American Battery Materials, Inc S-1/A, filed Jun 29, 2026
American Battery Materials, Inc. (BLTH)
As filed with the Securities and Exchange Commission on June 29, 2026
Registration No. 333-277021
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 13
TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
AMERICAN BATTERY MATERIALS INC.
(Exact name of registrant as specified in its charter)
| Delaware | 2800 | 22-3956444 | ||
| (State or other jurisdiction
of incorporation or organization) |
(Primary Standard Industrial Classification Code No.) |
(IRS Employer Identification No.) |
American Battery Materials Inc.
500 West Putnam Avenue, Suite 400
Greenwich, Connecticut 06830
(800) 998-7962
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)
David E. Graber
Chief Executive Officer
American Battery Materials Inc.
500 West Putnam Avenue, Suite 400
Greenwich, Connecticut 06830
(800) 998-7962
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copies to:
Spencer G. Feldman, Esq. Olshan Frome Wolosky LLP 1325 Avenue of the Americas, 15th Floor New York, New York 10019 (212) 451-2300 |
Anthony J. Marsico, Esq. Reed Smith LLP 599 Lexington Avenue New York, New York 10022 (212) 521-5400 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | ☐ | Accelerated Filer | ☐ | |||
| Non-Accelerated Filer | ☒ | Smaller Reporting Company | ☒ | |||
| 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 to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
American Battery Materials Inc. is filing this Amendment No. 13 (this “Amendment”) to its Registration Statement on Form S-1 (File No. 333-277021) (the “Registration Statement”) as an exhibit-only filing to file Exhibit 5.1. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and Exhibit 5.1. The remainder of the Registration Statement is unchanged and has been omitted.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
| (a) | Exhibits. |
Unless otherwise indicated, exhibits were previously filed.
| * | To be filed by amendment. |
| ** | Filed herewith. |
| # | Indicates management contract or compensatory plan. |
| II-1 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 13 to Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwich, State of Connecticut, on June 29, 2026.
| AMERICAN BATTERY MATERIALS INC. | ||
| By: | /s/ David E. Graber | |
| Name: | David E. Graber | |
| Title: | Chairman and Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 13 to Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ David E. Graber | Chairman and Chief Executive Officer | June 29, 2026 | ||
| David E. Graber | (Principal Executive Officer) | |||
| /s/ Sebastian Lux* | President, Chief Operating Officer and Director | June 29, 2026 | ||
| Sebastian Lux | ||||
| /s/ Agustin Cabo | Chief Financial Officer | June 29, 2026 | ||
| Agustin Cabo | (Principal Financial and Accounting Officer) | |||
| /s/ Dylan Glenn* | Director | June 29, 2026 | ||
| Dylan Glenn | ||||
| /s/ Jared Levinthal* | Director | June 29, 2026 | ||
| Jared Levinthal | ||||
| /s/ Adam C. Lipson, M.D.* | Director | June 29, 2026 | ||
| Adam C. Lipson, M.D. | ||||
| /s/ Andrew Suckling* | Director | June 29, 2026 | ||
| Andrew Suckling | ||||
| /s/ Justin Vorwerk* | Director | June 29, 2026 | ||
| Justin Vorwerk | ||||
| * By: | /s/ David E. Graber | |
| David E. Graber | ||
| Attorney-in-Fact |
| II-2 |
Exhibit 5.1
June 29, 2026
American Battery Materials Inc.
500 West Putnam Avenue, Suite 400
Greenwich, Connecticut 06830
Ladies and Gentlemen:
We are acting as counsel to American Battery Materials Inc., a Delaware corporation (the “Company”), in connection with (a) the offer and sale by the Company of (i) 3,327,273 shares (the “Offering Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), (ii) warrants (the “Offering Warrants”) to purchase up to an aggregate of 3,327,273 shares of Common Stock, (iii) 3,327,273 shares of Common Stock issuable upon exercise of the Offering Warrants, (iv) 499,091 shares of Common Stock issuable to the underwriters (the “Underwriters”) pursuant to the exercise of the Underwriters’ over-allotment option (the “Over-Allotment Shares” and, together with the Offering Shares, the “Shares”), (v) warrants to purchase up to an aggregate of 499,091 shares of Common Stock issuable to the Underwriters pursuant to the exercise of the Underwriters’ over-allotment option (the “Over-Allotment Warrants” and, together with the Offering Warrants, the “Warrants”), and (vi) 499,091 shares of Common Stock issuable upon exercise of the Over-Allotment Warrants (together with the shares of Common Stock issuable upon exercise of the Offering Warrants described in clause (ii), the “Warrant Shares”), pursuant to the Registration Statement on Form S-1 (File No. 333-277021), originally filed by the Company with the Securities and Exchange Commission (the “Commission”) on February 12, 2024 (as amended, the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), and (b) the Underwriting Agreement between the Company and ThinkEquity LLC, as representative of the several Underwriters, relating to the Securities, the form of which has been filed as Exhibit 1.1 to the Registration Statement (the “Underwriting Agreement”). The Shares, the Warrants and the Warrant Shares are referred to herein collectively as the “Securities.”
In connection with this opinion letter, we have examined (a) the Registration Statement and the prospectus included therein (the “Prospectus”) and all exhibits thereto, (b) the Certificate of Incorporation of the Company, as amended to date, (c) the Bylaws of the Company, as amended to date, (d) the form of Warrant, (e) the form of the Warrant Agency Agreement pursuant to which the Offering Warrants are to be issued, (f) the Underwriting Agreement, and (g) certain resolutions of the Board of Directors of the Company relating to the issuance, sale and registration of the Securities. In addition, we have examined and relied upon such corporate records of the Company, and have made such examination of law, as we have deemed necessary or appropriate for purposes of the opinions expressed below. As to certain factual matters, unless otherwise indicated, we have relied, to the extent we have deemed proper, on certificates of certain officers of the Company.
We have assumed for purposes of rendering the opinions set forth herein, without any verification by us, the genuineness of all signatures, the legal capacity of all natural persons to execute and deliver documents, the authenticity and completeness of documents submitted to us as originals, the completeness and conformity with authentic original documents of all documents submitted to us as copies, and that all documents, books and records made available to us by the Company are accurate and complete.
June 29, 2026
Page 2
Based upon, subject to and limited by the foregoing, we are of the opinion that (1) the Shares have been duly authorized and will be validly issued, fully paid and non-assessable; (2)(a) when issued by the Company in accordance with and in the manner described in the Prospectus, the Offering Warrants, and (b) when issued by the Company in accordance with the Prospectus and the Underwriting Agreement, the Over-Allotment Warrants, will be legally binding obligations of the Company in accordance with their terms, except that with respect to the Warrants: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law), (ii) as enforceability of any indemnification or contribution provision may be limited under the Federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; and (3) the Warrant Shares have been duly authorized, and if, as and when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and non-assessable.
We are members of the Bar of the State of New York. We do not express any opinion as to the effect of any laws other than the laws of the State of New York and the General Corporation Law of the State of Delaware, and the federal laws of the United States of America, as in effect on the date hereof.
This letter speaks only at and as of its date and is based solely on the facts and circumstances known to us at and as of such date. We assume no obligation to revise or supplement this letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in fact or law that may hereafter occur.
We hereby consent to the filing of this opinion in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Act with the Commission as an exhibit to the Registration Statement and to the use of our name in the prospectus forming a part of the Registration Statement under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
| Very truly yours, | |
| /s/ Olshan Frome Wolosky LLP | |
| OLSHAN FROME WOLOSKY LLP |