AMERICAN BATTERY TECHNOLOGY Co
For the period ended Jun 30, 2026. Filed Sep 14, 2026.
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FY2026 · Filed Sep 14, 2026
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Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures.
We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Disclosure controls and procedures are controls and other procedures designed to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of June 30, 2026, the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2026, the Company’s disclosure controls and procedures are not effective, based on the material weaknesses described below.
Management’s Report on Internal Control over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Management, with the participation of the principal executive officer and principal financial officer, under the oversight of our Board of Directors, assessed the effectiveness of our internal control over financial reporting as of June 30, 2026, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 Framework). Based on this assessment, management concluded that, as of June 30, 2026, our internal control over financial reporting was not effective, due to the material weaknesses in internal control over financial reporting, described below.
Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including the individuals serving as our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.
Material Weaknesses in Internal Control over Financial Reporting
The Company did not maintain a sufficient complement of personnel with the appropriate level of technical accounting expertise to effectively identify, evaluate, and design controls related to complex transactions. Additionally, the Company did not maintain adequate segregation of duties within its financial reporting processes, resulting in incompatible responsibilities and insufficient independent review controls. As a consequence, internal control deficiencies related to the design and operation of process-level controls were determined to be pervasive throughout the Company’s financial reporting processes. These material weaknesses create a reasonable possibility that a material misstatement of account balances or disclosures in the consolidated financial statements may not be prevented or detected in a timely manner. Therefore, we concluded that the deficiencies represent material weaknesses in the Company’s internal control over financial reporting and our internal control over financial reporting was not effective as of June 30, 2026.
Remediation Plan
Remediation Efforts for Identified Material Weaknesses
We have implemented, and are continuing to design and implement, measures to remediate the control deficiencies that resulted in the material weaknesses identified in our internal control over financial reporting.
Remediation Measures in Progress:
| ● | We are designing and implementing controls related to our internal control risk assessment process, including the identification and response to relevant risks. |
| ● | We are designing and implementing general information technology (IT) controls, including logical access and program change controls, and are in the process of hiring qualified IT personnel. |
| ● | We are designing and implementing controls over the evaluation and oversight of relevant service organizations. |
| ● | We have engaged a third-party consultant that is assisting management in the evaluation, design and implementation of internal controls over financial reporting. |
| ● | We will hire additional personnel with appropriate level of technical accounting expertise to effectively identify, evaluate and design controls related to complex transactions. |
| ● | On January 25, 2026, the Board of Directors of the Company appointed Alejandro Flores Arteaga to serve as Chief Financial Officer of the Company, effective February 9, 2026. Jesse Deutsch, the Interim Chief Financial Officer, retired from the Company effective February 9, 2026. |
We will consider the material weaknesses remediated when the relevant controls have been fully implemented, have operated for a sufficient period of time, and when management has concluded, through testing, that these controls are operating effectively. As we continue to monitor and evaluate the effectiveness of our internal control over financial reporting, we may implement additional changes or enhancements as deemed necessary.
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