8-K
AMERICAN BATTERY TECHNOLOGY Co (ABAT)
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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): September 22, 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 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 |
|---|---|---|
| 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. ☐
Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.
On September 22, 2023, the Board of Directors (the “Board”) of American Battery Technology Company (the “Company”) approved and entered into amendments to the following director agreements with the independent directors (each a “Member or collectively the “Members”) of the Board: Rick Fezell, dated February 21, 2022, Julie Blunden, dated February 22, 2022, Elizabeth Lowery, dated February 22, 2022 and Sherif Marakby, dated March 1, 2022 (collectively the “Amended Director Agreements”).
Pursuant to the Amended Director Agreements, beginning the quarter commencing October 1, 2023, each Member will be eligible to receive the following annual equity compensation, paid quarterly in arrears on a pro-rated basis: $150,000, divided by the volume weighted average price (the “VWAP”) of the twenty (20) trading days prior to the applicable end of quarter grant date. For equity compensation earned after the vesting of the last annual equity award but prior to September 30, 2023, each Member will receive a one-time equity payment in the amount of $75,000, divided by the VWAP of the twenty (20) trading days prior to September 30, 2023. In the case of a change in control (as that term is defined in the Company’s equity incentive plan or any subsequent plan that replaces that plan), each Member is entitled to the following equity compensation, paid upon the occurrence of the change in control: $75,000, divided by the VWAP of the twenty (20) trading days prior to the change in control.
On September 22, 2023, after evaluating governance best practices and after considering the stage of the Company’s growth and the Company’s recent listing on The Nasdaq Capital Market, the Board also appointed Rick Fezell as chairman of the Board. Pursuant to his appointment and the Amended Director Agreements, Mr. Fezell is also eligible to receive the following additional annual compensation for chairing the Board, paid quarterly in arrears on a pro-rated basis: restricted stock units equal to $120,000, divided by the VWAP of the twenty (20) trading days prior to the applicable grant day, with an equity election for cash.
The foregoing description of the Amended Director Agreements is a summary of the material terms thereof, do not purport to be complete, and are qualified in their entirety by reference to the full text of the Amended Director Agreements of Rick Fezell, Julie Blunden, Elizabeth Lowery and Sherif Marakby filed with this report as Exhibit 10.1, 10.2, 10.3 and 10.4 respectively, each of which are incorporated herein by reference.
Item9.01 Exhibits
| Exhibit No. | Name |
|---|---|
| 10.1 | Amended Director Agreement between American Battery Technology Company and Rick Fezell dated, September 22, 2023 |
| 10.2 | Amended Director Agreement between American Battery Technology Company and Julie Blunden dated, September 22, 2023 |
| 10.3 | Amended Director Agreement between American Battery Technology Company and Elizabeth Lowery dated, September 22, 2023 |
| 10.4 | Amended Director Agreement between American Battery Technology Company and Sherif Marakby dated, September 22, 2023 |
| 104 | Cover<br> Page Interactive Data File (formatted in Inline XBRL and included as 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> September 28, 2023 | By: | /s/ Ryan Melsert |
| Ryan<br> Melsert | ||
| Chief<br> Executive Officer |
Exhibit10.1
AMENDMENTTO DIRECTOR AGREEMENT
American Battery Technology Company, a Nevada corporation (the “Company”), and Rick Fezell do hereby amend the Director Agreement dated February 21, 2022, as follows:
With respect to Exhibit A, Section B(b), said paragraph shall be replaced with as follows: “b. Annual Equity Award: Beginning the quarter commencing October 1, 2023, upon resolution by the Board of Directors, the Board Member will receive the following annual equity compensation, paid quarterly in arrears on a pro-rated basis: $150,000, divided by the volume weighted average price (VWAP) of the twenty (20) trading days prior to the applicable end of quarter grant date. For equity compensation earned by the Board Member after the vesting of the last Annual Equity Award but prior to September 30, 2023, the Board Member will receive a one-time payment in the amount of $75,000, divided by the volume weighted average price (VWAP) of the twenty (20) trading days prior to September 30, 2023.”
To Exhibit A, Section B, Compensation, a new subsection shall be added as follows: “e. Board Chairman Compensation: Upon resolution by the Board of Directors, the Board Member will receive the following additional annual compensation for chairing the Board of Directors, paid quarterly in arrears on a pro-rated basis: RSUs equal to $120,000, divided by the volume weighted average price (VWAP) of the twenty (20) trading days prior to the applicable grant day. The Chairman may make an equity election for the cash component according to Exhibit A, Section B(d).”
To Exhibit A, Section B, Compensation, a new subsection shall be added as follows: “f. Compensation in Event of Change of Control: In the case of a Change in Control (as that term is defined in the Company’s Equity Incentive Plan or any subsequent plan that replaces that plan), Board Member is entitled to the following equity compensation, paid upon the occurrence of the Change in Control: $75,000, divided by the volume weighted average price (VWAP) of the twenty (20) trading days prior to the Change in Control.”
American Battery Technology Company, a Nevada corporation
| Signature: | /s/ Ryan Melsert | Signature: | /s/ Rick Fezell |
|---|---|---|---|
| Name: | Ryan<br> Melsert | Name: | Rick<br> Fezell |
| Address: | 100<br> Washington St., Suite 100 | ||
| Reno,<br> NV 89503 |
Exhibit10.2
AMENDMENTTO DIRECTOR AGREEMENT
American Battery Technology Company, a Nevada corporation (the “Company”), and Julie Blunden do hereby amend the Director Agreement dated February 22, 2022, as follows:
With respect to Exhibit A, Section B(b), said paragraph shall be replaced with as follows: “b. Annual Equity Award: Beginning the quarter commencing October 1, 2023, upon resolution by the Board of Directors, the Board Member will receive the following annual equity compensation, paid quarterly in arrears on a pro-rated basis: $150,000, divided by the volume weighted average price (VWAP) of the twenty (20) trading days prior to the applicable end of quarter grant date. For equity compensation earned by the Board Member after the vesting of the last Annual Equity Award but prior to September 30, 2023, the Board Member will receive a one-time payment in the amount of $75,000, divided by the volume weighted average price (VWAP) of the twenty (20) trading days prior to September 30, 2023.”
To Exhibit A, Section B, Compensation, a new subsection shall be added as follows: “e. Board Chairman Compensation: Upon resolution by the Board of Directors, the Board Member will receive the following additional annual compensation for chairing the Board of Directors, paid quarterly in arrears on a pro-rated basis: RSUs equal to $120,000, divided by the volume weighted average price (VWAP) of the twenty (20) trading days prior to the applicable grant day. The Chairman may make an equity election for the cash component according to Exhibit A, Section B(d).”
To Exhibit A, Section B, Compensation, a new subsection shall be added as follows: “f. Compensation in Event of Change of Control: In the case of a Change in Control (as that term is defined in the Company’s Equity Incentive Plan or any subsequent plan that replaces that plan), Board Member is entitled to the following equity compensation, paid upon the occurrence of the Change in Control: $75,000, divided by the volume weighted average price (VWAP) of the twenty (20) trading days prior to the Change in Control.”
American Battery Technology Company, a Nevada corporation
| Signature: | /s/ Ryan Melsert | Signature: | /s/ Julie Blunden |
|---|---|---|---|
| Name: | Ryan<br> Melsert | Name: | Julie<br> Blunden |
| Address: | 100<br> Washington St., Suite 100 | ||
| Reno,<br> NV 89503 |
Exhibit10.3
AMENDMENTTO DIRECTOR AGREEMENT
American Battery Technology Company, a Nevada corporation (the “Company”), and Elizabeth Lowery do hereby amend the Director Agreement dated February 22, 2022, as follows:
With respect to Exhibit A, Section B(b), said paragraph shall be replaced with as follows: “b. Annual Equity Award: Beginning the quarter commencing October 1, 2023, upon resolution by the Board of Directors, the Board Member will receive the following annual equity compensation, paid quarterly in arrears on a pro-rated basis: $150,000, divided by the volume weighted average price (VWAP) of the twenty (20) trading days prior to the applicable end of quarter grant date. For equity compensation earned by the Board Member after the vesting of the last Annual Equity Award but prior to September 30, 2023, the Board Member will receive a one-time payment in the amount of $75,000, divided by the volume weighted average price (VWAP) of the twenty (20) trading days prior to September 30, 2023.”
To Exhibit A, Section B, Compensation, a new subsection shall be added as follows: “e. Board Chairman Compensation: Upon resolution by the Board of Directors, the Board Member will receive the following additional annual compensation for chairing the Board of Directors, paid quarterly in arrears on a pro-rated basis: RSUs equal to $120,000, divided by the volume weighted average price (VWAP) of the twenty (20) trading days prior to the applicable grant day. The Chairman may make an equity election for the cash component according to Exhibit A, Section B(d).”
To Exhibit A, Section B, Compensation, a new subsection shall be added as follows: “f. Compensation in Event of Change of Control: In the case of a Change in Control (as that term is defined in the Company’s Equity Incentive Plan or any subsequent plan that replaces that plan), Board Member is entitled to the following equity compensation, paid upon the occurrence of the Change in Control: $75,000, divided by the volume weighted average price (VWAP) of the twenty (20) trading days prior to the Change in Control.”
American Battery Technology Company, a Nevada corporation
| Signature: | /s/ Ryan Melsert | Signature: | /s/ Elizabeth Lowery |
|---|---|---|---|
| Name: | Ryan<br> Melsert | Name: | Elizabeth<br> Lowery |
| Address: | 100<br> Washington St., Suite 100 | ||
| Reno,<br> NV 89503 |
Exhibit10.4
AMENDMENTTO DIRECTOR AGREEMENT
American Battery Technology Company, a Nevada corporation (the “Company”), and Sherif Marakby (HorizonTek LLC) do hereby amend the Director Agreement dated March 1, 2022, as follows:
With respect to Exhibit A, Section B(b), said paragraph shall be replaced with as follows: “b. Annual Equity Award: Beginning the quarter commencing October 1, 2023, upon resolution by the Board of Directors, the Board Member will receive the following annual equity compensation, paid quarterly in arrears on a pro-rated basis: $150,000, divided by the volume weighted average price (VWAP) of the twenty (20) trading days prior to the applicable end of quarter grant date. For equity compensation earned by the Board Member after the vesting of the last Annual Equity Award but prior to September 30, 2023, the Board Member will receive a one-time payment in the amount of $75,000, divided by the volume weighted average price (VWAP) of the twenty (20) trading days prior to September 30, 2023.”
To Exhibit A, Section B, Compensation, a new subsection shall be added as follows: “e. Board Chairman Compensation: Upon resolution by the Board of Directors, the Board Member will receive the following additional annual compensation for chairing the Board of Directors, paid quarterly in arrears on a pro-rated basis: RSUs equal to $120,000, divided by the volume weighted average price (VWAP) of the twenty (20) trading days prior to the applicable grant day. The Chairman may make an equity election for the cash component according to Exhibit A, Section B(d).”
To Exhibit A, Section B, Compensation, a new subsection shall be added as follows: “f. Compensation in Event of Change of Control: In the case of a Change in Control (as that term is defined in the Company’s Equity Incentive Plan or any subsequent plan that replaces that plan), Board Member is entitled to the following equity compensation, paid upon the occurrence of the Change in Control: $75,000, divided by the volume weighted average price (VWAP) of the twenty (20) trading days prior to the Change in Control.”
American Battery Technology Company, a Nevada corporation
| Signature: | /s/ Ryan Melsert | Signature: | /s/ Sherif S Marakby |
|---|---|---|---|
| Name: | Ryan<br> Melsert | Name: | HorizonTek<br> LLC |
| By: | Sherif<br> Marakby | ||
| Address: | 100<br> Washington St., Suite 100 | ||
| Reno,<br> NV 89503 |