BLTH director restructures notes, granted 13,890 shares

AMERICAN BATTERY MATERIALS, INC. director Adam C. Lipson reported a set of restructuring-type transactions involving common stock and convertible notes.

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Rhea-AI Filing Summary

AMERICAN BATTERY MATERIALS, INC. director Adam C. Lipson reported a set of restructuring-type transactions involving common stock and convertible notes. He received 13,890 shares of common stock at $3.75 per share on March 17, 2026 as consideration for extending the maturity dates of existing convertible notes under a note extension agreement.

Following this, he directly holds 357,479 shares of common stock. He also holds multiple convertible notes, including notes with current principal balances of $14,974, $21,400, $61,875 and $42,323, each stated as Pari-Passu with other noteholders and convertible at a 35% discount to the company’s proposed uplist price, which is expected to be $6.00 per share. These Form 4 entries are coded as “other” transactions, reflecting restructuring rather than open-market buying or selling.

Insider Trade Summary

Other: 13,894 shares

Other 5 txns

Insider Lipson Adam C

Role Director

Type	Security	Shares	Price	Value
Other	Common Stock	13,890	$3.75	$52K
Other	Convertible Note	1	$42,323.00	$42K
Other	Convertible Note	1	$61,875.00	$62K
Other	Convertible Note	1	$21,400.00	$21K
Other	Convertible Note	1	$14,974.00	$15K

Holdings After Transaction: Convertible Note — 5 contracts (Direct); Common Stock — 357,479 shares (Direct)

Footnotes (5)

F1. 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
F2. Convertible note issued on 2/27/2025 in the amount of $10,000, with current principal of $14,974 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 $6.00 per share.
F3. Convertible note issued on 8/1/2025 in the amount of $15,721.27, with current principal of $21,400 after Most Favored Nations and note extension principal increases Pari-Passu with other noteholders and convertible at a 35% discount to the company's proposed uplist. Price expected to be $6.00 per share.
F4. Convertible note issued on 8/28/2025 in the amount of $50,000 with current principal of $61,875 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 $6.00 per share.
F5. Convertible note issued on 10/23/2025 in the amount of $34,200 with current principal of $42,323 after Most Favored Nations principal increase and subsequent maturity extensions Pari-Passu with other noteholders and convertible at a 35% discount to the company's proposed uplist. Price expected to be $6.00 per share.

Key Figures

Common shares issued: 13,890 shares Issue price per share: $3.75/share Shares held after transaction: 357,479 shares +5 more

8 metrics

Common shares issued 13,890 shares Common stock at $3.75 per share for note maturity extension

Issue price per share $3.75/share Price for 13,890 common shares issued March 17, 2026

Shares held after transaction 357,479 shares Total BLTH common stock directly held by Adam C. Lipson after transactions

Convertible note principal $14,974 Current principal on 2/27/2025 note after extensions

Convertible note principal $21,400 Current principal on 8/1/2025 note after increases

Convertible note principal $61,875 Current principal on 8/28/2025 note after extensions

Convertible note principal $42,323 Current principal on 10/23/2025 note after increases and extensions

Expected conversion price reference $6.00/share Price expected for proposed uplist; notes convertible at 35% discount

Key Terms

Convertible note, note extension agreement, Pari-Passu, Most Favored Nations, +1 more

5 terms

Convertible note financial

"Convertible note issued on 2/27/2025 in the amount of $10,000, with current principal of $14,974 after subsequent maturity extensions"

A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.

note extension agreement financial

"issued in consideration for the extension of the maturity date of convertible notes, pursuant to the terms of the note extension agreement"

Pari-Passu financial

"current principal of $14,974 after subsequent maturity extensions Pari-Passu with other noteholders"

A pari-passu clause means two or more investors, creditors, or securities share the same legal rank and treatment, so they are paid or suffer losses proportionally and without priority over one another. Think of it like people splitting a single bill where everyone gets the same percentage of payment or the same haircut; this matters to investors because it determines relative claim strength in payouts, restructurings, or bankruptcies.

Most Favored Nations financial

"current principal of $21,400 after Most Favored Nations and note extension principal increases"

proposed uplist financial

"convertible at a 35% discount to the company's proposed uplist. Price expected to be $6.00 per share."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did BLTH director Adam C. Lipson report?

Adam C. Lipson reported several “other” transactions, including receipt of 13,890 BLTH common shares at $3.75 per share as consideration for extending convertible note maturities, plus adjustments to multiple convertible notes linked to a proposed uplist at an expected $6.00 share price.

How many AMERICAN BATTERY MATERIALS (BLTH) shares does Adam C. Lipson now hold?

After the reported transactions, Adam C. Lipson directly holds 357,479 shares of AMERICAN BATTERY MATERIALS common stock. This figure reflects his position following receipt of 13,890 shares issued under a note extension agreement for restructuring existing convertible notes.

What was the purpose of the 13,890 BLTH shares issued to Adam C. Lipson?

The 13,890 BLTH common shares were issued as consideration for extending the maturity dates of convertible notes. This issuance followed the terms of a note extension agreement and is classified as an “other” restructuring transaction rather than an open-market purchase or sale.

What are the key terms of Adam C. Lipson’s BLTH convertible notes?

Lipson’s convertible notes carry current principal balances including $14,974, $21,400, $61,875 and $42,323. Footnotes state these notes are Pari-Passu with other noteholders and convertible at a 35% discount to AMERICAN BATTERY MATERIALS’ proposed uplist price, expected to be $6.00 per share.

Were there any open-market buys or sells in Adam C. Lipson’s latest BLTH Form 4?

No open-market buys or sells were reported. All transactions use code J, described as “other acquisition or disposition,” and are characterized as restructuring events involving maturity extensions and terms of convertible notes, along with related stock issuance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/12/2026 - 04:05 PM EDT

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

CONNECTICUT

06830

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	03/17/2026		J		13,890	A	$3.75	357,479	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Note⁽²⁾	$6	02/27/2025	02/27/2025	J		1		06/30/2026	06/30/2026	Common Stock	3,839	$14,974	2	D
Convertible Note⁽³⁾	$6	08/01/2025	08/01/2025	J		1		06/30/2026	06/30/2026	Common Stock	5,487	$21,400	3	D
Convertible Note⁽⁴⁾	$6	08/28/2025	08/28/2025	J		1		06/30/2026	06/30/2026	Common Stock	15,865	$61,875	4	D
Convertible Note⁽⁵⁾	$6	10/23/2025	10/23/2025	J		1		06/30/2026	06/30/2026	Common Stock	10,852	$42,323	5	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. Convertible note issued on 2/27/2025 in the amount of $10,000, with current principal of $14,974 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 $6.00 per share.

3. Convertible note issued on 8/1/2025 in the amount of $15,721.27, with current principal of $21,400 after Most Favored Nations and note extension principal increases Pari-Passu with other noteholders and convertible at a 35% discount to the company's proposed uplist. Price expected to be $6.00 per share.

4. Convertible note issued on 8/28/2025 in the amount of $50,000 with current principal of $61,875 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 $6.00 per share.

5. Convertible note issued on 10/23/2025 in the amount of $34,200 with current principal of $42,323 after Most Favored Nations principal increase and subsequent maturity extensions Pari-Passu with other noteholders and convertible at a 35% discount to the company's proposed uplist. Price expected to be $6.00 per share.

	/s/ Adam Lipson	05/12/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR