American Battery Tech Files 8-K on Agreements and Equity Sales

TL;DR

ABTC filed an 8-K detailing new debt/financing agreements and equity sales.

AI Summary

On November 13, 2024, American Battery Technology Company entered into a material definitive agreement, likely related to financing or operations, as indicated by the filing of an 8-K. The company also reported on the creation of a direct financial obligation and unregistered sales of equity securities, suggesting potential capital raising activities or debt issuance.

Why It Matters

This filing indicates potential new financial obligations and equity transactions for American Battery Technology Company, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial risks and dilution.

Key Players & Entities

• AMERICAN BATTERY TECHNOLOGY COMPANY (company) — Registrant
• November 13, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 001-41811 (identifier) — SEC File Number
• 33-1227980 (identifier) — IRS Employer Identification Number

FAQ

Key Financial Figures

• $0.001 — nge on Which Registered Common Stock, $0.001 par value ABAT The Nasdaq Stock Mar
• $12,000,000 — es in the aggregate principal amount of $12,000,000 (the "Notes"). The Notes will be govern
• $1,000,000 — mptions of up to an aggregate amount of $1,000,000 on the first calendar day of each month
• $1,000 — e of (i) 1,333.33 Conversion Shares per $1,000 principal amount of Notes with respect
• $2,000,000 — incipal amount of Notes with respect to $2,000,000 of principal and (ii) 945.0992 Conversi

Filing Documents

• form8-k.htm (8-K) — 42KB
• 0001493152-24-046181.txt ( ) — 216KB
• abat-20241113.xsd (EX-101.SCH) — 3KB
• abat-20241113_lab.xml (EX-101.LAB) — 33KB
• abat-20241113_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. On November 14, 2024, American Battery Technology Company (the "Company") agreed to issue to High Trail Investments ON LLC and High Trail Special Situations LLC (collectively, the "Buyers") senior secured convertible notes in the aggregate principal amount of $12,000,000 (the "Notes"). The Notes will be governed by the terms of the existing securities purchase agreement between the parties (the "Purchase Agreement") dated August 29, 2023, as amended on November 14, 2024 to take into account the terms of the new Notes, which include changes to, among other things, the interest rate, initial conversion rate, collateral, prepayment events, covenants and liquidity requirements. The purchase price for the Notes is the principal amount multiplied by the purchase price ratio of 0.825. Buyers may request partial redemptions of up to an aggregate amount of $1,000,000 on the first calendar day of each month beginning on January 1, 2025 or may convert the Notes into shares of common stock of the Company (the "Conversion Shares") at a conversion rate of (i) 1,333.33 Conversion Shares per $1,000 principal amount of Notes with respect to $2,000,000 of principal and (ii) 945.0992 Conversion Shares per $1,000 principal amount of Notes with respect to the remaining outstanding principal amount of the Notes. The Notes bear zero coupon, mature on September 1, 2025, and are secured by certain real property, cash and investment accounts of the Company. This summary of the terms of the Notes is qualified entirely by reference to the Notes and the amendment to the Purchase Agreement, copies of which will be filed with the Commission as exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ending December 31, 2024. A.G.P./Alliance Global Partners acted as sole placement agent for the financing. Item2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Regi

02

Item 3.02. Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The Company anticipates that it will offer and sell the Notes to the Buyers, who are accredited investors, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). Neither the Notes nor the Conversion Shares will be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company has agreed to register the Conversion Shares for resale. Exhibit No. Description 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AMERICAN BATTERY TECHNOLOGY COMPANY Date: November 15, 2024 By: /s/ Ryan Melsert Ryan Melsert Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR