8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 19, 2024

AMERICAN

BATTERY TECHNOLOGY COMPANY

(Exact name of registrant as specified in its charter)

(775)473-4744

(Registrant’s telephone number including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On December 20, 2024, American Battery Technology Company (the “Company”) entered into an amendment (the “Amendment”) to the Securities Purchase Agreement, dated as of August 29, 2023 (as amended on November 14, 2024, the “Purchase Agreement”), by and among the Company and the investors party thereto and the Subsequently Purchased Notes (as defined in the Purchase Agreement) issued thereunder bearing Certificates Nos. A-3 and A-4. The currently outstanding notes issued under the Purchase Agreement have a conversation rate equal to (i) 1,333.33 shares of Common Stock (“Conversion Shares”) per $1,000 of principal amount of notes with respect to an aggregate of $3,000,000 of principal across the notes, and (ii) 945.0992 Conversion Shares per $1,000 of principal amount of notes with respect to the remaining $9,000,000 of principal across the notes. The Amendment increases the principal subject to the conversion rate in (i) above to an aggregate of $5,000,000 and decreases the principal subject to the conversion rate in (ii) accordingly.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.