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AMERICAN BATTERY MATERIALS, INC.

For the period ended Mar 31, 2026. Filed May 15, 2026.

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.

Mar 31, 2026 · Filed May 15, 2026

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What changed in Management’s Discussion and Analysis?

Read the current filing

Previous 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

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-15.

0001493152-26-023799

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 44 current paragraphs.

31 unchanged; 13 reworded; 0 added; 11 removed; 4 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.

Removed paragraphs (11)

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 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 report

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

Previous report

For the nine months ended September 30, 2025, and 2023, our company had no revenue.

Previous report

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.
Reworded paragraphs (13)

Previous 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.

Current wording

The following discussion and analysis is intended to help you understand our results of operations and financial condition as of March 31, 2026 and for the three months ended March 31, 2026 and 2025. 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, 2025.

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

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.

Current wording

General and administrative expenses for the three months ended March 31, 2026, were $379,962, an increase of $121,505 or 47%, compared to $258,457 for the three months ended March 31, 2025. The increase in operating expenses was mainly due to an increase in professional fees.

Previous 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.

Current wording

During the three months ended March 31, 2026 and 2025, our company recorded a loss on extinguishment of debt of $1,045,346 and $0, respectively.

Previous 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.

Current wording

During the three months ended March 31, 2026 and 2025, the Company recorded a fair value of stock issued for note modification of $2,572,517 and $0, respectively.

Previous 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.

Current wording

Interest expense for the three months ended March 31, 2026, was $229,584, as compared to $145,182 during the three months ended March 31, 2025.

Previous 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.

Current wording

As a result of the foregoing, the net loss for the three months ended March 31, 2026, was $4,227,409 as compared to the net loss of $403,639 during the three months ended March 31, 2025.

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 $4,283,772 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.

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 $4,227,409 during the three months ended March 31, 2026, had accumulated losses totalling $35,184,530, and a working capital deficit of $12,061,834 as of March 31, 2026. 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 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.

Current wording

During the three months ended March 31, 2026, our company used $145,469 of cash in operating activities as a result of our net loss of $4,227,409, offset by gain (loss) on extinguishment of debt of $1,045,346, fair value of stock issued for note modification of $2,572,517, share-based compensation of $41,136, accrued interest of $225,316, and net changes in operating assets and liabilities of $197,625.

Previous 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.

Current wording

During the three months ended March 31, 2025, our company used $94,512 of cash in operating activities as a result of our net loss of $403,639, offset by share-based compensation of $55,959, accrued interest of $139,951 and net changes in operating assets and liabilities of $113,217.

Previous wording

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

Current wording

During the three months ended March 31, 2026 and 2025, our company had no investing activities.

Previous 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.

Current wording

During the three months ended March 31, 2026, financing activities provided $174,270, resulting from $120,000 in proceeds from promissory notes and $54,270 in proceeds from option exercises.

Previous wording

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

Current wording

During the three months ended March 31, 2025, financing activities provided $105,000 in proceeds from convertible notes.
Rearranged previous paragraphs (4)

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

Fair Value of Stock Issued for Note Modification

Previous report — wording carried elsewhere

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 report — wording carried elsewhere

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.