STOCK TITAN

American Battery Materials Form 4: Insider Purchases and Convertible Note Details

Filing Impact
(Moderate)
Filing Sentiment
(Positive)
Form Type
4

Rhea-AI Filing Summary

Andrew P. Suckling, a director of American Battery Materials, Inc. (BLTH), reported multiple transactions increasing his direct common stock holdings and listing related derivative positions. He acquired 800 shares at $4.50 on 05/07/2025, 1,112 shares at $7.98 on 05/23/2025, and 2,612 shares at $5.00 on 08/27/2025, bringing his total direct ownership to 6,748 shares. The filing also reports stock options exercisable at $1.55 covering 16,000 shares and two convertible notes that can convert into common stock: one tied to a $60,500 principal for 23,270 shares and another tied to $55,000 principal for 21,154 shares, each with an expected conversion price of $6.35 and pari-passu terms.

Positive

  • Director increased direct ownership through acquisitions totaling 4,524 shares across three transactions, showing insider participation.
  • Annual director equity grant was issued for board service, disclosed as part of compensation practices.

Negative

  • Potential dilution from two convertible notes convertible into 44,424 common shares combined at an expected $6.35 per share.
  • Outstanding options for 16,000 shares exercisable at $1.55 create additional dilution if exercised.

Insights

TL;DR: Director purchases and convertible-note conversions modestly increase insider exposure but introduce dilution potential.

The director reported small open-market or private acquisitions totaling 4,524 newly acquired shares across three dates and holds 6,748 shares directly after transactions. The filing discloses 16,000 option shares exercisable at $1.55 and two convertible notes that, per the filing, convert at an expected $6.35 per share and currently represent 44,424 potential shares combined. For investors, the immediate effect is modest insider buying, while the outstanding convertibles and options represent possible dilution if converted or exercised under the stated terms.

TL;DR: Director compensation and note-extension share issuances are disclosed; governance transparency is intact.

The filing explains issuance of shares as director annual equity compensation and as consideration for maturity extensions of convertible notes, consistent with disclosed agreements. The reporting is signed and dated, and shows the director filing individually. The document presents material terms of the convertible notes (pari-passu, 35% discount to an uplist price, expected $6.35 per share) and the option grant details, allowing stakeholders to assess governance-related equity grant practices and creditor arrangements without additional assumptions.

Insider SUCKLING ANDREW P
Role Director
Bought 2 shs ($116K)
Type Security Shares Price Value
Other Common Stock 2,612 $5.00 $13K
Grant/Award Common Stock 1,112 $7.98 $9K
Other Common Stock 800 $4.50 $4K
Purchase Convertible Note 2 1 $55,000.00 $55K
Purchase Convertible Note 1, 1 $60,500.00 $61K
Grant/Award Common Stock Options 16,000 $1.55 $25K
Holdings After Transaction: Common Stock — 6,748 shares (Direct); Convertible Note 2 — 2 shares (Direct); Convertible Note 1, — 1 shares (Direct); Common Stock Options — 16,000 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 3/7/2025 in the amount of $50,000, with current principal $60,500 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 4/7/2025 in the amount of $50,000, with current principal $55,000 after subsequent maturity extension on 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*
SUCKLING ANDREW P

(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)
12/08/2024
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 800 A $4.5 3,024 D
Common Stock(2) 05/23/2025 A 1,112 A $7.98 4,136 D
Common Stock(3) 08/27/2025 J 2,612 A $5 6,748 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
Common Stock Options $1.55 12/08/2024 12/08/2024 A 16,000 12/08/2025 12/08/2034 Common Stock 16,000 $1.55 16,000 D
Convertible Note 1,(4) $6.35 03/07/2025 03/07/2025 P 1 10/31/2025 10/31/2025 Common Stock 23,270 $60,500 1 D
Convertible Note 2(5) $6.35 04/07/2025 04/07/2025 P 1 10/31/2025 10/31/2025 Common Stock 21,154 $55,000 2 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 3/7/2025 in the amount of $50,000, with current principal $60,500 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.
5. Convertible note originally issued on 4/7/2025 in the amount of $50,000, with current principal $55,000 after subsequent maturity extension on 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/ Andrew Suckling 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

How many shares does Andrew P. Suckling own after the reported transactions for BLTH?

The filing reports 6,748 shares beneficially owned following the reported transactions.

What purchases did the director report on Form 4 for BLTH?

Reported acquisitions: 800 shares at $4.50 on 05/07/2025, 1,112 shares at $7.98 on 05/23/2025, and 2,612 shares at $5.00 on 08/27/2025.

What options and convertible instruments does the Form 4 disclose for the director?

The director holds options for 16,000 shares exercisable at $1.55 and two convertible notes convertible into 23,270 shares and 21,154 shares respectively, per the filing.

What are the key terms of the convertible notes disclosed in the filing?

Each note is pari-passu, originally $50,000, now showing principals of $60,500 and $55,000, convertible at an expected $6.35 per share and subject to a 35% discount to the uplist price if the company uplists to a senior exchange.

Were the shares issued for any non-purchase reasons reported?

Yes. The filing states shares were issued in consideration for extension of note maturities and as part of the annual director equity grant for board service.