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American Battery Materials (BLTH) Insider Report: Convertible Notes and Director Grant

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

Rhea-AI Filing Summary

Justin J. Vorwerk, a director of American Battery Materials, Inc. (BLTH), reported multiple non-derivative stock acquisitions and holdings tied to convertible note adjustments and a board equity grant. He acquired 3,827 shares on 05/07/2025 at $4.50, 1,112 shares on 05/23/2025 at $7.98 (annual director grant), and 7,028 shares on 08/27/2025 at $5.00, bringing his direct beneficial ownership to 27,559 shares.

The filing also shows two convertible notes: one issued 03/22/2024 with current principal of $277,312.35 (noted as convertible at a 35% discount to an uplist price, expected $6.35) and another issued 02/10/2025 with current principal $12,100 (also convertible at a 35% discount). The larger note underlies 67,187 shares upon conversion; the smaller underlies 2,932 shares. Both have expiration/exercisable dates listed as 10/31/2025.

Positive

  • Director increased direct ownership to 27,559 shares through issuances and a board equity grant
  • Board compensation disclosed clearly with 1,112 shares issued as the annual director grant

Negative

  • Potential dilution from convertible notes that could underlie 67,187 shares and 2,932 shares respectively upon conversion
  • Large outstanding principal of $277,312.35 associated with the primary convertible note, signaling significant contingent equity issuance

Insights

TL;DR: Director increased equity stake through share issuances tied to note extensions and a board grant, while substantial convertible notes remain outstanding.

Vorwerk's reported transactions raise his direct stake to 27,559 shares, reflecting routine director compensation and equity issued for extensions of debt instruments. The filing discloses a large convertible note principal of $277,312.35 convertible into 67,187 shares (price expected $6.35 with a 35% discount to an uplist price) and a second note of $12,100 convertible into 2,932 shares. These derivative positions represent potential dilution if converted; the transactions themselves are described as consideration for maturity extensions and a director grant, both explicitly stated.

TL;DR: Insider received director equity and shares tied to note amendments; disclosure is standard but highlights outstanding convertible instruments.

The Form 4 discloses compensation for board service and equity issuance as consideration for extending convertible note maturities. These actions are consistent with contractual adjustments rather than open-market purchases. The presence of pari-passu convertible notes with conversion mechanics tied to an uplist price is material to governance and capitalization structure because it defines potential future share issuance and stakeholder priorities. All assertions are drawn directly from the filing.

Insider VORWERK JUSTIN J
Role Director
Type Security Shares Price Value
Other Common Stock 7,028 $5.00 $35K
Grant/Award Common Stock 1,112 $7.98 $9K
Other Common Stock 3,827 $4.50 $17K
Other Convertible Note 2 1 $12,100.00 $12K
Other Convertible Note 1, 1 $277,312.35 $277K
Holdings After Transaction: Common Stock — 27,559 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 issued on 3/22/2024 in the amount of $138,084, with current principal of $277,312.35 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 the company uplists to a senior exchange. Price expected to be $6.35 per share. Convertible note originally issued on 2/10/2025 in the amount of $10,000, with current principal of $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*
VORWERK JUSTIN J

(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 3,827 A $4.5 19,419 D
Common Stock(2) 05/23/2025 A 1,112 A $7.98 20,531 D
Common Stock(3) 08/27/2025 J 7,028 A $5 27,559 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 03/22/2024 03/22/2024 J 1 10/31/2025 10/31/2025 Common Stock 67,187 $277,312.35 2 D
Convertible Note 2(5) $6.35 02/10/2025 02/10/2025 J 1 10/31/2025 10/31/2025 Common Stock 2,932 $12,100 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. 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 issued on 3/22/2024 in the amount of $138,084, with current principal of $277,312.35 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 the company uplists to a senior exchange. Price expected to be $6.35 per share.
5. Convertible note originally issued on 2/10/2025 in the amount of $10,000, with current principal of $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/ Justin Vorwerk 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.
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FAQ

What transactions did BLTH director Justin Vorwerk report on Form 4?

He reported acquiring 3,827 shares on 05/07/2025 at $4.50, 1,112 shares on 05/23/2025 at $7.98 (director grant), and 7,028 shares on 08/27/2025 at $5.00.

How many shares does Justin Vorwerk beneficially own after these transactions?

The filing states he beneficially owns 27,559 shares following the reported transactions.

What convertible notes are disclosed in the Form 4 for BLTH?

Two convertible notes are disclosed: one issued 03/22/2024 with current principal $277,312.35 (underlying 67,187 shares at an expected $6.35 price) and one issued 02/10/2025 with principal $12,100 (underlying 2,932 shares).

What are the conversion terms mentioned in the filing?

Both notes are stated as convertible at a 35% discount to the uplist price if the company uplists to a senior exchange; an expected conversion price of $6.35 is noted.

When are the convertible instruments exercisable or expiring?

The filing lists exercisable/expiration dates for the derivatives as 10/31/2025.

Were the equity issuances tied to any specific agreements?

Yes. Shares were issued as consideration for extensions of convertible note maturities per the note extension agreements, and 1,112 shares were issued under the company's Director Compensation Agreement.