UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2026
Commission File Number: 001-41356
ELECTRA BATTERY MATERIALS CORPORATION
(Translation of registrant’s name into English)
133 Richmond St W, Suite 602
Toronto, Ontario, M5H 2L3 Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Incorporation by Reference
The information contained in this Report on Form 6-K (this “Form 6-K”) and Exhibits 1.1, 5.1, 23.1 and 99.2 herewith are hereby incorporated by reference to the Registration Statement on Form F-3, as amended (File No. 333-288364) of Electra Battery Materials Corporation (the “Company”).
Information Contained in This Report on Form 6-K
On February 20, 2026, the Company announced that it has upsized its previously announced At the Market Offering Program (the “ATM”), pursuant to which the Company may offer and sell, at its discretion and from time to time, through H.C. Wainwright & Co., LLC (the “Agent”) its common shares, without par value, having an aggregate offering price of up to US$25,000,000 (the “Shares”), with the Agent acting as agent for the sales, using any method permitted by law that constitutes an “at-the-market offering” as defined in Rule 415 under the Securities Exchange Act of 1934, as amended (the “Securities Act”). The ATM was established pursuant to an At The Market Offering Agreement entered into with the Agent and dated June 26, 2025 (the “ATM Agreement”). The aggregate offering amount of US$25,000,000 includes the amount of sales previously made by the Company
under the ATM Agreement pursuant to its prospectus supplement dated December 11, 2025, covering sales having an aggregate offering price of up to US$5,500,000. The foregoing description of the ATM Agreement does not purport to be complete and is qualified in its entirety by reference to the At the Market Offering Agreement, which is attached hereto as Exhibit 1.1.
The Shares are being offered and sold by the Company pursuant to an effective Registration Statement on Form F-3, as amended (File No. 333-288364), including the short form base prospectus, dated December 11, 2025 (the “Base Prospectus”), included therein, which was filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act, and a prospectus supplement to the Base Prospectus, dated February 20, 2026, which was filed with the SEC under the Securities Act.
A copy of the opinion of counsel regarding the validity of the Shares is attached as Exhibit 5.1 hereto.
On February 20, 2026, the Registrant filed with the Canadian Securities Regulatory Authorities on the System for Electronic Data Analysis and Retrieval + a material change report, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
On February 20, 2026, the Company also issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The inclusion of any website address herein, including in any exhibit attached hereto, is intended to be an inactive textual reference only and not an active hyperlink. The information contained in, or that can be accessed through, each such website is not part of this Form 6-K or incorporated herein.
Exhibits
| Exhibit No. |
|
Description |
| |
|
|
| Exhibit 1.1 |
|
At the Market Offering Agreement, by and between Electra Battery Materials Corporation and H.C. Wainwright & Co., LLC, dated as of June 26, 2025 (previously filed as Exhibit 99.1 to the Company’s Current Report on Form 6-K filed on December 23, 2025 (Commission File Number. 001-41356) and incorporated herein by reference). |
| Exhibit 5.1 |
|
Opinion of Cassels Brock & Blackwell LLP |
| Exhibit 23.1 |
|
Consent of Cassels Brock & Blackwell LLP (included in Exhibit 5.1) |
| Exhibit 99.1 |
|
Press release dated February 20, 2026 |
| Exhibit 99.2 |
|
Material Change Report dated February 20, 2026 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
Electra Battery Materials Corporation |
| |
(Registrant) |
| |
|
| Date: February 20, 2026 |
/s/ Trent Mell |
| |
Trent Mell |
| |
Chief Executive Officer and Director |
Exhibit 99.1
Electra Upsizes At-The-Market Offering
Toronto, Ontario – (February 20, 2026) – Electra Battery Materials Corporation (NASDAQ:
ELBM; TSX-V: ELBM) (“Electra” or the “Company”) has announced that it has upsized its previously announced
At the Market Offering Program (the “ATM”), pursuant to which the Company may offer and sell, at its discretion and from time
to time, through H.C. Wainwright & Co., LLC (“Wainwright”), common shares in the capital of the Company (the “Common
Shares”) having an aggregate offering price of up to US$25,000,000. The ATM was established pursuant to an At The Market Offering
Agreement (the “ATM Agreement”) entered into with Wainwright and dated June 26, 2025. The US$25,000,000 aggregate offering
amount includes the amount of sales previously made by the Company under the ATM Agreement pursuant to the Company’s prospectus
supplement dated December 11, 2025, covering sales having an aggregate offering price of up to US$5,500,000.
The ATM is being made in the United States pursuant to a registration statement on Form F-3 (File
No. 333-288364) (the “Registration Statement”) filed under the Securities Act of 1933, as amended (the “Securities Act”),
with the Securities and Exchange Commission (the “SEC”), and declared effective by the SEC on December 11, 2025, including
the prospectus contained therein (the “Base Prospectus”), together with the prospectus supplement filed with the SEC on February
20, 2026 (the “Prospectus Supplement”, and together with the Base Prospectus, the “Prospectus”).
Sales of Common Shares under the Prospectus, if any, will be made in transactions that are deemed
to be an “at-the-market offering” as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on
or through the Nasdaq Capital Market. The Common Shares will be distributed at market prices prevailing at the time of sale. As a result,
prices for the Common Shares may vary as between purchasers and during the period of distribution. No Common Shares will be sold in the
ATM on the TSX Venture Exchange or any other trading market in Canada.
The Company intends to use the net proceeds from the ATM for working capital and general corporate
purposes, which may include expenditures related to the commissioning of our Ontario, Canada sulfate refinery. Based on our current operating
plan and assumptions, we believe that our existing cash, cash equivalents and other sources of liquidity, which may include debt financing
provided by government entities, will be sufficient to fund the refinery’s planned mechanical completion, however such plans and
assumptions are subject to change.
You can review the Company’s SEC filings, the Registration Statement and the Prospectus by
accessing the SEC’s internet site at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Electra Battery Materials
Electra is a leader in advancing North America’s critical minerals supply chain for lithium-ion
batteries. Currently focused on developing North America’s only cobalt sulfate refinery, Electra is executing a phased strategy
to onshore critical minerals refining and reduce reliance on foreign supply chains. In addition to establishing the cobalt sulfate refinery,
Electra’s strategy includes nickel refining and battery recycling. Growth projects include integrating black mass recycling at its
existing refining complex, evaluating opportunities for cobalt production in Bécancour, Quebec, and exploring nickel sulfate production
potential in North America. For more information, please visit www.ElectraBMC.com.
Contact
Heather Smiles
Vice President, Investor Relations & Corporate Development
Electra Battery Materials
info@ElectraBMC.com
1.416.900.3891
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined
in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements
This news release may contain forward-looking statements and forward-looking information (together,
“forward-looking statements”) within the meaning of applicable securities laws. All statements, other than statements of historical
facts, are forward-looking statements, including statements in this release relating to potential future sales of Common Shares under
the ATM, the offering price therefor, and the use of proceeds thereof. Generally, forward-looking statements can be identified by the
use of terminology such as “plans”, “expects”, “estimates”, “intends”, “anticipates”,
“believes” or variations of such words, or statements that certain actions, events or results “may”, “could”,
“would”, “might”, “occur” or “be achieved”. Forward-looking statements are based on certain
assumptions, and involve risks, uncertainties and other factors that could cause actual results, performance, and opportunities to differ
materially from those implied by such forward-looking statements. Factors that could cause actual results to differ materially from these
forward-looking statements are set forth in the management discussion and analysis and other disclosures of risk factors for Electra Battery
Materials Corporation, filed on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov. Although the Company believes that the information
and assumptions used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements,
which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed timeframes
or at all. Except where required by applicable law, the Company disclaims any intention or obligation to update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise.
Exhibit 99.2
FORM 51-102F3
MATERIAL CHANGE REPORT
Electra Battery Materials Corporation. (“Electra”
or the “Company”)
133 Richmond Street W, Suite 602
Toronto, Ontario
M5H 2L3
| ITEM 2 | DATE OF MATERIAL CHANGE |
February 20, 2026
The Company issued a news release on February 20, 2026 relating to
the material change, which was disseminated through Business Wire and subsequently filed on SEDAR+.
| ITEM 4 | SUMMARY OF MATERIAL CHANGE |
On February 20, 2026, the Company announced that it has upsized its
previously announced At the Market Offering Program (the “ATM”), pursuant to which the Company may offer and sell,
at its discretion and from time to time, through H.C. Wainwright & Co., LLC (“Wainwright”), common shares in the
capital of the Company (the “Common Shares”) having an aggregate offering price of up to US$25,000,000. The ATM was
established pursuant to an At The Market Offering Agreement (the “ATM Agreement”) entered into with Wainwright and
dated June 26, 2025. The US$25,000,000 aggregate offering amount includes the amount of sales previously made by the Company under the
ATM Agreement pursuant to the Company’s prospectus supplement dated December 11, 2025, covering sales having an aggregate offering
price of up to US$5,500,000.
| ITEM 5 | FULL DESCRIPTION OF MATERIAL CHANGE |
On February 20, 2026, the Company announced that it has upsized
its previously announced ATM, pursuant to which the Company may offer and sell, at its discretion and from time to time, through Wainwright,
Common Shares having an aggregate offering price of up to US$25,000,000. The ATM was established pursuant to the ATM Agreement entered
into with Wainwright and dated June 26, 2025. The US$25,000,000 aggregate offering amount includes the amount of sales previously made
by the Company under the ATM Agreement pursuant to the Company’s prospectus supplement dated December 11, 2025, covering sales having
an aggregate offering price of up to US$5,500,000.
The ATM is being made in the United States pursuant to a
registration statement on Form F-3 (File No. 333-288364) (the “Registration Statement”) filed under the
Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission (the
“SEC”), and declared effective by the SEC on December 11, 2025, including the prospectus contained therein (the
“Base Prospectus”), together with the prospectus supplement filed with the SEC on February 20, 2026 (the
“Prospectus Supplement”, and together with the Base Prospectus, the “Prospectus”).
Sales of Common Shares under the Prospectus, if any, will be made
in transactions that are deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) under the Securities Act, including
sales made directly on or through the Nasdaq Capital Market. The Common Shares will be distributed at market prices prevailing at the
time of sale. As a result, prices for the Common Shares may vary as between purchasers and during the period of distribution. No Common
Shares will be sold in the ATM on the TSX Venture Exchange or any other trading market in Canada.
The Company intends to use the net proceeds from the ATM for working
capital and general corporate purposes, which may include expenditures related to the commissioning of our Ontario, Canada sulfate refinery.
Based on our current operating plan and assumptions, we believe that our existing cash, cash equivalents and other sources of liquidity,
which may include debt financing provided by government entities, will be sufficient to fund the refinery’s planned mechanical completion,
however such plans and assumptions are subject to change.
Readers can review the Company’s SEC filings, the Registration
Statement and the Prospectus by accessing the SEC’s internet site at www.sec.gov.
| ITEM 6 | RELIANCE ON SUBSECTION 7.1(2) of national instrument 51-102 |
Not applicable.
| ITEM 7 | OMITTED INFORMATION |
Not applicable.
The following executive officer of the Company is knowledgeable about
the material change and this report:
Heather Smiles
Vice President, Investor Relations & Corporate
Development
Telephone: 416 900-3891
February 20, 2026
Cautionary Note Regarding Forward-Looking Statements
This material change report may contain forward-looking statements
and forward-looking information (together, “forward-looking statements”) within the meaning of applicable securities laws.
All statements, other than statements of historical facts, are forward-looking statements, including statements in this report relating
to potential future sales of Common Shares under the ATM, the offering price therefor, and the use of proceeds thereof. Generally, forward-looking
statements can be identified by the use of terminology such as “plans”, “expects”, “estimates”, “intends”,
“anticipates”, “believes” or variations of such words, or statements that certain actions, events or results
“may”, “could”, “would”, “might”, “occur” or “be achieved”. Forward-looking
statements are based on certain assumptions, and involve risks, uncertainties and other factors that could cause actual results, performance,
and opportunities to differ materially from those implied by such forward-looking statements. Factors that could cause actual results
to differ materially from these forward-looking statements are set forth in the management discussion and analysis and other disclosures
of risk factors for Electra Battery Materials Corporation, filed on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov. Although
the Company believes that the information and assumptions used in preparing the forward-looking statements are reasonable, undue reliance
should not be placed on these statements, which only apply as of the date of this report, and no assurance can be given that such events
will occur in the disclosed timeframes or at all. Except where required by applicable law, the Company disclaims any intention or obligation
to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
