AMERICAN BATTERY TECHNOLOGY Co

Previous wording

American Battery Technology Company (the “Company”) is a growth-stage company in the lithium–ion battery industry that is working to increase the domestic U.S. production of battery materials, such as lithium, nickel, cobalt, and manganese through its: (i) exploration of new, United States primary resources of battery materials, (ii) development and commercialization of new technologies for the extraction of these battery materials from primary resources, and (iii) commercialization of an internally developed integrated process for the recycling of lithium–ion batteries. Through this three–pronged approach the Company is working to both increase the domestic production of these battery materials, and to ensure spent batteries have their elemental battery metals returned to the domestic manufacturing supply chain in an economical, environmentally-conscious, closed–loop fashion.

Current wording

American Battery Technology Company (the “Company”) is a growth-stage company in the lithium–ion battery industry that is working to increase the domestic U.S. production of battery materials, such as lithium, nickel, cobalt, and manganese through its: (i) exploration of new, United States based primary resources of battery materials, (ii) development and commercialization of new technologies for the extraction of these battery materials from primary resources, and (iii) commercialization of an internally developed integrated process for the recycling of lithium–ion batteries. Through this three–pronged approach the Company is working to both increase the domestic production of these battery materials, and to ensure spent batteries have their elemental battery metals returned to the domestic manufacturing supply chain in an economical, environmentally-conscious, closed–loop fashion.

Previous wording

To implement this business strategy, the Company has constructed its first integrated lithium–ion battery recycling facility, which takes in waste and end–of–life battery materials from the electric vehicle, stationary storage, and consumer electronics industries. The ramp-up and operation of this facility remain a top priorities, and the Company has significantly expanded resources to support its development. These efforts include hiring additional technical staff, expanding laboratory facilities, and purchasing equipment. As a result, the Company generated its first revenue in the fourth quarter of fiscal year 2024 and achieved continued growth in production volumes and revenue throughout fiscal year 2025. The Company was awarded and has completed a competitively bid grant from the U.S. Advanced Battery Consortium to support a $2 million project to accelerate the development and demonstration of the technologies within this integrated lithium–ion battery recycling facility. The Company has also been awarded an additional grant from the DOE to support a $20 million project under the Bipartisan Infrastructure Law to validate, test, and deploy three next-generation disruptive advanced separation and processing recycling technologies.

Current wording

To implement this business strategy, the Company has constructed its first integrated lithium–ion battery recycling facility, which takes in waste and end–of–life battery materials from the electric vehicle, battery energy storage system (“BESS”), and consumer electronics industries. The ramp-up and operation of this facility remain top priorities, and the Company has significantly expanded resources to support its development. These efforts include hiring additional technical staff, expanding laboratory facilities, and purchasing equipment. As a result, the Company generated its first revenue in the fourth quarter of fiscal year 2024 and achieved continued growth in production volumes and revenue through December 31, 2025.

Previous wording

The TFLP is one of the largest identified lithium resources in the United States, and the Company recently published a PreFeasibility Study (“PFS”) that details the lithium mineral resources and reserves at this property, as well as the technical and financial roadmap for bringing the associated lithium mine and lithium hydroxide monohydrate (“LHM”) refinery to commercialization. This PFS has concluded that the TFLP contains approximately 21.3 million tonnes LHM resource, with 2.7 million tonnes of LHM further classified as proven and probable reserve. The total processing costs for manufacturing this battery grade LHM is published to be $4,307 per tonne LHM. This project was recently selected by the National Energy Dominance Council (NEDC) and the FAST-41 Permitting Council within the Trump Administration to become a Priority Project, in order to enable streamlined federal permitting to accelerate the commercialization of this project.

Current wording

The TFLP is one of the largest identified lithium resources in the United States, and the Company recently published a Pre-Feasibility Study (“PFS”) that details inferred, indicated, and measured resources and proven and probable reserves at this property, as well as the technical and financial roadmap for bringing the associated lithium mine and lithium hydroxide monohydrate (“LHM”) refinery to commercialization. This PFS has estimated that the TFLP contains approximately 21.3 million tonnes LHM resource, with 2.7 million tonnes of LHM further classified as proven and probable reserves. The total processing costs for manufacturing this battery grade LHM is projected to be $4,307 per tonne LHM. Inferred, indicated, and measured resources have lower levels of geological confidence than proven and probable reserves, and in certain cases may not be considered when assessing the economic viability of a mining project.

Previous wording

For the three months ended September 30:

Current wording

A reconciliation of cost of goods sold to cash cost of goods sold and adjusted gross margin (both are a non-GAAP measure) for the three months ended December 31, 2025 was as follows:

Previous wording

Cost of goods sold during the three months ended September 30, 2025 and 2024 were $4.5 million and $2.5 million, respectively. The increase in cost of sales was primarily driven by higher headcount as the plant was commissioned, and employees were hired to support expanded production capacity. In addition, cost of goods sold reflects depreciation expense associated with the recycling facility fixed assets, which commenced upon the facility’s in-service date during the three months ended September 30, 2024. We expect these costs to be reduced as a percentage of revenue as we scale our production and gain efficiencies in the production process.

Current wording

Cost of goods sold during the three months ended December 31, 2025 and 2024 were $6.4 million and $3.3 million, respectively. The increase in cost of sales was primarily driven by higher headcount and an increase in operations as the plant was commissioned, and employees were hired to support expanded production capacity. In addition, cost of goods sold reflects depreciation expense associated with the recycling facility fixed assets, which commenced upon the facility’s in-service date during the three months ended September 30, 2024. We expect these costs to be reduced as a percentage of revenue as we scale our production and gain efficiencies in the production process.

Previous wording

During the three months ended September 30, 2025, the Company incurred $6.6 million of operating expenses compared to $7.5 million of operating expenses during the three months ended September 30, 2024. The decrease is primarily due to the items described below:

Current wording

During the three months ended December 31, 2025, the Company incurred $8.3 million of operating expenses compared to $10.8 million of operating expenses during the three months ended December 31, 2024. The decrease is primarily due to the items described below:

Previous wording

During the three months ended September 30, 2025 and 2024, our revenue was $0.9 million and $0.2 million, respectively, which related to the sale of our black mass and byproducts resulting from recycling operations.

Current wording

During the six months ended December 31, 2025 and 2024, our revenue was $5.7 million and $0.5 million, respectively, which related to the sale of our black mass and byproducts resulting from recycling operations. The increase in revenue was primarily driven by an increase in available feedstock, which enabled higher production throughput, as well as higher market prices for black mass and mixed metals byproducts during the current period, compared to the prior-year period.

Previous wording

General and administrative expenses consist of stock-based compensation, office expenses, legal, recruitment, business development, public relations, and general facility expenses. For the three months ended September 30, 2025, general and administrative expenses were $3.6 million, a decrease of $1.4 million from the same period in the prior year, primarily related to a decrease in payroll costs of $0.7 million, driven by changes in employee activity, resulting in a decrease in general and administrative expenses with a corresponding increase to research and development expenses; $0.5 million in stock compensation expense; and $0.2 million in accounting, audit and insurance expenses.

Current wording

General and administrative expenses consist of stock-based compensation, office expenses, legal, accounting, recruiting, business development, public relations, and general facility expenses. For the six months ended December 31, 2025, general and administrative expenses were $7.5 million, a decrease of $5.1 million from the same period in the prior year, primarily related to: decrease of $4.1 million in stock compensation expense associated with Fiscal 2026 executive performance milestones that is not recognizable as expense in the current quarter as the milestones were not finalized and approved by the board of directors until January 2026. This amount, in addition to the estimated expense for the quarter ended March 31, 2026, will be recognized as expense in that quarter; a decrease in payroll costs of $0.8 million, driven by changes in employee activity, resulting in a decrease in general and administrative expenses with a corresponding increase to research and development expenses; and $0.2 million in accounting, compliance, legal and insurance expenses.

Previous wording

Research and development expenses consist primarily of personnel, laboratory leases, and supplies. Research and development expenses for the three months ended September 30, 2025 and 2024, were $2.7 million and $2.0 million, respectively.

Current wording

Research and development expenses consist primarily of personnel, laboratory leases, and supplies. Research and development expenses for the six months ended December 31, 2025 and 2024, were $6.5 million and $5.0 million, respectively.

Previous wording

Exploration costs consist primarily of drilling, assay, claim fees, personnel, stock-based compensation, office and warehouse, travel, and other costs related to exploration of claims in central Nevada. Exploration expenses totaled $0.3 million for the three months ended September 30, 2025, compared to $0.4 million during the same period in the prior year. The increase resulted principally from costs related to drilling, assaying, and engineering to further define and potentially upgrade the geological classification of the mineral rights.

Current wording

Exploration costs consist primarily of drilling, assay, claim fees, personnel, stock-based compensation, office and warehouse, travel, and other costs related to exploration of claims in central Nevada. Exploration expenses totaled $0.8 million for the six months ended December 31, 2025, compared to $0.7 million during the same period in the prior year. Mineral exploration costs increased for the period, primarily reflecting the ongoing pre-feasibility study activities and annual mineral claim maintenance fees, offset by capitalization of costs related to proven and probable reserves..

Previous wording

Other expense was $0.2 million in the three months ended September 30, 2025, versus other expense of $1.9 million during the same period in the prior year. The changes for the three months ended September 30, 2025 primarily resulted from a change in fair value of the derivative liability of $0.7 million (see Note 13 of the condensed consolidated financial statements for further detail), $0.7 loss on debt extinguishment, $0.6 million loss on private placement, $0.2 million for change in fair value of liability classified instruments, and a decrease in the amortization and accretion of financing costs of $0.9 million.

Current wording

Other income was $0.4 million in the six months ended December 31, 2025, versus other expense of $1.5 million during the same period in the prior year. The change for the six months ended December 31, 2025 primarily resulted from a change in fair value of the derivative liability of $0.7 million (see Note 13 of the condensed consolidated financial statements for further detail), $0.7 loss on debt extinguishment, $0.6 million loss on private placement, $0.9 million for change in fair value of liability classified instruments, an increase in interest income due to investment of cash in money market funds, and a decrease in the amortization and accretion of financing costs of $1.6 million.

Previous wording

At September 30, 2025, the Company had available cash of $30.1 million and total assets of $101.5 million compared to available cash of $7.5 million and total assets of $84.5 million at June 30, 2025. The increase of cash is due to the raising of capital through the exercising of warrant agreements, utilization of the ATM sales agreement with Virtu Americas, LLC, and revenue from sales of its products.

Current wording

At December 31, 2025, the Company had available cash of $47.9 million and total assets of $123.3 million compared to available cash of $7.5 million and total assets of $84.5 million at June 30, 2025. The increase of cash is due to the raising of capital through the exercising of warrant agreements, utilization of the ATM sales agreement with Virtu Americas, LLC, and revenue from sales of its products.

Previous wording

The Company had total current liabilities of $5.3 million at September 30, 2025, compared to $13.7 million at June 30, 2025. The decrease related to conversion of the debt as discussed in Note 11 and timing of payments for accounts payable and accrued expenses.

Current wording

The Company had total current liabilities of $4.2 million at December 31, 2025, compared to $13.7 million at June 30, 2025. The decrease related to conversion of the debt as discussed in Note 11 and timing of payments for accounts payable and accrued expenses.

Previous wording

As of September 30, 2025, the Company had working capital of $35.4 million compared to $10.9 million at June 30, 2025.

Current wording

As of December 31, 2025, the Company had working capital of $58.0 million compared to $10.9 million at June 30, 2025.

Previous wording

During the three months ended September 30, 2025, the Company used $7.1 million of cash for operating activities, compared to use of $5.6 million during the three months ended September 30, 2024. In both periods, the cash used supported an increased scale of operations including increased employee headcount and personnel costs, increased production, and increased administrative costs.

Current wording

During the six months ended December 31, 2025, the Company used $16.9 million of cash for operating activities, compared to use of $12.8 million during the six months ended December 31, 2024. In both periods, the cash used supported an increased scale of operations including increased employee headcount and personnel costs, increased production, and increased administrative costs.

Previous wording

During the three months ended September 30, 2025, the Company used cash in investing activities of $0.8 million for acquisition of property and equipment for its recycling facilities. This is in comparison to cash used in investing activities of $0.9 million for the three months ended September 30, 2024. The decrease in purchases reflects the completion of major capital investments, as the recycling plant has transitioned from expansion to fully operational status.

Current wording

During the six months ended December 31, 2025, the Company used cash in investing activities of $2.2 million. The Company used $1.6 million for acquisition of property and equipment for its recycling facilities while $0.5 million was used for capitalization of costs related to proven and probable reserves. This is in comparison to cash used in investing activities of $1.5 million for the six months ended December 31, 2024 for acquisition of property and equipment.

Previous wording

During the three months ended September 30, 2025, the Company had cash provided by financing activities of $26.3 million, compared to $5.2 million provided during the three months ended September 30, 2024. The Company has relied on equity and debt financing to support its increased operating activities, the ramp up of the recycling plant, development of the lithium claystone pilot plant, and upgrades to the geological classification of its Tonopah Flats claims through additional studies and assessments.

Current wording

During the six months ended December 31, 2025, the Company had cash provided by financing activities of $55.4 million, compared to $27.9 million provided during the six months ended December 31, 2024. The Company has relied on equity and debt financing to support its increased operating activities, the ramp up of the recycling plant, development of the lithium claystone pilot plant, and upgrades to the geological classification of its Tonopah Flats claims through additional studies and assessments.

Previous wording

The Company received proceeds of $26.3 million from equity financings during the three months ended September 30, 2025, compared to $8.8 million in the prior year period. In the three months ended September 30, 2024, equity financing proceeds were offset by the repayment of $3.6 million of notes payable, with no new borrowings during that period. In the current period, the carrying value of notes payable totaling $8.0 million was fully extinguished through conversion to equity, and no amounts remain outstanding.

Current wording

The Company received proceeds of $55.4 million from equity financings and warrant conversions during the six months ended December 31, 2025, compared to $33.4 million in the prior year period. In the six months ended December 31, 2024, equity financing proceeds were offset by the repayment of $5.5 million of notes payable. In the current period, the carrying value of notes payable totaling $8.0 million was fully extinguished through conversion to equity, and no amounts remain outstanding.

Previous wording

Our condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. We evaluate our estimates and assumptions on an ongoing basis using historical experience and other factors and adjust those estimates and assumptions when facts and circumstances dictate. Actual results could differ materially from those estimates and assumptions.

Current wording

Our condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. We evaluate our estimates and assumptions on an ongoing basis using historical experience and other factors and adjust those estimates and assumptions when facts and circumstances dictate. Actual results could differ materially from those estimates and assumptions.