Filed
Pursuant to Rule 424(b)(5)
Registration.
No. 333-276329
PROSPECTUS
SUPPLEMENT
(To
the Prospectus dated June 24, 2024)
Up
to $50,000,000
Common
Stock
We
have entered into an ATM sales agreement (the “Sales Agreement”) with Virtu Americas LLC (the “Sales Agent”),
dated April 3, 2024, relating to the sale of shares of our common stock, par value $0.001 per share, offered by this prospectus supplement
and the accompanying base prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our common
stock from time to time up to an aggregate offering price of up to $50,000,000 through or to the Sales Agent, acting as sales agent or
principal.
Upon
our delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, the Sales Agent may sell shares of
our common stock by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities
Act of 1933, as amended (the “Securities Act”). The Sales Agent is not required to sell any specific number or dollar amount
of securities, but will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable
state and federal laws, rules and regulations and the rules of The Nasdaq Stock Market LLC to sell such shares of our common stock. There
is no arrangement for funds to be received in any escrow, trust or similar arrangement.
We
will pay the Sales Agent a total commission for its services in acting as agent in the sale of our common stock of up to 3.0% of the
gross sales price per share of all shares sold through the Sales Agent as agent under the Sales Agreement. See “Plan of Distribution”
for information relating to certain expenses of the Sales Agent to be reimbursed by us.
In
connection with the sale of common stock on our behalf, the Sales Agent will be deemed to be an “underwriter” within the
meaning of the Securities Act and the compensation to the Sales Agent will be deemed to be underwriting commissions or discounts. We
have also agreed to provide indemnification and contribution to the Sales Agent with respect to certain liabilities, including liabilities
under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Our
common stock is traded on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “ABAT.” On September 24, 2024,
the last reported sale price of our common stock on the Nasdaq was $0.87 per share.
We
are a smaller reporting company under Rule 405 of the Securities Act and, as such, have elected to comply with certain reduced public
company reporting requirements for this prospectus supplement, the documents incorporated by reference herein and future filings.
INVESTING
IN OUR SECURITIES INVOLVES RISKS. WE STRONGLY RECOMMEND THAT YOU READ CAREFULLY THE RISKS WE DESCRIBE IN THIS PROSPECTUS SUPPLEMENT AND
THE ACCOMPANYING BASE PROSPECTUS, AS WELL AS THE RISK FACTORS THAT ARE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS SUPPLEMENT AND
THE ACCOMPANYING BASE PROSPECTUS FROM OUR FILINGS MADE WITH THE SECURITIES AND EXCHANGE COMMISSION. SEE “RISK FACTORS” BEGINNING
ON PAGE S-5 OF THIS PROSPECTUS SUPPLEMENT AND PAGE 6 OF THE ACCOMPANYING BASE PROSPECTUS.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved the securities we may be offering
or determined if this prospectus supplement is accurate or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus supplement is September 30, 2024
Table
of Contents
Prospectus
Supplement
Prospectus
You
should rely only on the information incorporated by reference or provided in this prospectus supplement and the accompanying base prospectus.
Neither we nor any party on our behalf have authorized anyone to provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it. This prospectus supplement and the accompanying base prospectus do
not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus supplement and
the accompanying base prospectus in any jurisdiction where it is unlawful to make such offer or solicitation. You should assume that
the information contained in this prospectus supplement or the accompanying base prospectus, or any document incorporated by reference
in this prospectus supplement or the accompanying base prospectus, is accurate only as of the date of those respective documents. Neither
the delivery of this prospectus supplement nor any distribution of securities pursuant to this prospectus supplement shall, under any
circumstances, create any implication that there has been no change in the information set forth or incorporated by reference into this
prospectus supplement or in our affairs since the date of this prospectus supplement. Our business, financial condition, results of operations
and prospects may have changed since that date.
ABOUT
THIS PROSPECTUS SUPPLEMENT
This
prospectus supplement and the accompanying base prospectus relate to an “at the market offering” of shares of our common
stock. Before purchasing any shares of our common stock offered hereby, you should carefully read both this prospectus supplement and
the accompanying base prospectus, together with the additional information described under the headings, “Where You Can Find More
Information” and “Incorporation by Reference.”
On
December 29, 2023, we filed with the Securities and Exchange Commission, or (the “SEC”), a registration statement on Form
S-3 (File No. 333-276329) utilizing a shelf registration process relating to the securities described in this prospectus supplement,
which registration statement was amended on June 12, 2024, and became effective on June 24, 2024. Under the shelf registration, we may,
from time to time, offer and sell up to $150 million of our common stock and other securities, including in this “at the market
offering.”
This
document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this “at the market
offering” offering of securities and also adds to and updates information contained in the accompanying base prospectus and the
documents incorporated by reference into the base prospectus and this prospectus supplement. The second part is the accompanying base
prospectus, including the documents incorporated by reference into the base prospectus, which provides more general information, some
of which may not apply to this offering. You should read both this prospectus supplement and the accompanying base prospectus, including
the information incorporated by reference herein and therein. To the extent the information contained in this prospectus supplement differs
or varies from the information contained in the accompanying base prospectus or any document filed prior to the date of this prospectus
supplement and incorporated herein or therein by reference, the information in this prospectus supplement will control; provided, that
if any statement in one of these documents is inconsistent with a statement in another document having a later date, the statement in
the document having the later date modifies or supersedes the earlier statement. In addition, this prospectus supplement and the accompanying
base prospectus do not contain all of the information provided in the registration statement that we filed with the SEC that contains
the accompanying base prospectus (including the exhibits to the registration statement). For further information about us, you should
refer to that registration statement, which you can obtain from the SEC as described elsewhere in this prospectus supplement under “Where
You Can Find More Information” and “Incorporation by Reference.” You may obtain a copy of this prospectus supplement,
the accompanying base prospectus and any of the documents incorporated by reference without charge by requesting it from us in writing
or by telephone at the following address or telephone number: American Battery Technology Company, 100 Washington Street, Suite 100 in
Reno, Nevada, USA, telephone number (775) 473-4744.
You
should rely only on the information contained in or incorporated by reference into this prospectus supplement and the accompanying base
prospectus. We have not, and no other party on our behalf has not, authorized anyone to provide you with information that is different.
We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.
We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus supplement and the accompanying base prospectus is accurate only as of the date on its cover
and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless
we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. This
prospectus supplement and the accompanying base prospectus incorporate by reference market data and industry statistics and forecasts
that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable,
we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition,
the market and industry data and forecasts that may be included or incorporated by reference in this prospectus supplement, or the accompanying
base prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors,
including those discussed under the heading “Risk Factors” contained in this prospectus supplement and the accompanying base
prospectus and under similar headings in other documents that are incorporated by reference into this prospectus supplement or the accompanying
base prospectus. Accordingly, purchasers should not place undue reliance on this information.
Unless
the context indicates otherwise, in this prospectus supplement and the accompanying base prospectus, the terms “ABAT,” “ABML,”
the “Company,” “we,” “us,” “our” and similar terms refer to American Battery Technology
Company, together with our consolidated subsidiaries.
CAUTIONARY
NOTE REGARDING FORWARD LOOKING STATEMENTS
This
prospectus supplement, the accompanying base prospectus, and the information incorporated by reference herein and therein contain or
incorporate forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such
statements may include, but are not limited to, information related to: anticipated operating results; relationships with our customers;
consumer demand; financial resources and condition; changes in revenues; changes in profitability; cost of sales; selling, general and
administrative expenses; interest expense; the ability to produce the liquidity or enter into agreements to acquire the capital necessary
to continue our operations and take advantage of opportunities; and legal proceedings and claims. These statements involve known and
unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different
from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can
identify forward-looking statements by terms such as “anticipates,” “believes,” “seeks,” “could,”
“estimates,” “expects,” “intends,” “may,” “plans,” “potential,”
“predicts,” “projects,” “should,” “would,” and similar expressions intended to identify
forward-looking statements. Accordingly, these statements involve estimates, assumptions and uncertainties that could cause actual results
to differ materially from those expressed in them. Forward-looking statements reflect our current views with respect to future events
and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on
these forward-looking statements.
The
factors described under “Risk Factors” in this prospectus supplement and in any documents incorporated by reference herein,
and other factors could cause our or our industry’s future results to differ materially from historical results or those anticipated
or expressed in any of our forward-looking statements. We operate in a continually changing business environment, and new risk factors
emerge from time to time. Other unknown or unpredictable factors also could have material adverse effects on our future results, performance
or achievements. We cannot assure you that projected results or events will be achieved or will occur.
You
should read this prospectus supplement, the accompanying base prospectus, and the information incorporated by reference herein and therein,
completely and with the understanding that our actual future results may be materially different from our expectations. You should not
assume that the information contained in such documents is accurate as of any date other than the date on the front cover of such documents.
PROSPECTUS
SUPPLEMENT SUMMARY
This
summary description about us and our business highlights selected information contained elsewhere in this prospectus supplement and the
accompanying base prospectus or incorporated by reference into this prospectus supplement and the accompanying base prospectus. It does
not contain all the information you should consider before investing in our securities. Important information is incorporated by reference
into this prospectus supplement. To understand this offering fully, you should read carefully this prospectus supplement and the accompanying
base prospectus and the documents incorporated by reference in their entirety, including “Risk Factors” included in this
prospectus supplement and incorporated by reference, “Cautionary Statement Regarding Forward-Looking Statements,” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and the notes to those financial
statements incorporated by reference in this prospectus supplement and the accompanying base prospectus, together with the additional
information described under “Incorporation by Reference.”
Our
Company
American
Battery Technology Company is a recent entrant in the lithium–ion battery industry that is working to increase the domestic US
production of battery materials, such as lithium, nickel, cobalt, and manganese through its engagement in the exploration of new primary
resources of battery metals, in the development and commercialization of new technologies for the extraction of these battery metals
from primary resources, and in the commercialization of an internally developed integrated process for the recycling of lithium–ion
batteries. Through this three–pronged approach, the Company is working to both increase the domestic production of these battery
materials, and to ensure spent batteries have their elemental battery metals returned to the domestic manufacturing supply chain in an
economical, environmentally-friendly, closed–loop fashion.
To
implement this business strategy, the Company is currently beginning commercial operations at its first integrated lithium–ion
battery recycling facility, which will take in waste and end–of–life battery materials from the electric vehicle, stationary
storage, and consumer electronics industries. The construction, commissioning, and operations of this facility are of the highest priority
to the Company, and as such it has significantly increased the resources devoted to its execution including the further internal hiring
of technical staff, expansion of laboratory facilities, and purchasing of equipment. The Company has been awarded a competitively bid
grant from the US Advanced Battery Consortium to accelerate the development and demonstration of this pre–commercial scale integrated
lithium–ion battery recycling facility. The Company has been notified that it has been selected for an additional grant award under
the Bipartisan Infrastructure Law to validate, test, and deploy three disruptive advanced separation and processing technologies in its
existing lithium-ion battery recycling facilities.
Additionally,
the Company is accelerating the demonstration and commercialization of its internally developed low–cost and low–environmental
impact processing train for the manufacturing of battery grade lithium hydroxide from Nevada–based sedimentary claystone resources.
The Company has been awarded a grant cooperative agreement from the US Department of Energy’s Advanced Manufacturing Office through
the Critical Materials Innovation program to support the construction and operation of a multi–ton per day integrated continuous
demonstration system to support the scale–up and commercialization of these technologies. The Company has been notified that it
has been selected for an additional grant award under the Bipartisan Infrastructure Law to design, construct, and commission a first-of-kind
commercial manufacturing facility to produce battery-grade lithium hydroxide from this resource.
The
Company’s corporate headquarters are in Reno, Nevada, and its mineral exploration office is located in Tonopah, Nevada. The Company
is commissioning its novel recycling plant for recycling lithium-ion batteries in McCarran, Nevada.
Corporate
Information
The
Company was incorporated as Oroplata Resources, Inc. under the laws of the State of Nevada on October 6, 2011, for the purpose of acquiring
rights to mineral properties with the eventual objective of being a producing mineral company. On August 8, 2016, the Company formed
Lithortech Resources Inc. as a wholly owned subsidiary of the Company to serve as its operating subsidiary for lithium resource exploration
and development. On June 29, 2018, the Company changed the name of Lithortech Resources to LithiumOre Corp. (“LithiumOre”);
on May 3, 2019, the Company changed its name to American Battery Metals Corporation; and on August 12, 2021, the Company changed its
name to American Battery Technology Company, which better aligns with the Company’s current business activities and future objectives.
The Company has limited operating history and has not yet generated or realized revenues from its primary business activities. On September
11, 2023, the Company effected a one-for-fifteen (1:15) reverse stock split (the “Reverse Stock Split”) of the Company’s
authorized, issued and outstanding shares of common stock, and the authorized shares of preferred stock, $0.001 par value per share (the
“Preferred Stock”). All share numbers and prices herein reflect the effectiveness of the Reverse Stock Split.
Our
mailing address and telephone number of our principal executive offices are:
American
Battery Technology Company
100
Washington Street, Suite 100
Reno,
Nevada 89503
Tel:
(775) 473-4744.
THE
OFFERING
| Shares
of Common Stock Offered |
|
Shares
of common stock having an aggregate offering price of up to $50,000,000 |
| |
|
|
| Shares
of Common Stock Outstanding Prior to this Offering |
|
73,308,338
shares of common stock as of September 24, 2024 |
| |
|
|
| Shares
of Common Stock Outstanding Following this Offering |
|
Up
to 130,779,602 shares of common stock, assuming the sale of up to 57,471,264 shares at a
price of $0.87 per share, which was the closing price of our common stock on the Nasdaq on
September 24, 2024.
The
actual number of shares issued and sold, if any, will vary depending on the sales prices under this offering. Further, our Articles
of Incorporation currently authorize the issuance of up to 81,666,667 shares, including 80,000,000 shares of common stock and 1,666,667
shares of preferred stock, each with a $0.001 par value per share. We are not permitted to issue and sell a number of shares under
this offering that would cause us to issue and sell more shares than we have authorized under our Articles of Incorporation. |
| |
|
|
| Plan
of Distribution |
|
“At
the market offering” that may be made from time to time through or to the Sales Agent, as sales agent or principal. See the
section titled “Plan of Distribution.” |
| |
|
|
| Use
of Proceeds |
|
We
intend to use the net proceeds that we receive from this offering, if any, for general corporate purposes and working capital. See
“Use of Proceeds” for additional information. |
| |
|
|
| Nasdaq
Ticker Symbol |
|
ABAT |
| |
|
|
| Risk
Factors |
|
An
investment in our common stock involves a high degree of risk. See the section entitled “Risk Factors” included in this
prospectus supplement, the accompanying base prospectus and our Annual Report on Form 10-K for the fiscal year ended June 30, 2024,
incorporated by reference herein, and any other risk factors described in the documents incorporated by reference herein, for a discussion
of certain factors to consider carefully before deciding to invest in our common stock. |
Unless
we indicate otherwise, all information in this prospectus supplement is based on 73,308,338 shares of common stock outstanding as of
September 24, 2024, and excludes, as of June 30, 2024, approximately 769,342 shares of common stock issuable upon the exercise of convertible
notes, 6,928,758 shares of our common stock issuable upon the exercise of outstanding warrants, with a weighted average exercise price
of $12.95 per share, and 3,428,604 shares of common stock issuable upon the vesting of outstanding restricted stock units.
Unless
otherwise stated, all information in this prospectus supplement assumes no exercise of the outstanding convertible notes or warrants
described above into common stock.
RISK
FACTORS
An
investment in our common stock involves a high degree of risk. Before making an investment in our common stock, you should carefully
consider the risks discussed under the heading “Risk Factors” in our most recent Annual Report on Form 10-K, which are incorporated
herein by reference (other than, in each case, information furnished, rather than filed), as well as the information contained in this
prospectus supplement and the accompanying base prospectus relating to this offering. Any of those risk factors could significantly and
adversely affect our business, prospects, financial condition and results of operations, and the trading price of our common stock. Although
we describe, and will describe, what we believe to be the principal risks related to our Company and the securities we offer, we can
also be affected by risks we do not anticipate or do not think will have a material effect upon us. Please also read carefully the section
entitled “Cautionary Statement Regarding Forward-Looking Statements.”
RISKS
RELATED TO THIS OFFERING
The
number of shares of our common stock available for future issuance or sale could adversely affect the per share trading price of our
common stock.
We
cannot predict whether future issuances or sales of our common stock or the availability of shares for resale in the open market will
decrease the per share trading price of our common stock. The issuance of a substantial number of shares of our common stock in the public
market or the perception that such issuances might occur could adversely affect the per share trading price of our common stock.
The
actual number of shares we will issue under the Sales Agreement, at any one time or in total, is uncertain.
Subject
to certain limitations in the Sales Agreement and compliance with applicable law, we have the discretion to deliver instruction to the
Sales Agent to sell shares of our common stock at any time throughout the term of the Sales Agreement. The number of shares that are
sold through the Sales Agent after our instruction will fluctuate based on a number of factors, including the market price of our common
stock during the sales period, the limits we set with the Sales Agent in any instruction to sell shares, and the demand for our common
stock during the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently
possible to predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales.
The
common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will
likely pay different prices.
Investors
who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution,
and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and
numbers of shares sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering
as a result of sales made at prices lower than the prices they paid.
The
market price of our common stock has been, and may continue to be, highly volatile, and such volatility could cause the market price
of our common stock to decrease and could cause you to lose some or all of your investment in our common stock.
During
the fiscal year ended June 30, 2024, the market price of our common stock fluctuated from a high of $11.43 per share to a low of $1.00
per share, and our stock price continues to fluctuate. The market price of our common stock may continue to fluctuate significantly in
response to numerous factors, some of which are beyond our control, such as:
| |
●
|
our
ability to generate revenue and develop a consistent customer base; |
| |
●
|
our
ability to develop and scale our proprietary technology; |
| |
● |
the
announcement and acceptance of new products or technology or related enhancements by us or our competitors; |
| |
● |
developments
concerning regulatory oversight and approvals; |
| |
● |
variations
in our and our competitors’ results of operations; |
| |
● |
successes
or challenges in our collaborative arrangements or alternative funding sources; |
| |
● |
developments
in our industry generally; |
| |
●
|
future
issuances of common stock or other securities; |
| |
● |
the
addition or departure of key personnel; |
| |
●
|
announcements
by us or our competitors of acquisitions, investments or strategic alliances; and |
| |
●
|
general
market conditions and other factors, including factors unrelated to our operating performance. |
Further,
the stock market in general, and our industry in particular, has recently experienced extreme price and volume fluctuations. The volatility
of our common stock is further exacerbated due to its low trading volume. Continued market fluctuations could result in extreme volatility
in the price of our common stock, which could cause a decline in the value of our common stock and the loss of some or all of your investment.
Management
will have broad discretion as to the use of the proceeds from this offering, and we may not use the proceeds effectively.
We
have not allocated specific amounts of the net proceeds from this offering for any specific purpose. Accordingly, our management will
have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways that you do not
agree with or that do not improve our results of operations or enhance the value of our common stock. See “Use of Proceeds.”
Our failure to apply these funds effectively could have a material adverse effect on our business, financial results, operating results
and/or cash flow and could cause the price of our common stock to decline.
Our
outstanding options and warrants, and the availability for resale of certain of the underlying shares, may adversely affect the trading
price of our common stock.
Our
outstanding options and warrants could adversely affect our ability to obtain future financing or engage in certain mergers or other
transactions, since the holders thereof may exercise them at a time when we may be able to obtain additional capital through a new offering
of securities on terms more favorable to us than the terms of outstanding securities. For the life of the options and warrants, the holders
have the opportunity to profit from a rise in the market price of our common stock without assuming the risk of ownership. The issuance
of shares upon the exercise of outstanding options and warrants would also dilute the ownership interests of our existing stockholders.
Additional
financing or future equity issuances may result in future dilution to our stockholders.
We
expect that we will need to raise additional funds in the future to finance our growth, our current and planned initiatives, investment
activities, and for other reasons. Any required additional financing may not be available on terms acceptable to us, or at all. If we
raise additional funds by issuing equity securities, you may experience significant dilution of your ownership interest and the newly
issued securities may have rights senior to those of the holders of our common stock. The price per share at which we sell additional
securities in future transactions may be higher or lower than the price per share in this offering. Alternatively, if we raise additional
funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions
on our business that could impair our operational flexibility and would also require us to fund additional interest expense. If adequate
additional financing is not available when required or is not available on acceptable terms, we may be unable to successfully execute
our business plan.
We
may not be able to maintain our Nasdaq listing
Our
common stock has been listed on Nasdaq since 2023. If we are unable to satisfy the continued listing standards of Nasdaq, which include,
among others, minimum stockholders’ equity, market capitalization, pre-tax income and per share sales price, our common stock may
be delisted. If our common stock is delisted, we would be forced to have our common stock quoted on the OTC Markets or some other quotation
medium, depending on our ability to meet the specific requirements of those quotation systems. In that case, we may lose some or all
of our institutional investors, and selling our common stock on the OTC Markets would be more difficult because smaller quantities of
shares would likely be bought and sold, and transactions could be delayed. These factors could result in lower prices and larger spreads
in the bid and ask prices for shares of our common stock. If this happens, we will have greater difficulty accessing the capital markets
to raise any additional necessary capital.
The
sale or issuance of our common stock may cause dilution and the sale of the shares of common stock could cause the price of our common
stock to fall.
We
are not restricted from issuing additional securities in the future, including our common stock, securities that are convertible into
or exchangeable for, or that represent the right to receive, our common stock or substantially similar securities. To the extent that
we raise additional funds through the sale of equity or convertible debt securities, the issuance of such securities will result in dilution
to our stockholders. We may sell our common stock or other securities at a price per share that is less than the price per share paid
by investors in this offering, and investors purchasing our common stock or other securities in the future could have rights superior
to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable
into shares of our common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering.
Depending on market liquidity at the time, sales of such shares or other securities may cause the trading price of our common stock to
fall.
RISKS
RELATING TO OUR COMPANY
Since
we have a limited operating history and have not had product sales yet, it is difficult for potential investors to evaluate our business.
The
Company is commissioning a recycling plant but has no product sales to date. Our operations have consisted of the prior exploratory activities,
development and limited testing of our recycling process and the development of our business plan. Our limited operating history makes
it difficult for potential investors to evaluate our technology or prospective operations. As an early-stage company, we are subject
to all the risks inherent in the initial organization, financing, expenditures, complications and delays in a new business. Investors
should evaluate an investment in us in light of the uncertainties encountered by developing companies in a competitive environment. There
can be no assurance that our efforts will be successful or that we will ultimately be able to attain profitability.
We
may need additional financing, which additional financing may not be available on reasonable terms or at all.
We
believe that we will require significant working capital in the near term in order to fund our current operations. We will likely need
to raise capital over the next 12 months to satisfy such requirements, the receipt of which cannot be assured. We will also require additional
capital in order to fully develop our recycling facilities. We intend to seek additional funds through various financing sources, including
the private sale of our equity and debt securities, joint ventures with capital partners and project financing of our recycling facilities.
However, there can be no guarantees that such funds will be available on commercially reasonable terms, if at all. If such financing
is not available on satisfactory terms, we may be unable to further pursue our business plan and we may be unable to continue operations,
in which case you may lose your entire investment.
We
must effectively manage the growth of our operations, or our company will suffer.
Our
ability to successfully implement our business plan requires an effective planning and management process. If funding is available, we
may elect to increase the scope of our operations and acquire complementary businesses. Implementing our business plan will require significant
additional funding and resources. If we grow our operations, we will need to hire additional employees and make significant capital investments.
If we grow our operations, it will place a significant strain on our existing management and resources. Additionally, we will need to
improve our financial and managerial controls and reporting systems and procedures, and we will need to expand, train and manage our
workforce. Any failure to manage any of the foregoing areas efficiently and effectively would cause our business to suffer.
We
may be unable to maintain an effective system of internal control over financial reporting, and as a result we may be unable to accurately
report our financial results.
Our
reporting obligations as a public company place a significant strain on our management, operational and financial resources and systems.
We do not currently have effective internal controls. If we fail to maintain an effective system of internal control over financial reporting,
we could experience delays or inaccuracies in our reporting of financial information, or non-compliance with the Commission, reporting
and other regulatory requirements. This could subject us to regulatory scrutiny and result in a loss of public confidence in our management,
which could, among other things, cause our stock price to drop.
We
have been and expect to be significantly dependent on consulting agreements for the development of our battery recycling facilities,
which exposes us to the risk of reliance on the performance of third parties.
In
developing our battery recycling technology, we rely to some extent on consulting agreements with third parties as the Company does not
have the resources to employ all the necessary staff required for such activities. The failure to obtain and maintain such consulting
agreements would substantially disrupt or delay our battery recycling activities. Any such loss would likely increase our expenses and
materially harm our business, financial condition and results of operation.
If
we are not successful in attracting and retaining highly qualified personnel, we may not be able to successfully implement our business
strategy. In addition, the loss of the services of certain key employees would adversely impact our business prospects.
If
we are not successful in attracting and retaining highly qualified personnel, we may not be able to successfully implement our business
strategy. In addition, the loss of the services of certain key employees, including our Chief Executive Officer and our Chief Technology
Officer, would adversely impact our business prospects. Our ability to compete in the highly competitive battery recycling technology
business depends in large part upon our ability to attract highly qualified managerial, scientific, and engineering personnel. In order
to induce valuable employees to remain with us, we intend to provide employees with stock grants that vest over time. The value to employees
of stock grants that vest over time will be significantly affected by movements in our stock price that we will not be able to control
and may at any time be insufficient to counteract more lucrative offers from other companies. Other technology companies with which we
compete for qualified personnel have greater financial and other resources, different risk profiles, and a longer history in the industry
than we do. They also may provide more diverse opportunities and better chances for career advancement. Some of these characteristics
may be more appealing to high-quality candidates than what we have to offer. If we are unable to continue to attract and retain high-quality
personnel, the rate and success at which we can develop and commercialize products would be limited.
RISKS
RELATING TO OUR BUSINESS AND INDUSTRY
Battery
recycling is a highly competitive and speculative business and we may not be successful in seeking available opportunities.
The
process of battery recycling is a highly competitive and speculative business. In seeking available opportunities, we will compete with
a number of other companies, including established, multi-national companies that have more experience and resources than we do. There
also may be other small companies that are developing similar processes and are farther along than the Company. Because we may not have
the financial and managerial resources to compete with other companies, we may not be successful in our efforts to develop technology
which is commercially viable.
Our
new business model has not been proven by us or anyone else.
We
intend to engage in the business of lithium recycling through a proprietary recycling technology. While the production of lithium-ion
recycling is an established business, to date most lithium-ion recycling has been produced by way of performing bulk high temperature
calcinations or bulk acid dissolutions. We have developed a highly strategic recycling processing train that does not employ any high
temperature operations or any bulk chemical treatments of the full battery. We have tested our recycling process on a small scale and
to a limited degree; however, there can be no assurance that we will be able to produce battery metals in commercial quantities at a
cost of production that will provide us with an adequate profit margin. The uniqueness of our process presents potential risks associated
with the development of a business model that is untried and unproven.
While
the testing of our recycling process has been successful to date, there can be no assurance that we will be able to replicate the process,
along with all of the expected economic advantages, on a large commercial scale.
As
of the date of this prospectus supplement, we have built and operated our recycling process on a very small scale. While we believe that
our development and testing to date has proven the concept of our recycling process, we have not undertaken the build-out or operation
of a large-scale facility capable of recycling large commercial quantities. There can be no assurance that as we commence large scale
manufacturing or operations that we will not incur unexpected costs or hurdles that might restrict the desired scale of our intended
operations or negatively impact our projected gross profit margin.
Our
intellectual property rights may not be adequate to protect our business.
We
currently do not hold any patents for our products. Although we expect to file applications related to our technology, no assurances
can be given that any patent will be issued on such patent applications or that, if such patents are issued, they will be sufficiently
broad to adequately protect our technology. In addition, we cannot assure you that any patents that may be issued to us will not be challenged,
invalidated, or circumvented. Even if we are issued patents, they may not stop a competitor from illegally using our patented processes
and materials. In such event, we would incur substantial costs and expenses, including lost time of management in addressing and litigating,
if necessary, such matters. Additionally, we rely upon a combination of trade secret laws and nondisclosure agreements with third parties
and employees having access to confidential information or receiving unpatented proprietary know-how, trade secrets and technology to
protect our proprietary rights and technology. These laws and agreements provide only limited protection. We can give no assurance that
these measures will adequately protect us from misappropriation of proprietary information.
Our
processes may infringe on the intellectual property rights of others, which could lead to costly disputes or disruptions.
The
applied science industry is characterized by frequent allegations of intellectual property infringement. Though we do not expect to be
subject to any of these allegations, any allegation of infringement could be time consuming and expensive to defend or resolve, result
in substantial diversion of management resources, cause suspension of operations or force us to enter into royalty, license, or other
agreements rather than dispute the merits of such allegation. If patent holders or other holders of intellectual property initiate legal
proceedings, we may be forced into protracted and costly litigation. We may not be successful in defending such litigation and may not
be able to procure any required royalty or license agreements on acceptable terms or at all.
Our
business strategy includes entering into joint ventures and strategic alliances. Failure to successfully integrate such joint ventures
or strategic alliances into our operations could adversely affect our business.
We
propose to commercially exploit our recycling process, in part, by entering into joint ventures and strategic relationships with parties
involved in the manufacture and recycling of lithium-ion products. Joint ventures and strategic alliances may involve significant other
risks and uncertainties, including distraction of management’s attention away from normal business operations, insufficient revenue
generation to offset liabilities assumed and expenses associated with the transaction, and unidentified issues not discovered in our
due diligence process, such as product quality, technology issues and legal contingencies. In addition, we may be unable to effectively
integrate any such programs and ventures into our operations. Our operating results could be adversely affected by any problems arising
during or from any joint ventures or strategic alliances.
If
we are unable to manage future expansion effectively, our business, operations and financial condition may suffer significantly, resulting
in decreased productivity.
If
our recycling process proves to be commercially valuable, it is likely that we will experience a rapid growth phase that could place
a significant strain on our managerial, administrative, technical, operational and financial resources. Our organization, procedures
and management may not be adequate to fully support the expansion of our operations or the efficient execution of our business strategy.
If we are unable to manage future expansion effectively, our business, operations and financial condition may suffer significantly, resulting
in decreased productivity.
The
global economic conditions could negatively affect our prospects for growth and operating results.
Our
prospects for growth and operating results will be directly affected by the general global economic conditions of the industries in which
our suppliers, partners and customer groups operate. We believe that the market price of our principal product, recycled lithium- ion,
is relatively volatile and reacts to general global economic conditions. A decline in the price of lithium-ion resulting from over supply
or a global economic slowdown and the other global economic conditions could negatively affect our business. There can be no assurance
that global economic conditions will not, at times, negatively impact our liquidity, growth prospects and results of operations.
Government
regulation and environmental, health and safety concerns may adversely affect our business.
Our
operations in the United States will be subject to the Federal, State and local environmental, health and safety laws applicable to the
reclamation of lithium-ion batteries. Depending on how any particular operation is structured, our facilities will probably have to obtain
environmental permits or approvals to operate, including those associated with air emissions, water discharges, and waste management
and storage. We may face opposition from local residents or public interest groups to the installation and operation of our facilities.
Failure to secure (or significant delays in securing) the necessary approvals could prevent us from pursuing some of our planned operations
and adversely affect our business, financial results and growth prospects. In addition to permitting requirements, our operations are
subject to environmental health, safety and transportation laws and regulations that govern the management of and exposure to hazardous
materials such as the heavy metals and acids involved in battery reclamation. These include hazard communication and other occupational
safety requirements for employees, which may mandate industrial hygiene monitoring of employees for potential exposure to hazardous materials.
Failure to comply with these requirements could subject our business to significant penalties (civil or criminal) and other sanctions
that could adversely affect our business.
The
nature of our operations involves risks, including the potential for exposure to hazardous materials such as heavy metals, that could
result in personal injury and property damage claims from third parties, including employees and neighbors, which claims could result
in significant costs or other environmental liability. Our operations also pose a risk of releases of hazardous substances, such as heavy
metals or acids, into the environment, which can result in liabilities for the removal or remediation of such hazardous substances from
the properties at which they have been released, liabilities which can be imposed regardless of fault, and our business could be held
liable for the entire cost of cleanup even if we were only partially responsible. Like any manufacturer, we are also subject to the possibility
that we may receive notices of potential liability in connection with materials that were sent to third-party recycling, treatment, or
disposal facilities under the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”),
and comparable state statutes, which impose liability for investigation and remediation of contamination without regard to fault or the
legality of the conduct that contributed to the contamination, and for damages to natural resources. Liability under CERCLA is retroactive,
and, under certain circumstances, liability for the entire cost of a cleanup can be imposed on any responsible party.
In
the event we are unable to present and operate our recycling process and operations as safe and environmentally responsible, we may face
opposition from local governments, residents or public interest groups to the installation and operation of our facilities.
RISKS
RELATED TO AN INVESTMENT IN OUR SECURITIES
The
relative lack of public company experience of our management team could adversely impact our ability to comply with the reporting requirements
of U.S. securities laws.
Our
management team lacks significant public company experience, which could impair our ability to comply with legal and regulatory requirements
such as those imposed by the Sarbanes-Oxley Act of 2002. Our senior management has little experience in managing a publicly traded company.
Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our senior management
may not be able to implement programs and policies in an effective and timely manner that adequately respond to such increased legal,
regulatory compliance and reporting requirements, including the establishing and maintaining of internal controls over financial reporting.
Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting
requirements of the Exchange Act, which is necessary to maintain our public company status. If we were to fail to fulfill those obligations,
our ability to continue as a U.S. public company would be in jeopardy, we could be subject to the imposition of fines and penalties and
our management would have to divert resources from attending to our business plan.
The
elimination of monetary liability against our directors, officers and employees under Nevada law and the existence of indemnification
rights for or obligations to our directors, officers and employees may result in substantial expenditures by us and may discourage lawsuits
against our directors, officers and employees.
Our
articles of incorporation (as amended, “Articles of Incorporation”) contain a provision permitting us to eliminate the personal
liability of our directors to us and our stockholders for damages for the breach of a fiduciary duty as a director or officer to the
extent provided by Nevada law. We may also have contractual indemnification obligations under any future employment agreements with our
officers. The foregoing indemnification obligations could result in us incurring substantial expenditures to cover the cost of settlement
or damage awards against directors and officers, which we may be unable to recoup. These provisions and the resulting costs may also
discourage us from bringing a lawsuit against directors and officers for breaches of their fiduciary duties, and may similarly discourage
the filing of derivative litigation by our stockholders against our directors and officers even though such actions, if successful, might
otherwise benefit us and our stockholders.
We
may issue additional shares of common stock or preferred stock in the future, which could cause significant dilution to all stockholders.
Our
Articles of Incorporation authorize the issuance of up to 81,666,667 shares, including 80,000,000 shares of common stock and 1,666,667
shares of preferred stock, each with a $0.001 par value per share. As of September 24, 2024, we had 73,308,338 shares of common stock
outstanding and 5 shares of Series D preferred stock outstanding; however, we may issue additional shares of common stock or preferred
stock in the future in connection with a financing or an acquisition. Such issuances may not require the approval of our stockholders.
In addition, certain of our outstanding rights to purchase additional shares of common stock or securities convertible into our common
stock are subject to some form of anti-dilution protection, which could result in the right to purchase significantly more shares of
common stock being issued or a reduction in the purchase price for any such shares or both. Any issuance of additional shares of our
common stock, or equity securities convertible into our common stock, including but not limited to, preferred stock, warrants and options,
will dilute the percentage ownership interest of all stockholders, may dilute the book value per share of our common stock, may negatively
impact the market price of our common stock, and may also negatively affect stockholders’ investments.
Anti-takeover
effects of certain provisions of Nevada state law hinder a potential takeover of us.
Certain
provisions of the Nevada Revised Statutes have anti-takeover effects and may inhibit a non-negotiated merger or other business combination.
These provisions are intended to encourage any person interested in acquiring us to negotiate with, and to obtain the approval of, our
board of directors (the “Board of Directors” or “Board”) in connection with such a transaction. However, certain
of these provisions may discourage a future acquisition of us, including an acquisition in which the stockholders might otherwise receive
a premium for their shares. As a result, stockholders who might desire to participate in such a transaction may not have the opportunity
to do so.
USE
OF PROCEEDS
We
may issue and sell shares of our common stock having aggregate sales proceeds of up to $50,000,000 from time to time under this prospectus
supplement and accompanying base prospectus and the Sales Agreement. The amount of proceeds from this offering will depend upon the number
of shares of our common stock sold and the market price at which they are sold. There can be no assurance that we will be able to sell
any shares under or fully utilize the Sales Agreement with the Sales Agent as a source of financing. Because there is no minimum offering
amount required as a condition to close this offering, the net proceeds to us, if any, are not determinable at this time.
We
intend to use the net proceeds, if any, from this offering for general corporate purposes and working capital. Our management will retain
broad discretion in the allocation and use of the net proceeds of this offering, and investors will be relying on the judgment of our
management with regard to the use of these net proceeds. The precise amount, use and timing of the application of such proceeds will
depend upon our funding requirements and the availability and cost of other capital.
Pending
our use of the net proceeds from this offering, we may invest the net proceeds of this offering in a variety of capital preservation
investments, including but not limited to short-term, investment grade, interest bearing instruments and U.S. government securities.
DIVIDEND
POLICY
We
have never declared or paid any cash dividends on our common stock. We currently intend to retain all available funds and any future
earnings to support our operations and finance the growth and development of our business. We do not intend to pay cash dividends on
our common stock for the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of
our Board of Directors.
The
current and future holders of our common stock are entitled to receive dividends pro rata based on the number of shares held, when and
if declared by our Board of Directors, from funds legally available for that purpose. Nevada Revised Statutes prohibits us from declaring
dividends where, after giving effect to the distribution of the dividend, we would not be able to pay our debts as they become due in
the ordinary course of business, or our total assets would be less than the sum of our total liabilities.
Our
Articles of Incorporation and Bylaws do not contain provisions restricting our ability to pay dividends of our common stock.
CAPITALIZATION
The
following table sets forth our consolidated cash and cash equivalents and capitalization as of June 30, 2024. Such information is set
forth on the following basis:
| |
● |
on
an actual basis; and |
| |
|
|
| |
●
|
on
an unaudited, as adjusted basis to reflect the issuance and sale by us of 57,471,264 shares of our common stock in this offering
at an assumed average sales price of $0.87 per share (which was the closing price of our common stock on Nasdaq on September 24,
2024), after deducting, in each case, commissions and estimated offering expenses, payable by us, of approximately 2%. |
You
should read this information together with the section titled “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024, which are incorporated by
reference in this prospectus supplement and the accompanying base prospectus, and our consolidated financial statements and related notes
incorporated by reference in this prospectus supplement and the accompanying base prospectus.
| | |
As of June 30, 2024 | |
| | |
Actual | | |
As adjusted | |
| | |
| | |
| |
| Cash and cash equivalents | |
$ | 7,001,786 | | |
$ | 56,251,786 | |
| | |
| | | |
| | |
| Total liabilities | |
| 16,207,492 | | |
| 16,207,492 | |
| Stockholders’ equity: | |
| | | |
| | |
| Preferred stock: 1,666,667 shares of Preferred Stock authorized, of which the Company has designated 33,334 shares as Series A Preferred Stock with a par value of $0.001 per share, nil shares of Series A Preferred Stock issued and outstanding; 133,334 shares as Series B Preferred Stock with a par value of $10.00 per share, nil shares of Series B Preferred Stock issued and outstanding; and 66,667 shares as Series C Preferred Stock with a par value of $10.00 per share, and nil shares of Series C Preferred Stock issued and outstanding | |
| - | | |
| - | |
| Common stock, par value $0.001 per share; 80,000,000 shares authorized; 64,061,763 shares outstanding actual; 121,533,027 shares outstanding as adjusted | |
| 64,059 | | |
| 121,530 | |
| Additional paid-in capital | |
| 275,589,383 | | |
| 323,924,442 | |
| Common stock issuable | |
| (857,470 | ) | |
| (857,470 | ) |
| Accumulated deficit | |
| (213,328,332 | ) | |
| (213,328,332 | ) |
| Total stockholders’ equity | |
$ | 61,467,640 | | |
$ | 109,860,170 | |
The
above table and discussion excludes, as of June 30, 2024, approximately 769,342 shares of common stock issuable upon the exercise of
convertible notes, 6,928,758 shares of our common stock issuable upon the exercise of outstanding warrants, with a weighted average exercise
price of $12.95 per share, and 3,428,604 shares of common stock issuable upon the vesting of outstanding restricted stock units.
Our
Articles of Incorporation authorize the issuance of up to 81,666,667 shares, including 80,000,000 shares of common stock and 1,666,667
shares of preferred stock, each with a $0.001 par value per share. We are not permitted to issue and sell a number of shares under this
offering that would cause us to issue and sell more shares than we have authorized under our Articles of Incorporation.
PLAN
OF DISTRIBUTION
We
entered into the Sales Agreement with the Sales Agent under which we may issue and sell from time to time up to $50,000,000 of our common
stock through or to the Sales Agent as sales agent or principal. This summary of the material provisions of the Sales Agreement does
not purport to be a complete statement of its terms and conditions. The Sales Agreement was filed as an exhibit to a Current Report on
Form 8-K dated April 3, 2024 and is incorporated herein by reference.
Upon
delivery of a placement notice, the Sales Agent may offer the common stock subject to the terms and conditions of the Sales Agreement
on a daily basis or as otherwise agreed upon by us and the Sales Agent. We will designate the maximum amount of common stock to be sold
through the Sales Agent on a daily basis or otherwise determine such maximum amount together with the Sales Agent. Subject to the terms
and conditions of the Sales Agreement, the Sales Agent will use its commercially reasonable efforts to sell on our behalf all of the
shares of common stock requested to be sold by us. We may instruct the Sales Agent not to sell common stock if the sales cannot be effected
at or above the price designated by us in any such instruction. We or the Sales Agent may suspend the offering of the common stock being
made through the Sales Agent under the Sales Agreement upon proper notice to the other party and subject to other conditions.
We
will pay the Sales Agent a commission, in cash, for its services in acting as agent in the sale of our common stock. The aggregate compensation
payable to the Sales Agent will be equal to up to 3.0% of the gross sales price per share of all shares sold through the Sales Agent
under the Sales Agreement. We also have agreed to reimburse the Sales Agent up to a maximum of $60,000 for its costs and expenses relating
to the Sales Agreement, including legal expenses. Because there is no minimum offering amount required as a condition to close this offering,
the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. The total expenses
of the offering payable by us, excluding commissions payable to the Sales Agent under the Sales Agreement, is up to $60,000.
Unless
the parties agree otherwise, settlement for sales of common stock will occur on the second business day following the date on which any
sales are made, or on some other date that is agreed upon by us and the Sales Agent in connection with a particular transaction, in return
for payment of the net proceeds to us. Sales of our common stock as contemplated in this prospectus supplement will be settled through
the facilities of The Depository Trust Company or by such other means as we and the Sales Agent may agree upon. There is no arrangement
for funds to be received in an escrow, trust or similar arrangement.
The
Sales Agent is not required to sell any specific amount of securities, but will act as our sales agent using its commercially reasonable
efforts, consistent with its sales and trading practices under the terms and subject to the conditions set forth in the Sales Agreement,
to sell our common stock. In connection with the sales of our common stock on our behalf, the Sales Agent will be deemed to be an “underwriter”
within the meaning of the Securities Act, and the compensation to them will be deemed to be underwriting commissions or discounts. We
have also agreed in the Sales Agreement to provide indemnification and contribution to the Sales Agent with respect to certain liabilities,
including liabilities under the Securities Act.
This
offering of our common stock pursuant to the Sales Agreement will terminate automatically upon the sale of all shares of our common stock
subject to the Sales Agreement and this prospectus supplement or as otherwise permitted therein. We and the Sales Agent may each terminate
the Sales Agreement at any time upon ten days’ prior written notice.
Our
common stock is listed on The Nasdaq Stock Market LLC under the trading symbol “ABAT.” The transfer agent for our common
stock is Securities Transfer Corporation at 2901 N. Dallas Parkway, Suite 380, Plano, TX 75093. The transfer agent’s telephone
number is (469) 633-0101.
We
will report at least quarterly the number of shares of common stock sold through the Sales Agent under the Sales Agreement, the net proceeds
to us and the compensation paid by us to the Sales Agent in connection with the sales of shares of common stock during the relevant period.
This
prospectus supplement and the accompanying base prospectus in electronic format may be made available on a website maintained by the
Sales Agent, and the Sales Agent may distribute this prospectus supplement and the accompanying base prospectus electronically.
Other
Relationships
The
Sales Agent and its affiliates may in the future provide various investment banking, commercial banking and other financial services
for us and our affiliates, for which services they may in the future receive customary fees. To the extent required by Regulation M,
the Sales Agent will not engage in any market making activities involving our common stock while the offering is ongoing under this prospectus
supplement.
Foreign
Regulatory Restrictions on Purchase of Securities Offered Hereby Generally
No
action has been or will be taken in any jurisdiction (except in the United States) that would permit a public offering of the securities
offered by this prospectus supplement and accompanying base prospectus, or the possession, circulation or distribution of this prospectus
supplement and accompanying base prospectus or any other material relating to us or the securities offered hereby in any jurisdiction
where action for that purpose is required. Accordingly, the securities offered hereby may not be offered or sold, directly or indirectly,
and neither of this prospectus supplement and accompanying base prospectus nor any other offering material or advertisements in connection
with the securities offered hereby may be distributed or published, in or from any jurisdiction or jurisdiction except in compliance
with any applicable laws, rules and regulations of any such country or jurisdiction.
LEGAL
MATTERS
The
validity of the shares of common stock offered by this prospectus supplement will be passed on for us by Holland & Hart LLP, Denver,
Colorado. Certain legal matters in connection with this offering will be passed on for the Sales Agent by Duane Morris LLP, New York,
New York.
EXPERTS
The
consolidated financial statements of American Battery Technology Company for the fiscal years ended June 30, 2024 and 2023, appearing
in American Battery Technology Company’s Annual Report on Form 10-K for the year ended June 30, 2024, have been audited by KPMG
LLP for the fiscal year ended June 30, 2024 and by Marcum LLP for the year ended June 30, 2023, as set forth in their reports thereon,
included therein, and incorporated herein by reference. Such financial statements are incorporated herein by reference in reliance upon
such report given on the authority of such firm as experts in accounting and auditing.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, we have been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
WHERE
YOU CAN FIND MORE INFORMATION
We
are subject to the informational requirements of the Exchange Act, and in accordance with those requirements, we file Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other information with the SEC. The SEC maintains an Internet
website that contains reports, proxy and information statements and other information regarding issuers that file electronically with
the SEC. Our SEC filings are available on the SEC’s website at www.sec.gov. Unless specifically listed or described under
“Incorporation by Reference,” the information contained on the SEC website is not intended to be incorporated by reference
in this prospectus supplement and you should not consider that information a part of this prospectus supplement.
We
have filed with the SEC a registration statement on Form S-3, of which this prospectus supplement is a part, with respect to the common
stock that we will offer. This prospectus supplement and the accompanying base prospectus do not contain all the information contained
in the registration statement, including its exhibits and schedules. You should refer to the registration statement, including the exhibits
and schedules, for further information about us and the common stock we may offer. Statements we make in this prospectus supplement and
the accompanying base prospectus about certain contracts or other documents are not necessarily complete. When we make such statements,
we refer you to the copies of the contracts or documents that are filed as exhibits to the registration statement, because those statements
are qualified in all respects by reference to those exhibits. The registration statement, including exhibits and schedules, is on file
at the office of the SEC and may be inspected without charge at the SEC’s website.
We
will also provide to you, at no cost, a copy of any document incorporated by reference in this prospectus supplement and any exhibits
specifically incorporated by reference in those documents. You may request a copy of any document incorporated by reference into this
prospectus supplement (including exhibits to those documents specifically incorporated by reference in this document), by contacting
us at the following address or telephone number:
American
Battery Technology Company
100
Washington Street, Suite 100
Reno,
Nevada 89503
Tel:
(775) 473-4744
Our
SEC filings also are available on our website at americanbatterytechnology.com. Except for the documents specifically incorporated
by reference into this prospectus supplement, our website and information contained or accessed through our website do not constitute
a part of this prospectus supplement. We have included our website address only as inactive text and do not intend it to be an active
link to our website.
INCORPORATION
BY REFERENCE
The
SEC’s rules allow us to “incorporate by reference” information into this prospectus supplement, which means that we
can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated
by reference is deemed to be part of this prospectus supplement, and subsequent information that we file with the SEC will automatically
update and supersede that information. Any statement contained in this prospectus supplement, the base prospectus, or a previously filed
document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent
that a statement contained in this prospectus supplement or a subsequently filed document incorporated by reference modifies or replaces
that statement.
We
incorporate by reference the following documents in this prospectus supplement, which you should review in connection with this prospectus
supplement, as well as each of the documents that we file with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act,
between the date of this prospectus supplement and the termination of the offering of the securities described in this prospectus supplement.
We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the
future, that are not deemed “filed” with the SEC, including any information furnished pursuant to Item 2.02 or 7.01 of Form
8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K.
This
prospectus supplement and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously
been filed with the SEC:
| |
●
|
Our
Annual Report on Form 10-K for the annual period ended June 30, 2024, filed with the SEC on September 23, 2024; |
| |
|
|
| |
● |
Our
Current Reports on Form 8-K filed on the following dates: July 10, 2024, August 26, 2024, and September 20, 2024; and |
| |
|
|
| |
● |
The
description of our capital stock in our Form 8-A filed with the SEC on October 17, 2013, and any amendment or report filed with the SEC
for the purpose of updating the description. |
You
may request a copy of any of the documents incorporated by reference in this prospectus supplement, at no cost to you, by writing or
telephoning us at the following address:
American
Battery Technology Company
100
Washington Street, Suite 100
Reno,
Nevada 89503
Tel:
(775) 473-4744
Exhibits
to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus supplement
or any accompanying prospectus supplement.
PROSPECTUS
$150,000,000
AMERICAN
BATTERY TECHNOLOGY COMPANY
Common
Stock
Preferred
Stock
Warrants
Units
This
registration statement on Form S-3 is being filed to replace the registration statement on Form S-3 that became effective on March 15,
2021 (the “Prior Registration Statement”), which registered an aggregate amount of $250,000,000 of common stock, preferred
stock, warrants and units to be offered by the registrant from time to time. Due to the pending expiration of the Prior Registration
Statement, the Company is filing this registration statement and Prospectus to continue its ready access to the market to engage in offerings
of securities as it determines from time to time.
We
may from time to time offer up to $150,000,000 of the securities listed above in one or more offerings in amounts, at prices and
on terms determined at the time of such offering or offerings. When we use the term “securities” in this prospectus, we mean
any of the securities we may offer with this prospectus, unless we say otherwise.
This
prospectus provides you with a general description of the securities and the general manner in which such securities may be offered.
The specific terms of any securities to be offered, and the specific manner in which they may be offered, will be described in a supplement
to this prospectus or incorporated into this prospectus by reference. You should read this prospectus and any supplement carefully before
you invest. Each prospectus supplement will indicate if the securities offered thereby will be listed or quoted on a securities exchange
or quotation system.
We
may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters,
dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are
involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement
between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement.
See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information.
No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms
of the offering of such securities.
INVESTING
IN OUR SECURITIES INVOLVES RISKS. WE STRONGLY RECOMMEND THAT YOU READ CAREFULLY THE RISKS WE DESCRIBE IN THIS PROSPECTUS AND IN ANY ACCOMPANYING
PROSPECTUS SUPPLEMENT, AS WELL AS THE RISK FACTORS THAT ARE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS FROM OUR FILINGS MADE WITH
THE SECURITIES AND EXCHANGE COMMISSION. SEE “RISK FACTORS” ON PAGE 6 OF THIS PROSPECTUS.
Our
common stock, par value $0.001 per share (“Common Stock”), is listed on The Nasdaq Stock Market LLC (“Nasdaq”)
under the symbol “ABAT”. The trading price of our Common Stock has historically been highly volatile and could continue to
be subject to wide fluctuations in response to various factors. On December 26, 2023 the last reported sale price of our Common Stock
on Nasdaq was $4.99 per share. During the first fiscal quarter ended September 30, 2023, the market price of our Common Stock fluctuated
from a high of $13.78 per share to a low of $7.53 per share, and our stock price continues to fluctuate. During the 12 months prior to
the date of this prospectus, our Common Stock has traded at a low of $3.33 and a high of $21.75. From October 1, 2023 through the date
hereof, our Common Stock has traded at a low of $3.33 and a high of $8.84 per share. Such high trading price volatility of our Common
Stock could adversely affect your ability to sell your shares of our Common Stock or, if you are able to sell your shares, to sell your
shares at a price that you determine to be fair or favorable. We believe that our recent stock price volatility and stock trading volume
fluctuations have been unrelated or disproportionate to any existing changes to our financial conditions or results of operations during
the most recent completed fiscal quarter and the comparative period in 2022.
You
should carefully read this prospectus, any applicable prospectus supplement and the information described under the headings “Where
You Can Find More Information” and “Incorporation by Reference” before you invest in any of these securities. This
prospectus may not be used to sell securities in a primary offering by us unless it is accompanied by a prospectus supplement that describes
the securities being offered.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved the securities we may be offering
or determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is June 12, 2024.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a “shelf”
registration process. By using a shelf registration statement, we may sell securities from time to time and in one or more offerings
up to a total dollar amount of $150,000,000 as described in this prospectus. Each time that we offer and sell securities, we will
provide a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and
the specific terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain
material information relating to these offerings. The prospectus supplement or free writing prospectus may also add, update or change
information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this
prospectus and the applicable prospectus supplement or free writing prospectus, you should rely on the prospectus supplement or free
writing prospectus, as applicable. Before purchasing any securities, you should carefully read both this prospectus and the applicable
prospectus supplement (and any applicable free writing prospectuses), together with the additional information described under the headings
“Where You Can Find More Information” and “Incorporation by Reference.”
We
have not authorized any other person to provide you with any information or to make any representations other than those contained in
this prospectus, any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we
have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others
may give you. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should
assume that the information appearing in this prospectus and the applicable prospectus supplement to this prospectus is accurate only
as of the date on its respective cover, that the information appearing in any applicable free writing prospectus is accurate only as
of the date of that free writing prospectus, and that any information incorporated by reference is accurate only as of the date of the
document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects
may have changed since those dates. This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus
may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications
and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness
of this information and we have not independently verified this information. In addition, the market and industry data and forecasts
that may be included or incorporated by reference in this prospectus, any prospectus supplement or any applicable free writing prospectus
may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those
discussed under the heading “Risk Factors” contained in this prospectus, the applicable prospectus supplement and any applicable
free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly,
investors should not place undue reliance on this information.
When
we refer to “American Battery Technology Company,” “ABAT,” “we,” “our,” “us”
and the “Company” in this prospectus, we mean American Battery Technology Company and its consolidated subsidiaries, unless
otherwise specified. When we refer to “you,” we mean the potential holders of the applicable series of securities.
INCORPORATION
BY REFERENCE
The
SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose
important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference
is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede
that information. Any statement contained in this prospectus or a previously filed document incorporated by reference will be deemed
to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or a subsequently
filed document incorporated by reference modifies or replaces that statement.
We
incorporate by reference the following documents in this prospectus, which you should review in connection with this prospectus, as well
as each of the documents that we file with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, including all such
documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration
statement, and between the date of this prospectus and the termination of the offering of the securities described in this prospectus.
We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the
future, that are not deemed “filed” with the SEC, including any information furnished pursuant to Item 2.02 or 7.01 of Form
8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K.
This
prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been
filed with the SEC:
| ● |
Our
Annual Report on Form 10-K for the annual period ended June 30, 2023, filed with the SEC on September 28, 2023; |
| |
|
| ● |
Our
Quarterly Reports on Form
10-Q for the quarterly periods ended: (i) September 30, 2023, filed with the SEC on November 14, 2023, as amended on Form
10-Q/A filed with the SEC on November 15, 2023; (ii) December 31, 2023, filed with the SEC on February 14, 2024; and (iii)
March 31, 2024, filed with the SEC on May 15, 2024; |
| |
|
| ● |
Our
Current Reports on Form 8-K filed on the following dates: September
28, 2023; November
22, 2023; December
4, 2023; December
13, 2023; December
21, 2023 (as amended by Form 8-K/A filed on December
22, 2023); December
22, 2023; January
8, 2024; January
22, 2024; March
18, 2024; March
29, 2024; April
3, 2024; April
4, 2024; and April
25, 2024; and |
| |
|
| ● |
The
description of our capital stock in our Form 8-A filed with the SEC on October 17, 2013, and any amendment or report filed with the
SEC for the purpose of updating the description. |
You
may request a copy of any of the documents incorporated by reference in this prospectus, at no cost to you, by writing or telephoning
us at the following address:
American
Battery Technology Company
100
Washington Street, Suite 100
Reno,
Nevada 89503
Tel:
(775) 473-4744
Exhibits
to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus or
any accompanying prospectus supplement.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains, in addition to historical information, certain forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. These statements involve known and unknown risks, uncertainties and other factors
which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements
expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,”
“believes,” “seeks,” “could,” “estimates,” “expects,” “intends,”
“may,” “plans,” “potential,” “predicts,” “projects,” “should,”
“would,” and similar expressions intended to identify forward-looking statements. Accordingly, these statements involve estimates,
assumptions and uncertainties that could cause actual results to differ materially from those expressed in them. Forward-looking statements
reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these
uncertainties, you should not place undue reliance on these forward-looking statements. Such statements may include, but are not limited
to, information related to: anticipated operating results; relationships with our customers; consumer demand; financial resources and
condition; changes in revenues; changes in profitability; changes in accounting treatment; cost of sales; selling, general and administrative
expenses; interest expense; the ability to produce the liquidity or enter into agreements to acquire the capital necessary to continue
our operations and take advantage of opportunities; and legal proceedings and claims.
You
should read this prospectus and the documents we have filed as exhibits to the registration statement, of which this prospectus is part,
completely and with the understanding that our actual future results may be materially different from our expectations. You should not
assume that the information contained in this prospectus or any prospectus supplement is accurate as of any date other than the date
on the front cover of such documents.
THE
COMPANY
This
summary description about us and our business highlights selected information contained elsewhere in this prospectus supplement or the
accompanying prospectus, or incorporated by reference in this prospectus supplement or the accompanying prospectus. This summary does
not contain all of the information that you should consider before buying securities in this offering. You should carefully read this
entire prospectus supplement and the accompanying prospectus, including each of the documents incorporated herein or therein by reference,
before making an investment decision.
Overview
American
Battery Technology Company is a new entrant in the lithium–ion battery industry that is working to increase the domestic U.S. production
of battery materials, such as lithium, nickel, cobalt, and manganese through its exploration of new primary resources of battery metals,
development and commercialization of new technologies for the extraction of these battery metals from primary resources, and commercialization
of an internally developed integrated process for the recycling of lithium–ion batteries. Through this three–pronged approach
the Company is working to both increase the domestic production of these battery materials, and to ensure spent batteries have their
elemental battery metals returned to the domestic manufacturing supply chain in an economical, environmentally-conscious, closed–loop
fashion.
To
implement this business strategy, the Company is currently commissioning and operating its first integrated lithium–ion battery
recycling facility, which takes in waste and end–of–life battery materials from the electric vehicle, stationary storage,
and consumer electronics industries. The retrofitting, commissioning, and operation of this facility are of the highest priority to the
Company, and as such it has significantly increased the resources devoted to its execution including the further internal hiring of technical
staff, expansion of laboratory facilities, and purchasing of equipment. The Company has been awarded a competitively bid grant from the
U.S. Advanced Battery Consortium to support a $2 million project to accelerate the development and demonstration of this pre–commercial
scale integrated lithium–ion battery recycling facility, and the Company has been awarded an additional grant to support a $20
million project under the Bipartisan Infrastructure Law to validate, test, and deploy three disruptive advanced separation and processing
technologies.
Additionally,
the Company is accelerating the demonstration and commercialization of its internally developed low–cost and low–environmental
impact processing train for the manufacturing of battery grade lithium hydroxide from Nevada–based sedimentary claystone resources.
The Company has been awarded a grant cooperative agreement from the U.S. Department of Energy’s Advanced Manufacturing and Materials
Technologies Office through the Critical Materials Innovation program to support a $4.5 million project for the construction and operation
of a multi–ton per day integrated continuous demonstration system to support the scale–up and commercialization of these
technologies. The Company has been awarded an additional grant award under the Bipartisan Infrastructure Law to support a $115 million
project to design, construct, and commission the first phase of a first-of-kind commercial manufacturing facility to produce battery-grade
lithium hydroxide from this resource.
The
Company’s corporate headquarters are in Reno, Nevada, USA and its exploration office is located in Tonopah, Nevada, USA. It is
also constructing a pilot plant for recycling lithium-ion batteries in Fernley, Nevada, USA, and completing a build-out of a commercial
lithium-ion battery recycling facility in the Tahoe-Reno Industrial Center in Nevada, USA.
Background
The
Company was incorporated as Oroplata Resources, Inc. under the laws of the State of Nevada on October 6, 2011, for the purpose of acquiring
rights to mineral properties with the eventual objective of being a producing mineral company. On August 8, 2016, the Company formed
Lithortech Resources Inc. as a wholly owned subsidiary of the Company to serve as its operating subsidiary for lithium resource exploration
and development. On June 29, 2018, the Company changed the name of Lithortech Resources to LithiumOre Corp. (“LithiumOre”);
on May 3, 2019, the Company changed its name to American Battery Metals Corporation; and on August 12, 2021, the Company changed its
name to American Battery Technology Company, which better aligns with the Company’s current business activities and future objectives.
The Company has limited operating history and has not yet generated or realized revenues from its primary business activities.
Smaller
Reporting Company
We
are a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act. We may take advantage of certain
of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for
so long as the market value of our Common Stock held by non-affiliates is less than $250.0 million measured on the last business day
of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and the
market value of our Common Stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal
quarter. For example, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial
statements in our Annual Report on Form 10-K and we have reduced disclosure obligations regarding executive compensation.
Recent
Events
On
September 11, 2023, the Company effected a one-for-fifteen (1:15) reverse stock split of the Company’s authorized, issued and outstanding
shares of Common Stock, and the authorized shares of preferred stock, $0.001 par value per share (“Preferred Stock”). Except
as otherwise indicated, all information in this prospectus supplement gives effect to the reverse stock split. However, certain of the
documents incorporated by reference herein dated prior to September 11, 2023, have not been adjusted to give effect to the reverse stock
split.
Corporate
Information
Our
mailing address and telephone number of our principal executive offices are:
American
Battery Technology Company
100
Washington Street, Suite 100
Reno,
Nevada 89503
Tel:
(775) 473-4744
RISK
FACTORS
In
addition to other information contained in this prospectus supplement and in the accompanying base prospectus, before investing in our
securities, you should carefully consider the risks described under the heading “Risk Factors” in our most recent Annual
Report on Form 10-K and Quarterly Report on Form 10-Q and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K
and in any other documents incorporated by reference into this prospectus, as updated by our future filings. These risks are not the
only ones faced by us. Additional risks not known or that are deemed immaterial could also materially and adversely affect our financial
condition, results of operations, our products, business and prospects. Any of these risks might cause you to lose all or a part of your
investment. See also “Cautionary Note Regarding Forward-Looking Statements.”
RISKS
RELATING TO OUR COMPANY
Since
we have a limited operating history and have not had product sales yet, it is difficult for potential investors to evaluate our business.
The
Company is commissioning a recycling plant but has no product sales to date. Our operations have consisted of the prior exploratory activities,
development and limited testing of our recycling process and the development of our business plan. Our limited operating history makes
it difficult for potential investors to evaluate our technology or prospective operations. As an early-stage company, we are subject
to all the risks inherent in the initial organization, financing, expenditures, complications and delays in a new business. Investors
should evaluate an investment in us in light of the uncertainties encountered by developing companies in a competitive environment. There
can be no assurance that our efforts will be successful or that we will ultimately be able to attain profitability.
We
may need additional financing, which additional financing may not be available on reasonable terms or at all.
We
believe that we will require significant working capital in the near term in order to fund our current operations. We will likely need
to raise capital over the next 12 months to satisfy such requirements, the receipt of which cannot be assured. We will also require additional
capital in order to fully develop our recycling facilities. We intend to seek additional funds through various financing sources, including
the private sale of our equity and debt securities, joint ventures with capital partners and project financing of our recycling facilities.
However, there can be no guarantees that such funds will be available on commercially reasonable terms, if at all. If such financing
is not available on satisfactory terms, we may be unable to further pursue our business plan and we may be unable to continue operations,
in which case you may lose your entire investment.
We
must effectively manage the growth of our operations, or our company will suffer.
Our
ability to successfully implement our business plan requires an effective planning and management process. If funding is available, we
may elect to increase the scope of our operations and acquire complementary businesses. Implementing our business plan will require significant
additional funding and resources. If we grow our operations, we will need to hire additional employees and make significant capital investments.
If we grow our operations, it will place a significant strain on our existing management and resources. Additionally, we will need to
improve our financial and managerial controls and reporting systems and procedures, and we will need to expand, train and manage our
workforce. Any failure to manage any of the foregoing areas efficiently and effectively would cause our business to suffer.
We
may be unable to maintain an effective system of internal control over financial reporting, and as a result we may be unable to accurately
report our financial results.
Our
reporting obligations as a public company place a significant strain on our management, operational and financial resources and systems.
We do not currently have effective internal controls. If we fail to maintain an effective system of internal control over financial reporting,
we could experience delays or inaccuracies in our reporting of financial information, or non-compliance with the Commission, reporting
and other regulatory requirements. This could subject us to regulatory scrutiny and result in a loss of public confidence in our management,
which could, among other things, cause our stock price to drop.
We
have been and expect to be significantly dependent on consulting agreements for the development of our battery recycling facilities,
which exposes us to the risk of reliance on the performance of third parties.
In
developing our battery recycling technology, we rely to some extent on consulting agreements with third parties as the Company does not
have the resources to employ all the necessary staff required for such activities. The failure to obtain and maintain such consulting
agreements would substantially disrupt or delay our battery recycling activities. Any such loss would likely increase our expenses and
materially harm our business, financial condition and results of operation.
If
we are not successful in attracting and retaining highly qualified personnel, we may not be able to successfully implement our business
strategy. In addition, the loss of the services of certain key employees would adversely impact our business prospects.
If
we are not successful in attracting and retaining highly qualified personnel, we may not be able to successfully implement our business
strategy. In addition, the loss of the services of certain key employees, including our Chief Executive Officer and our Chief Technology
Officer, would adversely impact our business prospects. Our ability to compete in the highly competitive battery recycling technology
business depends in large part upon our ability to attract highly qualified managerial, scientific, and engineering personnel. In order
to induce valuable employees to remain with us, we intend to provide employees with stock grants that vest over time. The value to employees
of stock grants that vest over time will be significantly affected by movements in our stock price that we will not be able to control
and may at any time be insufficient to counteract more lucrative offers from other companies. Other technology companies with which we
compete for qualified personnel have greater financial and other resources, different risk profiles, and a longer history in the industry
than we do. They also may provide more diverse opportunities and better chances for career advancement. Some of these characteristics
may be more appealing to high-quality candidates than what we have to offer. If we are unable to continue to attract and retain high-quality
personnel, the rate and success at which we can develop and commercialize products would be limited.
RISKS
RELATING TO OUR BUSINESS AND INDUSTRY
Battery
recycling is a highly competitive and speculative business and we may not be successful in seeking available opportunities.
The
process of battery recycling is a highly competitive and speculative business. In seeking available opportunities, we will compete with
a number of other companies, including established, multi-national companies that have more experience and resources than we do. There
also may be other small companies that are developing similar processes and are farther along than the Company. Because we may not have
the financial and managerial resources to compete with other companies, we may not be successful in our efforts to develop technology
which is commercially viable.
Our
new business model has not been proven by us or anyone else.
We
intend to engage in the business of lithium recycling through a proprietary recycling technology. While the production of lithium-ion
recycling is an established business, to date most lithium-ion recycling has been produced by way of performing bulk high temperature
calcinations or bulk acid dissolutions. We have developed a highly strategic recycling processing train that does not employ any high
temperature operations or any bulk chemical treatments of the full battery. We have tested our recycling process on a small scale and
to a limited degree; however, there can be no assurance that we will be able to produce battery metals in commercial quantities at a
cost of production that will provide us with an adequate profit margin. The uniqueness of our process presents potential risks associated
with the development of a business model that is untried and unproven.
While
the testing of our recycling process has been successful to date, there can be no assurance that we will be able to replicate the process,
along with all of the expected economic advantages, on a large commercial scale.
As
of the date of this prospectus, we have built and operated our recycling process on a very small scale. While we believe that our development
and testing to date has proven the concept of our recycling process, we have not undertaken the build-out or operation of a large-scale
facility capable of recycling large commercial quantities. There can be no assurance that as we commence large scale manufacturing or
operations that we will not incur unexpected costs or hurdles that might restrict the desired scale of our intended operations or negatively
impact our projected gross profit margin.
Our
intellectual property rights may not be adequate to protect our business.
We
currently do not hold any patents for our products. Although we expect to file applications related to our technology, no assurances
can be given that any patent will be issued on such patent applications or that, if such patents are issued, they will be sufficiently
broad to adequately protect our technology. In addition, we cannot assure you that any patents that may be issued to us will not be challenged,
invalidated, or circumvented. Even if we are issued patents, they may not stop a competitor from illegally using our patented processes
and materials. In such event, we would incur substantial costs and expenses, including lost time of management in addressing and litigating,
if necessary, such matters. Additionally, we rely upon a combination of trade secret laws and nondisclosure agreements with third parties
and employees having access to confidential information or receiving unpatented proprietary know-how, trade secrets and technology to
protect our proprietary rights and technology. These laws and agreements provide only limited protection. We can give no assurance that
these measures will adequately protect us from misappropriation of proprietary information.
Our
processes may infringe on the intellectual property rights of others, which could lead to costly disputes or disruptions.
The
applied science industry is characterized by frequent allegations of intellectual property infringement. Though we do not expect to be
subject to any of these allegations, any allegation of infringement could be time consuming and expensive to defend or resolve, result
in substantial diversion of management resources, cause suspension of operations or force us to enter into royalty, license, or other
agreements rather than dispute the merits of such allegation. If patent holders or other holders of intellectual property initiate legal
proceedings, we may be forced into protracted and costly litigation. We may not be successful in defending such litigation and may not
be able to procure any required royalty or license agreements on acceptable terms or at all.
Our
business strategy includes entering into joint ventures and strategic alliances. Failure to successfully integrate such joint ventures
or strategic alliances into our operations could adversely affect our business.
We
propose to commercially exploit our recycling process, in part, by entering into joint ventures and strategic relationships with parties
involved in the manufacture and recycling of lithium-ion products. Joint ventures and strategic alliances may involve significant other
risks and uncertainties, including distraction of management’s attention away from normal business operations, insufficient revenue
generation to offset liabilities assumed and expenses associated with the transaction, and unidentified issues not discovered in our
due diligence process, such as product quality, technology issues and legal contingencies. In addition, we may be unable to effectively
integrate any such programs and ventures into our operations. Our operating results could be adversely affected by any problems arising
during or from any joint ventures or strategic alliances.
If
we are unable to manage future expansion effectively, our business, operations and financial condition may suffer significantly, resulting
in decreased productivity.
If
our recycling process proves to be commercially valuable, it is likely that we will experience a rapid growth phase that could place
a significant strain on our managerial, administrative, technical, operational and financial resources. Our organization, procedures
and management may not be adequate to fully support the expansion of our operations or the efficient execution of our business strategy.
If we are unable to manage future expansion effectively, our business, operations and financial condition may suffer significantly, resulting
in decreased productivity.
The
global economic conditions could negatively affect our prospects for growth and operating results.
Our
prospects for growth and operating results will be directly affected by the general global economic conditions of the industries in which
our suppliers, partners and customer groups operate. We believe that the market price of our principal product, recycled lithium- ion,
is relatively volatile and reacts to general global economic conditions. A decline in the price of lithium-ion resulting from over supply
or a global economic slowdown and the other global economic conditions could negatively affect our business. There can be no assurance
that global economic conditions will not, at times, negatively impact our liquidity, growth prospects and results of operations.
Government
regulation and environmental, health and safety concerns may adversely affect our business.
Our
operations in the United States will be subject to the Federal, State and local environmental, health and safety laws applicable to the
reclamation of lithium-ion batteries. Depending on how any particular operation is structured, our facilities will probably have to obtain
environmental permits or approvals to operate, including those associated with air emissions, water discharges, and waste management
and storage. We may face opposition from local residents or public interest groups to the installation and operation of our facilities.
Failure to secure (or significant delays in securing) the necessary approvals could prevent us from pursuing some of our planned operations
and adversely affect our business, financial results and growth prospects. In addition to permitting requirements, our operations are
subject to environmental health, safety and transportation laws and regulations that govern the management of and exposure to hazardous
materials such as the heavy metals and acids involved in battery reclamation. These include hazard communication and other occupational
safety requirements for employees, which may mandate industrial hygiene monitoring of employees for potential exposure to hazardous materials.
Failure to comply with these requirements could subject our business to significant penalties (civil or criminal) and other sanctions
that could adversely affect our business.
The
nature of our operations involves risks, including the potential for exposure to hazardous materials such as heavy metals, that could
result in personal injury and property damage claims from third parties, including employees and neighbors, which claims could result
in significant costs or other environmental liability. Our operations also pose a risk of releases of hazardous substances, such as heavy
metals or acids, into the environment, which can result in liabilities for the removal or remediation of such hazardous substances from
the properties at which they have been released, liabilities which can be imposed regardless of fault, and our business could be held
liable for the entire cost of cleanup even if we were only partially responsible. Like any manufacturer, we are also subject to the possibility
that we may receive notices of potential liability in connection with materials that were sent to third-party recycling, treatment, or
disposal facilities under the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”),
and comparable state statutes, which impose liability for investigation and remediation of contamination without regard to fault or the
legality of the conduct that contributed to the contamination, and for damages to natural resources. Liability under CERCLA is retroactive,
and, under certain circumstances, liability for the entire cost of a cleanup can be imposed on any responsible party.
In
the event we are unable to present and operate our recycling process and operations as safe and environmentally responsible, we may face
opposition from local governments, residents or public interest groups to the installation and operation of our facilities.
RISKS
RELATED TO AN INVESTMENT IN OUR SECURITIES
We
expect to experience volatility in the price of our Common Stock, which could negatively affect stockholders’ investments.
The
trading price of our Common Stock has been highly volatile and could continue to be subject to wide fluctuations in response to various
factors, some of which are beyond our control. On December 26, 2023 the last reported sale price of our Common Stock on Nasdaq was $4.99
per share. During the first fiscal quarter ended September 30, 2023, the market price of our Common Stock fluctuated from a high of $13.78
per share to a low of $7.53 per share, and our stock price continues to fluctuate. During the 12 months prior to the date of this prospectus,
our Common Stock has traded at a low of $3.33 and a high of $21.75. From October 1, 2023 through the date hereof, our Common Stock has
traded at a low of $3.33 and a high of $8.84 per share. We believe that our recent stock price volatility and stock trading volume fluctuations
have been unrelated or disproportionate to any existing changes to our financial conditions or results of operations during the most
recent completed fiscal quarter and the comparative period in 2022. Investors of our Common Stock may experience rapid and substantial
decreases in our stock price, including decreases unrelated to our operating performance or business prospects.
The
stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the
operating performance of companies with securities traded in those markets. Broad market and industry factors may seriously affect the
market price of companies’ stock, including ours, regardless of actual operating performance. All of these factors could adversely
affect your ability to sell your shares of Common Stock or, if you are able to sell your shares, to sell your shares at a price that
you determine to be fair or favorable.
The
relative lack of public company experience of our management team could adversely impact our ability to comply with the reporting requirements
of U.S. securities laws.
Our
management team lacks significant public company experience, which could impair our ability to comply with legal and regulatory requirements
such as those imposed by the Sarbanes-Oxley Act of 2002. Our senior management has little experience in managing a publicly traded company.
Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our senior management
may not be able to implement programs and policies in an effective and timely manner that adequately respond to such increased legal,
regulatory compliance and reporting requirements, including the establishing and maintaining of internal controls over financial reporting.
Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting
requirements of the Exchange Act, which is necessary to maintain our public company status. If we were to fail to fulfill those obligations,
our ability to continue as a U.S. public company would be in jeopardy, we could be subject to the imposition of fines and penalties and
our management would have to divert resources from attending to our business plan.
The
elimination of monetary liability against our directors, officers and employees under Nevada law and the existence of indemnification
rights for or obligations to our directors, officers and employees may result in substantial expenditures by us and may discourage lawsuits
against our directors, officers and employees.
Our
articles of incorporation (as amended, “Articles of Incorporation”) contain a provision permitting us to eliminate the personal
liability of our directors to us and our stockholders for damages for the breach of a fiduciary duty as a director or officer to the
extent provided by Nevada law. We may also have contractual indemnification obligations under any future employment agreements with our
officers. The foregoing indemnification obligations could result in us incurring substantial expenditures to cover the cost of settlement
or damage awards against directors and officers, which we may be unable to recoup. These provisions and the resulting costs may also
discourage us from bringing a lawsuit against directors and officers for breaches of their fiduciary duties, and may similarly discourage
the filing of derivative litigation by our stockholders against our directors and officers even though such actions, if successful, might
otherwise benefit us and our stockholders.
We
may issue additional shares of Common Stock or Preferred Stock in the future, which could cause significant dilution to all stockholders.
Our
Articles of Incorporation authorize the issuance of up to 81,666,667 shares, including 80,000,000 shares of Common Stock and 1,666,667
shares of Preferred Stock, each with a $0.001 par value per share. As of December 26, 2023, we had 49,152,300 shares of Common Stock
outstanding and no shares of Preferred Stock outstanding; however, we may issue additional shares of Common Stock or Preferred Stock
in the future in connection with a financing or an acquisition. Such issuances may not require the approval of our stockholders. In addition,
certain of our outstanding rights to purchase additional shares of Common Stock or securities convertible into our Common Stock are subject
to some form of anti-dilution protection, which could result in the right to purchase significantly more shares of Common Stock being
issued or a reduction in the purchase price for any such shares or both. Any issuance of additional shares of our Common Stock, or equity
securities convertible into our Common Stock, including but not limited to, preferred stock, warrants and options, will dilute the percentage
ownership interest of all stockholders, may dilute the book value per share of our Common Stock, may negatively impact the market price
of our Common Stock, and may also negatively affect stockholders’ investments. If we are able to sell all of the shares of Common
Stock registered in this Registration Statement in the aggregate gross amount of $150,000,000 at an assumed price of $4.99 per
share, the closing price quoted on Nasdaq on December 26, 2023, we will have to issue a total of 30,060,120 shares to the investors,
representing approximately 61% of our total issued and outstanding Common Stock. The supply of a large number of shares of our
Common Stock to the public market may suppress the trading prices of our Common Stock, cause our stock prices to fluctuate in an undesirable
way, and therefore could negatively affect our investors’ ability to sell our Common Stock at their desired or profitable prices
or at all.
Anti-takeover
effects of certain provisions of Nevada state law hinder a potential takeover of us.
Certain
provisions of the Nevada Revised Statutes have anti-takeover effects and may inhibit a non-negotiated merger or other business combination.
These provisions are intended to encourage any person interested in acquiring us to negotiate with, and to obtain the approval of, our
board of directors (the “Board of Directors” or “Board”) in connection with such a transaction. However, certain
of these provisions may discourage a future acquisition of us, including an acquisition in which the stockholders might otherwise receive
a premium for their shares. As a result, stockholders who might desire to participate in such a transaction may not have the opportunity
to do so.
USE
OF PROCEEDS
Unless
otherwise indicated in a prospectus supplement relating to a specific offering, we intend to use the net proceeds from the sale of securities
by us under this prospectus for general corporate purposes, which may include working capital, capital expenditures, operational purposes
and potential acquisitions.
The
intended application of proceeds from the sale of any particular offering of securities using this prospectus will be described in the
accompanying prospectus supplement relating to such offering. The precise amount and timing of the application of these proceeds will
depend on our funding requirements and the availability and costs of other funds.
DIVIDEND
POLICY
We
have never declared or paid any cash dividends on our Common Stock. We currently intend to retain all available funds and any future
earnings to support our operations and finance the growth and development of our business. We do not intend to pay cash dividends on
our Common Stock for the foreseeable future. Any future determination related to dividend policy will be made at the discretion of our
Board of Directors. The holders of the Series B and Series C Preferred Stock are entitled to receive an 8% per annum dividend on their
stated value which can be paid in cash or Common Stock at the discretion of the Company (see description of Series B and Series C Preferred
Stock below). As of December 26, 2023, there were 0 shares of Series A Preferred Stock, 0 shares of Series B Preferred Stock, and 0 shares
of Series C Preferred Stock issued and outstanding.
The
current and future holders of our Common Stock are entitled to receive dividends pro rata based on the number of shares held, when and
if declared by our Board of Directors, from funds legally available for that purpose. Nevada Revised Statutes prohibits us from declaring
dividends where, after giving effect to the distribution of the dividend, we would not be able to pay our debts as they become due in
the ordinary course of business, or our total assets would be less than the sum of our total liabilities.
Our
Articles of Incorporation and Bylaws do not contain provisions restricting our ability to pay dividends of our Common Stock.
Description
of CAPITAL STOCK
The
following description of our capital stock is not complete and may not contain all the information you should consider before investing
in our capital stock. This description is summarized from, and qualified in its entirety by reference to, our Articles of Incorporation
and Bylaws which have been publicly filed with the SEC. These documents are also incorporated by reference into the registration statement
of which this prospectus forms a part. See “Where You Can Find More Information” and “Incorporation by Reference.”
Authorized
and Outstanding Securities
The
Company is authorized to issue two classes of shares, designated “Common Stock” and “Preferred Stock.” The total
number of shares that the Company is authorized to issue is 81,666,667. The Company is authorized to issue 1,666,667 shares of Preferred
Stock, of which the Company has designated 33,334 shares as Series A Preferred Stock with a $0.001 par value per share, 133,334 shares
as Series B Preferred Stock with a $10.00 par value per share, and 66,667 shares as Series C Preferred Stock with a $10.00 par value
per share. The number of shares of Common Stock which the Company is authorized to issue is 80,000,000 with a $0.001 par value per share.
As of December 26, 2023, there were 0 shares of Series A Preferred Stock, 0 shares of Series B Preferred Stock, 0 shares of Series C
Preferred Stock, and 49,152,300 shares of Common Stock issued and outstanding.
Common
Stock
The
holders of our Common Stock are entitled to one vote per share on all matters requiring a vote of the stockholders, including the election
of directors. Holders of Common Stock do not have cumulative voting rights. Holders of Common Stock are entitled to share ratably in
dividends, if any, as may be declared from time to time by the Board in its discretion from funds legally available therefor, subject
to preferences that may be applicable to preferred stock, if any, then outstanding. At present, we have no plans to issue dividends.
See “Dividend Policy” for additional information. In the event of a liquidation, dissolution or winding up of the Company,
the holders of Common Stock are entitled to share pro rata all assets remaining after payment in full of all liabilities, subject to
prior distribution rights of preferred stock, if any, then outstanding. The Common Stock has no preemptive or conversion rights or other
subscription rights. There are no redemption or sinking fund provisions applicable to the Common Stock.
Preferred
Stock
Our
Articles of Incorporation authorize shares of preferred stock and provide that shares of preferred stock may be issued from time to time
in one or more series. Our Board of Directors will be authorized to fix the voting rights, if any, designations, powers, preferences,
the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable
to the shares of each series. Our Board of Directors will be able to, without stockholder approval, issue shares of preferred stock with
voting and other rights that could adversely affect the voting power and other rights of the holders of the Common Stock and could have
anti-takeover effects. The ability of our Board of Directors to issue shares of preferred stock without stockholder approval could have
the effect of delaying, deferring or preventing a change of control of us or the removal of existing management.
Series
A Preferred Stock
Designation
The
Company has designated 33,334 shares of its preferred stock as Series A Preferred Stock, par value $0.001 per share.
Ranking
The
Series A Preferred Stock ranks senior to the Common Stock of the Company and to all other Preferred Stock of the Company.
Voting
Rights
On
all matters submitted to a vote of the shareholders of the Company, each share of Series A Preferred Stock will have 67 votes and holders
of Series A Preferred Stock will vote with the holders of the Common Stock as one class.
Conversion
Rights
The
Series A Preferred Stock does not have any conversion rights into the Common Stock of the Company.
Dividends
The
holders of the Series A Preferred Stock are not eligible to participate with respect to any dividends that may be declared by the Board
of Directors.
Redemption
Subject
to applicable law, the Company may, at any time and from time to time, purchase any shares of the Series A Preferred Stock from the holders.
Liquidation
Preference
The
Series A Preferred Stock is entitled to liquidation rights according to its rank (as set forth above) and at its par value.
Transfer
Restrictions
The
outstanding shares of the Series A Preferred Stock may not be transferred, assigned, hypothecated or otherwise conveyed to any party
without the affirmative vote of the Board of Directors.
Series
B Preferred Stock
Designation
The
Company has designated 133,334 shares of its preferred stock as Series B preferred stock. The stated value of the Series B Preferred
Stock is $10.00 per share.
Ranking
The
Series B Preferred Stock ranks senior to the Common Stock of the Company and to all other Preferred Stock of the Company, except Series
A Preferred Stock.
Voting
Rights
The
holders of the Series B Preferred Stock do not have voting rights.
Conversion
Rights
Each
share of Series B Preferred Stock is convertible into three (3) shares of the Company’s common stock.
Dividends
The
holders of the Series B Preferred Stock are entitled to receive, and the Company shall pay, non-cumulative dividends at the rate per
share (as a percentage of the stated value of the Series B Preferred Stock) of 8% per annum. The dividends shall be payable at the Company’s
option either in cash or in shares of Common Stock of the Company.
Liquidation
Preference
The
Series B Preferred Stock is entitled to liquidation rights according to its rank (as set forth above) and at its stated value.
Transfer
Restrictions
The
Series B Preferred Stock may only be sold, transferred, assigned, pledged or otherwise disposed of in accordance with state and federal
securities laws.
Series
C Preferred Stock
Designation
The
Company has designated 66,667 shares of its preferred stock of Series C preferred stock. The stated value of the Series C Preferred Stock
is $10.00 per share.
Ranking
The
Series C Preferred Stock ranks senior to the common stock of the Company and to all other Preferred Stock of the Company, except Series
A Preferred Stock and Series B Preferred Stock.
Voting
Rights
The
holders of the Series C Preferred stock do not have voting rights.
Conversion
Rights
Each
share of Series C Preferred Stock is convertible into six (6) shares of the Company’s common stock.
Dividends
The
holders of the Series C Preferred Stock are entitled to receive, and the Company shall pay, non-cumulative dividends at the rate per
share (as a percentage of the stated value of the Series C Preferred Stock) of 8% per annum. The dividends shall be payable at the Company’s
option either in cash or in shares of Common Stock the Company.
Liquidation
Preference
The
Series C Preferred Stock is entitled to liquidation rights according to its rank (as set forth above) and at its stated value.
Transfer
Restrictions
The
Series C Preferred Stock may only be sold, transferred, assigned, pledged or otherwise disposed of in accordance with state and federal
securities laws.
Anti-Takeover
Effects of Nevada Law and Our Charter Documents
Certain
provisions of Nevada law and our Articles of Incorporation and Bylaws could make more difficult the acquisition of us by means of a tender
offer or otherwise, and the removal of incumbent officers and directors. These provisions are expected to discourage certain types of
coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us.
Nevada
Revised Statutes (as amended, the “NRS”)
Business
Combinations
The
“business combination” provisions of Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes, or NRS, generally
prohibit a Nevada corporation with at least 200 stockholders from engaging in various “combination” transactions with any
interested stockholder for a period of two years after the date of the transaction in which the person became an interested stockholder,
unless the transaction is approved by the board of directors prior to the date the interested stockholder obtained such status or the
combination is approved by the board of directors and thereafter is approved at a meeting of the stockholders by the affirmative vote
of stockholders representing at least 60% of the outstanding voting power held by disinterested stockholders, and extends beyond the
expiration of the two-year period, unless:
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combination was approved by the board of directors prior to the person becoming an interested
stockholder or the transaction by which the person first became an interested stockholder
was approved by the board of directors before the person became an interested stockholder
or the combination is later approved by a majority of the voting power held by disinterested
stockholders; or |
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the consideration to be paid by the interested stockholder is at least equal to the highest
of: (a) the highest price per share paid by the interested stockholder within the two years
immediately preceding the date of the announcement of the combination or in the transaction
in which it became an interested stockholder, whichever is higher, (b) the market value per
share of common stock on the date of announcement of the combination and the date the interested
stockholder acquired the shares, whichever is higher, or (c) for holders of preferred stock,
the highest liquidation value of the preferred stock, if it is higher. |
A
“combination” is generally defined to include mergers or consolidations or any sale, lease exchange, mortgage, pledge, transfer,
or other disposition, in one transaction or a series of transactions, with an “interested stockholder” having: (a) an aggregate
market value equal to 5% or more of the aggregate market value of the assets of the corporation, (b) an aggregate market value equal
to 5% or more of the aggregate market value of all outstanding shares of the corporation, (c) 10% or more of the earning power or net
income of the corporation, and (d) certain other transactions with an interested stockholder or an affiliate or associate of an interested
stockholder.
In
general, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within two years,
did own) 10% or more of a corporation’s voting stock. The statute could prohibit or delay mergers or other takeover or change in
control attempts and, accordingly, may discourage attempts to acquire our Company even though such a transaction may offer our stockholders
the opportunity to sell their stock at a price above the prevailing market price. The Articles of Incorporation expressly elect not to
be governed by these provisions of the NRS. Accordingly, the business combination statutes will not be applicable to us unless our Articles
of Incorporation are amended in accordance with applicable law and the Articles of Incorporation to remove our election to opt out of
the application of the statutes.
Control
Share Acquisitions
The
“control share” provisions of Sections 78.378 to 78.3793, inclusive, of the NRS apply to “issuing corporations”
that are Nevada corporations with at least 200 stockholders, including at least 100 stockholders of record who are Nevada residents,
and that conduct business directly or indirectly in Nevada. The control share statute prohibits an acquirer, under certain circumstances,
from voting its shares of a target corporation’s stock after crossing certain ownership threshold percentages, unless the acquirer
obtains approval of the target corporation’s disinterested stockholders. The statute specifies three thresholds: one-fifth or more
but less than one-third, one-third but less than a majority, and a majority or more, of the outstanding voting power. Generally, once
an acquirer crosses one of the above thresholds, those shares in an offer or acquisition and acquired within 90 days thereof become “control
shares” and such control shares are deprived of the right to vote until disinterested stockholders restore the right. These provisions
also provide that if control shares are accorded full voting rights and the acquiring person has acquired a majority or more of all voting
power, all other stockholders who do not vote in favor of authorizing voting rights to the control shares are entitled to demand payment
for the fair value of their shares in accordance with statutory procedures established for dissenters’ rights.
The
effect of the Nevada control share statutes is that the acquiring person, and those acting in association with the acquiring person,
will obtain only such voting rights in the control shares as are conferred by a resolution of the stockholders at an annual or special
meeting. The Nevada control share law, if applicable, could have the effect of discouraging takeovers of our Company. A corporation may
elect to not be governed by, or “opt out” of, the control share provisions by making an election in its articles of incorporation
or bylaws, provided that the opt-out election must be in place on the 10th day following the date an acquiring person has acquired a
controlling interest, that is, crossing any of the three thresholds described above. The Articles of Incorporation expressly elect not
to be governed by these provisions of the NRS. Accordingly, the control share statutes will not be applicable to us unless our Articles
of Incorporation are amended in accordance with applicable law and the Articles of Incorporation to remove our election to opt out of
the application of the statutes.
Articles
of Incorporation and Bylaws
The
Company’s Articles of Incorporation and Bylaws include anti-takeover provisions that:
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authorize
the Board of Directors, without further action by the stockholders, to issue shares of Preferred Stock in one or more series, and
with respect to each series, to fix the number of shares constituting that series, and establish the rights and terms of that series; |
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establish
advance notice procedures for stockholders to submit nominations of candidates for election to the Board of Directors to be brought
before a stockholders meeting; |
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allow
the Company’s directors to establish the size of the Board of Directors and fill vacancies on the Board created by an increase
in the number of directors (subject to the rights of the holders of any series of Preferred Stock to elect additional directors under
specified circumstances); |
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require
the affirmative vote of the holders of at least two-thirds (2/3) of the voting power of all of the then-outstanding shares of capital
stock of the Company entitled to vote generally in the election of directors in order to remove a director or the entire Board of
Directors for cause; |
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do
not provide stockholders cumulative voting rights with respect to director elections; and |
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provide
that the Company’s Bylaws may be amended by the Board of Directors without stockholder approval. |
Provisions
of the Company’s Articles of Incorporation and Bylaws may delay or discourage transactions involving an actual or potential change
in the Company’s control or change in the Company’s Board of Directors or management, including transactions in which stockholders
might otherwise receive a premium for their shares or transactions that the Company’s stockholders might otherwise deem to be in
their best interests. Therefore, these provisions could adversely affect the price of our common stock.
Authorized
and Unissued Shares
The
Company’s authorized and unissued shares of Common Stock are available for future issuance without stockholder approval except
as may otherwise be required by applicable stock exchange rules or Nevada law. The Company may issue additional shares for a variety
of purposes, including future offerings to raise additional capital, to fund acquisitions and as employee and consultant compensation.
The existence of authorized but unissued shares of Common Stock could render more difficult, or discourage an attempt, to obtain control
of the Company by means of a proxy contest, tender offer, merger or otherwise.
The
issuance of shares of Preferred Stock by the Company could have certain anti-takeover effects under certain circumstances, and could
enable the Board of Directors to render more difficult or discourage an attempt to obtain control of the Company by means of a merger,
tender offer, or other business combination transaction directed at the Company by, among other things, placing shares of Preferred Stock
with investors who might align themselves with the Board of Directors.
Transfer
Agent
The
transfer agent for our Common Stock is Securities Transfer Corporation at 2901 N. Dallas Parkway, Suite 380, Plano, TX 75093. The transfer
agent’s telephone number is (469) 633-0101.
DESCRIPTION
OF WARRANTS
We
may issue warrants to purchase Common Stock, Preferred Stock, or units. Each issue of warrants will be the subject of a warrant agreement
which will contain the terms of the warrants. In the event that we issue warrants, we will distribute a prospectus supplement with regard
to each issue of warrants. Each prospectus supplement will describe, as to the warrants to which it relates:
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the
securities which may be purchased by exercising the warrants (which may be Common Stock, Preferred Stock, or units consisting of
two or more of those types of securities); |
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the
exercise price of the warrants (which may be wholly or partly payable in cash or wholly or partly payable with other types of consideration); |
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the
period during which the warrants may be exercised; |
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any
provision adjusting the securities which may be purchased on exercise of the warrants and the exercise price of the warrants in order
to prevent dilution or otherwise; |
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the
place or places where warrants can be presented for exercise or for registration of transfer or exchange; and |
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any
other material terms of the warrants. |
Exercise
of Warrants
Each
warrant will entitle the holder of the warrant to purchase for cash the amount of Common Stock, Preferred Stock, or units at the exercise
price stated or determinable in the applicable prospectus supplement for the warrants. Warrants may be exercised at any time up to the
close of business on the expiration date shown in the applicable prospectus supplement, unless otherwise specified in such prospectus
supplement. After the close of business on the expiration date, unexercised warrants will become void. Warrants may be exercised as described
in the applicable prospectus supplement.
Until
a holder exercises the warrants to purchase any securities underlying the warrants, the holder will not have any rights as a holder of
the underlying securities by virtue of ownership of warrants.
DESCRIPTION
OF UNITS
The
following description, together with the additional information we may include in any applicable prospectus supplements, summarizes the
material terms and provisions of the units that we may offer under this prospectus. While the terms summarized below will apply generally
to any units that we may offer, we will describe the particular terms of any series of units in more detail in the applicable prospectus
supplement. If we indicate in the prospectus supplement, the terms of any units offered under that prospectus supplement may differ from
the terms described below. Specific unit agreements will contain additional important terms and provisions and will be incorporated by
reference as an exhibit to the registration statement that includes this prospectus.
We
may issue units composed of one or more of the other securities described in this prospectus in any combination. Each unit will be issued
so that the holder of the unit is also the holder of each security included in the unit. If we issue units, the prospectus supplement
relating to the units will contain the information described above with regard to each of the securities that is a component of the units.
In addition, each prospectus supplement relating to units will:
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state
how long, if at all, the securities that are components of the units must be traded in units, and when they can be traded separately; |
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state
whether we will apply to have the units traded on a securities exchange or securities quotation system; and |
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describe
how, for U.S. federal income tax purposes, the purchase price paid for the units is to be allocated among the component securities. |
The
provisions described in this section, as well as those described under “Description of Our Capital Stock” and “Description
of Warrants” will apply to each unit, as applicable, and to any Common Stock, Preferred Stock and warrant included in each unit,
as applicable.
PLAN
OF DISTRIBUTION
We
may sell the securities offered through this prospectus and applicable prospectus supplements in one or more of the following ways from
time to time: (i) to or through underwriters or dealers, (ii) directly to one or more purchasers, including our affiliates, (iii) through
agents, (iv) through a combination of any these methods, or (v) through any other method permitted by applicable law.
In
addition, the manner in which we may sell some or all of the securities covered by this prospectus, includes, without limitation, through:
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an
“at the market” offering, within the meaning of Rule 415(a)(4) of the Securities Act of 1933, as amended, or the “Securities
Act,” to or through a market maker or into an existing trading market on an exchange or otherwise; |
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a
block trade in which a broker-dealer will attempt to sell as agent, but may position or resell a portion of the block, as principal,
in order to facilitate the transaction; |
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purchases
by a broker-dealer, as principal, and resale by the broker-dealer for its account; |
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ordinary
brokerage transactions and transactions in which a broker solicits purchasers; or |
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privately
negotiated transactions. |
The
securities may be distributed at a fixed price or prices, which may be changed, based on market prices prevailing at the time of sale,
prices related to the prevailing market prices, or negotiated prices. The prospectus supplement relating to an offering of securities
will set forth the terms of such offering, including:
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the
name or names of any underwriters or agents; |
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the
name or names of any managing underwriter or underwriters; |
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the
name or names of any broker/dealers or placement agents; |
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the
purchase price of the securities; |
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any
over-allotment options under which underwriters may purchase additional securities; |
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the
net proceeds from the sale of the securities; |
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any
delayed delivery arrangements; |
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any
underwriting discounts, commissions and other items constituting underwriters’ compensation; |
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any
initial public offering price; |
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any
discounts or concessions allowed or reallowed or paid to dealers; |
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any
commissions paid to agents; and |
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any
securities exchange or market on which the securities may be listed. |
Sale
Through Underwriters or Dealers
Only
underwriters named in a prospectus supplement are underwriters of the securities offered by such prospectus supplement.
If
underwriters are used in the sale, the underwriters will acquire the securities for their own account, including through underwriting,
purchase, security lending or repurchase agreements with us. The underwriters may resell the securities from time to time in one or more
transactions, including negotiated transactions. Underwriters may sell the securities in order to facilitate transactions in any of our
other securities (described in this prospectus or otherwise), including other public or private transactions and short sales. Underwriters
may offer securities to the public either through underwriting syndicates represented by one or more managing underwriters or directly
by one or more firms acting as underwriters without a syndicate. Unless otherwise indicated in a prospectus supplement, the obligations
of the underwriters to purchase the securities will be subject to certain conditions, and the underwriters will be obligated to purchase
all the offered securities if they purchase any of them. The underwriters may change from time to time any public offering price and
any discounts or concessions allowed or reallowed or paid to dealers.
If
dealers are used in the sale of securities offered through this prospectus, we will sell the securities to them as principals. The dealers
may then resell those securities to the public at varying prices determined by the dealers at the time of resale. The prospectus supplement
will include the names of the dealers and the terms of the transaction.
The
maximum compensation or discount to be received by any FINRA member or independent broker-dealer will not be greater than 8% for the
sale of any securities being registered hereunder pursuant to Rule 415 of the Securities Act.
Direct
Sales and Sales Through Agents
We
may sell the securities offered through this prospectus directly. In this case, no underwriters or agents would be involved. Such securities
may also be sold through agents designated from time to time. Any applicable prospectus supplement will name any agent involved in the
offer or sale of the offered securities and will describe any commissions payable to the agent. Unless otherwise indicated in the prospectus
supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.
We
may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the
Securities Act with respect to any sale of those securities. The terms of any such sales will be described in a prospectus supplement.
Delayed
Delivery Contracts
If
an applicable prospectus supplement indicates, we may authorize agents, underwriters or dealers to solicit offers from certain types
of institutions to purchase securities at the public offering price under delayed delivery contracts. These contracts would provide for
payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described in the prospectus
supplement. The applicable prospectus supplement will describe the commission payable for solicitation of those contracts.
Market
Making, Stabilization and Other Transactions
We
may elect to list offered securities on an exchange or in the over-the-counter market. Any underwriters that we use in the sale of offered
securities may make a market in such securities, but may discontinue such market making at any time without notice. Therefore, we cannot
assure you that the securities will have a liquid trading market.
Certain
persons participating in an offering may engage in overallotment, stabilizing transactions, syndicate covering transactions and penalty
bids in accordance with rules and regulations under the Exchange Act. Overallotment involves the sale in excess of the offering size,
which create a short position. Stabilizing transactions involve bids to purchase the underlying security in the open market for the purpose
of pegging, fixing or maintaining the price of the securities. Syndicate covering transactions involve purchases of the securities in
the open market after the distribution has been completed in order to cover syndicate short positions.
Penalty
bids permit the underwriters to reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate
member are purchased in a syndicate covering transaction to cover syndicate short positions. Stabilizing transactions, syndicate covering
transactions and penalty bids may cause the price of the securities to be higher than it would be in the absence of the transactions.
The underwriters may, if they commence these transactions, discontinue them at any time.
General
Information
Agents,
underwriters, and dealers may be entitled, under agreements entered into with us, to indemnification by us against certain liabilities,
including liabilities under the Securities Act. Our agents, underwriters, and dealers, or their affiliates, may be customers of, engage
in transactions with or perform services for us in the ordinary course of business.
LEGAL
MATTERS
Holland
& Hart LLP, Denver, Colorado, or other counsel selected by the Company with regard to a particular offering, who will be named in
the prospectus supplement relating to that offering, will pass upon the validity of any securities we offer by this prospectus. If the
validity of any securities is also passed upon by counsel for the underwriters of an offering of those securities, that counsel will
be named in the prospectus supplement relating to that offering.
EXPERTS
The
consolidated financial statements of American Battery Technology Company for the fiscal years ended June 30, 2023 and 2022, appearing
in American Battery Technology Company’s Annual Report on Form 10-K for the year ended June 30, 2023, have been audited by Marcum
LLP, as set forth in its report thereon, included therein, and incorporated herein by reference. Such financial statements are incorporated
herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
are subject to the informational requirements of the Exchange Act, and in accordance with those requirements, we file Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other information with the SEC. The SEC maintains an Internet
website that contains reports, proxy and information statements and other information regarding issuers that file electronically with
the SEC. Our SEC filings are available on the SEC’s website at www.sec.gov. Unless specifically listed or described under
“Incorporation by Reference,” the information contained on the SEC website is not intended to be incorporated by reference
in this prospectus and you should not consider that information a part of this prospectus.
We
have filed with the SEC a registration statement on Form S-3, of which this prospectus is a part, covering the securities described in
this prospectus. You should be aware that this prospectus does not contain all of the information contained or incorporated by reference
in the registration statement and its exhibits. You may inspect and obtain the registration statement, including exhibits, reports and
other information that we have filed with the SEC, as described in the preceding paragraph.
We
will also provide to you, at no cost, a copy of any document incorporated by reference in this prospectus and any exhibits specifically
incorporated by reference in those documents. You may request a copy of any document incorporated by reference into this prospectus (including
exhibits to those documents specifically incorporated by reference in this document), by contacting us at the following address or telephone
number:
American
Battery Technology Company
100
Washington Street, Suite 100
Reno,
Nevada 89503
Tel:
(775) 473-4744
Our
SEC filings also are available on our website at americanbatterytechnology.com. Except for the documents specifically incorporated
by reference into this prospectus, our website and information contained or accessed through our website do not constitute a part of
this prospectus. We have included our website address only as inactive text and do not intend it to be an active link to our website.
Up
to $50,000,000
Common
Stock
PROSPECTUS
SUPPLEMENT
Virtu
September 30, 2024
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