Exhibit 10.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification Number) |
(Address of principal executive offices)
Tel:
(Registrant’s Telephone Number)
(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 Company under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement 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).
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Financial Officer
On May 19, 2023, the Board of Directors of American Battery Technology Company (“the “Company”) appointed Jesse Deutsch to serve as Chief Financial Officer of the Company.
Mr. Deutsch, 59, has over 25 years of finance and strategy leadership experience in world-class, multinational companies in the U.S. and abroad. He joins the Company with nearly 20 years serving in the role as Chief Financial Officer, including global brands such as Kraft Foods and Aramark Inc., and he has served in executive financial leadership and other roles at companies, such as Visa, Philip Morris Altria, Smith Barney, and Bank of New York Mellon. Mr. Deutsch has worked within consumer packaged goods manufacturing, professional services, financial technology, hospitality/retail, and healthcare/life science industries, leading several businesses through high-growth phases and completing more than 75 M&A deals and integrated acquisitions. Mr. Deutsch has in-depth experience in establishing transformative finance processes including but not limited to financial planning and analysis, reporting, and controls. Additionally, he has led the implementation of systems such as SAP, Microsoft, and Hyperion. Mr. Deutsch has an M.B.A. from New York University and a B.S. in Economics from The Wharton School of the University of Pennsylvania.
There is no arrangement or understanding between Mr. Deutsch and any other persons, pursuant to which he was selected as Chief Financial Officer. Mr. Deutsch has not engaged in any transaction, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest. There are no family relationships between Mr. Deutsch and any director or executive officer of the Company.
On May 19, 2023, the Company entered into an Offer Letter (the “Offer Letter”) with Mr. Deutsch, effective May 22, 2023, pursuant to which Mr. Deutsche will be an at-will employee of the Company. Pursuant to the Offer Letter, Mr. Deutsch will receive an annual base salary of $250,000. In addition, Mr. Deutsch is eligible to receive a one-time signing bonus of 500,000 Restricted Stock Units (“RSUs”), which will vest on the last day of the fiscal quarter following the first year anniversary of his employment. Additionally, subject to achieving certain performance milestones, Mr. Deutsch is eligible to receive bonus compensation of (i) bonus cash set at 75% of his base salary and (ii) 500,000 RSUs with a four year vesting schedule.
The foregoing descriptions of the Offer Letter are qualified in their entirety by reference to the full text of the Offer Letter, a copy of which is filed as Exhibit 10.1 hereto, and the terms of which are incorporated by reference herein.
Departure of Chief Financial Officer
Kimberly Eckert’s last day as the Company’s Chief Financial Officer was May 18, 2023.
Item 7.01. Regulation FD Disclosure
A press release dated May 22, 2023, announcing the appointment of Mr. Deutsch is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. The information in Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is furnished and shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.
Item 9.01 Exhibits
| Exhibit No. | Description | |
| 10.1 | Offer Letter, dated as of May 19, 2023, by and between American Battery Technology Company and Jesse Deutsch | |
| 99.1 | Press Release dated May 22, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| AMERICAN BATTERY TECHNOLOGY COMPANY | |
| Date: May 22, 2023 | /s/ Ryan Melsert |
| Ryan Melsert | |
| Chief Executive Officer |
Exhibit 10.1
Exhibit 99.1
ABTC Hires Veteran Chief Financial Officer as Company Prepares for Commercial Scale Manufacturing Operations
Seasoned CFO Jesse Deutsch joins ABTC bringing over 25 years of financial leadership experience with global brands, rapid growth of operations, and M&A with Strategic Partners
Reno, Nev., May 22, 2023 — American Battery Technology Company (ABTC) (OTCQX: ABML), an American critical battery materials company that is commercializing both its primary minerals manufacturing and secondary minerals lithium-ion battery recycling technologies, is pleased to announce the appointment of Jesse Deutsch as its new Chief Financial Officer.
“As we ramp up our commercial scale manufacturing operations over the coming months, we are excited to have such an experienced leader as Jesse join ABTC in this pivotal time to help drive our growth and financial path forward,” stated ABTC CEO Ryan Melsert. “We have an immense number of financial and strategic opportunities in front of us, and with this enhanced leadership team we are looking forward to driving them to execution.”
Deutsch, a seasoned financial executive leader, brings over 25 years of finance experience in world-class multinational corporations in the U.S. and abroad. He has led several businesses through transformative high-growth phases and has completed more than 75 M&A transactions with strategic partners. He joins ABTC with nearly 20 years serving in the role as Chief Financial Officer with global brands such as Kraft Foods and Aramark Inc., and over the course of his tenure has served in executive financial leadership roles at companies such as Visa, Philip Morris, and Altria.
“I am very excited to be joining ABTC at this inflection point,” shared incoming ABTC CFO Jesse Deutsch. “The company is poised for growth in this rapidly expanding field. I look forward to partnering with Ryan and the executive team, and leading finance to support this growth.”
Deutsch has in-depth experience in establishing transformative finance processes and has led large systems implementations. He has an MBA from New York University and a Bachelor of Science in economics from The Wharton School of the University of Pennsylvania.
In his role as CFO at ABTC, Deutsch will oversee all financial operations of the company including executing strategic financial growth strategies to accelerate the commercialization of the company’s battery recycling and battery metals manufacturing operations. He will also have responsibility for corporate functions including financial planning and analysis, accounting and controls, risk management, financial performance and revenue growth, investor relations, and reporting and compliance.
The company has made significant progress in accelerating towards commercialization in each of its three core businesses of lithium-ion battery recycling, battery resource mineral development, and primary battery metals manufacturing. ABTC has expanded its lithium-ion battery recycling business by securing a move-in ready 137,000 square foot commercial lithium-ion battery recycling facility and has executed a term sheet agreement for a $20M pre-payment purchase of some of this facilities’ first recycled metal products. ABTC recently announced a third-party assessment that concluded that its Tonopah Flats Lithium Resource is one of the largest known lithium resources in the United States. To bring this immense lithium-resource to market utilizing its first-of-kind process technologies, the company engaged global EPC firm Black & Veatch to support the design, construction, and commissioning of its commercial scale lithium hydroxide refinery, funded in part by a $57M grant from the U.S. Department of Energy.
Deutsch is well positioned to lead ABTC financial operations through its next level of growth and commercial scale revenue generation.
About American Battery Technology Company
American Battery Technology Company provides a key source of domestically manufactured critical battery metals to help meet the near insatiable 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, low-environmental impact, and domestically sourced battery metals. www.americanbatterytechnology.com.
Forward-Looking Statements
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.
###
American Battery Technology Company
Media Contact:
Tiffiany Moehring
720-254-1556