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American Battery Materials (BLTH) Form 4 — Director Stock Issuances and Convertible Notes Detail

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Jared I. Levinthal, a director of American Battery Materials, Inc. (BLTH), reported a series of non-derivative and derivative transactions increasing his common stock holdings. The Form 4 shows three reported common stock issuances: 1,304 shares on 05/07/2025 at $4.50, 1,312 shares on 05/23/2025 at $7.98 (an annual director equity grant), and 3,054 shares on 08/27/2025 at $5.00, bringing his direct beneficial ownership to 10,954 shares after the last issuance.

The filing also reports conversion-related entries for three convertible notes convertible at an expected price of $6.35 per share, reflecting underlying common shares of 11,433; 9,528; and 2,932 respectively, with stated expiration dates in October 2025. Explanations state the stock issuances were for note maturity extensions and director compensation; principal amounts and prior issue dates for each convertible note are disclosed in the filing.

Positive

  • Director increased direct equity ownership through stock issuances, rising to 10,954 shares after the reported transactions
  • Director compensation was provided in equity (1,312 shares on 05/23/2025) consistent with the Company’s Director Compensation Agreement

Negative

  • Convertible notes remain outstanding with stated principal balances (e.g., $47,190; $39,325; $12,100) and potential conversion into shares, which could dilute existing holders
  • Issuances were used to extend note maturities, indicating reliance on equity issuance to manage debt timing rather than cash repayment

Insights

TL;DR: Director received stock grants and shares issued for note extensions; convertible notes remain outstanding, affecting capitalization and governance.

The Form 4 documents routine director compensation plus share issuances tied to extensions of convertible debt. The director increased direct ownership to 10,954 shares via three equity issuances dated May and August 2025. Separately, three convertible notes remain outstanding with expected conversion pricing of $6.35 per share and aggregate indicated underlying common shares disclosed in the filing. From a governance perspective, issuance for note extensions is material to capitalization and potential future voting power, and director equity grants align compensation with company equity; however, the filing does not disclose total company share count or percentage ownership, limiting assessment of dilution magnitude.

TL;DR: Insider acquisitions are a mix of compensation and debt-driven issuances; convertible note terms could lead to meaningful dilution if converted.

The reported transactions include three non-derivative acquisitions totaling 5,670 shares across May and August 2025 and conversions/convertible-note-related entries indicating underlying common shares of 11,433; 9,528; and 2,932 tied to three notes. Each note references maturity extensions and a conversion mechanics at a 35% discount to an uplist price, with an expected per-share price of $6.35 stated in the filing. These items are relevant to capital structure modelling, but the filing omits company-wide share counts, uplist price, and final conversion triggers, which prevents a full market-impact quantification.

Insider LEVINTHAL JARED I
Role Director
Type Security Shares Price Value
Other Common Stock 3,054 $5.00 $15K
Grant/Award Common Stock 1,312 $7.98 $10K
Other Common Stock 1,304 $4.50 $6K
Other Convertible Note 3 1 $12,100.00 $12K
Other Convertible Note 2 1 $39,325.00 $39K
Other Convertible Note 1, 1 $47,190.00 $47K
Holdings After Transaction: Common Stock — 10,954 shares (Direct); Convertible Note 3 — 4 shares (Direct); Convertible Note 2 — 3 shares (Direct); Convertible Note 1, — 2 shares (Direct)
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 Represents shares of common stock issued as part of the annual equity grant for service as a member of the Board of Directors, pursuant to the terms of the Company's Director Compensation Agreement 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 originally issued on 1/16/2024 in the amount of $30,000, with current principal $47,190 after subsequent maturity extensions on 10/16/2024, 4/1/2025 and 7/31/2025 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 $6.35 per share. Convertible note originally issued on 10/21/2024 in the amount of $25,000, with current principal $39,325 after subsequent maturity extensions on 4/1/2025 and 7/31/2025 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 $6.35 per share. Convertible note originally issued on 2/11/2025 in the amount of $10,000, with current principal $12,100 after subsequent maturity extensions on 4/1/2025 and 7/31/2025 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 $6.35 per share.
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*
LEVINTHAL JARED I

(Last) (First) (Middle)
500 WEST PUTNAM AVE SUITE 400

(Street)
GREENWICH CT 06830

(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 10% Owner
Officer (give title below) Other (specify below)
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
Common Stock(1) 05/07/2025 J 1,304 A $4.5 6,588 D
Common Stock(2) 05/23/2025 A 1,312 A $7.98 7,900 D
Common Stock(3) 08/27/2025 J 3,054 A $5 10,954 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,(4) $6.35 01/16/2024 01/16/2024 J 1 10/31/2025 10/31/2025 Common Stock 11,433 $47,190 2 D
Convertible Note 2(5) $6.35 10/21/2024 10/21/2024 J 1 10/03/2025 10/31/2025 Common Stock 9,528 $39,325 3 D
Convertible Note 3(6) $6.35 02/11/2025 02/11/2025 J 1 10/31/2025 10/31/2025 Common Stock 2,932 $12,100 4 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. Represents shares of common stock issued as part of the annual equity grant for service as a member of the Board of Directors, pursuant to the terms of the Company's Director Compensation Agreement
3. 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
4. Convertible note originally issued on 1/16/2024 in the amount of $30,000, with current principal $47,190 after subsequent maturity extensions on 10/16/2024, 4/1/2025 and 7/31/2025 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 $6.35 per share.
5. Convertible note originally issued on 10/21/2024 in the amount of $25,000, with current principal $39,325 after subsequent maturity extensions on 4/1/2025 and 7/31/2025 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 $6.35 per share.
6. Convertible note originally issued on 2/11/2025 in the amount of $10,000, with current principal $12,100 after subsequent maturity extensions on 4/1/2025 and 7/31/2025 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 $6.35 per share.
/s/ Jared Levinthal 09/22/2025
** Signature of Reporting Person Date
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FAQ

What transactions did BLTH director Jared Levinthal report on Form 4?

The filing reports three common stock issuances to Mr. Levinthal (1,304 shares on 05/07/2025 at $4.50; 1,312 shares on 05/23/2025 at $7.98 as an annual director grant; 3,054 shares on 08/27/2025 at $5.00) and entries related to three convertible notes.

How many shares does Jared Levinthal beneficially own after these transactions?

The Form 4 reports direct beneficial ownership of 10,954 shares following the last reported issuance.

What are the terms disclosed for the convertible notes mentioned in the filing?

Each noted convertible instrument references an expected conversion price of $6.35 per share, maturity/expiration dates in October 2025, and principal balances shown as $47,190; $39,325; and $12,100 after extensions.

Do the filings indicate the conversion will definitely occur?

No. The Form 4 discloses conversion mechanics and expected conversion price but does not state that conversion has occurred or the final trigger; it reports the potential underlying common shares associated with the notes.