AMERICAN BATTERY MATERIALS, INC.
For the period ended Dec 31, 2025. Filed Mar 19, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 19, 2026
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-25.
0001641172-25-000535
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-19.
0001493152-26-011615
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 41 previous paragraphs and 43 current paragraphs.
26 unchanged; 11 reworded; 6 added; 4 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 9 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 (6)
Current report
General and administrative expenses for the year ended December 31, 2025, were $1,863,256, an increase of $294,549 or 19%, compared to $1,568,707 for the year ended December 31, 2024. The increase in operating expenses was mainly due to an increase in share-based compensation.
Current report
Critical Accounting Policies
Current report
Fair Value of Financial Instruments
Current report
For certain of our financial instruments, including cash and equivalents, accounts receivable, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to our short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by us. ASC Topic 825, “Financial Instruments,” defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows:
Current report
Derivative Financial Instruments
Current report
We evaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. Certain warrants issued by us contain terms that result in the warrants being classified as derivative liabilities for accounting purposes. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. We do not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks.
Removed paragraphs (4)
Previous report
We are a U.S. based renewable energy company focused on the extraction, refinement and distribution of technical minerals in an environmentally responsible manner. We formerly developed, marketed and distributed various self-serve electronic kiosks and mall/airport co-branded islands throughout North America. Due to the nationwide shutdown related to the Covid-19 pandemic, we spent a portion of 2020 restructuring and retiring certain corporate debt and obligations and focusing on implementing a new operational direction.
Previous report
Through the corporate reorganization and repositioning process, we found ourselves with the unique opportunity to acquire mining claims that historically reported high levels of lithium and other technical minerals crucial to produce batteries used in many technology products and markets. We hired and affiliated ourselves with industry veterans that bring decades of experience, credibility and relationships.
Previous report
General and administrative expenses for the year ended December 31, 2024, were $1,568,707, a decrease of $884,993 or 36%, compared to $2,453,700 for the year ended December 31, 2023. The decrease in operating expenses was mainly due to a decrease in professional fees. In the year ended December 31, 2023, the higher operating expenses were attributable to costs incurred for staking new claims in Utah, exploration well permitting, development of technical reports and geological modeling, and legal fees associated with the SPAC business combination.
Previous report
During the year ended December 31, 2023, the Company expended $106,000 for staking activities related to new federal mining claims located in the Lisbon Valley of Utah.
Reworded paragraphs (11)
Previous wording
On November 5, 2021, we acquired the rights to 102 federal mining claims located in the Lisbon Valley of Utah for $100,000 plus the future payment of royalties based on a percentage of the net revenue from the sale of lithium produced from a portion of the mining property. The acquisition was driven by historical mineral data from seven existing wells with brine aquifer access. We are defined as an exploration stage issuer, under SEC Regulation S-K Item 1300. An independent third-party technical report indicated that further investment and development in the claims was warranted, although no determination has been made whether we have any reserves of minerals. Similarly, no determination has been made whether mineralization could be economically and legally produced or extracted. We have no mineral reserves as defined by Regulation S-K Item 1300 and have had no mining revenue to date.
Current wording
We are a U.S. based renewable energy company focused on the extraction, refinement and distribution of technical minerals in an environmentally responsible manner. On November 5, 2021, we acquired the rights to 102 federal mining claims located in the Lisbon Valley of Utah for $100,000 plus the future payment of royalties based on a percentage of the net revenue (2%) from the sale of all minerals produced from this portion of the mining property. The acquisition was driven by historical mineral data from seven existing wells with brine aquifer access. We are defined as an exploration stage issuer, under SEC Regulation S-K Item 1300. An independent third-party technical report indicated that further investment and development in the claims was warranted, although no determination has been made whether we have any reserves of minerals. Similarly, no determination has been made whether mineralization could be economically and legally produced or extracted. We have no mineral reserves as defined by Regulation S-K Item 1300 and have had no mining revenue to date.
Previous wording
For the years ended December 31, 2024, and 2023, our company had no revenue.
Current wording
For the year ended December 31, 2025, and 2024, our company had no revenue.
Previous wording
During the year ended December 31, 2024, our company recorded a loss on extinguishment of debt of $1,842,273. During the year ended December 31, 2023, the Company recorded a gain on extinguishment of debt of $441,041, consisting of $7,008 in principal and $60,976 in interest forgiven by noteholders, and $373,057 in aged payables write-off.
Current wording
During the year ended December 31, 2025 and 2024, our company recorded a loss on extinguishment of debt of $1,744,906 and $1,842,273, respectively.
Previous wording
During the year ended December 31, 2024, our company recorded a fair value of stock issued for note modification of $449,660. During the year ended December 31, 2023, the Company recorded a fair value of stock issued for note modification of $168,856.
Current wording
During the year ended December 31, 2025 and 2024, the Company recorded a fair value of stock issued for note modification of $2,082,423 and $449,660, respectively.
Previous wording
Interest expense for the year ended December 31, 2024, was $446,278, as compared to $203,287 during the year ended December 31, 2023.
Current wording
Interest expense for the year ended December 31, 2025, was $719,979, as compared to $446,278 during the year ended December 31, 2024.
Previous wording
As a result of the foregoing, the net loss for the year ended December 31, 2024, was $4,306,918 as compared to the net loss of $2,384,802 during the year ended December 31, 2023.
Current wording
As a result of the foregoing, the net loss for the year ended December 31, 2025, was $6,410,564 as compared to the net loss of $4,306,918 during the year ended December 31, 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 $4,306,918 during the year ended December 31, 2024, had accumulated losses totaling $24,546,557, and a working capital deficit of $7,012,565 as of December 31, 2024. 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 $6,410,564 during the year ended December 31, 2025, had accumulated losses totaling $30,957,121, and a working capital deficit of $10,502,348 as of December 31, 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 year ended December 31, 2023, the Company used $2,278,206 of cash in operating activities as a result of the Company’s net loss of $2,384,802, increased by gain on debt settlement of $441,041 and amortization of debt discount of $28,497, and offset by fair value of options issued for note modification of $168,856, share-based compensation of $275,465, and net changes in operating assets and liabilities of $131,813.
Current wording
During the year ended December 31, 2025, our company used $499,416 of cash in operating activities as a result of our net loss of $6,410,564, offset by gain (loss) on extinguishment of debt of $1,744,906, fair value of stock issued for note modification of $2,082,423, share-based compensation of $838,358, accrued interest of $698,990, and net changes in operating assets and liabilities of $546,471.
Previous wording
During the year ended December 31, 2024, our company used $750,311 of cash in operating activities as a result of our net loss of $4,306,918, offset by loss on debt settlement of $1,842,273 and amortization of debt discount of $28,497, fair value of stock issued for note modification of $449,660, share-based compensation of $67,586, and net changes in operating assets and liabilities of $1,168,591.
Current wording
During the year ended December 31, 2024, our company used $750,311 of cash in operating activities as a result of our net loss of $4,306,918, offset by gain (loss) on extinguishment of debt of $1,842,273 and amortization of debt discount of $28,497, fair value of stock issued for note modification of $449,660, share-based compensation of $67,586, accrued interest of $364,879 and net changes in operating assets and liabilities of $ 803,712.
Previous wording
During the year ended December 31, 2024, our company had no investing activities.
Current wording
During the years ended December 31, 2025 and 2024, our company had no investing activities.
Previous wording
During the year ended December 31, 2023, financing activities provided $2,349,000, resulting from $2,025,000 in proceeds from convertible notes, $100,000 in proceeds from promissory notes, and $224,000 in proceeds from the exercise of warrants.
Current wording
During the year ended December 31, 2025, financing activities provided $490,000, resulting from $480,000 in proceeds from convertible notes and $10,000 in proceeds from promissory notes.