8-K - ABAT - Equibles

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): August 25, 2023

AMERICAN BATTERY TECHNOLOGY COMPANY
(Exact<br> name of registrant as specified in its charter)
Nevada	000-55088	33-1227980
---	---	---
(State<br> or other jurisdiction of	(Commission	(IRS<br> Employer
incorporation<br> or organization)	File<br> No.)	Identification<br> Number)
100 Washington Street, Suite 100<br><br> <br>Reno, NV	**<br><br> <br>89503**
---	---
(Address<br> of principal executive offices)	(Zip<br> Code)

(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):

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered

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. ☐

Item1.01 Entry into a Material Definitive Agreement.

On August 29, 2023, American Battery Technology Company (the “Company”) and an institutional investor (collectively, the “Buyers”) entered into a Securities Purchase Agreement (the “Purchase Agreement”), pursuant to which the Company sold to the Buyers up to $51 million of a new series of senior secured convertible notes (the “Notes”). The purchase price for the Notes is the principal amount multiplied by the purchase price ratio of 0.8571. Buyers may request partial redemptions of up to an aggregate of $1,800,000 on the 15th of each month or may convert the Notes into shares of common stock of the Company (“Conversion Shares”) at a conversion rate of 110% of the last reported sales price on the date of the agreement to acquire such Notes. The Notes bear zero coupon, mature on September 1, 2025, and are secured by certain real property and cash and investment accounts of the Company.

The foregoing descriptions of the Purchase Agreement and Notes are qualified in their entirety by such agreements, copies of which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2023.

Item1.02 Termination of a Material Definitive Agreement.

On August 30, 2023, the Company caused the repayment in full of all indebtedness, liabilities and other obligations under, and terminated, the Credit Agreement, dated as of May 17, 2023 (the “Credit Agreement”), by and among the Company, as Borrower, the Several Lenders from time to time parties thereto and Mercuria Investments US, Inc., as Agent. The Company did not incur any material early termination penalties as a result of such termination of the Credit Agreement.

On August 25, 2023, the Company and Bow River Capital RE III LLC (“Bow River”) terminated the previously-announced contingent sales-leaseback arrangement, pursuant to which the Company would have sold certain real property to Bow River, while leasing the same property from Bow River and retaining an option to repurchase the property.

Item2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The Company offered and sold the Notes to the Buyers, who are accredited investors, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Neither the Notes nor the Conversion Shares have been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company has agreed to register the Conversion Shares for resale.

Forward-LookingStatements

This report contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, are “forward-looking statements.” Although the Company’s management believes that such forward-looking statements are reasonable, it cannot guarantee that such expectations are, or will be, correct. These forward-looking statements involve a number of risks and uncertainties, which could cause the Company’s future results to differ materially from those anticipated. Potential risks and uncertainties include, among others, interpretations or reinterpretations of geologic information, unfavorable exploration results, inability to obtain permits required for future exploration, development or production, general economic conditions and conditions affecting the industries in which the Company operates; the uncertainty of regulatory requirements and approvals; fluctuating mineral and commodity prices, final investment approval and the ability to obtain necessary financing on acceptable terms or at all. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in the Company’s filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the year ended June 30, 2022. The Company assumes no obligation to update any of the information contained or referenced in this press release.

Item9.01 Financial Statements and Exhibits

Exhibit No.	Description
99.1	Press<br> Release
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

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.

	AMERICAN BATTERY TECHNOLOGY COMPANY
Date:<br> August 30, 2023	By:	/s/ Ryan Melsert
		Ryan<br> Melsert
		Chief<br> Executive Officer

Exhibit99.1

AmericanBattery Technology Company Secures up to $50M Investment to Support Commercial Scale Battery Material Construction Projects

SupportsConstruction of Commercial Business Operations for US-Sourced Lithium-Ion Battery Materials through Recycling and Primary Resources

Reno,Nev. August 30, 2023 —American Battery Technology Company (“ABTC”) (OTCQX: ABML), an integrated battery materials technology company, announced today that after completion of a competitive diligence process to secure funding to facilitate advancement of the company’s commercial-scale construction projects, the company has consummated a debt financing with a single institutional investor for up to $50 million in zero coupon, Senior Secured Convertible Notes.

“This capital investment supports the continued development of our core projects as we evolve from pilot and demonstration scale systems up to commercial scale facilities in each of our business units,” stated ABTC CEO Ryan Melsert. “We evaluated a wide range of financing alternatives over the past several months, and the use of this debt financing is very well aligned with our growth plans.”

These funds will support the near-term expansion of ABTCs battery material processing operations, including:

1)	Lithium-Ion Battery Recycling: ABTC currently has the first phase of its first<br> commercial-scale recycling facility undergoing commissioning, which utilizes ABTCs internally-developed technologies for the strategic<br> demanufacturing and recycling of battery components. A second phase will subsequently be added that includes its targeted chemical<br> extraction train for the manufacturing of battery grade critical materials, and a third phase of these battery recycling operations<br> will be integrated to further increase the material recovery rates and decrease operating costs. ABTC was recently selected for a<br> U.S. Department of Energy (DOE) grant for a $20<br> million project to support the commercialization of this third phase, and the funds from this<br> announced financing will directly support these efforts.
2)	Primary Lithium Resource Development: ABTC is working to develop and commercialize its 10,340-acre lithium-bearing claystone deposit<br> in Nevada, recently identified as one of the largest known lithium deposits in the U.S. with an inferred* resource of 15.8<br> million tons of lithium carbonate equivalent. These announced funds will support the current exploration program to continue the<br> evolution of this domestic resource towards upgrading from the current ‘inferred’ resource to ‘measured and indicated’<br> resource classification, and also to proceed through the permitting operations to commercialize this domestic critical material resource.
3)	Primary Lithium-Hydroxide Refinery: ABTC has developed its own technologies for the refining of its lithium-bearing claystone resource<br> into battery grade lithium hydroxide product. This set of integrated processes is currently being demonstrated in its pilot plant,<br> which is supported by a U.S. DOE grant it was awarded in 2021, with the processing capacity of up to 5 metric tonnes per day. As<br> a result of the early successes of these efforts, in the fall of 2022 ABTC was selected by the U.S. DOE for an additional grant award<br> for a $115 million project to construct a commercial scale lithium hydroxide refinery based on these first-of-kind technologies.<br> The funds from this announced investment will directly support these commercial scale construction efforts as matching funds.

Lithium-Ion Battery Recycling: ABTC currently has the first phase of its first commercial-scale recycling facility undergoing commissioning, which utilizes ABTCs internally-developed technologies for the strategic demanufacturing and recycling of battery components. A second phase will subsequently be added that includes its targeted chemical extraction train for the manufacturing of battery grade critical materials, and a third phase of these battery recycling operations will be integrated to further increase the material recovery rates and decrease operating costs. ABTC was recently selected for a U.S. Department of Energy (DOE) grant for a $20 million project to support the commercialization of this third phase, and the funds from this announced financing will directly support these efforts.

Primary Lithium Resource Development: ABTC is working to develop and commercialize its 10,340-acre lithium-bearing claystone deposit in Nevada, recently identified as one of the largest known lithium deposits in the U.S. with an inferred* resource of 15.8 million tons of lithium carbonate equivalent. These announced funds will support the current exploration program to continue the evolution of this domestic resource towards upgrading from the current ‘inferred’ resource to ‘measured and indicated’ resource classification, and also to proceed through the permitting operations to commercialize this domestic critical material resource.

Primary Lithium-Hydroxide Refinery: ABTC has developed its own technologies for the refining of its lithium-bearing claystone resource into battery grade lithium hydroxide product. This set of integrated processes is currently being demonstrated in its pilot plant, which is supported by a U.S. DOE grant it was awarded in 2021, with the processing capacity of up to 5 metric tonnes per day. As a result of the early successes of these efforts, in the fall of 2022 ABTC was selected by the U.S. DOE for an additional grant award for a $115 million project to construct a commercial scale lithium hydroxide refinery based on these first-of-kind technologies. The funds from this announced investment will directly support these commercial scale construction efforts as matching funds.

A.G.P./Alliance Global Partners acted as sole placement agent for the financing.

AboutAmerican Battery Technology Company

American Battery Technology Company provides a key source of domestically manufactured critical battery metals to help meet the demand from the electric vehicle, electrical grid storage, and consumer electronics industries. The company’s ESG-principled focus works to create a closed-loop circular economy for battery metals with ethical and environmentally sustainable sourcing of critical and strategic materials. Through its three divisions, lithium-ion battery recycling, primary metal extraction technologies and primary resource development, the company is uniquely positioned to supply low-cost, lower-environmental impact, and domestically sourced battery metals.

www.americanbatterytechnology.com.

*InferredResource

Inferred mineral resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project and may not be converted to a mineral reserve.

Forward-LookingStatements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, are “forward-looking statements.” Although the American Battery Technology Company’s (the “Company”) management believes that such forward-looking statements are reasonable, it cannot guarantee that such expectations are, or will be, correct. These forward-looking statements involve a number of risks and uncertainties, which could cause the Company’s future results to differ materially from those anticipated. Potential risks and uncertainties include, among others, interpretations or reinterpretations of geologic information, unfavorable exploration results, inability to obtain permits required for future exploration, development or production, general economic conditions and conditions affecting the industries in which the Company operates; the uncertainty of regulatory requirements and approvals; fluctuating mineral and commodity prices, final investment approval and the ability to obtain necessary financing on acceptable terms or at all. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in the Company’s filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the year ended June 30, 2022. The Company assumes no obligation to update any of the information contained or referenced in this press release.

MediaContact Information:

AmericanBattery Technology Company

Tiffiany Moehring

tmoehring@batterymetals.com

720-254-1556