AMERICAN BATTERY MATERIALS, INC.
For the period ended Mar 31, 2025. Filed May 13, 2025.
View on SEC.govAbout 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, 2025 · Filed May 13, 2025
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-14.
0001493152-24-045832
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-13.
0001641172-25-009953
Item 2. 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 65 previous paragraphs and 46 current paragraphs.
33 unchanged; 11 reworded; 1 added; 19 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 3 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
Gain (Loss) on Extinguishment
Removed paragraphs (19)
Previous report
Nine months ended September 30, 2024, Compared to Nine months ended September 30, 2023
Previous report
Revenue
Previous report
Operating Expenses
Previous report
General and administrative expenses for the nine months ended September 30, 2024, were $1,215,845, a decrease of $949,649 or 44%, compared to $2,165,494 for the nine months ended September 30, 2023. The decrease in operating expenses was mainly due to a decrease in professional fees. In the nine months ended September 30, 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
Gain (Loss) on Settlement of Liabilities
Previous report
Extension fees due to SPAC Sponsor
Previous report
During the nine months ended September 30, 2023, the Company recorded $101,662 of extension fees due to SPAC Sponsor. No such transactions were noted during the nine months ended September 30, 2024.
Previous report
Interest Expense
Previous report
Interest expense for the nine months ended September 30, 2024, was $295,572, as compared to $94,771 during the nine months ended September 30, 2023.
Previous report
Net Loss
Previous report
During the nine months ended September 30, 2023, the Company expended $106,000 for staking activities related to new federal mining claims located in the Lisbon Valley of Utah.
Previous report
During the nine months ended September 30, 2023, financing activities provided $2,314,000, resulting from $2,025,000 in proceeds from convertible notes, $100,000 in proceeds from promissory notes, and $189,000 in proceeds from the exercise of warrants.
Previous report
Amendments to Outstanding Promissory Notes
Previous report
On various dates from April 1 to April 8, 2024, with an effective date as of March 29, 2024, we entered into the following transactions regarding our outstanding promissory notes:
Previous report
In considerationfor the extensions of the maturity date and agreement not to convert their notes, the principal amount due under each note was increased by 30% and the interest rate of each note was increased to 10% beginning on the effective date of March 29, 2024. We negotiated the note amendments with the investors, all of whom are unaffiliated with our company, on an arm’s-length basis. As additional consideration for each note amendment, we also issued to the investors a total of 237,250 shares of our common stock on a pro rata basis.
Previous report
Fair Value of Financial Instruments
Previous 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:
Previous report
Derivative Financial Instruments
Previous 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.
Reworded paragraphs (11)
Previous wording
The following discussion and analysis is intended to help you understand our results of operations and financial conditionas of September 30, 2024 and for the nine months ended September 30, 2024 and 2023. This discussion and analysis is provided as a supplement to and should be read in conjunction with ourcondensed 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, 2023.
Current wording
The following discussion and analysis is intended to help you understand our results of operations and financial conditionas of March 31, 2025 and for the three months ended March 31, 2025 and 2024. This discussion and analysis is provided as a supplement to and should be read in conjunction with ourcondensed 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 three months ended September 30, 2024, were $506,019, a decrease of $118,933 or 19%, compared to $624,952 for the three months ended September 30, 2023. The decrease in operating expenses was mainly due to a decrease in professional fees. In the three months ended September 30, 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
Current wording
General and administrative expenses for the three months ended March 31, 2025, were $258,457, a decrease of $5,578 or 2%, compared to $264,035 for the three months ended March 31, 2024. The decrease in operating expenses was mainly due to a decrease in professional fees.
Previous wording
During the nine months ended September 30, 2024, our company recorded a loss on settlement of liabilities of $516,083. During the nine months ended September 30, 2023, our company recorded a gain on settlement of liabilities of $67,984, consisting of $7,008 in principal and $60,976 in interest forgiven by creditors.
Current wording
During the three months ended March 31, 2024, our company recorded a loss on extinguishment of debt of $516,083.
Previous wording
During the nine months ended September 30, 2024, our company recorded a fair value of stock issued for note modification of $14,382. During the nine months ended September 30, 2023, the Company recorded a fair value of stock issued for note modification of $168,856.
Current wording
During the three months ended March 31, 2024, the Company recorded a fair value of stock issued for note modification of $5,382.
Previous wording
Interest expense for the three months ended September 30, 2024, was $121,245, as compared to $47,554 during the three months ended September 30, 2023.
Current wording
Interest expense for the three months ended March 31, 2025, was $145,182, as compared to $78,383 during the three months ended March 31, 2024.
Previous wording
As a result of the foregoing, the net loss for the three months ended September 30, 2024, was $627,264 as compared to the net loss of $943,024 during the three months ended September 30, 2023.
Current wording
As a result of the foregoing, the net loss for the three months ended March 31, 2025, was $403,639 as compared to the net loss of $863,883 during the three months ended March 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 $2,041,882 during the nine months ended September 30, 2024, had accumulated losses totaling $22,281,521, and a working capital deficit of $5,236,132 as of September 30, 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 $403,639 during the three months ended March 31, 2025, had accumulated losses totaling $24,950,196, and a working capital deficit of $7,360,245 as of March 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 nine months ended September 30, 2023, the Company used $1,911,600 of cash in operating activities as a result of the Company’s net loss of $2,462,799, increased by gain on debt settlement of $67,984 and amortization of debt discount of $89,876, and offset by fair value of options issued for note modification of $168,856, share-based compensation of $446,113, and net changes in operating assets and liabilities of $94,090.
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, and net changes in operating assets and liabilities of $253,168.
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, and net changes in operating assets and liabilities of $882,783.
Current wording
During the three months ended March 31, 2024, our company used $85,886 of cash in operating activities as a result of our net loss of $863,883, offset by loss on debt settlement of $516,083 and amortization of debt discount of $20,235, fair value of stock issued for note modification of $5,382, share-based compensation of $1,566, and net changes in operating assets and liabilities of $110,814.
Previous wording
During the nine months ended September 30, 2024, our company had no investing activities.
Current wording
During the three months ended March 31, 2025 and 2024, 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, 2025, financing activities provided $105,000 in proceeds from convertible notes.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
During the three months ended March 31, 2024, financing activities provided $105,000 in proceeds from convertible notes.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
For the nine months ended September 30, 2024, and 2023, our company had no revenue.
Previous report — wording carried elsewhere
As a result of the foregoing, the net loss for the nine months ended September 30, 2024, was $2,041,882 as compared to the net loss of $2,462,799 during the nine months ended September 30, 2023.