false
--06-30
0001576873
0001576873
2025-10-09
2025-10-09
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): October 9, 2025
| AMERICAN
BATTERY TECHNOLOGY COMPANY |
| (Exact
name of registrant as specified in its charter) |
| Nevada
|
|
001-41811
|
|
33-1227980 |
| (State
or other jurisdiction of |
|
(Commission |
|
(IRS
Employer |
| incorporation
or organization) |
|
File
No.) |
|
Identification
Number) |
100
Washington Street, Suite 100
Reno,
NV |
|
89503
|
| (Address
of principal executive offices) |
|
(Zip
Code) |
(775)
473-4744
(Registrant’s
telephone number including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
| Common Stock, $0.001 par
value |
|
ABAT |
|
The Nasdaq Stock Market
LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.02 Termination of Material Definitive Agreement.
As
previously announced, on September 1, 2023, American Battery Technology Company (the “Company”) and the United States Department
of Energy (the “DOE”), through its Manufacturing Energy Supply Chain (“MESC”) office, entered into an Assistance
Agreement (the “Grant”) award number DE-MS0000010, for a $115,489,662 project for the design, construction, commissioning,
and operation of a commercial scale facility for the manufacturing of battery cathode grade lithium hydroxide. Under the Grant, the DOE’s
cost share is $57,744,831 and the Company’s cost share is $57,744,831. On May 15, 2025, the Company was notified that, due to a
memorandum issued by the DOE, all grants awarded through the MESC office were to undergo an audit process regarding the federal stewardship
and substantial involvement terms of all such grants. On October 9, 2025, the DOE notified the Company that the Grant was terminated,
effective as of the end of the budget period ending August 31, 2025. On October 10, 2025, the Company submitted an appeal of the termination,
and intends to pursue its dispute resolution remedies in connection with the termination of the Grant.
As
of October 9, 2025 there were approximately $52 million of reimbursable DOE funds remaining on the Assistance Agreement, and year-to-date
the Company has already raised over $52 million of funds from the public markets. Regardless of the outcome of the appeal process, the
Company intends to move forward with the project without impact to timeline or scope.
The
Company’s Tonopah Lithium Flats Project (TFLP), as previously announced in June 2025, has been selected as a Transparency Priority
Project by the National Energy Dominance Council (NEDC) and U.S. Federal Permitting Council. This designation highlights the project’s
role in advancing domestic critical mineral lithium production and supporting U.S. energy independence. The project is featured on the
FAST-41 Permitting Dashboard. There is no change to the Company’s status as a Priority Project.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
October 14, 2025, the Board of Directors of the Company (the “Board”) approved certain amendments to the Company’s
Amended and Restated Bylaws (as so amended, the “Amended and Restated Bylaws”). The amendments contained in the Amended and
Restated Bylaws, include: clarification regarding the procedures for a stockholder to vote by proxy; clarification that directors who
are also employees of the Company do not receive additional compensation for their service as a director; and amendment of the voting
standard required to remove a director from office to conform with Nevada Revised Statute 78.335.
The
foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference
to the complete text of the Amended and Restated Bylaws, a copy of which is filed with this Form 8-K as Exhibit 3.1 and incorporated
into this report by reference.
Item
5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
On
October 14, 2025, the Board approved certain amendments to the Company’s Board Directors Code of Conduct (the “Board Code
of Conduct”). The Board Code of Conduct, which applies to each member of the Board, is in addition to the Company’s Employee
Code of Conduct, which applies to the Company’s principal executive officer, principal financial officer, principal accounting
officer, and all other employees of the Company. Both of the Board Code of Conduct and Employee Code of Conduct are available, free of
charge, on the Company’s website at americanbatterytechnology.com. The information contained on our website, and any references
to our website in this Form 8-K, is not incorporated by reference in, or considered part of, this report.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 3.1 |
|
Amended and Restated Bylaws of American Battery Technology Company, dated October 14, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
AMERICAN BATTERY TECHNOLOGY COMPANY
|
| |
|
|
| Date: October 15, 2025 |
By: |
/s/ Ryan
Melsert |
| |
|
Ryan Melsert |
| |
|
Chief Executive Officer |
