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American Battery Technology pany(ABAT) - 2023 Q4 - Annual Report
2023-09-27 16:00
PART I [Business](index=5&type=section&id=Item%201.%20Business) The company is a pre-revenue firm developing a domestic supply of battery metals via a three-pronged strategy - The company's business model is based on a **three-pronged approach**: resource exploration, new extraction technology development, and integrated battery recycling[12](index=12&type=chunk) - ABTC is commissioning a novel two-phase battery recycling plant in McCarran, Nevada, with Phase 1 expected in Q4 2023 and Phase 2 in calendar year 2024[29](index=29&type=chunk) - The company is developing its Tonopah Flats Lithium Exploration Project in Nevada to extract lithium from sedimentary claystone resources[36](index=36&type=chunk) - ABTC has received significant government support, including a **$2 million USABC contract** and a **$4.5 million DOE grant** to advance its technologies[33](index=33&type=chunk)[39](index=39&type=chunk) - As of September 26, 2023, the company had **54 full-time and 2 part-time employees**[41](index=41&type=chunk) [Risk Factors](index=11&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from its pre-revenue status, unproven technologies, and need for financing - As a pre-revenue company with a limited operating history and accumulated losses, **financial planning is challenging**[45](index=45&type=chunk) - The company **requires additional financing** over the next 12 months to execute its business plan, with no assurance of securing capital on reasonable terms[46](index=46&type=chunk) - The commercial-scale profitability of the company's proprietary recycling process is **unproven and presents potential risks**[48](index=48&type=chunk) - Projects are subject to risks of not meeting efficiency targets and potential cost overruns, with concurrent project advancement straining resources[54](index=54&type=chunk)[58](index=58&type=chunk) - Operations are subject to extensive environmental regulations, and failure to secure necessary permits could adversely affect business plans[60](index=60&type=chunk) - The company believes it has alleviated substantial doubt about its ability to continue as a going concern, but this is based on estimates that could prove wrong[71](index=71&type=chunk) [Unresolved Staff Comments](index=21&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) This section is not applicable to the company - Not required[100](index=100&type=chunk) [Properties](index=21&type=section&id=Item%202.%20Properties) The company's key properties include its Nevada recycling facility, exploration claims, and corporate headquarters - In August 2023, the company purchased a recycling facility in McCarran, Nevada, to be repurposed for its proprietary lithium-ion battery recycling process[102](index=102&type=chunk) - The company owns approximately 12.44 acres of industrial land in Fernley, Nevada, for a subsequent recycling plant[105](index=105&type=chunk) - ABTC purchased water rights in Fernley, Nevada for **$3.9 million** to support future plant operations[108](index=108&type=chunk) - The Tonopah Flats Lithium Exploration Project consists of 517 unpatented lode claims totaling approximately **10,340 acres**[111](index=111&type=chunk)[113](index=113&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk) [Legal Proceedings](index=26&type=section&id=Item%203.%20Legal%20Proceedings) The company is contesting two employee lawsuits and has settled a third with an investor - A complaint was filed by former Chief of Staff John Lukrich for breach of contract and failure to pay wages; the company denies the allegations[120](index=120&type=chunk) - A lawsuit filed by an investor regarding share registration was **settled and dismissed with prejudice** in July 2023[121](index=121&type=chunk) - Former CFO Kimberly Eckert filed an OSHA complaint alleging unlawful retaliatory termination, which the company believes is without merit[122](index=122&type=chunk) [Mine Safety Disclosures](index=26&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Current exploration activities do not require a Mine Safety and Health Administration ID - The company's exploration activities do not currently require a Mine Safety and Health Administration ID[123](index=123&type=chunk) PART II [Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities](index=27&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%20and%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's stock trades on Nasdaq as "ABAT", and it does not plan to pay dividends - The company's common stock began trading on the Nasdaq Capital Market under the symbol **"ABAT"** on September 21, 2023[125](index=125&type=chunk)[288](index=288&type=chunk) - The company has **never paid cash dividends** and intends to retain all future earnings to support operations and growth[126](index=126&type=chunk) - As of June 30, 2023, there were **7,465,736 potentially issuable shares** of common stock from outstanding warrants and restricted share awards[127](index=127&type=chunk) [[Reserved.]](index=28&type=section&id=Item%206.%20%5BReserved.%5D) This item is reserved and contains no information - Item 6 is reserved[128](index=128&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company reported a reduced net loss of $21.3 million but a significant decrease in cash and working capital Fiscal Year 2023 vs 2022 Financial Results | Financial Metric | FY 2023 | FY 2022 | Change | | :--- | :--- | :--- | :--- | | Net Loss | ($21.3M) | ($33.5M) | +$12.2M | | Loss Per Share | ($0.49) | ($0.80) | +$0.31 | | Operating Expenses | $21.6M | $33.7M | -$12.1M | | R&D Costs | $7.7M | $1.0M | +$6.7M | | Cash at Year-End | $2.3M | $29.0M | -$26.7M | Cash Flow Summary (Fiscal Years Ended June 30) | Cash Flow Activity | 2023 | 2022 | | :--- | :--- | :--- | | Used in Operating Activities | ($13.4M) | ($10.2M) | | Used in Investing Activities | ($36.7M) | ($15.1M) | | Provided by Financing Activities | $23.4M | $41.4M | Working Capital (as of June 30) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Working Capital | ($8.6M) | $26.8M | - The company has been selected for two significant DOE grant awards totaling up to **$135.5 million** to support its production and recycling projects[143](index=143&type=chunk)[144](index=144&type=chunk) - Management believes that its cash holdings and subsequent financing have **alleviated the substantial doubt** about the company's ability to continue as a going concern[157](index=157&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=33&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section is not applicable to the company - Not Applicable[158](index=158&type=chunk) [Financial Statements and Supplementary Data](index=34&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the audited consolidated financial statements and the independent auditor's unqualified opinion [Report of Independent Registered Public Accounting Firm](index=35&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The independent auditor issued an unqualified opinion on the financial statements with no critical audit matters - Marcum LLP expressed an **unqualified opinion**, stating the financial statements present fairly the company's financial position and results of operations[164](index=164&type=chunk) - The auditor determined there were **no critical audit matters** arising from the current period audit[168](index=168&type=chunk) [Consolidated Financial Statements](index=36&type=section&id=Consolidated%20Financial%20Statements) The statements show asset growth to $74.7 million and a net loss of $21.3 million for fiscal year 2023 Consolidated Balance Sheet Data (as of June 30) | Account | 2023 | 2022 | | :--- | :--- | :--- | | **Total Assets** | **$74,658,652** | **$52,861,989** | | Total Current Assets | $4,753,590 | $29,888,992 | | Property and equipment, net | $29,946,099 | $18,876,895 | | **Total Liabilities** | **$13,444,168** | **$3,227,930** | | Total Current Liabilities | $13,389,864 | $3,052,141 | | **Total Stockholders' Equity** | **$61,214,484** | **$49,634,059** | | Accumulated Deficit | ($159,973,575) | ($138,635,368) | Consolidated Statement of Operations Data (for fiscal year ended June 30) | Account | 2023 | 2022 | | :--- | :--- | :--- | | Total operating expenses | $21,575,274 | $33,736,160 | | General and administrative | $11,960,831 | $31,698,072 | | Research and development | $7,703,895 | $963,390 | | **Net loss** | **($21,338,207)** | **($33,539,962)** | | Net loss per share | ($0.49) | ($0.80) | [Notes to the Consolidated Financial Statements](index=43&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes detail a reverse stock split, a major facility acquisition, and significant post-year-end financing - On September 11, 2023, the company effected a **one-for-fifteen reverse stock split**, with all share data adjusted accordingly[184](index=184&type=chunk) - The company acquired a recycling facility for an aggregate price of **$27.6 million**, paid with $21.0 million in cash and 733,333 shares of common stock[210](index=210&type=chunk) - Subsequent to year-end, the company entered a Securities Purchase Agreement for up to **$51 million of new convertible notes**, receiving an initial $25 million[285](index=285&type=chunk) - On September 21, 2023, the company's common stock began trading on the **Nasdaq Capital Market** under the symbol "ABAT"[288](index=288&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=61&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) There were no changes in or disagreements with accountants on accounting and financial disclosure during the period - None[290](index=290&type=chunk) [Controls and Procedures](index=61&type=section&id=Item%209A.%20Controls%20and%20Procedures) Disclosure controls were effective, but a material weakness exists in internal control over financial reporting - Management concluded that **disclosure controls and procedures were effective** as of June 30, 2023[292](index=292&type=chunk) - **Internal control over financial reporting was deemed not effective** as of June 30, 2023, due to a material weakness[294](index=294&type=chunk) - The identified material weakness is the failure to maintain **appropriate segregation of duties** related to accounting processes[295](index=295&type=chunk) - A remediation plan is underway, with the company expecting to resolve the material weakness by the end of calendar year 2023[297](index=297&type=chunk) [Other Information](index=62&type=section&id=Item%209B.%20Other%20Information) There is no other information to report - None[298](index=298&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=62&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This section is not applicable to the company - Not applicable[298](index=298&type=chunk) PART III [Directors, Executive Officers, and Corporate Governance](index=63&type=section&id=Item%2010.%20Directors,%20Executive%20Officers,%20and%20Corporate%20Governance) This section details the company's leadership, board committee structure, and a code of conduct - The report lists the current directors and executive officers, including their ages and positions[301](index=301&type=chunk) - The Board has established an **Audit Committee, a Nominating and Corporate Governance Committee, and a Compensation Committee**[323](index=323&type=chunk)[324](index=324&type=chunk)[326](index=326&type=chunk) - The company has adopted a Code of Ethics titled "Code of Conduct"[328](index=328&type=chunk) - There were **delinquent Section 16(a) filings** for two executive officers during the fiscal year ended June 30, 2023[331](index=331&type=chunk) [Executive Compensation](index=69&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation is primarily composed of base salaries and substantial stock awards Executive Compensation Summary (Fiscal Year 2023) | Name and Principal Position | Salary ($) | Stock Awards ($) | Total ($) | | :--- | :--- | :--- | :--- | | Ryan Melsert, CEO & CTO | 358,750 | 3,020,105 | 3,378,855 | | Andres Meza, COO | 247,917 | 1,842,427 | 2,090,344 | | Jesse Deutsch, CFO | 27,778 | 373,300 | 401,078 | | Scott Jolcover, CRO | 231,875 | 1,131,035 | 1,362,910 | - Independent director compensation includes an annual cash fee of **$25,000** and an annual RSU award valued at **$150,000**[332](index=332&type=chunk) - Executive employment agreements include eligibility for performance-based bonuses tied to strategic milestones[334](index=334&type=chunk)[335](index=335&type=chunk)[336](index=336&type=chunk)[337](index=337&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=72&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Directors and executives as a group own approximately 4% of common stock, with no single owner exceeding 5% - As of September 26, 2023, all directors and executive officers as a group beneficially owned **3.982% of the common stock**[346](index=346&type=chunk) - To the company's knowledge, **no person or entity beneficially owns more than 5.00%** of its common stock[344](index=344&type=chunk) - The 2021 Retention Plan authorizes stock issuance up to **10% of total outstanding shares** as of December 31, 2022[347](index=347&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=72&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence) The CEO is not an independent director, and the Audit Committee oversees related party transactions - CEO Ryan Melsert is **not considered an independent director** under NASDAQ rules[349](index=349&type=chunk) - The **Audit Committee is responsible for reviewing and approving** or ratifying related party transactions[349](index=349&type=chunk) [Principal Accounting Fees and Services](index=72&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Total fees paid to the principal accountant, Marcum LLP, were $309,868 for fiscal year 2023 Accountant Fees (Fiscal Year Ended June 30) | Fee Type | 2023 | 2022 | | :--- | :--- | :--- | | Audit fees | $130,000 | $155,000 | | Audit-related fees | $105,443 | $71,585 | | Tax fees | $21,700 | $34,327 | | All other fees | $52,725 | $6,953 | | **Total** | **$309,868** | **$267,865** | - All services provided by Marcum LLP were **pre-approved by the Audit Committee**[351](index=351&type=chunk)[352](index=352&type=chunk) PART IV [Exhibits and Financial Statement Schedules](index=74&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all exhibits filed, including corporate documents, material contracts, and required certifications - The report includes a comprehensive list of exhibits, such as corporate governance documents, employment agreements, and material contracts[353](index=353&type=chunk) - Key filed agreements include the Asset Purchase Agreement for the LiNiCo assets and DOE Grant Awards[353](index=353&type=chunk) - **Certifications by the CEO and CFO** pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act are included as exhibits[353](index=353&type=chunk) [Form 10-K Summary](index=75&type=section&id=Item%2016.%20Form%2010-K%20Summary) No Form 10-K summary was provided - None[354](index=354&type=chunk)
American Battery Technology pany(ABAT) - 2023 Q3 - Quarterly Report
2023-05-14 16:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934 Commission File number: 000-55088 AMERICAN BATTERY TECHNOLOGY COMPANY (Exact name of registrant as specified in its charter) Nevada 33-1227980 (State or other jurisdiction (I.R.S. Employer of incorporation or organi ...
American Battery Technology pany(ABAT) - 2023 Q2 - Quarterly Report
2023-02-13 16:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter period ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934 Commission File number: 000-55088 AMERICAN BATTERY TECHNOLOGY COMPANY (Exact name of registrant as specified in its charter) Nevada 33-1227980 (State or other jurisdiction (I.R.S. Employer of incorporation or org ...
American Battery Technology pany(ABAT) - 2023 Q1 - Quarterly Report
2022-11-13 16:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934 Commission File number: 000-55088 AMERICAN BATTERY TECHNOLOGY COMPANY (Exact name of registrant as specified in its charter) | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ...
American Battery Technology pany(ABAT) - 2022 Q4 - Annual Report
2022-09-11 16:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934 Commission File number: 000-55088 | --- | --- | --- | --- | --- | --- | --- | --- | --- | |----------------------------------------------------------------------------|-------|------------|-------|-------|-------|--------- ...
American Battery Technology pany(ABAT) - 2022 Q3 - Quarterly Report
2022-05-15 16:00
[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Unaudited financial statements for March 31, 2022, reflect significant asset growth, a reduced net loss, and substantial cash inflow from financing activities [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2022, total assets significantly increased to $56.6 million, driven by higher cash and property, with equity rising to $52.7 million from financing Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | March 31, 2022 | June 30, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $36,323,316 | $12,843,502 | | Total current assets | $36,768,869 | $14,135,718 | | Property and equipment, net | $15,741,458 | $5,484,225 | | **Total assets** | **$56,599,686** | **$21,263,103** | | **Liabilities & Equity** | | | | Total current liabilities | $3,734,222 | $1,822,498 | | **Total liabilities** | **$3,938,303** | **$1,822,498** | | **Total stockholders' equity** | **$52,661,383** | **$19,440,605** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the nine months ended March 31, 2022, net loss decreased to $26.7 million, primarily due to lower operating expenses and a positive swing in other income Statement of Operations Summary (Unaudited) | Metric | Nine Months Ended Mar 31, 2022 | Nine Months Ended Mar 31, 2021 | | :--- | :--- | :--- | | Total operating expenses | $26,927,975 | $31,837,067 | | Net loss attributable to stockholders | $(26,689,316) | $(36,127,295) | | Net loss per share, basic and diluted | $(0.04) | $(0.08) | | Weighted average shares outstanding | 619,973,643 | 476,505,278 | [Condensed Consolidated Statements of Stockholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity) Stockholders' equity significantly increased to $52.7 million by March 31, 2022, driven by a $36.9 million private placement and conversion/redemption of all preferred stock - Total stockholders' equity increased to **$52,661,383** as of March 31, 2022, up from **$19,440,605** at June 30, 2021[30](index=30&type=chunk)[31](index=31&type=chunk) - During the nine months ended March 31, 2022, all **207,700** outstanding shares of Series C Preferred Stock were converted into **16,616,000** shares of common stock[30](index=30&type=chunk)[64](index=64&type=chunk) - All **500,000** shares of Series A Preferred Stock were redeemed during the period[23](index=23&type=chunk)[31](index=31&type=chunk)[62](index=62&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended March 31, 2022, cash used in operations and investing increased, offset by $41.7 million from financing, resulting in a $36.3 million ending cash balance Cash Flow Summary (Unaudited, for the nine months ended March 31) | Cash Flow Activity | 2022 | 2021 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | $(7,261,200) | $(5,240,504) | | Net Cash Used In Investing Activities | $(10,978,692) | $(1,724,380) | | Net Cash Provided by Financing Activities | $41,719,706 | $13,084,229 | | **Change in Cash** | **$23,479,814** | **$6,119,345** | | **Cash – End of Period** | **$36,323,316** | **$6,949,269** | [Notes to the Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the company's startup status, battery materials strategy, sufficient capital, a $36.9 million private placement, preferred stock conversion, and significant investments - The company is a startup in the lithium-ion battery industry with no revenue generated to date. Management believes current cash holdings are sufficient to fund operations for at least one year[37](index=37&type=chunk)[38](index=38&type=chunk)[40](index=40&type=chunk) - All outstanding Series A and Series C preferred shares were redeemed or converted into common stock as of March 31, 2022[62](index=62&type=chunk)[64](index=64&type=chunk)[65](index=65&type=chunk) - The company issued **25,389,611** units in a private placement for net proceeds of **$36.9 million**. Each unit consists of one common share and one warrant[67](index=67&type=chunk)[100](index=100&type=chunk) - As of March 31, 2022, the company had **41,210,611** share purchase warrants outstanding with a weighted average exercise price of **$1.18**[76](index=76&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's three-pronged battery material strategy, prioritizing recycling facility construction, highlighting a strong cash position, reduced operating expenses, and improved net loss - ABTC's strategy is a three-pronged approach: exploring new primary resources, developing new extraction technologies, and commercializing an integrated process for recycling lithium-ion batteries[86](index=86&type=chunk) - The company's highest priority is the construction, commissioning, and operation of its first integrated lithium-ion battery recycling facility[87](index=87&type=chunk) Financial Highlights (Nine Months Ended March 31, 2022) | Metric | Value | Change (YoY) | | :--- | :--- | :--- | | Cash | $36.3 million | - | | Cash provided by financing | $41.7 million | - | | Cash used for investing (property, construction, etc.) | $11.0 million | - | | Cash used in operations | $7.3 million | +39% | | Total operating costs | $26.9 million | -15% | - The company secured net proceeds of **$36.9 million** from a registered direct offering to fund the construction of its battery recycling pilot plant and other operations[100](index=100&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=25&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section is not applicable for the company as a smaller reporting entity - As a smaller reporting company, quantitative and qualitative disclosures about market risk are not required and have not been provided[104](index=104&type=chunk)[120](index=120&type=chunk) [Item 4. Controls and Procedures](index=25&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were ineffective due to material weaknesses, with a remediation plan underway - Management concluded that disclosure controls and procedures were not effective as of March 31, 2022[105](index=105&type=chunk) - A material weakness was identified in internal control over financial reporting due to: inadequate documentation, lack of supervision and review of complex accounting, and improper segregation of duties[109](index=109&type=chunk) - The company has a remediation plan that includes hiring more personnel, implementing a new ERP system, providing training, and developing more detailed policies and procedures[111](index=111&type=chunk) [PART II. OTHER INFORMATION](index=28&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=28&type=section&id=Item%201.%20Legal%20Proceedings) The company is in ongoing litigation with its former CEO, Craig Alford, regarding fraudulently issued shares and related claims, with settlement negotiations underway - The company is in ongoing litigation with former CEO Craig Alford concerning the alleged fraudulent issuance of **16 million** common shares[116](index=116&type=chunk) - A related complaint was filed by Alford for the company's failure to remove a restricted legend from **4,000,000** common shares. Litigation in both matters is on hold pending settlement negotiations[117](index=117&type=chunk) [Item 1A. Risk Factors](index=28&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, detailed risk factors are not required, though the indeterminable impact of the COVID-19 pandemic is noted - The company is a smaller reporting company and is not required to provide detailed risk factors[120](index=120&type=chunk) - The company notes that the COVID-19 pandemic has adversely affected workforces and economies, and its impact on the company is not currently determinable[121](index=121&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=28&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During the nine months ended March 31, 2022, the company issued common shares in unregistered transactions, including warrant exercises and shares for services valued at $18.1 million - Issued **13,128,728** common shares for services with a fair value of **$18,086,443**[124](index=124&type=chunk) - Issued **12,500,000** common shares from the cash exercise of warrants, yielding proceeds of **$956,250**[122](index=122&type=chunk) [Item 3. Defaults Upon Senior Securities](index=28&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[126](index=126&type=chunk) [Item 4. Mine Safety Disclosure](index=28&type=section&id=Item%204.%20Mine%20Safety%20Disclosure) This section is not applicable - Not Applicable[126](index=126&type=chunk) [Item 5. Other Information](index=28&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[126](index=126&type=chunk) [Item 6. Exhibits](index=29&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Quarterly Report, including CEO and CFO certifications and Inline XBRL data files - The report includes CEO and CFO certifications and Inline XBRL documents as exhibits[127](index=127&type=chunk)
American Battery Technology pany(ABAT) - 2022 Q2 - Quarterly Report
2022-02-13 16:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ☐ Large-accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☒ Smaller reporting company ☐ Emerging growth company FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter period ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934 Commission File number: 000-55088 AMERICAN BATTERY TECHNOLOGY COMPANY (Exact name of reg ...