STOCK TITAN

American Battery Materials (BLTH) Director Reports Share Grants and Convertible Notes

Filing Impact
(Very High)
Filing Sentiment
(Very Positive)
Form Type
4

Rhea-AI Filing Summary

Adam C. Lipson, a director of American Battery Materials, Inc. (BLTH), reported purchases and issuances increasing his direct holdings to 333,030 common shares. On 05/07/2025 he acquired 160 shares at $4.50 per share, and on 05/23/2025 he received 1,112 shares at $7.98 as the company’s annual director equity grant. The filing also details convertible-note transactions: a $10,000 note issued 02/27/2025 (current principal reported $12,100) convertible at an expected price of $6.35, plus later notes (reported principals $17,293.40 and $50,000) with conversions or terms tied to the company’s proposed uplist and specified discount rates. All reported equity and derivative holdings are shown as direct ownership by Lipson.

Positive

  • Director alignment: Adam Lipson holds 333,030 shares after transactions, indicating continued direct ownership alignment with shareholders
  • Transparent conversion terms: Filing specifies expected conversion price of $6.35 and discount rates tied to the company’s proposed uplist, aiding dilution assessment
  • Use of equity for note extension and compensation: Shares issued for note maturity extension and annual director grant are disclosed, clarifying why shares were issued

Negative

  • Potential dilution: Multiple convertible notes with stated principals ($12,100, $17,293.40, $50,000) and conversion terms could increase share count upon conversion
  • Limited financial context: The filing does not disclose purposes or use of proceeds related to the convertible notes or any cash movements
  • Uplist dependency: Conversion prices and discounts are tied to a proposed uplist referenced in the filing, creating conditional conversion mechanics that may affect timing and dilution

Insights

TL;DR: Director increased direct equity holdings through small share purchases, equity grant, and multiple convertible notes with uplist-related conversion terms.

The transactions combine routine director compensation with financing-related convertible notes. The equity grant of 1,112 shares is consistent with director compensation rather than open-market accumulation. The small open-market purchase (160 shares at $4.50) is modest relative to total holdings. Convertible notes show increasing principal amounts and explicit expected conversion mechanics (prices and discounts tied to a proposed uplist), which may dilute common shareholders when converted; the filing reports expected conversion price of $6.35 and notes carrying different discount terms (35% and 25%). These items are material to equity dilution analysis but contain no cash-proceeds or use-of-proceeds detail in the filing.

TL;DR: Director activity mixes standard compensation with financing participation; disclosures are clear on direct ownership and conversion terms.

The Form 4 clearly discloses the nature of each issuance: a director equity grant, shares issued for note maturity extension, and multiple convertible notes with stated principals and conversion expectations. Reporting of direct ownership and specific per-share prices (for the equity and expected conversion price) provides transparency for investors assessing potential dilution and insider alignment. The filing does not provide details on vote or contractual protections, so governance implications are limited to ownership and conversion disclosures presented.

Insider Lipson Adam C
Role Director
Bought 23,007 shs ($794.08M)
Type Security Shares Price Value
Purchase Convertible Note 12,114 $50,000.00 $605.70M
Purchase Convertible Note 10,893 $17,293.40 $188.38M
Grant/Award Common Stock 1,112 $7.98 $9K
Other Common Stock 160 $4.50 $720.00
Other Convertible Note 2,932 $12,100.00 $35.48M
Holdings After Transaction: Convertible Note — 4 shares (Direct); Common Stock — 333,030 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 Convertible note issued on 2/27/2025 in the amount of $10,000, with current principal of $12,100 after subsequent maturity extensions Pari-Passu with other noteholders and convertible at a 35% discount to the company's proposed uplist. Price expected to be $6.35 per share. Convertible note issued on 8/1/2025in the amount of $15,721.27, with current principal of $17,293.40 after Most Favored Nations principal increase Pari-Passu with other noteholders and convertible at a 25% discount to the company's proposed uplist. Price expected to be $6.35 per share. Convertible note issued on 8/28/2025 in the amount of $50,000 convertible at a 25% discount to the company's proposed uplist. 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*
Lipson Adam C

(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 160 A $4.5 331,918 D
Common Stock(2) 05/23/2025 A 1,112 A $7.98 333,030 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(3) $6.35 02/27/2025 02/27/2025 J 2,932 10/31/2025 10/31/2025 Common Stock 2,932 $12,100 2 D
Convertible Note(4) $6.35 08/01/2025 08/01/2025 P 10,893 10/31/2025 10/31/2025 Common Stock 10,893 $17,293.4 3 D
Convertible Note(5) $6.35 08/28/2025 08/28/2025 P 12,114 10/31/2025 10/31/2025 Common Stock 12,114 $50,000 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. Convertible note issued on 2/27/2025 in the amount of $10,000, with current principal of $12,100 after subsequent maturity extensions Pari-Passu with other noteholders and convertible at a 35% discount to the company's proposed uplist. Price expected to be $6.35 per share.
4. Convertible note issued on 8/1/2025in the amount of $15,721.27, with current principal of $17,293.40 after Most Favored Nations principal increase Pari-Passu with other noteholders and convertible at a 25% discount to the company's proposed uplist. Price expected to be $6.35 per share.
5. Convertible note issued on 8/28/2025 in the amount of $50,000 convertible at a 25% discount to the company's proposed uplist. Price expected to be $6.35 per share.
/s/ Adam Lipson 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 insider transactions did ADAM LIPSON report on Form 4 for BLTH?

The Form 4 reports a 05/07/2025 purchase of 160 shares at $4.50, a 05/23/2025 director equity grant of 1,112 shares at $7.98, and multiple convertible-note related transactions converting or representing 2,932, 10,893, and 12,114 underlying shares.

How many BLTH shares does Adam Lipson beneficially own after the reported transactions?

The filing shows Adam Lipson beneficially owns 333,030 shares following the reported transactions.

What are the conversion terms for the convertible notes disclosed in the Form 4?

The filing discloses an expected conversion price of $6.35; one note is convertible at a 35% discount to the proposed uplist price and others at a 25% discount, with varying issue dates and principals.

Were the reported shares issued as compensation or purchase?

Yes. The 1,112 shares on 05/23/2025 were issued as the annual director equity grant; other shares were issued in consideration for the extension of convertible-note maturities or purchased (the 160-share transaction).

Does the Form 4 disclose whether the holdings are direct or indirect?

Yes. All reported holdings and derivative positions in the filing are listed as Direct (D) ownership by Adam Lipson.