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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): May 29, 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.
On
May 29, 2026, the Board of Directors (the “Board”) of American Battery Technology Company (the “Company”) approved
a Special Performance-Based Restricted Stock Unit Award Agreement (the “Award Agreement”) with Ryan Melsert, the Company’s
Chief Executive Officer, Chief Technology Officer, and a member of the Board. Pursuant to the Award Agreement, the Company granted Mr.
Melsert 2,200,000 restricted stock units (the “Units”), with each Unit representing the right to earn, on a one-for-one basis,
shares of the Company’s common stock (“Common Stock”), pursuant to the American Battery Metals Corporation 2021 Equity
Incentive Plan (the “Plan”). Any defined terms used but not defined herein shall have the respective meanings ascribed to
such terms in the Award Agreement and Plan.
The
Units are subject to performance-based conditions over a four-year performance period (the “Performance Period”) beginning
on May 29, 2026 (the “Grant Date”) and ending on the fourth anniversary of the Grant Date. The Units will be earned, if at
all, upon the Company’s achievement of the following performance milestones, with each performance milestone entitling Mr. Melsert
to earn 440,000 Units:
| |
● |
Achievement
of an average Common Stock closing price of at least $10 over any consecutive 60-day trading period; |
| |
● |
Revenue from operations
and government contract reimbursements over any consecutive four quarters of at least $100 million; |
| |
● |
Issuance of a positive
Record of Decision from the NEPA Environmental Impact Statement review process for the Tonopah Flats Lithium Project; |
| |
● |
The issuance of a positive
Financial Investment Decision, or Notice to Proceed, by the Company to proceed with the execution of the Tonopah Flats Lithium Project;
and |
| |
● |
Execution of a long-term
offtake agreement with a partner for the sale of products or providing of services with a total agreement value of at least $50 million. |
If
all five performance milestones are achieved prior to the third anniversary of the Grant Date, Mr. Melsert will earn an additional 50%
of the originally granted number of Units, or an additional 1,100,000 Units (the “Bonus Units”).
Upon
the date a performance milestone is achieved, a prorated portion of the earned Units, including any Bonus Units, will immediately vest
based on the number of completed quarters during the four-year Performance Period, with the remainder of unvested earned Units and Bonus
Units continuing to vest in equal quarterly installments during the remainder of the Performance Period.
All
earned Units will automatically vest upon the termination of Mr. Melsert’s employment by the Company without Cause, due to Mr.
Melsert’s death or Disability, or upon the voluntary termination of employment with Good Reason. In addition, upon termination
of employment without Cause within 12 months of a Change in Control, or the voluntary termination of employment with Good Reason within
12 months of a Change in Control, all outstanding Units shall be deemed earned and will vest in full. For the avoidance of doubt, any
Units deemed earned in connection with a Change in Control will not include any Bonus Units.
Any
Units that are not earned during the Performance Period will be cancelled and forfeited to the Company on the earliest to occur of (i)
the fourth anniversary of the Grant Date or (ii) termination of Mr. Melsert’s employment for any reason not in connection with
a Change in Control. If Mr. Melsert’s employment terminates prior to the fourth anniversary of the Grant Date for any reason other
than termination without Cause, death, Disability, or voluntary termination with Good Reason, Mr. Melsert will forfeit all right, title
and interest in the earned Units.
If
dividends or other distributions are paid with respect to the Common Stock while the Units are outstanding, the dollar amount or fair
market value of such dividends or distributions will be converted into additional Units, subject to the same vesting and transfer restrictions
as the underlying Units.
The
Units are non-transferable and may not be pledged, hypothecated, or otherwise encumbered, except by will or the laws of descent and distribution.
The
foregoing description of the Award Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Award Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
Number |
|
Description
of Exhibit |
| |
|
|
| 10.1 |
|
Special Performance-Based Restricted Stock Unit Award Agreement, dated May 29, 2026, between American Battery Technology Company and Ryan Melsert |
| 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: June 3, 2026 |
By: |
/s/ Ryan Melsert |
| |
|
Ryan Melsert |
| |
|
Chief Executive Officer |
