American Battery extends notes, ties terms to uplist

Q: How do the amended notes affect BLTH’s debt if the NYSE American uplist is not completed?

If the uplist is not consummated by September 30, 2026, the principal on the amended notes will automatically increase 15%, adding $1,459,217 and taking total principal to $11,187,330.

Q: What is the key condition tied to the amended BLTH notes?

The key condition is consummation of an uplist of BLTH common stock to NYSE American on or before September 30, 2026; failure to meet it triggers both a debt principal increase and additional share issuance.

American Battery Materials Inc. (BLTH) amended certain outstanding promissory and convertible notes, extending their maturity date to September 30, 2026.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

American Battery Materials Inc. (BLTH) amended certain outstanding promissory and convertible notes, extending their maturity date to September 30, 2026. If the company has not consummated an uplist of its common stock to NYSE American on or before that date, the principal on the notes will automatically increase 15%, adding $1,459,217 and bringing total principal to $11,187,330. Under the same uplist condition, the company will also automatically issue 612,476 shares of common stock to the noteholders. The company states that, with these amendments, it is not in default under any of its notes.

Positive

Extension of note maturity to September 30, 2026 removes near-term default risk and the company states it is not in default under any notes.

Negative

Failure to uplist to NYSE American by September 30, 2026 will trigger a 15% principal increase of $1,459,217 to total $11,187,330, plus issuance of 612,476 new shares, increasing debt and potential dilution.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Key Figures

Extended maturity date: September 30, 2026 Principal increase amount: $1,459,217 Total principal after increase: $11,187,330 +1 more

4 metrics

Extended maturity date September 30, 2026 New maturity date for the amended promissory and convertible notes

Principal increase amount $1,459,217 15% automatic principal increase if uplist not consummated by September 30, 2026

Total principal after increase $11,187,330 Total principal of the notes if the 15% increase is triggered

Additional shares to be issued 612,476 shares Common stock to be issued to noteholders if uplist condition is not met

Key Terms

uplist, convertible notes, material definitive agreement

3 terms

uplist market

"consummated an uplist of its common stock to NYSE American"

Uplist means a publicly traded company moving its shares from a smaller trading venue to a larger, more prestigious stock exchange or tier. Think of a local shop opening a storefront in a major shopping mall: it can attract more customers, make shares easier to buy and sell, and signal that the company meets stricter listing rules — all factors that can increase investor interest and access to capital.

convertible notes financial

"amendments to certain outstanding promissory notes and convertible notes"

Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.

material definitive agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What agreement did AMERICAN BATTERY MATERIALS INC. (BLTH) enter into on August 25, 2026?

BLTH entered into amendments to certain outstanding promissory and convertible notes, extending their maturity to September 30, 2026 and adding conditional principal and equity incentives tied to an uplist to NYSE American.

How do the amended notes affect BLTH’s debt if the NYSE American uplist is not completed?

If the uplist is not consummated by September 30, 2026, the principal on the amended notes will automatically increase 15%, adding $1,459,217 and taking total principal to $11,187,330.

Will AMERICAN BATTERY MATERIALS INC. (BLTH) issue additional shares under these note amendments?

Yes. If BLTH does not consummate an uplist to NYSE American by September 30, 2026, it will automatically issue 612,476 shares of common stock to the noteholders.

Is AMERICAN BATTERY MATERIALS INC. currently in default on its notes after these amendments?

The company states that, with these amendments in place, it is not in default under any of its notes.

What is the key condition tied to the amended BLTH notes?

The key condition is consummation of an uplist of BLTH common stock to NYSE American on or before September 30, 2026; failure to meet it triggers both a debt principal increase and additional share issuance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/25/2026 - 09:14 AM EDT Accepted by SEC EDGAR 08/25/2026 - 09:13 AM EDT

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 25, 2026

AMERICAN BATTERY MATERIALS INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-41594	22-3956444
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

500 West Putnam Ave., Suite 400
Greenwich, Connecticut		06830
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (800) 998-7962

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:

☐	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		BLTH		N/A

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. ☐

CURRENT REPORT ON FORM 8-K

American Battery Materials Inc. (the “Company”)

August 25, 2026

Item 1.01 Entry into a Material Definitive Agreement.

On or about the date hereof, the Company entered into amendments to certain outstanding promissory notes and convertible notes. Pursuant to the amendments, the maturity date of the notes has been extended to September 30, 2026. In the event that the Company shall not have consummated an uplist of its common stock to NYSE American on or prior to September 30, 2026, then, effective as of September 30, 2026, the principal amount due under the notes shall be increased 15% for a total increase of $1,459,217, taking the total principal of the notes to $11,187,330. Such principal increase shall be automatic and without the necessity of any further action by any of the parties. In addition, in the event that the Company shall not have consummated an uplist of its common stock to NYSE American on or prior to September 30, 2026, then, effective as of September 30, 2026, the Company shall arrange for the issuance of six hundred twelve thousand four hundred seventy-six (612,476) shares of Common Stock to the noteholders. Such issuance of additional shares shall be automatic and without the necessity of any further action by any of the parties. With these amendments, the Company is not in default under any of its notes.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMERICAN BATTERY MATERIALS INC.

Date: August 25, 2026	By:	/s/ David E. Graber
		David E. Graber
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents