period ended September 30, 2021, the Company issued common shares pursuant to the conversion of shares of Series
C Preferred Stock at a conversion ratio of
| 12 |
AMERICAN BATTERY TECHNOLOGY COMPANY
Notes to the Condensed Consolidated Financial Statements
For the period ended September 30, 2021
(unaudited)
| 7. | Stockholders’ Equity (continued) |
Period Ended September 30, 2021 (continued)
During
the period ended September 30, 2021, the Company issued units for proceeds of $
During
the period ended September 30, 2021, the Company issued common shares pursuant the exercise of
During
the period ended September 30, 2021, the Company issued common
shares for the cashless exercise of
During
the period ended September 30, 2021, the Company issued common
shares for services with a fair value of $
On April 2, 2021, the Company entered into a purchase agreement with Tysadco Partners LLC, a Delaware limited company (“Tysadco”). Pursuant to the agreement,
Period ended September 30, 2020
During
the quarter ended September 30, 2020, the Company issued common shares with a fair value of $
During
the quarter ended September 30, 2020, the Company issued common shares with a fair value of $
On August 27, 2020, the Company issued common shares for the cashless exercise of warrants.
During
the three months ended September 30, 2020, the Company issued
As
at September 30, 2020, the Company received share subscriptions, net of fees, of $ for the future issuance of private placement
units at $
| 13 |
AMERICAN BATTERY TECHNOLOGY COMPANY
Notes to the Condensed Consolidated Financial Statements
For the period ended September 30, 2021
(unaudited)
Schedule of Share Purchase Warrants Activity
| Number
of warrants | Weighted
average exercise price $ | |||||||
| Balance, June 30, 2021 | ||||||||
| Issued | ||||||||
| Exercised | ( | ) | ||||||
| Balance, September 30, 2021 | ||||||||
Schedule of Additional Information Regarding Share Purchase Warrants
| Outstanding and exercisable | ||||||||
| Range of
Exercise Prices $ | Number of Warrants | Weighted
Average Remaining Contractual Life (years) | ||||||
The Company has established a restricted share unit (RSU) incentive plan for executives, directors, and certain employees. Awards generally vest over a four-year period at a rate of 25% per annum commencing on the first anniversary of the grant date.
The fair value of the RSUs granted was estimated on the grant date using the fair value of the Company`s common shares on the date of grant.
During
the period ended September 30, 2021, the Company granted restricted share units to two employees of the
Company, including an officer of the Company. The Company has recorded share-based compensation related to the restricted share units (RSUs) of $
| Number
of RSUs | Weighted
average exercise price $ | |||||||
| Balance, June 30, 2021 | ||||||||
| Granted | ||||||||
| Balance, September 30, 2021 | ||||||||
Schedule of Additional Information Regarding Restricted Share Units
| Outstanding and exercisable | ||||||||
| Vesting Date | Number of RSUs | Weighted
Average $ | ||||||
| July 1, 2022 – June 30, 2023 | ||||||||
| July 1, 2023 – June 30, 2024 | ||||||||
| July 1, 2024 – June 30, 2025 | ||||||||
| July 1, 2025 – June 30, 2026 | ||||||||
10. 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. Management is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on our business, financial condition, or operating results.
11. Subsequent Events
On October 6, 2021, the Company issued
common shares for services with a fair value of $
On October 20, 2021, the Company converted shares of Series C Preferred Stock into shares of common stock, at the election of the shareholder.
On November 10, 2021, the Company converted shares of Series C Preferred Stock into shares of common stock, at the election of the shareholder.
The Company has evaluated subsequent events through the date the financial statements were available to be issued and has not identified any additional subsequent events requiring adjustments to, or disclosures in the accompanying condensed financial statements.
| 14 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 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 financial statements and the notes thereto included elsewhere in the Form 10-Q. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Form 10-Q.
Background
The lithium-ion battery manufacturing supply chain is organized into four industries that operate in series: battery feedstock providers, material refiners, cell manufacturers, and end-use product (electric vehicle, stationary storage, consumer electronics, etc.) manufacturers. While the scale of manufacturing of lithium-ion battery cells and of electric vehicles and other end-use products have grown substantially within the US in recent years, there has been little domestic growth in the battery feedstock and material refining portions of the manufacturing supply chain. This has led to an imbalance within the domestic US supply chain and has caused the majority of cell manufacturing and end-use product manufacturers to rely on foreign supplies of their raw and refined feedstock materials. The situation is so dire that in its “Mineral Commodity Summaries 2020” report, the US Geological Survey calculated that less than 1% of each of the critical and strategic battery metals (lithium, nickel, cobalt, and manganese) produced globally in 2020 were produced within the US.
American Battery Technology Company (“ABMC” or the “Company”) is a startup company in the lithium-ion battery industry that is working to increase the domestic US production of these four battery metals through its engagement in 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 for the recovery of battery metals. Through this three-pronged approach ABMC is working to both increase the domestic production of these battery metals, and also to ensure that as these materials reach their end of lives that the constituent elemental battery metals are returned to the 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 limited operating history and have not yet generated or realized any revenues from our activities. Our principal executive offices are located at 401 S Ryland Street, Suite 138, Reno, NV 89502.
On August 8, 2016, the Company formed Lithortech Resources Inc. as a wholly owned subsidiary of the Company to serve as its operating subsidiary for lithium resource exploration and 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 Technology Company. On August 12, 2021, the Company filed a Certificate of Amendment with the State of Nevada to change its name to American Battery Technology Company which name better aligns with the Company’s current business activities.
The growth in demand for lithium-ion batteries is predicted by industry researchers to grow by over ten-fold over the next ten years, while over the same period there are limited announcements for new production sources of domestic US based lithium, nickel, cobalt, or manganese. As a result, there will be increased pressure on the prices of domestically sourced battery metals, and increased reliance on foreign sourced battery metals. These industry trends support and validate the Company’s multifaceted three-pronged business model to increase the production of domestic US sourced battery metals. The Company is currently a pre-revenue organization and we do not anticipate earning revenues until such time as we have initial operations of our lithium-ion battery recycling facility underway, or until we have undertaken sufficient exploration work to identify lithium and or other battery metals reserves and have validated and commercialized a cost-effective extraction system.
Results of Operations
Revenues
During the three months ended September 30, 2021 and 2020, the Company has not realized any revenues.
Expenses
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Three Months Ended September 30, 2021 and 2020
During the three months ended September 30, 2021, the Company incurred $19,987,286 of operating expenses compared to $2,413,093 of operating expenses during the three months ended September 30, 2020. The increase in operating expense was due to the fact that the Company issued 9,085,731 common shares with a fair value of $14,218,206 during the current period compared with 13,240,000 common shares for services with a fair value of $1,582,270 in fiscal 2020. The Company has accrued for 2,000,000 shares issuable to two board members of the Company with a fair value of $3,050,000 for the three months ended September 30, 2021. The Company also had an increase in payroll expense from $447,000 during the three months ended September 30, 2020 to $580,263 for the three months ended September 30, 2021 as the Company continues to hire more staffing to support its growing operations during the current fiscal year. During the three months ended September 30, 2021, the Company also incurred overhead administrative expenses of $1,509,526 compared with $253,097 for the three months ended September 30, 2020 and incurred legal expenses of $249,725 compared with $25,181 for the three months ended September 30, 2020 with the increases attributed to an overall increase in operations as the Company has significantly more water rights and capital assets and have commenced development of its proposed battery recycling plant.
In addition to operating expenses, the Company recorded other income of $14,000 relating to nominal rents received on one of the properties that had a tenant on the property. During the three months ended September 30, 2020, the Company incurred interest and accretion expense of $1,362,547, finance costs of $214,116, a loss on the change in the fair value of derivative liability of $773,886 and offset by a gain on the settlement of debt of $1,612,433. There were no accretion expenses, changes in fair value of derivatives, or settlement of debt in the current period as the Company either settled or issued common shares for all of its convertible debentures. Furthermore, as the Company has built value with its share price and has had success with raising additional capital through the issuance of equity instruments, the Company has shifted its focus on capital raising activities from debt activities to equity activities.
Net Loss
During the three months ended September 30, 2021, the Company incurred a net loss of $19,973,286 or $0.03 loss per share compared to a net loss of $3,151,209 or $0.01 loss per share during the three months ended September 30, 2020. The increase in the net loss is due to the fact that the Company had more general and administrative costs due to increases in payroll expense and share-based compensation but was offset by the fact that the Company recorded additional expenditures in the comparative period relating to changes in fair value and settlement of convertible debentures that was not applicable to the current period.
Liquidity and Capital Resources
At September 30, 2021, the Company had cash of $45,907,604 and total assets of $60,211,337 compared to cash of $12,843,502 and total assets of $21,263,103 at June 30, 2021. The increase in cash is due to the fact that the Company received proceeds of $43,088,006 from private placements and $318,750 of proceeds from exercises of share purchase warrants. The increase in total assets is due to the increase in cash of $33,064,102 and increase in property and equipment and intangible assets of $5,583,308 relating to additional acquisitions of land and water rights which will be used for the Company’s future operations.
The Company had total current liabilities of $2,445,153 at September 30, 2021, compared to $1,822,498 at June 30, 2021. The increase in current liabilities is due to an increase in accounts payable and accrued liabilities based on an increase in operating activity that resulted in larger day-to-day expenditures incurred by the Company.
As of September 30, 2021, the Company had a working capital of $45,253,219 compared to a working capital of $12,313,220 at June 30, 2021. The increase in working capital was due to the settlement of outstanding convertible notes payable, and the extinguishment of the corresponding derivative liabilities associated with said convertible notes, with the issuance of common shares and payment of cash during the period. The increase in working capital is also attributed to the inflow of financing activity during the three months ended September 30, 2021.
During the three months ended September 30, 2020, the Company issued 13,240,000 common shares for services with a fair value of $1,582,270, issued 15,153,315 common shares to convert outstanding notes payable and accrued interest totaling $1,770,232, issued 60,625,000 common shares in a private placement for $2,450,000 (which was received during the year ended June 30, 2020), and issued 5,055,132 common shares for the exercise of cashless share purchase warrants that were previously issued to note holders as an inducement for the convertible note proceeds.
Cash Flows
Cash from Operating Activities.
During the three months ended September 30, 2021, the Company used $2,597,996 of cash for operating activities as compared to $1,071,651 during the three months ended September 30, 2020. The increase in the use of cash for operating activities was due to an increase in operating activity in the current period as the Company has acquired significant capital assets and water rights since the comparative period last year and has moved forward with the initial construction of its battery recycling plan in Nevada.
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Cash from Investing Activities
During the three months ended September 30, 2021, the Company incurred $5,583,308 for the acquisition of equipment and water rights compared to acquisition costs of $2,094 for the three months ended September 30, 2020. The increase in the investing activities was based on the fact that the Company received approximately $43 million of proceeds from the issuance of common shares which is funding the Company’s growth and expansion objectives. This includes the acquisition of equipment, construction costs of the battery plant, and acquisition of additional water rights to be used as part of the Company’s operations once the battery recycling plant has been constructed and placed in service.
Cash from Financing Activities
During the three months ended September 30, 2021, the Company had net cash provided by financing activities of $41,245,406 compared to $1,536,179 for the three months ended September 30, 2020.
On September 27, 2021, the Company entered into a securities purchase agreement for the purchase and sale of an aggregate of 25,389,611 shares of the Company’s common stock and warrants to purchase an aggregate of up to 25,389,611 shares of common stock in a registered direct offering at a combined purchase price of $1.54 per share and warrant, for net proceeds to the Company of $36,938,651. The Warrants are immediately exercisable and may be exercised at any time until September 29, 2026, at an exercise price of $1.75 per share.
The Company engaged a placement agent to act as the Company’s placement agent in connection with the offering and agreed to pay the placement agent a cash fee of 5% of the gross proceeds the Company receives in the offering. In addition, the Company agreed to issue to the placement agent warrants to purchase shares equal to 5% of the gross proceeds sold under the aforementioned securities purchase agreement or warrants to purchase up to an aggregate of 1,955,000 shares. The placement agent warrants generally will have the same terms as the investor warrants, except they will have until September 29, 2024, at an exercise price of $1.54.
On August 5, 2021, the Company elected to exercise its rights pursuant to the Purchase Agreement dated April 2, 2021, to issue 3,000,000 shares for net proceeds to the Company $3,988,005.
In addition, the Company also received $318,750 of proceeds from the exercise of share purchase warrants.
During the three months ended September 30, 2020, the Company received $1,536,179 of proceeds from financing activities which included $1,075,000 from the issuance of convertible debentures less $882,571 of repayments on outstanding convertible debentures, and proceeds of $1,343,750 from the issuance of common shares.
Off-Balance Sheet Arrangements
As of September 30, 2021, we had no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable.
ITEM 4. 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 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.
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Based on our management’s evaluation (with the participation of the individuals serving as our principal executive officer and principal financial officer) of our disclosure controls and procedures as required by Rules 13a-15 and 15d-15 under the Exchange Act, each of the individuals serving as our principal executive officer and principal financial officer has concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of September 30, 2021, the end of the period covered by this report. .. As set forth below, the Company is addressing the issues underlying this conclusion.
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). 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.
Management assessed the effectiveness of our internal control over financial reporting 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, our management concluded that, as of September 30, 2021, our internal control over financial reporting was not effective based on those criteria due to material weaknesses in our internal control over financial reporting described below.
Material Weakness in Internal Control over Financial Reporting
We did not maintain adequate documentation evidencing the operating effectiveness of certain control activities and did not maintain proper levels of supervision and review of complex accounting matters. We did not maintain appropriate segregation of duties related to accounting processes.
The control deficiencies create a reasonable possibility that a material misstatement to the financial statements will not be prevented or detected on a timely basis, and there we concluded that the deficiencies represent material weaknesses in our internal control over financial reporting and our internal control over financial reporting was not effective as of September 30, 2021.
Remediation Plan
We continue to enhance our internal control over financial reporting to remediate the material weaknesses described above. We are committed to ensuring that our internal control over financial reporting is designed and operating effectively.
Our remediation process includes, but not limited to:
● Hiring of additional personnel with the expertise necessary to improve the financial reporting function
● Investing in a more complete internal comprehensive ERP solution that include accounting modules that integrate internal controls into the accounting process establishing better controls
● Enhancing the organizational structure to support financial reporting processes and internal controls by hiring additional qualified professionals in connection with the implementation of a new ERP system to be implemented during fiscal year 2022
● Providing guidance, education and training to employees relating to our accounting policies and procedures
●Further developing and documenting detailed policies and procedures regarding business processes for significant accounts, critical accounting policies and critical accounting estimates
● Establishing effective general controls over IT systems to ensure that information produced can be relied upon by process level controls is relevant and reliable
● Continuing to engage an outside accounting firm in connection with complex accounting matters and evaluating internal controls established
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We have engaged a firm that specializes in Cyber and IT protection at scale to further enhance the protection of our internal financial controls, proprietary methods, and strategic partnerships.
We expect to remediate these material weaknesses during fiscal 2022. However, we may discover additional material weaknesses that may require additional time and resources to remediate.
Attestation Report on Internal Control over Financial Reporting.
This Interim Report on Form 10-Q does not include an attestation report of our independent registered public accounting firm due to the deferral allowed for smaller reporting companies.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the period covered by this Interim Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Although we have altered some work routines due to the COVID-19 pandemic, the changes in our work environment, including remote work arrangements, have not materially impacted our internal controls over financial reporting and have not adversely affected the Company’s ability to maintain operations.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In January 2018, the Company filed a complaint in Nevada seeking the return or cancellation of 16 million common shares which the Company believes were fraudulently issued as well as claims against the former CEO of the Company, Craig Alford. As a result, the Company entered into agreements to cancel eleven million shares (of which ten million shares have already been cancelled). The remaining five million shares were cancelled and reissued after the Company determined that the recipients provided proper consideration for such shares. Alford has filed a counterclaim against the Company for amounts allegedly owed to him that the Company believes is entirely without merit. The litigation continues against Alford and certain other relief defendants but has been delayed due to Covid -19 restrictions.
On April 6, 2021, Alford served a complaint against the Company and its transfer agent, Action Stock Transfer, for failure to remove a restricted legend from 4,000,000 common shares held in Alford’s name and alleged damages to Alford for such failure. The complaint was filed in Utah state court. The Company responded with a motion to stay the proceedings until after the Nevada proceedings are completed. The motion was granted by the court to stay the proceedings until October 1, 2021. On September 15, 2021, the Company filed a motion to extend the stay in light of the continuance of the trial date of the November proceeding. The parties are in the process of negotiating a stipulation to extend the stay.
Other than the preceding, to the best of our knowledge, we are not currently a party to any legal proceedings that, individually or in the aggregate, are deemed to be material to our financial condition or results of operations. Other than the preceding disclosed above, to the best of our knowledge, we are not currently a party to any legal proceedings that, individually or in the aggregate, are deemed to be material to our financial condition or results of operations.
We are required by Section 78.090 of the Nevada Revised Statutes (the “NRS”) to maintain a registered agent in the State of Nevada. Our registered agent for this purpose is United Corporate Services, Inc., 2520 St Rose Pkwy Suite 319, Henderson, NV 89074. All legal process and any demand or notice authorized by law to be served upon us may be served upon our registered agent in the State of Nevada in the manner provided in NRS 14.020(2).
ITEM 1A. RISK FACTORS.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. The impact on the Company is not currently determinable, but management continues to monitor the situation.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the three months ended September 30, 2021, the Company issued 13,400,000 common shares pursuant to the conversion of 167,500 shares of Series C Preferred Stock at a conversion ratio of 80 shares of common stock for each share of Series C Preferred Stock.
During the three months ended September 30, 2021, the Company issued 4,500,000 common shares pursuant the exercise of 5,000,000 share purchase warrants for proceeds of $337,500, of which 250,000 share purchase warrants, pursuant an aggregate cash exercise price of $18,750, exercised during the three months ended June 30, 2021.
During the three months ended September 30, 2021, the Company issued 1,125,216 common shares for the cashless exercise of 1,300,000 share purchase warrants, of which 677,300 common shares pursuant to the cashless exercise of 800,000 share purchase warrants, exercised during the three months ended June 30, 2021.
During the three months ended September 30, 2021, the Company issued 9,085,731 common shares for services with a fair value of $14,019,206, including 6,024,040 common shares with a fair value of $9,476,540 to officers and directors. As of September 30, 2021, the Company is due to issue 2,019,527 shares of common stock with a fair value of $3,080,000 for professional services, of which 2,000,000 common shares with a fair value of $3,050,000 as compensation to board members of the Company.
The foregoing securities were issued under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D under the Securities Act. In the case of the promissory notes, each investor represented that it was an accredited investor, as defined in Rule 501 of Regulation D, and that it was acquiring the securities for its own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act. Any proceeds issued from the above issuances were used for working capital purposes of the Company.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURE
Not Applicable
ITEM 5. OTHER INFORMATION
None
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ITEM 6. EXHIBITS
(a) (3) Exhibits
The following exhibits are either provided with this Quarterly Report or are incorporated herein by reference:
| Exhibit | Description | Filed Herein | Incorporated Date | By Form |
Reference Exhibit | |||||
| 31.1 | Certification of Chief Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | x | ||||||||
| 31.2 | Certification of Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | x | ||||||||
| 32.1 | Certification of Chief Executive Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | x | ||||||||
| 32.2 | Certification of Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | x | ||||||||
| 101 | INS XBRL Instant Document. | x | ||||||||
| 101 | SCH XBRL Taxonomy Extension Schema Document | x | ||||||||
| 101 | CAL XBRL Taxonomy Extension Calculation Linkbase Document | x | ||||||||
| 101 | LAB XRBL Taxonomy Label Linkbase Document | x | ||||||||
| 101 | PRE XBRL Taxonomy Extension Presentation Linkbase Document | x | ||||||||
| 101 | DEF XBRL Taxonomy Extension Definition Linkbase Document | x |
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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: November 15, 2021 | By: | /s/ Ryan Melsert |
| Ryan Melsert | ||
| Chief Executive Officer | ||
| Director | ||
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