AMERICAN BATTERY MATERIALS (BLTH) director logs note extensions and convertible share rights

Rhea-AI Filing Summary

AMERICAN BATTERY MATERIALS, INC. director Justin J. Vorwerk reported restructuring-related transactions involving common stock and convertible notes. On March 17, 2026, he recorded an “other” transaction in 20,875 shares of common stock at $3.75 per share, leaving him with 56,270 common shares held directly.

The filing explains that these common shares were issued as consideration for extending the maturity dates of convertible notes under a note extension agreement. Two “Convertible Note” positions are also reported with “other acquisition or disposition” codes, reflecting changes tied to maturity extensions and adjustments rather than open-market trades.

One convertible note, originally issued on March 22, 2024, now has principal of $343,174 after an MFN adjustment and multiple maturity extensions, and is convertible into 87,993 common shares. Another note, originally issued on February 10, 2025, has current principal of $14,974 and is convertible into 3,839 common shares. Both notes are described as pari passu with other noteholders and convertible at a 35% discount to the uplist price if the company uplists to a senior exchange, with the price expected to be $6.00 per share.

Insights

Capital structure analyst

Filing shows equity issued for note extensions and sizable convertible overhang.

The Form 4 for AMERICAN BATTERY MATERIALS, INC. details restructuring-type transactions, not open-market buying or selling. Common shares were issued to director Justin J. Vorwerk as consideration for extending convertible note maturities, and two convertible note positions are updated.

One note now has principal of $343,174 and is convertible into 87,993 common shares, while another has principal of $14,974 convertible into 3,839 shares. Both convert at a 35% discount to the uplist price if the company uplists to a senior exchange, with the expected price referenced as $6.00 per share.

Together with the 20,875 common shares issued at $3.75 per share and post-transaction holdings of 56,270 common shares, the filing highlights potential future dilution from these convertibles. Actual impact depends on any future uplist and note conversion, which are described but not timed here.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider VORWERK JUSTIN J

Role null

Type	Security	Shares	Price	Value
Other	Common Stock	20,875	$3.75	$78K
Other	Convertible Note 2	1	$14,974.00	$15K
Other	Convertible Note 1	1	$343,174.00	$343K

Holdings After Transaction: Common Stock — 56,270 shares (Direct, null); Convertible Note 2 — 3 shares (Direct, null); Convertible Note 1 — 2 shares (Direct, null)

Footnotes (1)

1. Represents shares of common stock issued in consideration for the extension of the maturity date of convertible notes, pursuant to the terms of the note extension agreement. Convertible note issued on 3/22/2024 in the amount of $138,084, with current principal of $343,174 after MFN adjustment on 10/23/2024 and subsequent maturity extensions on 4/1/2025, 7/31/2025, 10/31/2025 and 1/31/2026 Pari-Passu with other noteholders. Convertible at a 35% discount to the uplist price if the company uplists to a senior exchange. Price expected to be $6.00 per share. Convertible note originally issued on 2/10/2025 in the amount of $10,000, with current principal of $14,974 after subsequent maturity extensions on 4/1/2025, 7/31/2025, 10/31/2025 and 1/31/2026 Pari-Passu with other noteholders and convertible at a 35% discount to the uplist price if the company uplists to a senior exchange. Price expected to be $6.00 per share.

Key Figures

Common shares in J transaction: 20,875 shares Director common shares after transaction: 56,270 shares Convertible Note 1 principal: $343,174 +5 more

8 metrics

Common shares in J transaction 20,875 shares Common Stock, transaction dated March 17, 2026 at $3.75/share

Director common shares after transaction 56,270 shares Total common stock directly held following March 17, 2026 transaction

Convertible Note 1 principal $343,174 Current principal after MFN adjustment and extensions on note issued March 22, 2024

Convertible Note 1 underlying shares 87,993 shares Common stock underlying Convertible Note 1 at $6.00 expected price

Convertible Note 2 principal $14,974 Current principal after maturity extensions on note originally issued February 10, 2025

Convertible Note 2 underlying shares 3,839 shares Common stock underlying Convertible Note 2 at $6.00 expected price

Conversion discount 35% discount Discount to uplist price if company uplists to a senior exchange

Expected uplist price $6.00 per share Price expected for conversion of the convertible notes as described

Key Terms

note extension agreement, Convertible note, MFN adjustment, Pari-Passu, +1 more

5 terms

note extension agreement financial

"shares of common stock issued in consideration for the extension of the maturity date of convertible notes, pursuant to the terms of the note extension agreement"

Convertible note financial

"Convertible note issued on 3/22/2024 in the amount of $138,084, with current principal of $343,174"

A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.

MFN adjustment financial

"current principal of $343,174 after MFN adjustment on 10/23/2024 and subsequent maturity extensions"

Pari-Passu financial

"subsequent maturity extensions on 4/1/2025, 7/31/2025, 10/31/2025 and 1/31/2026 Pari-Passu with other noteholders"

uplist price financial

"convertible at a 35% discount to the uplist price if the company uplists to a senior exchange"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

VORWERK JUSTIN J

(Last) (First) (Middle)

500 WEST PUTNAM AVE SUITE 400

(Street)

GREENWICH CONNECTICUT 06830

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
AMERICAN BATTERY MATERIALS, INC. [ BLTH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	03/17/2026		J		20,875	A	$3.75	56,270	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Note 1(2)	$6	03/22/2024	03/22/2024	J		1		06/30/2026	06/30/2026	Common Stock	87,993	$343,174	2	D
Convertible Note 2(3)	$6	02/10/2025	02/10/2025	J		1		06/30/2026	06/30/2026	Common Stock	3,839	$14,974	3	D

Explanation of Responses:

1. Represents shares of common stock issued in consideration for the extension of the maturity date of convertible notes, pursuant to the terms of the note extension agreement.

2. Convertible note issued on 3/22/2024 in the amount of $138,084, with current principal of $343,174 after MFN adjustment on 10/23/2024 and subsequent maturity extensions on 4/1/2025, 7/31/2025, 10/31/2025 and 1/31/2026 Pari-Passu with other noteholders. Convertible at a 35% discount to the uplist price if the company uplists to a senior exchange. Price expected to be $6.00 per share.

3. Convertible note originally issued on 2/10/2025 in the amount of $10,000, with current principal of $14,974 after subsequent maturity extensions on 4/1/2025, 7/31/2025, 10/31/2025 and 1/31/2026 Pari-Passu with other noteholders and convertible at a 35% discount to the uplist price if the company uplists to a senior exchange. Price expected to be $6.00 per share.

	/s/ Justin Vorwerk	05/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did BLTH director Justin Vorwerk report?

Director Justin J. Vorwerk reported an “other” transaction in 20,875 shares of AMERICAN BATTERY MATERIALS common stock at $3.75 per share. These shares were issued as consideration for extending the maturity dates of convertible notes under a note extension agreement, not as an open-market trade.

How many AMERICAN BATTERY MATERIALS (BLTH) shares does the director hold after this Form 4?

After the reported transaction, Justin J. Vorwerk directly holds 56,270 shares of AMERICAN BATTERY MATERIALS common stock. This reflects the addition of 20,875 shares issued in connection with the convertible note maturity extension described in the filing’s footnotes and transaction table.

What are the key terms of BLTH’s larger convertible note held by the director?

One convertible note was issued on March 22, 2024, with current principal of $343,174 after an MFN adjustment and multiple maturity extensions. It is pari passu with other noteholders and convertible into 87,993 common shares at a 35% discount to the uplist price if the company uplists.

What are the terms of the second BLTH convertible note in Justin Vorwerk’s Form 4?

A second convertible note was originally issued on February 10, 2025, with current principal of $14,974 after several maturity extensions. It is also pari passu with other noteholders and convertible into 3,839 common shares at a 35% discount to the company’s uplist price, expected to be $6.00 per share.

Does the BLTH Form 4 show open-market buying or selling by the director?

The Form 4 uses transaction code J, labeled as “Other acquisition or disposition,” and transaction_direction “other” for all entries. It describes shares issued and notes adjusted in connection with a note extension agreement, rather than traditional open-market purchases or sales of AMERICAN BATTERY MATERIALS common stock.

How could the BLTH convertible notes affect future share count if converted?

The filing shows two convertible notes tied to potential issuances of 87,993 and 3,839 common shares. Both convert at a 35% discount to the uplist price if AMERICAN BATTERY MATERIALS uplists to a senior exchange, with the price expected to be $6.00 per share in the described structure.