AMERICAN BATTERY TECHNOLOGY Co

S-11 forms-1.htm

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

AMERICAN BATTERY TECHNOLOGY COMPANY

(Exact name of registrant as specified in its charter)

100 Washington Street, Suite 100 Reno, NV 89503

Tel: (775) 473-4744

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Ryan Melsert

Chief Executive Officer

100 Washington Street, Suite 100,

Reno, NV 89503

Tel: (775) 473-4744

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Amy Bowler

Holland & Hart LLP

555 17th Street, Suite 3200

Denver, CO 80202

(303) 295-8000

From time to time after the effective date of this registration statement

(Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED DECEMBER 13, 2024

PROSPECTUS

AMERICAN BATTERY TECHNOLOGY COMPANY

Up to 12,505,900 Shares of Common Stock

Offered by the Selling Stockholders

This prospectus relates to the offer and resale, from time to time, of up to 12,505,900 shares of common stock (the “Shares”) of American Battery Technology Company, par value $0.001 per share (the “Common Stock”), issuable upon the conversion of senior secured convertible notes (the “Notes”). On November 26, 2024, we sold and issued to the selling stockholders named herein (each, a “Selling Stockholder,” and collectively the “Selling Stockholders”) the Notes in the aggregate principal amount of $12,000,000.00. The Notes are convertible into shares of our Common Stock, subject to certain conditions and limitations. We sold the Notes in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Securities Purchase Agreement, dated as of August 29, 2023, as subsequently amended by those certain Amendments to Securities Purchase Agreement dated April 5, 2024, October 5, 2024, and November 14, 2024 (as amended, the “Purchase Agreement”), with the Selling Stockholders. We are registering the resale of the Common Stock issuable upon conversion of the Notes as required by the Purchase Agreement.

Upon conversion of the Notes, the Selling Stockholders may, from time to time, offer and sell any or all of the Shares held by them directly or through agents or dealers on terms to be determined at the time of sale, as described in more detail in the section of this prospectus entitled “Plan of Distribution.” We are not selling any shares of Common Stock under this prospectus, and we will not receive any proceeds from the sale of shares of Common Stock by the Selling Stockholders. We have agreed to pay certain expenses in connection with this registration statement.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should carefully read this prospectus and any amendments or supplements, together with the additional information described under the heading “Where You Can Find More Information,” before you invest.

Our Common Stock is traded on The Nasdaq Stock Market LLC (“Nasdaq”), under the symbol “ABAT.” On December 11, 2024, the last reported sale price of our Common Stock on Nasdaq was $1.00 per share.

Investing in our securities involves risks. You should carefully read and consider the risk factors included below, in any prospectus supplement, and in our periodic reports and other information filed with the Securities and Exchange Commission before investing in our securities. See “Risk Factors” beginning on page 8 of this prospectus for information on certain risks related to the purchase of our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is December 13, 2024.

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