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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): September 19, 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
8.01 Other Events.
As
previously disclosed, on April 3, 2024, American Battery Technology Company (the “Company”) entered into an ATM Sales Agreement
(the “Sales Agreement”) with Virtu Americas LLC (the “Sales Agent”), pursuant to which the Company may offer
and sell, from time to time through the Sales Agent, shares (the “Shares”) of the Company’s common stock, par value
$0.001 per share, subject to the terms and conditions of the Sales Agreement.
On
September 19, 2025, the Company filed a prospectus supplement to its registration statement on Form S-3 (File No. 333-276329) related
to the offer and sale from time to time of the Shares having an aggregate offering price of up to $50,000,000. The foregoing description
of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which
was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 3, 2024. The opinion of Holland & Hart
LLP, the Company’s counsel, regarding the legality of the Shares that may be issued pursuant to the Prospectus Supplement and in
accordance with the terms and conditions of the Sales Agreement is filed herewith as Exhibit 5.1 and is incorporated herein by reference.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares discussed herein,
nor shall there be any offer, solicitation, or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 5.1 |
|
Opinion of Holland & Hart LLP as to the legality of the Shares |
| |
|
|
| 23.1 |
|
Consent of Holland & Hart LLP (included in Exhibit 5.1) |
| |
|
|
| 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:
September 19, 2025 |
By: |
/s/
Ryan Melsert |
| |
|
Ryan
Melsert |
| |
|
Chief
Executive Officer |
