American Battery Materials extends notes to Nov. 30, 2026

If no NYSE American uplist is completed by November 30, 2026, the amendments provide for a 15% principal increase and 779,901 Commitment Shares.

Filing Impact

(High)

Filing Sentiment

(Negative)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. amended outstanding promissory and convertible notes, extending their maturity to November 30, 2026. If the company has not completed an uplist to NYSE American on or before that date, the principal due under the notes automatically increases by 15% from the June 30, 2026 balances, a stated total increase of $1,489,217.

Under the same condition, effective November 30, 2026, the company will arrange issuance of 779,901 Commitment Shares, including 612,476 shares previously agreed to in connection with the prior extension. The shares are to be issued in book-entry format within 10 business days after full execution of the applicable agreement and, if issued, will be issued in a private placement exempt from registration.

0 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance works How Sentiment works

0 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

None.

Negative

Moderate point. Forward-looking: it has not happened yet and may not happen.Contingent note principal increase: $1,489,217 if no uplist by November 30, 2026. 9.8% of market cap

Filing Explained

As of June 30, 2026, reported cash was $5,704 against second-quarter operating cash outflow of $176,577; at that reported rate, cash equaled 2.9 days, a dated liquidity measure ahead of the notes’ November 30, 2026 maturity.

Sources and calculations

American Battery Materials, Inc. Form 8-K (2026-10-13)
American Battery Materials 2026 Q2 fundamentals (2026-06-30)

Available liquidity against the last reported quarterly operating outflow, in days at that rate $5,704 / ($176,577 / 91) = 2.9 days

8-K Event Classification

2 items: 1.01, 3.02

2 items

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.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Maturity date: November 30, 2026 Conditional principal increase: 15% Total principal increase: $1,489,217 +3 more

6 metrics

Maturity date November 30, 2026 Extended maturity date for the notes

Conditional principal increase 15% Applies if the company has not completed an uplist to NYSE American on or before November 30, 2026

Total principal increase $1,489,217 Increase from the June 30, 2026 balances if the uplist condition is not met

Commitment Shares 779,901 shares Conditional issuance includes shares previously agreed to in connection with the prior extension

Previously agreed Commitment Shares 612,476 shares Included in the 779,901 Commitment Shares

Issuance period 10 business days After full execution of the applicable agreement

Key Terms

promissory notes, convertible notes, Commitment Shares, book-entry format, +1 more

5 terms

promissory notes financial

"outstanding promissory notes"

A promissory note is a written IOU in which a borrower promises to repay a specific amount to a lender, usually with stated interest and by a set date. Investors care because these notes are a formal debt claim—like holding a scheduled payment stream—so they affect a company’s borrowing costs, cash flow and credit risk; notes can be bought, sold or used as collateral, which influences liquidity and recoveries if things go wrong.

convertible notes financial

"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.

Commitment Shares financial

"the “Commitment Shares”"

Commitment shares are shares that an investor or underwriter agrees in advance to buy as part of a fundraising deal, such as a new stock issuance or rights offering. They matter to investors because these pre-committed purchases reduce the risk that the offering will fail or that remaining shares will be sold at a steep discount, and they signal confidence or support for the transaction—think of it as a guaranteed portion of a crowd-funded goal that makes the whole campaign more likely to succeed.

book-entry format technical

"issued by the Company’s transfer agent to the Holder in book-entry format"

private placement regulatory

"issued in a private placement exempt from registration"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

FAQ

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

What happens to BLTH's notes if it does not uplist by November 30, 2026?

If the company has not completed an uplist to NYSE American on or before November 30, 2026, principal due under the notes automatically increases by 15% from the June 30, 2026 balances, a stated increase of $1,489,217.

How many Commitment Shares could BLTH issue under the amendments?

If the company has not completed an uplist to NYSE American on or before November 30, 2026, it will arrange issuance of 779,901 Commitment Shares, including 612,476 shares previously agreed to in connection with the prior extension. The shares are to be issued in book-entry format within 10 business days after full execution of the applicable agreement.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Available on EDGAR 10/13/2026 - 04:07 PM EDT Accepted by SEC EDGAR 10/13/2026 - 04:07 PM 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): October 13, 2026

AMERICAN BATTERY MATERIALS INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-41594

22-3956444

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

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”)

October 13, 2026

Item 1.01 Entry into a Material Definitive Agreement.

On or about the date hereof, the Company entered into further amendments to certain outstanding promissory notes and convertible notes. Pursuant to the amendments, the maturity date of the notes has been extended to November 30, 2026. In the event that the Company shall not have consummated an uplist to NYSE American on or prior to November 30, 2026, then, effective as of November 30, 2026, the Principal Amount due under the notes shall be increased 15% from the June 30, 2026 balances for a total increase of $1,489,217. Such principal increase shall be automatic and without the necessity of any further action by either party. In addition, in the event that the Company shall not have consummated an uplist to NYSE American on or prior to November 30, 2026, then, effective as of November 30, 2026, the Company shall arrange for the issuance of seven hundred seventy-nine thousand nine hundred one (779,901) shares of Common Stock (the “Commitment Shares”), which number includes the 612,476 Commitment Shares previously agreed to be issued in connection with the prior extension. Such shares shall be issued by the Company’s transfer agent to the Holder in book-entry format within ten (10) business days after full execution of the applicable agreement. Such issuance of additional Commitment Shares shall be automatic and without the necessity of any further action by either party.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K regarding the contingent issuance of Commitment Shares is incorporated by reference into this Item 3.02. The Commitment Shares, if and when issued, will be issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder, as a transaction by an issuer not involving a public offering.

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: October 13, 2026	By:	/s/ David E. Graber
		David E. Graber
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents