8-K
AMERICAN BATTERY TECHNOLOGY Co (ABAT)
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): February 13, 2025
| AMERICAN BATTERY TECHNOLOGY COMPANY | ||
|---|---|---|
| (Exact<br> name of registrant as specified in its charter) | ||
| Nevada | 001-41811 | 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 | 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:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
|---|---|---|
| Common<br> Stock, $0.001 par value | ABAT | The<br> Nasdaq Stock Market LLC |
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. ☐
Item2.02 Results of Operations and Financial Condition.
On February 13, 2025, American Battery Technology Company (the “Company”) issued a press release announcing that it would hold an earnings call on February 14, 2025, to discuss its financial results for the fiscal quarter ended December 31, 2025. The full text of the press release issued in connection with the announcement is furnished hereto as Exhibit 99.1.
On February 14, 2025, the Company posted an investor presentation to its website used in the earnings call pertaining to the financial results for the fiscal quarter ended December 31, 2025. On February 14, 2024, the Company issued a press release announcing the Company’s financial results for the fiscal quarter ended December 31, 2025. The presentation and the press release are furnished hereto as Exhibit 99.2 and Exhibit 99.3, respectively.
The information in this Current Report on Form 8-K, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item9.01 Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit Number | Description of Exhibit |
|---|---|
| 99.1 | Press Release, dated February 13, 2025 |
| 99.2 | Investor Presentation, dated February 14, 2025 |
| 99.3 | Press Release, dated February 14, 2025 |
| 104 | Cover Page Interactive Data File. The cover page XBRL tags are embedded<br>within the inline XBRL document (contained in Exhibit 101) |
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> February 19, 2025 | By: | /s/ Ryan Melsert |
| Ryan<br> Melsert | ||
| Chief<br> Executive Officer |
Exhibit99.1
AmericanBattery Technology Company Hosts Second Quarter Fiscal Year 2025 Earnings Call Friday, February 14, 2025
Reno,Nev., February 13, 2025 — American Battery Technology Company (ABTC) (NASDAQ: ABAT), an integrated critical battery materials company that is commercializing its technologies for both primary battery minerals manufacturing and secondary minerals lithium-ion battery recycling, expects to release its second quarter fiscal year (FY) financial results on February 14, 2025, and the company will host an earnings call on Friday,February 14, at 4:30 p.m. ET.
Those interested in viewing the livestream can visit: American Battery Technology Company Livestream FY25 Q2. The livestream replay and any related presentation will also be made available at www.americanbatterytechnology.com/events-presentations.
AboutAmerican Battery Technology Company
American Battery Technology Company (ABTC), headquartered in Reno, Nevada, has pioneered first-of-kind technologies to unlock domestically manufactured and recycled battery metals critically needed to help meet the significant demand from the electric vehicle, stationary storage, and consumer electronics industries. Committed to a circular supply chain for battery metals, ABTC works to continually innovate and master new battery metals technologies that power a global transition to electrification and the future of sustainable energy.
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, risks and uncertainties related to the Company’s ability to continue as a going concern; 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. 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, 2024. The Company assumes no obligation to update any of the information contained or referenced in this press release.
AmericanBattery Technology Company
MediaContact:
Tiffiany Moehring
tmoehring@batterymetals.com
720-254-1556
| 1 |
| --- |
Exhibit99.2
Exhibit99.3
AmericanBattery Technology Company Releases Second Quarter Fiscal Year 2025 Financial Report
Companydemonstrates significantly increased throughput at its first lithium-ion battery recycling facility, and continues development of twoadditional critical mineral facilities
Reno,Nev., February 14, 2025 — American Battery Technology Company (ABTC) (NASDAQ: ABAT), an integrated critical battery minerals company that is commercializing its first-of-kind technologies for both primary battery minerals manufacturing and secondary minerals lithium-ion battery recycling, announced its second quarter fiscal year (FY) 2025 financial results, for the period ending December 31, 2024.
CompanyHighlights from Second Fiscal Quarter 2025:
| ● | ABTC<br> successfully implemented several key process enhancements to its first battery recycling<br> near Reno, Nevada during the quarter. This required a temporary pause in operations, and<br> resulted in significant increases in subsequent plant throughput: |
|---|---|
| ○ | Facility<br> throughput in January 2025 was greater than 225% the average monthly throughput in the previous<br> quarter. |
| --- | --- |
| ○ | Facility<br> throughput in the first week of February 2025 was greater than 350% the average weekly throughput<br> in the previous quarter. |
| ● | Inclusive<br> of the temporary pause in operations for facility upgrading, the company generated $332,000<br> in revenue from the sale of recycled products during the three months ended December 31,<br> 2024. The cash cost of goods sold for this period was $2.1 million, after the removal of<br> non-cash items such as depreciation expense and stock-based compensation. |
| --- | --- |
| ● | As<br> of December 31, 2024, the company had total cash on hand of $20.6 million, including $15.6<br> million of available cash and $5 million restricted cash. |
| ● | Government<br> grant reimbursement was $2.3 million for the six months ended December 31, 2024, compared<br> to $1.7 million during the same period of the prior year. |
| ● | ABTC<br> successfully completed combined sets of safety audits, environmental reviews, and qualification<br> processes with several additional global automotive, battery manufacturers, and other strategic<br> original equipment manufacturers (OEMs). |
| ● | As<br> the company has engaged with several OEMs for larger quantities of battery feed material<br> than could be processed at its first battery recycling facility, ABTC is in the process of<br> establishing a second battery recycling facility with approximately 5 times the throughput<br> capacity of its first facility. On December 18, 2024, the company received a contract for<br> a competitive grant award for $144 million of federal investment from the U.S. Department<br> of Energy (DOE) to support the development and construction of this second facility. |
| ● | ABTC<br> has an internally-developed set of technologies to manufacture battery grade lithium hydroxide<br> (LiOH) from Nevada-based claystone material. ABTC has constructed a multi-tonne per day integrated<br> pilot facility to demonstrate these technologies, and continues to produce battery grade<br> lithium hydroxide product from this facility for evaluation by customers. |
| --- | --- |
| ● | Based<br> on these demonstrated technologies, ABTC is designing and intends to construct a 30,000 tonne<br> LiOH per year commercial scale refinery near Tonopah, Nevada, and has been awarded a $57.7<br> million competitive grant from the US DOE to support this project. |
ConcurrentCommercialization of Recycling and Primary Resource Operations
ABTC is in the fortunate position of having developed technologies for the manufacturing of critical minerals both from its battery recycling operations as well as from its primary claystone to lithium operations. This allows ABTC to move forward with the construction and operation of commercial manufacturing facilities for both sets of technologies to provide its customers and partners with a wide range of critical mineral products from a diversified set of domestic-US feed materials.
Progressing first-of-kind technologies from initial design, to testing and bench scale validations, to integrated piloting, and through commercialization is a multi-faceted process that requires a broad range of skillsets and resources. ABTC is advancing these sets of first-of-kind technologies simultaneously to support the increasing need for domestic-US energy independence, critical minerals dominance, and economic security.
Additional recent company information and updates can be found at www.americanbattery.com/events-and-presentations, including:
| ● | American<br> Battery Technology Company’s Annual Meeting of Shareholders Fiscal 2024, Presentation. |
|---|---|
| ● | American<br> Battery Technology Company’s Annual Meeting of Shareholders Fiscal 2024, Video Playback. |
AboutAmerican Battery Technology Company
American Battery Technology Company (ABTC), headquartered in Reno, Nevada, has pioneered first-of-kind technologies to unlock domestically manufactured and recycled battery metals critically needed to help meet the significant demand from the electric vehicle, stationary storage, and consumer electronics industries. Committed to a circular supply chain for battery metals, ABTC works to continually innovate and master new battery metals technologies that power a global transition to electrification and the future of sustainable energy.
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, risks and uncertainties related to the Company’s ability to continue as a going concern; 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, 2024. The Company assumes no obligation to update any of the information contained or referenced in this press release.
AmericanBattery Technology Company
MediaContact:
Tiffiany Moehring
tmoehring@batterymetals.com
720-254-1556
AMERICANBATTERY TECHNOLOGY COMPANY
Unaudited Condensed Consolidated Statements of Operations
| Three months ended <br> December 31, 2024 | Three months ended <br> December 31, 2023 | Six months ended <br> December 31, 2024 | Six months ended <br> December 31, 2023 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | $ | 332,440 | $ | – | $ | 534,400 | $ | – | ||||
| Cost of goods sold | 3,305,743 | – | 5,848,384 | – | ||||||||
| Gross loss | (2,973,303 | ) | – | (5,313,984 | ) | – | ||||||
| Expenses: | ||||||||||||
| General and administrative | $ | 7,673,022 | $ | 4,416,716 | $ | 12,682,863 | $ | 7,470,713 | ||||
| Research and development | 2,919,865 | 3,569,167 | 4,952,000 | 7,183,018 | ||||||||
| Exploration costs | 234,568 | 823,425 | 655,075 | 2,173,345 | ||||||||
| Total operating expenses | 10,827,455 | 8,809,308 | 18,289,938 | 16,827,076 | ||||||||
| Net loss before other income (expense) | (13,800,758 | ) | (8,809,308 | ) | (23,603,922 | ) | (16,827,076 | ) | ||||
| Other income (expense) | ||||||||||||
| Interest income (expense) | 597 | (7,647 | ) | (3,978 | ) | (142,636 | ) | |||||
| Amortization and accretion of financing costs | (732,197 | ) | (1,132,258 | ) | (1,904,546 | ) | (1,865,154 | ) | ||||
| Unrealized gain (loss) on investment | - | 826 | - | (5,497 | ) | |||||||
| Change in fair value of derivative liability | - | (229,472 | ) | 705,184 | (229,473 | ) | ||||||
| Loss on debt extinguishment | - | - | (675,648 | ) | - | |||||||
| Loss on private placement | - | - | (567,161 | ) | - | |||||||
| Change in fair value of liability-classified financial instruments | 1,116,388 | - | 875,100 | - | ||||||||
| Other income | 15,464 | - | 79,896 | - | ||||||||
| Total other income (expense) | 400,252 | (1,368,551 | ) | (1,491,153 | ) | (2,242,760 | ) | |||||
| Net loss | $ | (13,400,506 | ) | $ | (10,177,859 | ) | $ | (25,095,075 | ) | $ | (19,069,836 | ) |
| Net loss per share, basic and diluted | $ | (0.18 | ) | $ | (0.21 | ) | $ | (0.35 | ) | $ | (0.40 | ) |
| Weighted average shares outstanding | 75,315,210 | 47,760,809 | 72,123,576 | 47,357,879 |
AMERICANBATTERY TECHNOLOGY COMPANY
Unaudited Condensed Consolidated Balance Sheets
| June 30, 2024 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Cash | 15,623,762 | $ | 7,001,786 | ||
| Accounts receivable | 323,975 | 228,499 | |||
| Inventory (Note 4) | 574,103 | 154,320 | |||
| Grants receivable (Note 5) | 27,119 | 191,522 | |||
| Prepaid expenses and deposits | 527,230 | 1,813,050 | |||
| Subscription receivable (Note 13) | - | 608,333 | |||
| Restricted cash | 5,000,000 | - | |||
| Assets held-for-sale (Note 7) | 8,408,538 | 8,408,538 | |||
| Total current assets | 30,484,727 | 18,406,048 | |||
| Property, plant and equipment, net (Note 7) | 44,534,680 | 46,314,966 | |||
| Mining properties (Note 8) | 8,392,977 | 8,392,977 | |||
| Intangible assets (Note 9) | 4,519,038 | 4,519,038 | |||
| Right-of-use asset (Note 12) | 357,431 | 42,103 | |||
| Total assets | 88,288,853 | $ | 77,675,132 | ||
| LIABILITIES & STOCKHOLDERS’ EQUITY | |||||
| Accounts payable and accrued liabilities (Note 10) | 7,167,414 | $ | 9,233,806 | ||
| Right-of-use lease liability – operating | 108,600 | 117,131 | |||
| Notes payable, current (Note 11) | 10,165,377 | 6,447,361 | |||
| Total current liabilities | 17,441,391 | 15,798,298 | |||
| Right-of-use lease liability – operating – long-term | 250,416 | - | |||
| Equity compensation liability (Note 15) | - | 409,194 | |||
| Total liabilities | 17,691,807 | 16,207,492 | |||
| Commitments and contingencies (Note 17) | – | – | |||
| Stockholders’ Equity: | |||||
| Series A Preferred Stock Authorized: 33,334 preferred shares, par value of 0.001 per share; Issued and outstanding: nil preferred shares as of December 31, 2024 and June 30, 2024. | – | – | |||
| Series B Preferred Stock Authorized: 133,334 preferred shares, par value of 10.00 per share; Issued and outstanding: nil preferred shares as of December 31, 2024 and June 30, 2024. | |||||
| Series C Preferred Stock Authorized: 66,667 preferred shares, par value of 10.00 per share; Issued and outstanding: nil preferred shares as of December 31, 2024 and June 30, 2024. | – | – | |||
| Series D Preferred Stock Authorized: 5 preferred shares, par value of 0.001 per share; Issued and outstanding: nil preferred shares as of December 31, 2024 and June 30, 2024. | - | - | |||
| Common Stock Authorized: 250,000,000 common shares, par value of 0.001 per share; Issued and outstanding: 84,392,375 and 64,061,763 common shares as of December 31, 2024, and June 30, 2024, respectively | 84,390 | 64,059 | |||
| Additional paid-in capital | 310,351,869 | 275,589,383 | |||
| Common stock issuable | (1,415,806 | ) | (857,470 | ) | |
| Accumulated deficit | (238,423,407 | ) | (213,328,332 | ) | |
| Total stockholders’ equity | 70,597,046 | 61,467,640 | |||
| Total liabilities and stockholders’ equity | 88,288,853 | $ | 77,675,132 |
All values are in US Dollars.