AMERICAN BATTERY TECHNOLOGY Co

Previous wording

American Battery Technology Company (the “Company”) is an integrated critical battery materials company within 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 exploration of new domestic-US primary resources of battery metals, development and commercialization of new technologies for the extraction of these battery metals from primary resources, and 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 an integrated critical battery materials company within the lithium–ion battery industry that is working to increase the domestic U.S. production of critical battery materials, such as lithium, nickel, cobalt, and manganese through its exploration of new domestic-US primary resources of battery metals, development and commercialization of new technologies for the extraction of these battery metals from primary resources, and 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

ABTC has completed the construction and commissioning of its claystone to lithium hydroxide (LiOH) pilot plant, marking a significant milestone in the commercialization of its internally-developed processes to access an unrealized domestic primary lithium resource. The construction and commissioning of this pilot plant enables ABTC to demonstrate its technologies for accessing the lithium housed in its unconventional resource, Tonopah Flats Lithium Project (TFLP), in an integrated and continuous system, and to generate large amounts of battery grade lithium hydroxide for delivery to customers for qualifications and evaluation. The construction and operation of this pilot demonstration plant are supported by a competitively awarded grant from the DOE for this $4.5 million effort. Product from the pilot plant is being sent for analysis to confirm and validate the resource.

Current wording

ABTC has completed the construction and commissioning of its claystone to lithium hydroxide (LiOH) pilot plant, marking a significant milestone in the commercialization of its internally-developed processes to access an unrealized domestic primary lithium resource. The construction and commissioning of this pilot plant enables ABTC to demonstrate its technologies for accessing the lithium housed in its unconventional resource, Tonopah Flats Lithium Project (TFLP), in an integrated and continuous system, and to generate large amounts of battery grade lithium hydroxide for delivery to customers for qualifications and evaluation. The construction and operation of this pilot demonstration plant are supported by a competitively awarded grant from the DOE for this $4.5 million effort.

Previous wording

ABTC has filed an amended Initial Assessment for its Tonopah Flats Lithium Project (TFLP). The TFLP is one of the largest identified lithium resources in the U.S., and while initial pit designs and economic analyses in previous assessments evaluated the full resource, this updated Initial Assessment utilizes a commercialization pathway with a more rigorous mine plan that contemplates utilization of only Measured and Indicated Mineral Resources, and excludes Inferred Mineral Resources, to supply the planned commercial-scale lithium hydroxide refinery. This commercialization pathway allows for an engineered phased development, with improved access to the higher quality portions of the resource, and at improved project economics.

Current wording

ABTC has filed an amended Initial Assessment for its Tonopah Flats Lithium Project (TFLP). The TFLP is one of the largest identified lithium resources in the U.S., and while initial pit designs and economic analyses in previous assessments evaluated the full resource, this updated Initial Assessment utilizes a commercialization pathway with a more rigorous mine plan that contemplates utilization of only Measured and Indicated Mineral Resources, and excludes Inferred Mineral Resources, to supply the planned commercial-scale lithium hydroxide refinery. This commercialization pathway allows for an engineered phased development, with improved access to the higher quality portions of the resource, and improved project economics.

Previous wording

On March 28, 2024, ABTC was selected for an approximately $19.5 million tax credit through the Qualifying Advanced Energy Project Credits program (48C). This tax credit was granted by the U.S. Department of Treasury Internal Revenue Service following a highly competitive technical and economic review process performed by the DOE, which evaluated the feasibility of applicant facilities to advance America’s buildout of globally competitive critical material recycling, processing, and refining infrastructure. This $19.5 million tax credit can be utilized both for the reimbursement of capital expenditures spent to date, and also for equipment and infrastructure for additional value-add operations at ABTC’s battery recycling facility in the Tahoe-Reno Industrial Center (TRIC) in Storey County, Nevada. As of December 31, 2024, the Company has incurred qualifying expenditures for this tax credit but will not recognize any amounts until it has reasonable assurance of compliance with the relevant standards. The Company intends to sell the credit in order to monetize it’s value.

Current wording

On March 28, 2024, ABTC was selected for an approximately $19.5 million tax credit through the Qualifying Advanced Energy Project Credits program (48C). This tax credit was granted by the U.S. Department of Treasury Internal Revenue Service following a highly competitive technical and economic review process performed by the DOE, which evaluated the feasibility of applicant facilities to advance America’s buildout of globally competitive critical material recycling, processing, and refining infrastructure. This $19.5 million tax credit can be utilized both for the reimbursement of capital expenditures spent to date, and also for equipment and infrastructure for additional value-add operations at ABTC’s battery recycling facility in the Tahoe-Reno Industrial Center (TRIC) in Storey County, Nevada. As of March 31, 2025, the Company has incurred qualifying expenditures for this tax credit but will not recognize any amounts until it has reasonable assurance of compliance with the relevant standards.

Previous wording

On September 23, 2024, the U.S. DOE announced that the Company had been selected for award negotiations for a highly competitive grant for $150 million to be applied towards the construction of a new lithium-ion battery recycling facility. On December 18, 2024, the Company received a contracted grant award for $144 million of federal investment by the DOE, with these funds awarded to the Company and its subcontractor Argonne National Laboratory, to support the construction of a new lithium-ion battery recycling facility.

Current wording

On September 23, 2024, the U.S. DOE announced that the Company had been selected for award negotiations for a highly competitive grant for $150 million to be applied towards the construction of a new lithium-ion battery recycling facility. On December 18, 2024, the Company received a contracted grant award for $144 million of federal investment by the DOE, with these funds awarded to the Company and an additional $6.4 million awarded to its subcontractor Argonne National Laboratory, to support the construction of a new lithium-ion battery recycling facility.

Previous wording

Cost of goods sold during the three months ended December 31, 2024 was $3.3 million. After the removal of non-cash items of $1.2 million such as depreciation expense of $1.1 million and stock-based compensation of $0.1 million, cash cost of goods sold was $2.1 million. The high cost of goods sold is related to the depreciation of the recycling facility fixed assets which is time based, and labor and overhead costs. We expect these costs to continue to rise on an absolute basis but will be reduced as a percentage of revenue as we scale our production and sales and gain efficiencies in the production process.

Current wording

Cost of goods sold during the three months ended March 31, 2025 was $3.7 million. After the removal of non-cash items of $1.4 million which comprises depreciation expense of 1.2 million and stock-based compensation of $0.2 million, cash cost of goods sold was $2.3 million. The high cost of goods sold is related to the depreciation of the recycling facility fixed assets which are time based, and labor and overhead costs. We expect these costs to continue to rise on an absolute basis but will be reduced as a percentage of revenue as we scale our production and sales and gain efficiencies in the production process.

Previous wording

During the three months ended December 31, 2024, the Company incurred $10.8 million of operating expenses compared to $8.8 million during the three months ended December 31, 2023.

Current wording

During the three months ended March 31, 2025, the Company incurred $8.0 million of operating expenses compared to $8.6 million during the three months ended March 31, 2024.

Previous wording

General and administrative expenses consist of personnel, stock-based compensation, office expenses, legal, recruitment, business development, public relations, and general facility expenses. For the three months ended December 31, 2024 and 2023, general and administrative expenses were $7.7 million and $4.4 million, respectively. The increase of $3.3 million in the current period primarily related to increased employee stock-based compensation, personnel costs due to increased headcount, and external, audit and insurance costs.

Current wording

General and administrative expenses consist of personnel, stock-based compensation, office expenses, legal, recruitment, business development, public relations, and general facility expenses. For the three months ended March 31, 2025 and 2024, general and administrative expenses were $3.7 million and $3.2 million, respectively. The increase in the current period is primarily due to $0.2 million of increased external fees associated with capital raising activities, $0.6 million increase in stock-based compensation related to performance based awards program that began in first quarter 2025, and offset by $0.3 million in other administrative cost as a result of cost-saving measures.

Previous wording

Research and development expenses consist primarily of laboratory leases, supplies, personnel, stock-based compensation, and employee benefits. Research and development expenses for the three months ended December 31, 2024 and 2023 were $2.9 million and $3.6 million, respectively. The decrease in the current period is primarily due to allocation of a portion of such costs to inventory and cost of goods sold as part of phase 1 recycling operations coming online in the fourth quarter of fiscal 2024. Research and development expenses are partially offset by federal grant funds for awards the Company has contracted with various federal agencies. The Company recognized an offset to its research and development costs of $1.8 million and $0.7 million related to these awards for the three months ended December 31, 2024 and 2023 respectively.

Current wording

Research and development expenses consist primarily of laboratory leases, supplies, personnel, stock-based compensation, and employee benefits. Research and development expenses for the three months ended March 31, 2025 and 2024 were $3.3 million and $4.0 million, respectively. The decrease in the current period is primarily due to allocation of a portion of such costs to inventory and cost of goods sold as part of phase 1 recycling operations coming online in the fourth quarter of fiscal 2024. Research and development expenses are partially offset by federal grant funds for awards the Company has contracted with various federal agencies. The Company recognized an offset to its research and development costs of $2.0 million and $0.7 million related to these awards for the three months ended March 31, 2025 and 2024 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 $0.2 million for the three months ended December 31, 2024 compared to $0.8 million during the same period in the prior year. The decrease quarter-over-quarter resulted principally from higher costs in the prior year 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 $1.0 million for the three months ended March 31, 2025 compared to $1.4 million during the same period in the prior year. The decrease quarter-over-quarter resulted principally headcount reallocation to plant operations from exploration.

Previous wording

Results of Operations for the Six Months Ended December 31, 2024 and 2023

Current wording

Results of Operations for the Nine Months Ended March 31, 2025 and 2024

Previous wording

During the three months ended December 31, 2024, our revenue was $0.3 million. This is related to the sale of our recycled products produced from recycling operations and followed our initial revenue generated by the Company in the fourth quarter of fiscal 2024.

Current wording

During the nine months ended March 31, 2025, our revenue was $1.5 million. This is related to the sale of our recycled products produced from recycling operations.

Previous wording

Cost of goods sold during the six months ended December 31, 2024 was $5.8 million. After the removal of non-cash items of $2.4 million such as depreciation expense of $2.2 million and stock-based compensation of $0.2 million, cash cost of goods sold was $3.4 million. The high cost of goods sold is related to the depreciation of the recycling facility fixed assets, which is time based, and the finalization of the production process. We expect these costs to continue to rise on an absolute basis but will be reduced as a percentage of revenue as we scale our production and sales and gain efficiencies in the production process.

Current wording

Cost of goods sold during the six months ended March 31, 2025 was $9.5 million. After the removal of non-cash items of $3.2 million which comprises depreciation expense of $2.6 million and stock-based compensation of $0.6 million, cash cost of goods sold was $6.3 million. The high cost of goods sold is related to the depreciation of the recycling facility fixed assets, which is time based, and the finalization of the production process. We expect these costs to continue to rise on an absolute basis but will be reduced as a percentage of revenue as we scale our production and sales and gain efficiencies in the production process.

Previous wording

During the six months ended December 31, 2024, the Company incurred $18.3 million of operating expenses compared to $16.8 million during the six months ended December 31, 2023.

Current wording

During the nine months ended March 31, 2025, the Company incurred $26.2 million of operating expenses compared to $25.4 million during the nine months ended March 31, 2024.

Previous wording

General and administrative expenses consist of personnel, stock-based compensation, office, legal, recruitment, business development, public relations, and general facility expenses. For the six months ended December 31, 2024, general and administrative expenses were $12.7 million, an increase of $5.2 million over the same period in the prior year primarily related to increased employee stock-based compensation, personnel costs, and audit and insurance costs.

Current wording

General and administrative expenses consist of personnel, stock-based compensation, office, legal, recruitment, business development, public relations, and general facility expenses. For the nine months ended March 31, 2025, general and administrative expenses were $16.3 million, an increase of $5.6 million over the same period in the prior year primarily related to increased employee stock-based compensation$4.5 million recognized based on the establishment of executive performance milestones and the determination that achievement is probable and $1.1 million in investor relation expenses for debt modifications and capital raises during fiscal year 2025.

Previous wording

Research and development expenses consist primarily of laboratory leases, supplies, personnel, stock-based compensation, and employee benefits. Research and development expenses for the six months ended December 31, 2024 and 2023 were $5.0 million and $7.2 million, respectively. The decrease in the current period is primarily due to allocation of a portion of such costs to inventory and cost of goods sold as part of phase 1 recycling operations coming online in the fourth quarter of fiscal 2024. These costs are partially offset by federal grant funds for awards that it has contracted with various federal agencies. The Company recognized an offset to its research and development costs of $2.3 million and $1.2 million related to these awards for the six months ended December 31, 2024 and 2023 respectively.

Current wording

Research and development expenses consist primarily of laboratory leases, supplies, personnel, stock-based compensation, and employee benefits. Research and development expenses for the nine months ended March 31, 2025 and 2024 were $8.2 million and $11.1 million, respectively. The decrease in the current period is primarily due to allocation of a portion of such costs to inventory and cost of goods sold as part of phase 1 recycling operations increasing throughput in the fourth quarter of fiscal 2024. These costs are partially offset by federal grant funds for awards that it has contracted with various federal agencies. The Company recognized an offset to its research and development costs of $4.3 million and $2.3 million related to these awards for the nine months ended March 31, 2025 and 2024 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 $0.7 million for the six months ended December 31, 2024 compared to $2.2 million during the same period in the prior year. The decrease year-over-year resulted principally from higher costs in the prior year 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 $1.7 million for the nine months ended March 31, 2025 compared to $3.6 million during the same period in the prior year. The decrease year-over-year resulted principally from higher costs in the prior year related to drilling, assaying and engineering to further define and potentially upgrade the geological classification of the mineral rights.

Previous wording

During the six months ended December 31, 2024, the Company recorded other expense of $1.5 million, including $1.9 million for amortization of debt financing costs, a $0.7 million loss on debt extinguishment, and $0.6 million loss on private placement. These expenses were partially offset by other income of $0.9 million for change in fair value of liability classified instruments and $0.7 million for change in fair value of derivative liability.

Current wording

During the nine months ended March 31, 2025, the Company recorded other expense of $2.3 million, compared to other expense of $3.6 million for the nine months ended March 31, 2024. The current period other expense primarily consisted of $2.8 million for amortization of debt financing costs, a $0.7 million loss on debt extinguishment, and a $0.6 million loss related to a private placement transaction. These expenses were partially offset by other income of $0.9 million related to the change in fair value of liability-classified instruments and $0.7 million from the change in fair value of a derivative liability.

Previous wording

The Company had total current liabilities of $17.7 million at December 31, 2024, compared to $15.8 million at June 30, 2024. The increase is related to the issuance of the 2024 Notes, offset by some paydown of debt, and the timing of payments for accounts payable and accrued expenses.

Current wording

The Company had total current liabilities of $10.6 million at March 31, 2025, compared to $15.8 million at June 30, 2024. The decrease is related to the paydown of outstanding payables with the proceeds from the registered direct offerings and the issuance of the 2024 Notes.

Previous wording

As of December 31, 2024 the Company had working capital of $12.8 million compared to $2.6 million at June 30, 2024. The positive working capital at the end of both periods results from the classification of $8.4 million of held-for-sale assets as current at December 31, 2024 and June 30, 2024 and the increase in cash due to proceeds from the Offerings and the issuance of the 2024 Notes. Absent the held-for-sale classification of certain assets, the working capital would have been a positive $4.4 million and a deficiency of $5.8 million at December 31, 2024 and June 30, 2024, respectively.

Current wording

As of March 31, 2025 the Company had working capital of $7.7 million compared to $2.6 million at June 30, 2024. The positive working capital at the end of both periods results from the classification of $12.2 million of held-for-sale assets as current at March 31, 2025 and June 30, 2024 and the increase in cash due to proceeds from the registered direct offerings and the issuance of the 2024 Notes. Absent the held-for-sale classification of certain assets, the working capital would have been a positive $0.5 million and a deficiency of $5.8 million at March 31, 2025 and June 30, 2024, respectively.

Previous wording

During the six months ended December 31, 2024, the Company used $12.8 million of cash for operating activities, compared to $7.4 million used during the six months ended December 31, 2023. In both periods, the cash used has supported an increased scale of operations including increased employee headcount and personnel costs, increased production, and increased administrative costs related to insurance, legal and accounting.

Current wording

During the nine months ended March 31, 2025, the Company used $23.1 million of cash for operating activities, compared to $12.4 million used during the nine months ended March 31, 2024. In both periods, the cash used has supported an increased scale of operations including increased employee headcount and personnel costs, increased production, and increased administrative costs related to insurance, legal and accounting.

Previous wording

During the six months ended December 31, 2024, the Company used cash in investing activities of $1.5 million for acquisition of property and equipment for its recycling facilities. This is in comparison to cash used in investing activities of $10.9 million for the six months ended December 31, 2023. The decrease is due to the Company’s purchasing more equipment in the beginning stages of the recycling plant build-out in the prior year.

Current wording

During the nine months ended March 31, 2025, the Company used cash in investing activities of $2.0 million for acquisition of property and equipment for its recycling facilities. This is in comparison to cash used in investing activities of $11.4 million for the nine months ended March 31, 2024. The decrease is due to the Company’s purchasing more equipment in the beginning stages of the recycling plant build-out in the prior year.

Previous wording

During the six months ended December 31, 2024, the Company had cash provided by financing activities of $27.9 million, compared to $23.6 million provided during the six months ended December 31, 2023. The Company has relied on equity and debt financings to support its increased operating activities, the ramp up of the recycling plant, development of the lithium ore pilot plant, and upgrades to the geological category of its Tonopah claims through additional studies and assessments.

Current wording

During the nine months ended March 31, 2025, the Company had cash provided by financing activities of $25.9 million, compared to $27.5 million provided during the nine months ended March 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 ore pilot plant, and upgrades to the geological category of its Tonopah claims through additional studies and assessments.

Previous wording

The Company had proceeds from equity and debt financings of $23.5 million in the six months ended December 31, 2024 compared to $14.7 million in the prior year period. The increase in cash provided by equity financings in the six months ended December 31, 2024 is related to the sale of 5,938,786 shares of common stock pursuant to its at-the-market (“ATM”) sales agreement for total proceeds of $6.3 million and proceeds from the Offerings; partially offset by paydowns of previous secured convertible notes.

Current wording

The Company had proceeds from equity and debt financings of $25.9 million in the nine months ended March 31, 2025 compared to $27.5 million in the prior year period. The decrease in cash provided by equity financings in the nine months ended March 31, 2025 is primarily related to issuance of notes payable offset by principal payments on the debt.