8-K
AMERICAN BATTERY MATERIALS, INC. (BLTH)
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): March06, 2023
BOXSCORE BRANDS,
INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-41594 | 22-3956444 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) |
500 West Putnam Ave. Suite 400
Greenwich, Connecticut 06830
(Address of Principal Executive Offices)
Registrant’s telephone number, including area
code: 800-998-7962
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on whichregistered |
|---|---|---|
| None | N/A | N/A |
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 checkmark 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. |
|---|
(b) Effective 06 March 2023, the Board of Directors (the “Board”) of BoxScore Brands, Inc. (the “Company”) accepted the voluntary resignation of Ross Saldarini as chief financial officer and principal financial officer. There was no dispute or disagreement with Mr. Saldarini as his resignation was voluntary as Mr. Saldarini decided to pursue other opportunities.
**(c)**Effective 06 March 2023, the Board appointed David E. Graber (51) as the Company’s Co-CEO and Chairman of the Board. Mr. Graber was initially appointed to the Board of the Company in February, 2017, and since then has at various times served as the Company’s CEO and CFO, and has continued to serve on the Board of the Company since July, 2022.
Effective 06 March 2023, the Board designated Sebastian Lux (51) as the Company’s Co-CEO and Interim CFO. Mr. Lux has served as our CEO since July, 2022, and has previously served as our Interim CFO.
The Board will consider and determine a compensation arrangement and agreement for both Mr. Graber and Mr. Lux as appropriate considering their respective positions. There is no material plan, contract, arrangement, or understanding (whether or not written) pursuant to which either Mr. Graber or Mr. Lux was appointed as an officer, and each is expected to serve in his respective capacity up to and until the Board decides otherwise. There are no family relationships between either Mr. Graber or Mr. Lux with any director or executive officer of the Company, and there are no related party transactions between the Company and either Mr. Graber or Mr. Lux which would require disclosure under Item 404(a) of Regulation S-K.
A copy of the press release containing the announcement of Mr. Graber and Mr. Lux is attached hereto as Exhibit 99.1.
| ITEM 8.01 | Other Events. |
|---|
On 06 March 2022 the Company issued a press release announcing that the Company has appointed Mr. Graber and Mr. Lux as Co-CEOs. A copy of the press release is included herewith as Exhibit 99.1 and the information in the press release is incorporated by reference into this Item 8.01.
| ITEM 9.01 | Financial Statements And Exhibits. |
|---|
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release published on 06 March 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 report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: 10 March 2023 | BOXSCORE BRANDS, INC. | |
|---|---|---|
| BY: | /S/ SEBASTIAN LUX | |
| Sebastian Lux, | ||
| Co-Chief Executive Officer |
Exhibit 99.1
AmericanBattery Materials, Inc. Appoints David E. Graber as Co-CEO and Chairman of its Board of Directors ****
GREENWICH, Conn., - March 6, 2023 - American Battery Materials, Inc. (OTC Pink: BOXS) (“ABM”, the “Company”), an environmentally responsible minerals exploration and development company focused on direct lithium extraction (“DLE”) and other critical minerals for the global energy transition, today announced the appointment of David E. Graber, the company’s Founder, as Co-Chief Executive Officer alongside CEO Sebastian Lux, and Chairman of its Board of Directors, effective immediately.
Mr. Lux commented: “We have made tremendous progress on the operational side of our business by acquiring proven assets and initiating exploration efforts. We believe there exists a significant opportunity in front of us as we continue to develop our early-mover advantage and cost-effective, efficient, and environmentally friendly method of extraction. David and I share a vision of how to position ABM as a leader in the North American lithium market, and I look forward to having him more closely involved.”
“I am excited to join the management team at an inflection point for ABM,” said Mr. Graber. “Our goal of supporting the country’s urgent critical minerals needs for the ongoing energy transition will require a team as there are a broad range of responsibilities. We have a lot of work to do. Additional asset acquisitions, joint ventures and strategic partnerships for offtake are all elements of ABM’s growth and keys to value creation for our stakeholders.”
Prior to joining ABM, Mr. Graber served as Managing Principal of Cobrador Capital, LLC where he focused on Natural Resource and Consumer focused investments as well as advisory work as a principal investor and Investment Banker. Mr. Graber has held senior positions at New Century Capital Partners, Donaldson, Lufkin & Jenrette, and Credit Suisse First Boston. Mr. Graber holds an MBA from Columbia University and London Business School in the UK.
About American Battery Materials, Inc.
American Battery Materials, Inc., formerly BoxScore Brands, Inc. and still trading under the symbol BOXS pending processing by FINRA (OTC Pink: BOXS), is a US-based environmentally responsible critical minerals exploration and development company focused on direct lithium extraction (“DLE”) as well as other minerals for refining, processing, and distribution to support the country’s urgent critical minerals need to bolster long-term energy transition and the electrification of the US domestic and global economy.
For more information about American Battery Materials, Inc. and to receive Company updates via email, please visit the Contact section of our web site, www.americanbatterymaterials.com.
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Forward-Looking Statements
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and which are based on the Company’s beliefs and assumptions and on information currently available to management. All statements contained in this release other than statements of historical fact are forward-looking statements, including but not limited to statements regarding the potential benefits of the name change; the Company’s ability to develop and commercialize its mineral rights; the Company’s planned research and development efforts; and, other matters regarding the Company’s business strategies, use of capital, results of operations and financial position, and plans and objectives for future operations. In some cases, you can identify forward-looking statements by the words "may", "will", "could", "would", "should", "expect", "intend", "plan", "anticipate", "believe", "estimate", "predict", "project", "potential", "continue", "ongoing", or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words.
These forward-looking statements are subject to risks, uncertainties and other factors that may cause actual results, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. These risks, uncertainties, and other factors include, without limitation, the important risk factors described more fully in our reports and other documents filed with the Securities and Exchange Commission (“the SEC”), including under (i) “Part I, Item 1A. Risk Factors”, in our Annual Report on Form 10-K for the year-ending December 31, 2021, filed with the SEC on March 31, 2022; and (ii) subsequent filings. Undue reliance should not be placed on the forward-looking statements in this news release, which are based on information available to us on the date hereof. The Company does not undertake any duty to update or revise forward-looking statements except as required by federal securities laws. Any distribution of this news release after the date hereof is not intended and should not be construed as updating or confirming such information.
Contact Information
CompanyEmail: ir@americanbatterymaterials.com
Tel: (800) 998-7962
Investor Relations
Michael Kim/Brooks Hamilton
MZ North America
+1 (949) 546-6326
ABM@mzgroup.us