American Battery Materials Insider Converts Convertible Note to 97k Shares

Rhea-AI Filing Summary

David Edward Graber, listed as Chief Executive Officer, Director and 10% owner of American Battery Materials, Inc. (BLTH), reported a conversion of a derivative security into 97,072 shares of common stock following exercise of a convertible note. The convertible note shows a tentative conversion price of $6.35 and a reported underlying value of $400,663.67 after adjustments. The note was originally issued on 03/21/2024 for $254,713.44 and, per the filing, the principal increased to $400,663.67 following a most-favored-nation adjustment on 10/23/2024 and maturity extensions on 04/01/2025 and 07/31/2025. The notes are described as pari-passu with other noteholders and convertible at a 35% discount to the uplist price if/when the company uplists to Nasdaq or NYSE. The Form 4 is signed by Mr. Graber on 09/22/2025.

Positive

• Conversion reduces outstanding convertible principal by moving debt-like obligation into equity.
• Disclosure includes detailed explanatory note (original issue date, MFN adjustment, maturity extensions), improving transparency.

Negative

• Creates dilution of 97,072 shares to existing shareholders.
• Conversion terms are tied to a 35% discount to a future uplist price, making the effective conversion economics contingent on an uplisting event.

Insights

Financial Analyst

TL;DR: Insider converted a note into ~97k shares, reducing debt but increasing outstanding shares; impact depends on company size and uplist outcome.

The conversion of a derivative into 97,072 common shares at a tentative $6.35 per share represents a shift from debt-like exposure to equity for this reporting person. The filing explicitly states the convertible note principal rose to $400,663.67 after an MFN adjustment and maturity extensions. From a capital-structure perspective, conversion reduces the company's convertible liability exposure but dilutes existing shareholders by the stated share amount. Materiality will depend on BLTH's total shares outstanding, which is not provided in this filing. The 35% discount to a future uplist price ties conversion economics to an uplisting event, creating contingent dilution that may be significant if an uplist occurs at a higher valuation.

Corporate Governance Expert

TL;DR: CEO and 10% owner executed conversion; disclosure shows related-party movement that is important for governance and transparency.

The Form 4 clearly discloses that David Graber, as CEO, director and 10% owner, converted a convertible instrument into common stock. The filing includes an explicit explanation of the original issue date, MFN adjustment, maturity extensions, and conversion mechanics tied to an uplist discount, which are relevant governance details. The disclosure appears to meet Form 4 requirements by specifying amounts, dates and the nature of the instrument, and it is signed by the reporting person. No additional related-party agreements or approvals are referenced in the document.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Graber David Edward

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Other	Convertible Note	1	$400,663.67	$401K

Holdings After Transaction: Convertible Note — 1 shares (Direct)

Footnotes (1)

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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^*

Graber David Edward

(Last) (First) (Middle)

954 PONCE DE LEON #205

(Street)

SAN JUAN PR 00907

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2025

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

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

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

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

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)	$6.35	03/31/2024	03/31/2024	J		1		10/31/2025	10/31/2025	Common Stock	97,072	$400,663.67	1	D

Explanation of Responses:

1. Convertible note originally issued on 3/21/2024 in the amount of $254,713.44, with current principal of $400,663.67 after after MFN adjustment on 10/23/2024 and subsequent maturity extensions on 4/1/2025 and 7/31/2025 Pari-Passu with other noteholders convertible at a 35% discount to the uplist price if/when the company is able to uplist to Nasdaq or NYSE. Tentatively, the price is $6.35

	/s/ David Graber	09/22/2025
	** 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.

FAQ

What did David Graber report on the Form 4 for BLTH?

He reported conversion of a derivative (convertible note) resulting in 97,072 shares of common stock reported as beneficially owned following the transaction.

What is the reported value and conversion price of the converted note?

The filing shows an underlying value of $400,663.67 and a tentative conversion price of $6.35.

When was the original convertible note issued and how did its principal change?

The note was originally issued on 03/21/2024 for $254,713.44 and the principal rose to $400,663.67 after an MFN adjustment on 10/23/2024 and maturity extensions on 04/01/2025 and 07/31/2025.

Are there any special conversion conditions disclosed?

Yes. The notes are described as pari-passu with other noteholders and are convertible at a 35% discount to the uplist price if the company uplists to Nasdaq or NYSE.

What is the reporting person's relationship to American Battery Materials, Inc.?

The reporting person, David Edward Graber, is listed as Chief Executive Officer, a Director, and a 10% owner.

When was the Form 4 signed?

The Form 4 is signed by David Graber on 09/22/2025.