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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): February 6, 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
2.02 Results of Operations and Financial Condition.
On
February 6, 2026, American Battery Technology Company (the “Company”) issued a press release relating to the Company’s
financial results for the second fiscal quarter ended December 31, 2025. The press release is furnished hereto as Exhibit 99.1. Also
on February 6, 2026, the Company posted an investor presentation to its website used in the earnings call pertaining to the financial
results for second fiscal quarter ended December 31, 2025. The presentation is furnished hereto as Exhibit 99.2.
The
information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed to be incorporated by reference into any other filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
Number |
|
Description
of Exhibit |
| |
|
|
| 99.1 |
|
Press Release, dated February 6, 2026 |
| 99.2 |
|
Investor Presentation, dated February 6, 2026 |
| 104 |
|
Cover
Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101) |
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:
February 9, 2026 |
By: |
/s/
Ryan Melsert |
| |
|
Ryan
Melsert |
| |
|
Chief
Executive Officer |
Exhibit
99.1

American
Battery Technology Company Announces Record Breaking Revenue as it Ramps Manufacturing of Critical Minerals and Publishes its Second
Quarter Fiscal 2026 Financial Results
Quarterly
revenue increases over 1,300% YOY while total operating expenses decrease 24% YOY, as company continues to ramp and streamline operational
efficiencies
Reno,
Nev., February 6, 2026 — American Battery Technology Company (ABTC) (NASDAQ:
ABAT), an integrated battery critical minerals company that is commercializing its internally-developed technologies for both primary
critical minerals manufacturing and secondary critical mineral recycling, released its financial results for the second quarter of its
fiscal year (FY) 2026, which ended on December 31, 2025.
The
company reported that manufacturing operations at its facilities expanded significantly, and that it generated more revenue in this quarter
than in the previous four quarters combined. The company also reported that for the first time, its combined revenue from operations
and income from interest were greater than its cash cost of goods sold (a non-GAAP measure1), achieving a key cash flow milestone
as it continues to ramp operations at its facilities and implement operational efficiencies.
Financial
Highlights, Q2 Fiscal Year 2026:
| ● | $5.1
million: Combined revenue and interest income for FYQ2 |
| ○ | $4.8M
revenue from operations for the quarter |
| ○ | $0.3M
income from interest for the quarter |
| ● | $4.9
million: Cash cost of goods sold (cash-COGS1) for FYQ2 |
| ○ | Total
$6.4M cost of goods sold (COGS), which includes non-cash costs of $1.1M depreciation expense
and $0.4M of stock-based compensation |
| ● | $48.7
million cash: Company cash balance as of end of quarter |
| ○ | Significant
exercises of warrants by existing investors during quarter |
| ○ | Includes
$47.9M in unrestricted and $0.8M in restricted cash |
| ● | $0.0
million debt: Company currently holds zero debt |
“We
are extremely proud that as we have successfully ramped throughput and implemented operational efficiencies at our critical mineral facilities,
that we have now for the first time completed a quarter where our revenue from operations and interest income are greater than the cash
cost of goods sold1,” said American Battery Technology Company CEO Ryan Melsert. “We have also engaged with the
investment community to increase our cash balance to one of its highest levels in years to facilitate the further expansion of our current
facilities and the groundbreaking of new ones.”
A
reconciliation of COGS (GAAP) to cash-COGS (non-GAAP), for the three months ended December 31, 2025
| Description | |
Amount
($M) | |
| Cost of Goods Sold (GAAP) | |
| 6.4 | |
| Less: Depreciation Expense | |
| (1.1 | ) |
| Less: Stock-Based Compensation | |
| (0.4 | ) |
| Cash Cost of Goods Sold (Non-GAAP) | |
| 4.9 | |
| Description | |
Amount
($M) | |
| Revenue | |
| 4.8 | |
| Cash Cost of Goods Sold (Non-GAAP) | |
| 4.9 | |
| Adjusted Gross Margin | |
| (0.1 | ) |
Battery
Recycling Highlights: Driving Revenue Growth and Operational Efficiencies
| ● | The
company’s recycling operations achieved significant revenue growth this quarter, driven
by increased processing volumes from high-value feed materials including batteries from Battery
Energy Storage Systems (BESS), end-of-life electric vehicles, and consumer electronics |
| ● | The
simultaneous streamlining of operational efficiencies allowed for significant improvement
in gross margin and the improvement of cash flow |
| ● | Positioned
as one of the few recyclers in the Western U.S capable of handling CERCLA-classified waste,
ABTC’s Nevada lithium-ion battery recycling facility, permitted by the EPA in the spring
of 2025 under CERCLA, is now a key driver of revenue growth, recycling high-value critical
minerals and materials including BESS end-of-life and damaged batteries |
| ● | ABTC
has accelerated the design and commercialization of its second battery recycling facility,
to be constructed in the Southeast US with approximately five-fold the capacity of its first
recycling facility |
| ○ | The
company has progressed several new supply chain agreements with strategic OEM partners to
facilitate the supply and offtake of material for this facility |
Primary
Lithium from Claystone Manufacturing Highlights: Securing a Domestic Supply Chain
| ● | ABTC’s
Tonopah Flats Lithium Project (TFLP) continues to secure its position as a cornerstone of
the domestic lithium supply chain critical to securing and sourcing new critical mineral
resources for the U.S., driving long-term revenue potential for the company |
| ● | Designated
as a Fast-41Transparency Priority Project and subsequently upgraded to a full Covered Project
in accordance with President Trump’s March 20th Executive Order “Immediate
Measures to Increase American Mineral Production, the TFLP benefits from streamlined
federal permitting efforts, accelerating its path to commercialization of a new U.S. lithium
resource and domestic production of critical mineral lithium hydroxide (LiOH) |
| ● | The
company achieved a critical milestone by completing and submitting all baseline studies for
the National Environmental Policy Act (NEPA) review process, a two-year effort involving
over 40 regulatory agencies and stakeholders across 21 study areas |
| ● | In
October 2025, ABTC published the Pre-Feasibility Study (PFS) for its Tonopah Flats Lithium
Project, detailing the technical and financial roadmap for commercialization of this domestic-US
critical mineral lithium mine and refinery. The study supports the project’s robust
economic potential and potential strategic importance as a cornerstone of the domestic critical
mineral lithium supply chain. |
| ○ | Projected
production of 30,000 tonnes per year of lithium hydroxide monohydrate (LHM), with project
economics calculated for a 45-year life-of-mine |
| ○ | After-tax
NPV at 8% of $2.57 billion and IRR of 21.8%, underscoring its financial viability |
| ○ | Highly
competitive production cost of $4,307 per tonne, representing a 9.2% reduction from the Company’s
April 2024 Initial Assessment |
| ○ | Total
TFLP lithium resources (measured, indicated, and inferred) increased approximately 11% to
21.3 million tonnes LHM, and establishment of 2.73 million tonnes of proven (0.98) and probable
(1.75) reserves |
| ● | ABTC
has successfully advanced its claystone-to-lithium hydroxide pilot plant and is now focused
on scaling the pilot plant into a full-scale commercial refinery |
| ● | The
company has progressed into the development of its Definitive Feasibility Study, the final
phase of engineering and analysis required to move the project into commercial production |
About
American Battery Technology Company
American
Battery Technology Company (ABTC), headquartered in Reno, Nevada, has pioneered first-of-kind technologies to unlock domestically manufactured
and recycled battery metals critically needed to help meet the significant demand from the electric vehicle, stationary storage, and
consumer electronics industries. Committed to a circular supply chain for battery metals, ABTC works to continually innovate and master
new battery metals technologies that power a global transition to electrification and the future of sustainable energy.
Inferred
Resource
Inferred
Mineral Resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological
evidence and sampling. The level of geological uncertainty associated with an Inferred Mineral Resource is too high to apply relevant
technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic
viability. Because an Inferred Mineral Resource has the lowest level of geological confidence of all mineral resources, which prevents
the application of the modifying factors in a manner useful for evaluation of economic viability, an Inferred Mineral Resource may not
be considered when assessing the economic viability of a mining project, and may not be converted to a mineral reserve.
Indicated
Resource
Indicated
Mineral Resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological
evidence and sampling. The level of geological certainty associated with an Indicated Mineral Resource is sufficient to allow a qualified
person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit.
Because an Indicated Mineral Resource has a lower level of confidence than the level of confidence of a Measured Mineral Resource, an
Indicated Mineral Resource may only be converted to a Probable Mineral Reserve.
Measured
Resource
Measured
Mineral Resource is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive
geological evidence and sampling. The level of geological certainty associated with a Measured Mineral Resource is sufficient to allow
a qualified person to apply modifying factors, as defined in this section, in sufficient detail to support detailed mine planning and
final evaluation of the economic viability of the deposit. Because a Measured Mineral Resource has a higher level of confidence than
the level of confidence of either an Indicated Mineral Resource or an Inferred Mineral Resource, a Measured Mineral Resource may be converted
to a Proven Mineral Reserve or to a Probable Mineral Reserve.
Mineral
Reserve
Mineral
Reserve is an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified
person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or
indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or
extracted.
Probable
Mineral Reserve
Probable
Mineral Reserve is the economically mineable part of an indicated and, in some cases, a measured mineral resource.
Proven
Mineral Reserve
Proven
Mineral Reserve is the economically mineable part of a measured mineral resource and can only result from conversion of a measured mineral
resource.
Pre-Feasibility
Study
A
Preliminary Feasibility Study (or Pre-Feasibility Study) is a comprehensive study of a range of options for the technical and economic
viability of a mineral project that has advanced to a stage where a qualified person has determined (in the case of underground mining)
a preferred mining method, or (in the case of surface mining) a pit configuration, and in all cases has determined an effective method
of mineral processing and an effective plan to sell the product. A Pre-Feasibility Study includes a financial analysis based on reasonable
assumptions, based on appropriate testing, about the modifying factors and the evaluation of any other relevant factors that are sufficient
for a qualified person to determine if all or part of the Indicated and Measured Mineral Resources may be converted to mineral reserves
at the time of reporting. The financial analysis must have the level of detail necessary to demonstrate, at the time of reporting, that
extraction is economically viable. A Pre-Feasibility Study is less comprehensive and results in a lower confidence level than a feasibility
study. A Pre-Feasibility study is more comprehensive and results in a higher confidence level than an Initial Assessment.
Initial
Assessment
An
Initial Assessment is a preliminary technical and economic study of the economic potential of all or parts of mineralization to support
the disclosure of mineral resources. The Initial Assessment must be prepared by a qualified person and must include appropriate assessments
of reasonably assumed technical and economic factors, together with any other relevant operational factors, that are necessary to demonstrate
at the time of reporting that there are reasonable prospects for economic extraction. An Initial Assessment is required for disclosure
of mineral resources but cannot be used as the basis for disclosure of mineral reserves. An Initial Assessment is preliminary in nature
and includes Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied
that would enable them to be classified as mineral reserves. There is no certainty that the economic results of an initial assessment
will be realized. The mineral resource estimates presented in the ABTC Tonopah Flats Initial Assessment were performed by third-party,
qualified person RESPEC, LLC and were classified by geological and quantitative confidence in accordance with the Securities and Exchange
Commission (SEC) Regulation S-K 1300.
Forward-Looking
Statements
This
press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, are “forward-looking statements.”
Although the American Battery Technology Company’s (the “Company”) management believes that such forward-looking statements
are reasonable, it cannot guarantee that such expectations are, or will be, correct. Forward looking statements include, among other
things, statements concerning: offtake agreements with customers; the Company’s future sales of products to customers, including
the amounts, timing, and types of products included within those sales; potential loans, grants, and debt financing arrangements, including
due diligence, the amount and type of debt, its syndication, and the schedule for closing; the scale of the battery recycling operations;
the anticipated production from the integrated pilot facility; the scale, construction, and operation of the battery recycling operations,
integrated pilot facility, Tonopah Flats Lithium Project, and commercial lithium mine and refinery; and the costs, schedules, production
and economic projections associated with the foregoing. These forward-looking statements involve a number of risks and uncertainties,
which could cause the Company’s future results to differ materially from those anticipated. Potential risks and uncertainties include,
among others, risks and uncertainties related to the Company’s ability to continue as a going concern; interpretations or reinterpretations
of geologic information, unfavorable exploration results, inability to obtain permits required for future exploration, development or
production, general economic conditions and conditions affecting the industries in which the Company operates; the uncertainty of regulatory
requirements and approvals; fluctuating mineral and commodity prices, final investment approval and the ability to obtain necessary financing
on acceptable terms or at all. Additional information regarding the factors that may cause actual results to differ materially from these
forward-looking statements is available in the Company’s filings with the Securities and Exchange Commission, including the Annual
Report on Form 10-K for the year ended June 30, 2025. The Company assumes no obligation to update any of the information contained or
referenced in this press release.
1NON-GAAP
FINANCIAL MEASURES
To
supplement its financial information, the Company has presented, and/or may discuss on the conference call, adjusted measures. All adjusted
measures are non-GAAP financial measures, as defined in Regulation G of the Securities Exchange Act of 1934, as amended. The Company
reports its financial results in compliance with GAAP but believes that also discussing non-GAAP measures provides investors with (i)
financial measures the Company uses in the management of its business and (ii) additional, meaningful comparisons of current results
to prior periods’ results by excluding items that the Company does not believe reflect its fundamental business performance and
are not representative or indicative of its results of operations. The quantitative reconciliations of non-GAAP measures to the most
comparable GAAP measures are included in the accompanying schedules. Non-GAAP measures should not be considered a substitute for financial
measures presented in accordance with GAAP.
###
American
Battery Technology Company
Media
Contact:
Tiffiany
Moehring
tmoehring@batterymetals.com
720-254-1556
AMERICAN
BATTERY TECHNOLOGY COMPANY
Unaudited
Condensed Consolidated Balance Sheets
| | |
December
31, 2025 | | |
June
30, 2025 | |
| ASSETS | |
| | | |
| | |
| | |
| | | |
| | |
| Cash | |
$ | 47,894,544 | | |
$ | 7,474,304 | |
| Accounts receivable | |
| 4,169,522 | | |
| 2,799,603 | |
| Inventory (Note 4) | |
| 284,701 | | |
| 408,147 | |
| Grants receivable (Note 5) | |
| 450,048 | | |
| 244,238 | |
| Prepaid expenses and other | |
| 5,702,685 | | |
| 2,884,899 | |
| Subscription receivable | |
| - | | |
| 925,077 | |
| Restricted cash | |
| 800,000 | | |
| 5,000,000 | |
| Assets held-for-sale (Note
7) | |
| 3,752,344 | | |
| 9,795,842 | |
| | |
| | | |
| | |
| Total current assets | |
| 63,053,844 | | |
| 29,532,110 | |
| | |
| | | |
| | |
| Property and equipment, net (Note 6) | |
| 50,394,349 | | |
| 45,469,853 | |
| Mining properties (Note 8) | |
| 8,892,707 | | |
| 8,392,977 | |
| Intangible assets (Note 9) | |
| 766,694 | | |
| 766,694 | |
| Right-of-use asset (Note
12) | |
| 234,883 | | |
| 296,157 | |
| | |
| | | |
| | |
| Total
assets | |
$ | 123,342,477 | | |
$ | 84,457,791 | |
| | |
| | | |
| | |
| LIABILITIES & STOCKHOLDERS’
EQUITY | |
| | | |
| | |
| | |
| | | |
| | |
| Accounts payable and accrued liabilities (Note
10) | |
$ | 4,113,407 | | |
$ | 5,822,987 | |
| Operating lease liability | |
| 123,421 | | |
| 115,863 | |
| Notes payable (Note 11) | |
| - | | |
| 7,729,755 | |
| | |
| | | |
| | |
| Total current liabilities | |
| 4,236,828 | | |
| 13,668,605 | |
| | |
| | | |
| | |
| Operating lease liability,
long-term | |
| 126,994 | | |
| 190,163 | |
| | |
| | | |
| | |
| Total liabilities | |
| 4,363,822 | | |
| 13,858,768 | |
| | |
| | | |
| | |
| STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| | |
| | | |
| | |
| Common Stock Authorized: 250,000,000 common shares, par value of $0.001
per share; Issued and outstanding: 131,033,324 and 97,398,519 common shares as of December 31, 2025 and June 30, 2025, respectively | |
| 131,030 | | |
| 97,396 | |
| | |
| | | |
| | |
| Additional paid-in capital | |
| 398,519,119 | | |
| 329,667,507 | |
| Common stock issuable | |
| - | | |
| 925,077 | |
| Accumulated deficit | |
| (279,671,494 | ) | |
| (260,090,957 | ) |
| | |
| | | |
| | |
| Total stockholders’
equity | |
| 118,978,655 | | |
| 70,599,023 | |
| | |
| | | |
| | |
| Total
liabilities and stockholders’ equity | |
$ | 123,342,477 | | |
$ | 84,457,791 | |
AMERICAN
BATTERY TECHNOLOGY COMPANY
Unaudited
Condensed Consolidated Statements of Operations
| | |
Three
months ended December
31, 2025 | | |
Three
months ended December
31, 2024 | | |
Six
months ended December
31, 2025 | | |
Six
months ended December
31, 2024 | |
| Revenue | |
$ | 4,759,831 | | |
$ | 332,440 | | |
$ | 5,697,420 | | |
$ | 534,400 | |
| Cost of goods sold | |
| 6,359,208 | | |
| 3,305,743 | | |
| 10,813,439 | | |
| 5,848,384 | |
| Gross
loss | |
| (1,599,377 | ) | |
| (2,973,303 | ) | |
| (5,116,019 | ) | |
| (5,313,984 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Expenses: | |
| | | |
| | | |
| | | |
| | |
| General and administrative | |
$ | 3,909,374 | | |
$ | 7,673,022 | | |
$ | 7,537,501 | | |
$ | 12,682,863 | |
| Research and development | |
| 3,817,635 | | |
| 2,919,865 | | |
| 6,515,274 | | |
| 4,952,000 | |
| Exploration costs | |
| 548,100 | | |
| 234,568 | | |
| 839,051 | | |
| 655,075 | |
| Total
operating expenses | |
| 8,275,109 | | |
| 10,827,455 | | |
| 14,891,826 | | |
| 18,289,938 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net
loss before other income (expense) | |
| (9,874,486 | ) | |
| (13,800,758 | ) | |
| (20,007,845 | ) | |
| (23,603,922 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other
income (expense) | |
| | | |
| | | |
| | | |
| | |
| Interest income (expense) | |
| 312,089 | | |
| 597 | | |
| 305,620 | | |
| (3,978 | ) |
| Amortization and accretion of financing costs | |
| - | | |
| (732,197 | ) | |
| (307,428 | ) | |
| (1,904,546 | ) |
| Change in fair value of derivative liability | |
| - | | |
| - | | |
| - | | |
| 705,184 | |
| Loss on debt extinguishment | |
| - | | |
| - | | |
| - | | |
| (675,648 | ) |
| Loss on private placement | |
| - | | |
| - | | |
| - | | |
| (567,161 | ) |
| Change in fair value of liability-classified
financial instruments | |
| - | | |
| 1,116,388 | | |
| - | | |
| 875,100 | |
| Other income | |
| 281,426 | | |
| 15,464 | | |
| 429,116 | | |
| 79,896 | |
| Total
other income (expense) | |
| 593,515 | | |
| 400,252 | | |
| 427,308 | | |
| (1,491,153 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net
loss | |
$ | (9,280,971 | ) | |
$ | (13,400,506 | ) | |
$ | (19,580,537 | ) | |
$ | (25,095,075 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net
loss per share, basic and diluted | |
$ | (0.07 | ) | |
$ | (0.18 | ) | |
$ | (0.16 | ) | |
$ | (0.35 | ) |
| Weighted average shares
outstanding | |
| 129,287,997 | | |
| 75,315,210 | | |
| 120,761,542 | | |
| 72,123,576 | |