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AMERICAN BATTERY MATERIALS, INC.

For the period ended Sep 30, 2025. Filed Nov 7, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 7, 2025

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What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-14.

0001493152-25-011936

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-07.

0001493152-25-021245

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 59 previous paragraphs and 59 current paragraphs.

40 unchanged; 18 reworded; 1 added; 1 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (1)

Current report

For the nine months ended September 30, 2025, and 2023, our company had no revenue.
Removed paragraphs (1)

Previous report

For the six months ended June 30, 2025, and 2023, our company had no revenue.
Reworded paragraphs (18)

Previous wording

The following discussion and analysis is intended to help you understand our results of operations and financial condition as of June 30, 2025 and for the six months ended June 30, 2025 and 2024. This discussion and analysis is provided as a supplement to and should be read in conjunction with our condensed consolidated financial statements and the notes to those financial statements that are included elsewhere in this Quarterly Report on Form 10-Q. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under Part 1, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024.

Current wording

The following discussion and analysis is intended to help you understand our results of operations and financial condition as of September 30, 2025 and for the nine months ended September 30, 2025 and 2024. This discussion and analysis is provided as a supplement to and should be read in conjunction with our condensed consolidated financial statements and the notes to those financial statements that are included elsewhere in this Quarterly Report on Form 10-Q. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under Part 1, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024.

Previous wording

General and administrative expenses for the six months ended June 30, 2025, were $1,216,054, an increase of $506,228 or 71%, compared to $709,826 for the six months ended June 30, 2024. The increase in operating expenses was mainly due to an increase in share-based compensation.

Current wording

General and administrative expenses for the three months ended September 30, 2025, were $293,140, a decrease of $212,879 or 42%, compared to $506,019 for the three months ended September 30, 2024. The decrease in operating expenses was mainly due to a decrease in professional fees.

Previous wording

During the three months ended June 30, 2025, our company recorded a loss on extinguishment of debt of $565,453.

Current wording

During the three months ended September 30, 2025, our company recorded a loss on extinguishment of debt of $424,656.

Previous wording

During the three months ended June 30, 2025 and 2024, the Company recorded a fair value of stock issued for note modification of $410,008 and $9,000, respectively.

Current wording

During the three months ended September 30, 2025 and 2024, the Company recorded a fair value of stock issued for note modification of $863,651 and $0, respectively.

Previous wording

Interest expense for the three months ended June 30, 2025, was $181,387, as compared to $95,944 during the three months ended June 30, 2024.

Current wording

Interest expense for the three months ended September 30, 2025, was $184,241, as compared to $121,245 during the three months ended September 30, 2024.

Previous wording

As a result of the foregoing, the net loss for the three months ended June 30, 2025, was $2,114,445 as compared to the net loss of $550,735 during the three months ended June 30, 2024.

Current wording

As a result of the foregoing, the net loss for the three months ended September 30, 2025, was $1,765,688 as compared to the net loss of $627,264 during the three months ended September 30, 2024.

Previous wording

Six months ended June 30, 2025, compared to six months ended June 30, 2024

Current wording

Nine months ended September 30, 2025, compared to nine months ended September 30, 2024

Previous wording

General and administrative expenses for the three months ended June 30, 2025, were $957,597, an increase of $511,806 or 115%, compared to $445,791 for the three months ended June 30, 2024. The increase in operating expenses was mainly due to an increase in share-based compensation.

Current wording

General and administrative expenses for the nine months ended September 30, 2025, were $1,509,194, an increase of $293,349 or 24%, compared to $1,215,845 for the nine months ended September 30, 2024. The increase in operating expenses was mainly due to an increase in share-based compensation.

Previous wording

During the six months ended June 30, 2025 and 2024, our company recorded a loss on extinguishment of debt of $565,453 and $516,083, respectively.

Current wording

During the nine months ended September 30, 2025 and 2024, our company recorded a loss on extinguishment of debt of $990,109 and $516,083, respectively.

Previous wording

During the six months ended June 30, 2025 and 2024, the Company recorded a fair value of stock issued for note modification of $410,008 and $14,382, respectively.

Current wording

During the nine months ended September 30, 2025 and 2024, the Company recorded a fair value of stock issued for note modification of $1,273,659 and $14,382, respectively.

Previous wording

Interest expense for the six months ended June 30, 2025, was $326,569, as compared to $174,327 during the six months ended June 30, 2024.

Current wording

Interest expense for the nine months ended September 30, 2025, was $510,810, as compared to $295,572 during the nine months ended September 30, 2024.

Previous wording

As a result of the foregoing, the net loss for the six months ended June 30, 2025, was $2,518,084 as compared to the net loss of $1,414,618 during the six months ended June 30, 2024.

Current wording

As a result of the foregoing, the net loss for the nine months ended September 30, 2025, was $4,283,772 as compared to the net loss of $2,041,882 during the nine months ended September 30, 2024.

Previous wording

We require cash to fund our operating expenses and working capital requirements, including outlays for capital expenditures. The accompanying consolidated financial statements have been prepared on a going concern basis. Our company had a net loss of $2,518,084 during the six months ended June 30, 2025, had accumulated losses totaling $27,064,641, and a working capital deficit of $8,437,663 as of June 30, 2025. These factors, among others, indicate that our company may be unable to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Current wording

We require cash to fund our operating expenses and working capital requirements, including outlays for capital expenditures. The accompanying consolidated financial statements have been prepared on a going concern basis. Our company had a net loss of $4,283,772 during the nine months ended September 30, 2025, had accumulated losses totaling $28,830,329, and a working capital deficit of $9,237,497 as of September 30, 2025. These factors, among others, indicate that our company may be unable to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Previous wording

During the six months ended June 30, 2025, our company used $356,206 of cash in operating activities as a result of our net loss of $2,518,084, offset by loss on debt settlement of $565,453, fair value of stock issued for note modification of $410,008, share-based compensation of $682,978, accrued interest of $315,978, and net changes in operating assets and liabilities of $187,461.

Current wording

During the nine months ended September 30, 2025, our company used $483,456 of cash in operating activities as a result of our net loss of $4,283,772, offset by loss on debt settlement of $990,109, fair value of stock issued for note modification of $1,273,659, share-based compensation of $785,181, accrued interest of $494,766, and net changes in operating assets and liabilities of $256,601.

Previous wording

During the six months ended June 30, 2024, our company used $273,154 of cash in operating activities as a result of our net loss of $1,414,618, offset by loss on debt settlement of $516,083 and amortization of debt discount of $24,737, fair value of stock issued for note modification of $14,382, share-based compensation of $14,261, accrued interest of $138,640, and net changes in operating assets and liabilities of $433,361.

Current wording

During the nine months ended September 30, 2024, our company used $585,876 of cash in operating activities as a result of our net loss of $2,041,882, offset by loss on debt settlement of $516,083 and amortization of debt discount of $28,497, fair value of stock issued for note modification of $14,382, share-based compensation of $14,261, accrued interest of $219,910, and net changes in operating assets and liabilities of $662,783.

Previous wording

During the six months ended June 30, 2025 and 2024, our company had no investing activities.

Current wording

During the nine months ended September 30, 2025 and 2024, our company had no investing activities.

Previous wording

During the six months ended June 30, 2025, financing activities provided $350,000 in proceeds from convertible notes.

Current wording

During the nine months ended September 30, 2025, financing activities provided $480,000 in proceeds from convertible notes.

Previous wording

During the six months ended June 30, 2024, financing activities provided $284,182, including $105,000 in proceeds from convertible notes and $179,182 in proceeds from promissory notes.

Current wording

During the nine months ended September 30, 2024, financing activities provided $581,733, resulting from $135,000 in proceeds from convertible notes and $671,733 in proceeds from promissory notes, offset by repayment of promissory notes of $225,000.