American Battery Technology (NASDAQ: ABAT) details board resignation and new director pay

Rhea-AI Filing Summary

American Battery Technology Company reported a planned board transition, with director Sherif Marakby resigning from the Board and its audit and governance committees effective September 15, 2025. His resignation aligns with the Board’s succession plan and is not due to any disagreement over the company’s operations, policies, or practices.

The Board appointed Lavanya Balakrishnan as a new director effective September 16, 2025, and named her to the audit, compensation, and corporate governance and nominating committees. Under a director agreement effective on that date, she will receive $25,000 per year in cash, plus eligibility for annual RSU awards valued at $150,000, both paid quarterly in arrears and subject to vesting after her first-year anniversary. In a change in control, she is eligible for additional RSUs valued at $75,000, and she may elect to receive her compensation in RSUs instead of cash.

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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): August 28, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Director

On August 28, 2025, Sherif Marakby notified the Board of Directors (the “Board”) of American Battery Technology Company (the “Company”) of his resignation from the Board and all positions of the Company, including as a member of the Company’s audit committee and corporate governance and nominating committee, effective September 15, 2025. Mr. Marakby’s resignation was aligned with the Board’s succession plan for independent directors, and it was not the result of any disagreements with the Company relating to the Company’s operations, policies, or practices.

Appointment of Director

On August 29, 2025, the Board appointed Lavanya Balakrishnan as a director of the Company, effective September 16, 2025 (the “Effective Date”), to serve until the Company’s next annual meeting of stockholders or until her earlier resignation or removal. In connection with her appointment to the Board, Ms. Balakrishnan was also appointed to serve as a member of the Company’s audit committee, compensation committee, and corporate governance and nominating committee.

In connection with her appointment, Ms. Balakrishnan and the Company have entered into a director agreement (the “Director Agreement”), which shall become effective on the Effective Date. Pursuant to the Director Agreement, Ms. Balakrishnan shall receive $25,000 per year paid quarterly in arrears on a pro-rated basis and is eligible to receive annual equity compensation of restricted stock units (“RSUs”) of the Company, paid quarterly in arrears on a pro-rated basis of $150,000, divided by the volume weighted average price (the “VWAP”) of the twenty (20) trading days prior to the applicable end of the quarter grant date and will first vest on the last day of the fiscal quarter following the first-year anniversary of hire. In the case of a change in control (as that term is defined in the Company’s equity incentive plan or any subsequent plan that replaces that plan), Ms. Balakrishnan is eligible to receive $75,000, divided by the VWAP of the twenty (20) trading days prior to any change in control of the Company. Ms. Balakrishnan may elect to receive any of the above compensation in RSUs rather than cash, prior to the start of the Company’s compensation cycle of directors.

There are no arrangements or understandings between Ms. Balakrishnan and any other persons pursuant to which she was chosen as a director of the Company. There are no family relationships between Ms. Balakrishnan and any of the Company’s directors, executive officers, or persons nominated or chosen by the Company to become a director or executive officer. Ms. Balakrishnan is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibit
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 4, 2025	By:	/s/ Ryan Melsert
		Ryan Melsert
		Chief Executive Officer

FAQ

What board change did American Battery Technology Company (ABAT) disclose?

The company disclosed that director Sherif Marakby notified the Board of his resignation from the Board and all positions, including the audit and corporate governance and nominating committees, effective September 15, 2025. The Board also appointed Lavanya Balakrishnan as a new director effective September 16, 2025.

Why did Sherif Marakby resign from the ABAT board?

The filing states that Sherif Marakby’s resignation was aligned with the Board’s succession plan for independent directors and was not the result of any disagreements with the company regarding its operations, policies, or practices.

What committees will Lavanya Balakrishnan serve on at American Battery Technology Company (ABAT)?

Lavanya Balakrishnan has been appointed to the company’s audit committee, compensation committee, and corporate governance and nominating committee, in addition to serving as a director.

How is new director Lavanya Balakrishnan compensated by ABAT?

Under her director agreement, Lavanya Balakrishnan will receive $25,000 per year paid quarterly in arrears, and is eligible for annual RSU grants valued at $150,000, calculated using the 20-day VWAP before each quarter-end grant date. These RSUs will first vest on the last day of the fiscal quarter following her first-year anniversary of hire.

What additional compensation can Lavanya Balakrishnan receive in an ABAT change in control?

In the event of a change in control, as defined in the company’s equity incentive plan, Lavanya Balakrishnan is eligible to receive additional RSUs valued at $75,000, calculated using the 20-day VWAP prior to the change in control.

Can Lavanya Balakrishnan take her ABAT director compensation in stock instead of cash?

Yes. The agreement allows Lavanya Balakrishnan to elect to receive any of the described compensation in the form of RSUs rather than cash, provided she makes this election before the start of the company’s compensation cycle for directors.

Are there any related-party or family relationships disclosed for Lavanya Balakrishnan at ABAT?

The company states there are no arrangements or understandings with other persons for her selection as director, no family relationships with directors or executive officers, and that she is not party to any current or proposed transaction requiring disclosure under Item 404(a) of Regulation S-K.