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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): January 25, 2026
| 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Appointment
of Chief Financial Officer
On
January 25, 2026, the Board of Directors of the American Battery Technology Company (the “Company”) appointed Alejandro Flores
Arteaga to serve as Chief Financial Officer of the Company, effective February 9, 2026 (the “Employment Date”).
Mr.
Flores, age 50, brings over 20 years of experience in financial leadership across global automotive, commercial, and manufacturing industries.
From July 2022 to October 2025, Mr. Flores served as Chief Financial Officer for a joint venture between Stellantis and Samsung SDI,
where he was responsible for all financial, treasury, accounting, and risk management functions. During his tenure, he secured a $7.5
billion U.S. Department of Energy loan to establish advanced EV battery manufacturing capacity in the U.S. and managed a multi-billion-dollar
capital expenditure budget. Prior to this, Mr. Flores held various senior financial leadership roles at Stellantis Mexico from 2015 to
2022, including Chief Financial Officer, where he oversaw full P&L accountability, treasury operations, FP&A, accounting, and
tax functions. Earlier in his career, he held progressive finance and treasury roles at PACCAR Mexico from 2003 to 2014 and began his
career in corporate finance and credit operations at Scotiabank Inverlat from 2001 to 2003. Mr. Flores holds a Bachelor’s Degree
in Finance from the Instituto Tecnológico y de Estudios Superiores de Monterrey (ITESM). He is fluent in English and Spanish and
has extensive expertise in treasury operations, FP&A, M&A integration, strategic planning, governance, and operational finance.
There
is no arrangement or understanding between Mr. Flores and any other persons, pursuant to which he was selected as Chief Financial Officer.
Mr. Flores has not engaged in any transaction, or any currently proposed transaction, in which the Company was or is to be a participant
and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest. There
are no family relationships between Mr. Flores and any director or executive officer of the Company.
On
January 25, 2026, the Company entered into an Offer Letter (the “Offer Letter”) with Mr. Flores, pursuant to which Mr. Flores
will be an at-will employee of the Company. Pursuant to the Offer Letter, Mr. Flores will receive an annual base salary of $280,000.
Mr. Flores’s annual cash bonus target is set at 75% of his annual base salary, which can be received based on the achievement of
certain performance milestones. In addition, Mr. Flores is eligible to receive an annual award of restricted stock units (“RSUs”)
equal in value to $500,000 and $1,000,000 worth of warrants with a five-year expiration of a quantity and exercise price as calculated
by Black-Scholes, both of which are conditioned on the achievement of certain performance milestones. These equity compensation awards
will vest 1/16th quarterly from the Employment Date, accruing until the relevant milestone is achieved, until fully vested. The cash
bonus and equity compensation awards will be prorated for the first year to reflect the fact that Mr. Flores joined the company approximately
halfway through its fiscal year. The foregoing descriptions of the Offer Letter are qualified in their entirety by reference to the full
text of the Offer Letter, a copy of which is filed as Exhibit 10.1 hereto, and the terms of which are incorporated by reference.
Departure
of Interim Chief Financial Officer
Jesse
Deutsch, the Interim Chief Financial Officer, will retire from the Company effective February 9, 2026. Mr. Deutsch has been a key leader
at the Company and the Company thanks Mr. Deutsch for his dedicated leadership.
In
connection with Mr. Deutsch’s resignation, and in recognition of his contributions to the Company, the Company will
pay a cash bonus of $50,000 to Mr. Deutsch in
connection with Mr. Deutsch’s entry into
a General Release Agreement dated January 29, 2026, a
copy of which is filed as Exhibit 10.2 hereto, and the terms of which are incorporated
by reference.
Departure
of Chief Mineral Resource Officer
On
January 26, 2026, Scott Jolcover notified the Company of his intent to retire and step down as Chief Mineral Resource Officer of the
Company, effective January 31, 2026. Mr. Jolcover’s departure is not related to any disagreement with the Company on any matter
relating to the Company’s operations, policies, or practices.
In
order to support the Company’s continued growth and to retain Mr. Jolcover’s expertise and knowledge, Mr. Jolcover’s
will remain with the Company following his resignation in a consulting role. Mr. Jolcover and the Company entered into a Consulting Agreement
on January 26, 2026, pursuant to which Mr. Jolcover will provide consulting services to the Company at a rate not to exceed $6,500 per
month, where the Consulting Agreement will continue until terminated by either party (the “Separation Date”). Pursuant to
the Consulting Agreement, Mr. Jolcover’s previously-awarded but unvested equity compensation will continue to vest on schedule.
The Consulting Agreement, among other customary agreements, contains covenants not to compete with the Company’s business and not
to solicit the Company’s employees for a period of one year following the Separation Date. The foregoing descriptions of the Consulting
Agreement are qualified in their entirety by reference to the full text of the Consulting Agreement, a copy of which is filed as Exhibit
10.3 hereto, and the terms of which are incorporated by reference.
Amendments
to Offer Letters
On
January 27, 2026, the Company and Ryan Melsert, the Chief Executive Officer and Chief Technology Officer of the Company, entered into
an Amendment to that Certain Offer Letter, dated October 9, 2024 (the “CEO Amendment”). Also on January 27, 2026, the Company
and Steven Wu, the Chief Operating Officer of the Company, entered into an Amendment to that Certain Offer Letter, dated October 9, 2024
(the “COO Amendment” and together with the CEO Amendment, the “Amendments”). The Amendments sets forth performance-based
milestone criteria for fiscal year 2026 bonus equity compensation. The performance-based bonuses will be pro-rated according to the specific
weight of each milestone as set forth in the Amendments. The foregoing is not a complete description of the parties’ rights and
obligations under the Amendments, each of which is qualified by reference to the full text and terms of each respective agreement, copies
of which are filed as Exhibits 10.4 and 10.5 hereto, and the terms of which are incorporated by reference.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
| 10.1 |
|
Offer Letter, by and between the Company and Alejandro Flores Arteaga, dated January 25, 2026 |
| |
|
|
| 10.2 |
|
Consulting Agreement, by and between the Company and Scott Jolcover, dated January 27, 2026 |
| |
|
|
10.3
|
|
Deutsch General Release Agreement, dated January 29, 2026 |
| |
|
|
| 10.4 |
|
Amendment to Offer Letter, by and between the Company and Ryan Melsert, dated January 27, 2026 |
| |
|
|
| 10.5 |
|
Amendment to Offer Letter, by and between the Company and Steven Wu, dated January 27, 2026 |
| |
|
| 104 |
|
Cover
Page Interactive Data File - the cover page XBRL tags are 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:
January 29, 2026 |
By: |
/s/
Ryan Melsert |
| |
|
Ryan
Melsert |
| |
|
Chief
Executive Officer |
