American Battery Technology pany(ABAT) - 2024 Q1 - Quarterly Report

PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS This section presents the unaudited condensed consolidated financial statements, including Balance Sheets, Statements of Operations, Stockholders' Equity, and Cash Flows, with detailed notes on accounting policies and financial line items - The financial statements are unaudited and prepared in conformity with US GAAP, with management's opinion that all necessary adjustments for fair presentation have been included[11] - Operating results for the three months ended September 30, 2023, are not necessarily indicative of the full fiscal year's expected results[11] Condensed Consolidated Balance Sheets Balance sheets show increased total assets and current liabilities, driven by property and equipment, leading to a higher working capital deficiency Condensed Consolidated Balance Sheets Highlights | Metric | Sep 30, 2023 (Unaudited) | Jun 30, 2023 (Audited) | Change ($) | Change (%) | | :---------------------- | :----------------------- | :--------------------- | :--------- | :--------- | | Cash | $5,379,113 | $2,320,149 | $3,058,964 | 131.8% | | Total Current Assets | $8,408,245 | $4,753,590 | $3,654,655 | 76.9% | | Property and Equipment, net | $61,017,350 | $29,946,099 | $31,071,251 | 103.8% | | Total Assets | $83,945,262 | $74,658,652 | $9,286,610 | 12.4% | | Total Current Liabilities | $23,044,460 | $13,389,864 | $9,654,596 | 72.1% | | Total Liabilities | $24,749,731 | $13,444,168 | $11,305,563 | 84.1% | | Total Stockholders' Equity | $59,195,531 | $61,214,484 | $(2,018,953) | -3.3% | - The company's accumulated deficit increased to $167.2 million as of September 30, 2023[15] Condensed Consolidated Statements of Operations Net loss significantly increased due to higher operating expenses, especially R&D and exploration, and increased other expenses from debt financing Condensed Consolidated Statements of Operations Highlights | Metric | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | Change ($) | Change (%) | | :--------------------------- | :-------------------------- | :-------------------------- | :--------- | :--------- | | General and administrative | $2,948,846 | $2,008,167 | $940,679 | 46.8% | | Research and development | $2,155,314 | $219,816 | $1,935,498 | 880.5% | | Exploration | $1,279,782 | $349,153 | $930,629 | 266.5% | | Total operating expenses | $6,383,942 | $2,577,136 | $3,806,806 | 147.7% | | Net loss before other income (expense) | $(6,383,942) | $(2,577,136) | $(3,806,806) | 147.7% | | Total other income (expense) | $(848,043) | $142,682 | $(990,725) | -694.4% | | Net loss attributable to common stockholders | $(7,231,985) | $(2,434,454) | $(4,797,531) | 197.1% | | Net loss per share, basic and diluted | $(0.16) | $(0.06) | $(0.10) | 166.7% | | Weighted average shares outstanding | 46,129,507 | 42,942,576 | 3,186,931 | 7.4% | Condensed Consolidated Statements of Stockholders' Equity Stockholders' equity slightly decreased due to net loss, partially offset by increased additional paid-in capital from stock-based compensation and share issuances Condensed Consolidated Statements of Stockholders' Equity Highlights | Metric | Sep 30, 2023 | Jun 30, 2023 | | :--------------------------- | :----------- | :----------- | | Common Shares Outstanding | 46,304,354 | 45,888,131 | | Common Stock Amount | $46,306 | $45,887 | | Additional Paid-In Capital | $226,317,285 | $222,626,865 | | Accumulated Deficit | $(167,205,560) | $(159,973,575) | | Total Stockholders' Equity | $59,195,531 | $61,214,484 | - Stock-based compensation expense contributed $1,921,442 to additional paid-in capital during the three months ended September 30, 2023[18] - Shares issued pursuant to share purchase agreement, net of issuance costs, resulted in $3,010,000 in total stockholders' equity[18] Condensed Consolidated Statements of Cash Flows Net cash increased due to significant financing activities, offsetting substantial cash usage in operating and investing activities Condensed Consolidated Statements of Cash Flows Highlights | Cash Flow Activity | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | | :--------------------------- | :-------------------------- | :-------------------------- | | Net Cash Used in Operating Activities | $(4,758,984) | $(4,037,784) | | Net Cash Used in Investing Activities | $(7,272,098) | $(4,077,530) | | Net Cash Provided by Financing Activities | $15,090,046 | $0 | | Increase (decrease) in Cash | $3,058,964 | $(8,115,314) | | Cash – End of Period | $5,379,113 | $20,873,852 | - Non-cash investing activities included $27,737,370 in deposits capitalized as investing activities for the three months ended September 30, 2023[111] Notes to the Condensed Consolidated Financial Statements Detailed notes explain the company's business, accounting policies, and specific financial statement line items, including asset, liability, equity changes, and contingencies 1. Organization and Nature of Operations The company focuses on increasing domestic US battery material production via exploration, extraction technologies, and recycling, with limited operating history and no revenue - The company's strategy involves a three-pronged approach: exploration of new primary battery metal resources, development of new extraction technologies, and commercialization of an integrated lithium-ion battery recycling process[21] - As of September 30, 2023, the company incurred a net loss of $7.2 million and used $4.8 million cash in operating activities, with a cash balance of $5.4 million and an accumulated deficit of $167.2 million[23] 2. Summary of Significant Accounting Policies Key accounting principles and methods for financial statements are outlined, covering presentation, estimates, and policies for assets, liabilities, equity, and expenses - The company effected a one-for-fifteen reverse stock split on September 11, 2023, with all share and per-share amounts adjusted retrospectively[25] - Exploration and evaluation costs for mineral properties are expensed as incurred until proven and probable reserves are established, and no such costs have been capitalized to date[38] - Research and development costs are expensed as incurred, with federal grant funds recognized as an offset to R&D costs[39] - A valuation allowance equal to the deferred tax asset has been recorded due to the company's cumulative loss position since inception[44] 3. Inventories Inventory comprises end-of-life battery feedstock, valued at the lower of average cost or net realizable value Inventory Value | Inventory Type | Sep 30, 2023 ($) | Jun 30, 2023 ($) | | :------------- | :--------------- | :--------------- | | Raw materials | $371,775 | $125,204 | 4. Grant Awards Significant federal grant awards support battery recycling and lithium extraction projects, offering substantial potential reimbursements for eligible expenditures Grants Receivable | Metric | Sep 30, 2023 ($) | Jun 30, 2023 ($) | | :--------------- | :--------------- | :--------------- | | Grants receivable | $517,740 | $320,457 | - Key grants include a USABC grant for $2.0 million (up to $500,000 reimbursement), a DOE AMO grant for $4.5 million (up to $2.3 million reimbursement), a DOE Bipartisan Infrastructure Law grant for $115.5 million (up to $57.7 million reimbursement) for a lithium hydroxide refinery, and another DOE Bipartisan Infrastructure Law grant for $20.0 million (up to $10.0 million reimbursement) for battery recycling processes[50][51][52][53] 5. Other Deposits The company finalized the acquisition of tangible equipment and real property in Tahoe-Reno Industrial Center for $27.6 million, previously held as deposits - On August 21, 2023, the company finalized the purchase of its commercial-scale battery recycling facility, converting $27.6 million in deposits into real and personal property assets[56] - An amendment to the Membership Interest Purchase Agreement (MIPA) removed a $1.5 million escrow requirement and involved the transfer back of 128,206 common shares to the company[57] 6. Property and Equipment Property and equipment significantly increased due to additions for the commercial-scale battery recycling facility acquisition and outfitting Property and Equipment, Net | Asset Category | Sep 30, 2023 ($) | Jun 30, 2023 ($) | | :------------- | :--------------- | :--------------- | | Land | $9,464,057 | $6,728,838 | | Building | $35,887,854 | $17,508,486 | | Equipment | $15,665,439 | $5,708,775 | | Total Carrying Amounts | $61,017,350 | $29,946,099 | - Additions to property and equipment totaled $31,107,752 for the three months ended September 30, 2023, primarily for the battery recycling facility[61] 7. Mining Properties Unpatented mining claims in Tonopah, Nevada, valued at $8.2 million, are held, with all exploration costs expensed due to lack of proven reserves - Mining properties were valued at $8,223,323 as of September 30, 2023, unchanged from June 30, 2023[14] - All mineral exploration costs are expensed as incurred, as commercial feasibility has not yet been established[62] 8. Intangible Assets Intangible assets, mainly water rights, increased due to a new acquisition and inclusion with the recycling facility purchase Intangible Assets (Water Rights) | Metric | Sep 30, 2023 ($) | Jun 30, 2023 ($) | | :------------- | :--------------- | :--------------- | | Water rights | $4,603,199 | $3,851,899 | - The company acquired 40.52-acre feet of water rights for $101,300 on September 12, 2023, and water rights valued at $0.7 million were included in the TRIC facility acquisition[63] 9. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities decreased, with a significant portion attributed to one construction supplier Accounts Payable and Accrued Liabilities | Category | Sep 30, 2023 ($) | Jun 30, 2023 ($) | | :--------------------------- | :--------------- | :--------------- | | Trade payables | $2,553,567 | $1,831,686 | | Accrued fixed assets | $2,496,186 | $4,404,034 | | Accrued expenses | $621,264 | $1,032,660 | | Right-of-use liability, current | $124,987 | $121,484 | | Total | $5,796,004 | $7,389,864 | - A single construction supplier accounted for 14% of total accounts payable and accrued liabilities as of September 30, 2023[67] 10. Notes Payable The company terminated a Mercuria credit agreement and secured up to $51.0 million in senior secured convertible notes from High Trail, receiving $25.0 million - The company repaid and terminated its credit agreement with Mercuria Investments US, Inc. on August 30, 2023, without material early termination penalties[69] - On August 29, 2023, the company entered into a Securities Purchase Agreement with High Trail for up to $51.0 million in senior secured convertible notes, with $25.0 million received[70] Notes Payable Net Carrying Value | Metric | Sep 30, 2023 ($) | | :------------------------------------- | :--------------- | | Principle outstanding | $23,283,333 | | Unamortized debt discount and issuance costs | $(4,351,544) | | Net carrying value | $18,931,789 | - The notes bear zero coupon, mature on September 1, 2025, and require a minimum of $5.0 million in cash and cash equivalents[70] 11. Leases ROU assets and lease liabilities are recognized for operating leases, primarily office and lab facilities, with an 8.00% discount rate and 1.33-year remaining term Operating Lease ROU Assets and Liabilities | Metric | Sep 30, 2023 ($) | Jun 30, 2023 ($) | | :------------------------------- | :--------------- | :--------------- | | Operating lease right-of-use asset | $117,891 | $143,154 | | Operating lease liabilities | $146,925 | $175,788 | - Total operating lease costs for the three months ended September 30, 2023, were approximately $127,311, an increase from $54,625 in the prior year[79] - The weighted average remaining lease term for operating leases is 1.33 years, with a weighted average discount rate of 8.00%[82] 12. Stockholders' Equity Common stock began trading on Nasdaq after a one-for-fifteen reverse stock split, with changes in outstanding shares from awards and purchase agreements - On September 21, 2023, the company's common stock began trading on the Nasdaq Capital Market under the symbol 'ABAT'[84] - A one-for-fifteen reverse stock split was implemented on September 11, 2023, reducing outstanding common shares from 692,068,218 to approximately 46,137,882[89] - During the period, 132,142 common shares were issued for share award service and performance achievements, with an issuance date fair value of $1.5 million[92] - The company sold 306,252 common shares for net proceeds of $3.0 million through a share purchase agreement with Tysadco Partners, LLC[93] 13. Share Purchase Warrants Outstanding share purchase warrants slightly decreased due to exercises, with a weighted average exercise price of $14.61 and 2.62-year remaining contractual life Share Purchase Warrants Activity | Metric | Number of Warrants | Weighted Average Exercise Price ($) | | :------------------------ | :----------------- | :------------------------------ | | Balance, June 30, 2023 | 5,729,360 | $14.53 | | Exercised | (33,334) | $(1.25) | | Balance, September 30, 2023 | 5,696,026 | $14.61 | - The company received cash proceeds of $37,500 for 33,334 common shares from warrant exercises, with shares issued subsequent to September 30, 2023[97] - As of September 30, 2023, the weighted average remaining contractual life of outstanding warrants was 2.62 years[99] 14. Share Awards Stock-based compensation expense significantly increased due to 2021 Retention Plan awards, with substantial unamortized expenses remaining Stock-Based Compensation Expense | Expense Category | 3 Months Ended Sep 30, 2023 ($) | 3 Months Ended Sep 30, 2022 ($) | | :--------------------------- | :-------------------------- | :-------------------------- | | General and administrative | $935,963 | $96,061 | | Research and development | $840,032 | $0 | | Exploration | $145,447 | $0 | | Total | $1,921,442 | $96,061 | - As of September 30, 2023, approximately $7.1 million of unamortized expenses related to outstanding share awards are to be recognized over a remaining weighted-average period of 2.9 years[106] - The company granted 1.2 million performance-based awards to officers and employees for the three months ended September 30, 2023, with granting occurring upon achievement of performance targets[107] 15. Supplemental Statement of Cash Flow Disclosures This note details non-cash investing and financing activities, emphasizing significant capitalization of current liabilities and deposits Non-Cash Investing and Financing Activities | Activity | 3 Months Ended Sep 30, 2023 ($) | 3 Months Ended Sep 30, 2022 ($) | | :---------------------------------------- | :-------------------------- | :-------------------------- | | Current liabilities capitalized as investing activities | $2,088,533 | $1,034,486 | | Deposits capitalized as investing activities | $27,737,370 | $0 | | Other receivables recognized as financing activities | $350,550 | $0 | 16. Commitments and Contingencies No material legal proceedings are known, and financial assurance obligations for mine reclamation total $20,000 for Tonopah, Nevada properties - Management is not aware of any material adverse legal proceedings or claims[112] - The company's financial assurance obligations for U.S. mine closure and reclamation/restoration costs totaled $20,000 as of September 30, 2023, for its Tonopah, Nevada mining properties[114] 17. Subsequent Events Post-reporting period, additional common shares were issued for proceeds from a share purchase agreement - Subsequent to September 30, 2023, the company issued 756,789 common shares for proceeds of $4.5 million pursuant to the Tysadco Agreement[115] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management discusses financial condition and operations, covering business strategy, highlights, expenses, liquidity, and cash flows, emphasizing domestic battery material production and recycling - The company is focused on increasing domestic U.S. production of battery materials (lithium, nickel, cobalt, manganese) through primary resource exploration, new extraction technologies, and lithium-ion battery recycling[118] - The company is commissioning and operating its first integrated lithium-ion battery recycling facility and accelerating the commercialization of its low-cost lithium hydroxide production from Nevada claystone[119][120] Forward-Looking Statements This cautionary note highlights forward-looking statements regarding future financial condition and operations, subject to risks and uncertainties that may cause actual results to differ - Forward-looking statements are identified by terms such as 'anticipates,' 'believes,' 'estimates,' 'expects,' 'intends,' 'may,' 'plans,' 'projects,' 'will,' 'would' and similar expressions[117] - Readers are cautioned that actual results or events could differ materially from those disclosed due to various risks and uncertainties[117] Overview The company aims to boost domestic US battery material production and establish a closed-loop supply chain through exploration, extraction, and recycling, commissioning its first facility - The company's core strategy is to increase domestic US production of battery materials (lithium, nickel, cobalt, manganese) and ensure closed-loop recycling of spent batteries[118] - Current priorities include commissioning and operating its first integrated lithium-ion battery recycling facility and accelerating the commercialization of its low-cost lithium hydroxide processing from Nevada claystone resources[119][120] - The company has secured multiple federal grants to support these initiatives, including projects for battery recycling and lithium hydroxide production[119][120] Financial Highlights Highlights include recycling facility purchase finalization, increased cash, significant cash usage for property, and a substantial rise in operating expenses, partially offset by grants - The company finalized the purchase of its commercial-scale lithium-ion battery recycling facility on August 21, 2023[121] Financial Highlights Summary | Metric | 3 Months Ended Sep 30, 2023 ($) | 3 Months Ended Sep 30, 2022 ($) | | :-------------------------------------- | :-------------------------- | :-------------------------- | | Cash on hand | $5.4 million | N/A | | Cash used for property, construction, equipment, and water rights | $7.3 million | $4.1 million | | Cash used in operations | $4.8 million | $4.1 million | | Total operating costs | $6.4 million | $2.6 million | | Research and development costs | $2.2 million | $0.2 million | | Offset to R&D from federal grant funds | $0.5 million | $0.3 million | Components of Statements of Operations Operating expenses significantly increased due to higher G&A, R&D, and exploration costs, alongside substantial other expenses, resulting in a higher net loss Operating Expenses Total operating expenses rose significantly, driven by increased G&A, substantial R&D due to higher headcount, and increased exploration expenses Operating Expenses Comparison | Expense Category | 3 Months Ended Sep 30, 2023 ($) | 3 Months Ended Sep 30, 2022 ($) | Change ($) | Change (%) | | :--------------------------- | :-------------------------- | :-------------------------- | :--------- | :--------- | | Total operating expenses | $6.4 million | $2.6 million | $3.8 million | 147.7% | | General and administrative | $2.9 million | $2.0 million | $0.9 million | 46.8% | | Research and development | $2.2 million | $0.2 million | $2.0 million | 900% | | Exploration | $1.3 million | $0.3 million | $1.0 million | 333.3% | - Research and development costs were partially offset by $0.5 million in federal grant funds for the three months ended September 30, 2023[124] Other Income (Expense) A net other expense was recorded, primarily from interest and debt financing cost amortization, contrasting with prior year's other income from mining claim sales - For the three months ended September 30, 2023, other expense totaled $0.8 million, including $0.1 million in interest expense and $0.7 million in amortization of debt financing costs[125] - In the prior year, the company recorded $0.1 million in other income, largely from the sale of mining claims[125] Net Loss Net loss for the three months ended September 30, 2023, significantly increased to $7.2 million compared to the prior year Net Loss Comparison | Metric | 3 Months Ended Sep 30, 2023 ($) | 3 Months Ended Sep 30, 2022 ($) | | :------- | :-------------------------- | :-------------------------- | | Net loss | $(7.2 million) | $(2.4 million) | | EPS | $(0.16) | $(0.06) | Liquidity and Capital Resources Cash increased from financing, but rising current liabilities led to a higher working capital deficiency; management believes current resources are sufficient Liquidity and Capital Resources Summary | Metric | Sep 30, 2023 ($) | Jun 30, 2023 ($) | | :---------------------- | :----------- | :----------- | | Cash | $5.4 million | $2.3 million | | Total Assets | $83.9 million | $74.7 million | | Total Current Liabilities | $23.0 million | $13.4 million | | Working Capital Deficiency | $(14.6 million) | $(8.6 million) | - The increase in cash is attributed to $15.5 million received from High Trail and Tysadco financing transactions[126] - The increased working capital deficiency is due to higher property and equipment acquisitions and increased cash used in operating activities, partially offset by financing activities[127] Cash Flows Net cash increased due to substantial financing activities, offsetting increased cash usage in both operating and investing activities Cash Flow Summary | Cash Flow Activity | 3 Months Ended Sep 30, 2023 ($) | 3 Months Ended Sep 30, 2022 ($) | | :--------------------------- | :-------------------------- | :-------------------------- | | Cash used in operating activities | $(4,758,984) | $(4,037,784) | | Cash used in investing activities | $(7,272,098) | $(4,077,530) | | Cash provided by financing activities | $15,090,046 | $0 | | Net increase (decrease) in cash | $3,058,964 | $(8,115,314) | Cash from Operating Activities Cash used in operating activities increased due to higher engineering, R&D, exploration, and G&A costs, supporting battery recycling and lithium extraction - Cash used in operating activities increased to $4.8 million, up from $4.0 million in the prior year, due to higher engineering, R&D, exploration, and administrative expenses[131] Cash from Investing Activities Cash used in investing activities significantly increased, primarily for property and equipment acquisition for recycling facilities, indicating heavy core operations investment - Cash used in investing activities increased to $7.3 million, primarily for $6.5 million in property and equipment for recycling facilities, compared to $4.1 million in the prior year, mainly for mineral rights[132] - Total non-current assets increased to $75.5 million, reflecting ongoing investment in recycling and primary resource extraction[132] Cash from Financing Activities Substantial net cash from financing activities, primarily notes payable and share purchase agreements, funded capital needs as the recycling facility nears completion - Net cash provided by financing activities was $15.1 million, reflecting the need for capital as the company approaches completion of its recycling facility[132] - This included $3.0 million in net proceeds from the issuance of 306,252 common shares through purchase agreements[133] Working Capital Working capital deficiency significantly increased due to higher current liabilities, despite an increase in current assets Working Capital Comparison | Metric | Sep 30, 2023 ($) | Jun 30, 2023 ($) | | :---------------- | :--------------- | :--------------- | | Current assets | $8,408,245 | $4,753,590 | | Current liabilities | $23,044,460 | $13,389,864 | | Working capital | $(14,636,215) | $(8,636,274) | Future Financing The company will rely on equity, debt, or other financing for operations, acknowledging dilution risk and no assurance of future funding - The company will continue to rely on sales of common shares, debt, or other financing to fund business operations[135] - Issuances of additional shares will result in dilution to existing stockholders, and there is no assurance of securing future financing[135] Off-Balance Sheet Arrangements As of September 30, 2023, the company had no significant off-balance sheet arrangements materially affecting its financial condition or results - The company had no significant off-balance sheet arrangements as of September 30, 2023[136] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK No applicable quantitative and qualitative disclosures about market risk are reported for the company - The company has no applicable quantitative and qualitative disclosures about market risk[137] ITEM 4. CONTROLS AND PROCEDURES Disclosure controls and internal control over financial reporting were ineffective due to a material weakness in segregation of duties, with remediation planned by December 31, 2023 - As of September 30, 2023, the company's disclosure controls and procedures were not effective[138] - A material weakness exists in internal control over financial reporting due to a lack of appropriate segregation of duties related to accounting processes[141] Evaluation of Disclosure Controls and Procedures Management concluded disclosure controls and procedures were ineffective as of September 30, 2023, due to an identified material weakness - Disclosure controls and procedures are designed to ensure timely recording, processing, summarizing, and reporting of information required by the Exchange Act[137] - The CEO and CFO concluded that disclosure controls and procedures were not effective as of September 30, 2023, due to a material weakness[138] Material Weakness in Internal Control over Financial Reporting A material weakness in internal control over financial reporting was identified due to inadequate segregation of duties, posing a risk of material misstatement - A material weakness was identified in internal control over financial reporting due to a lack of appropriate segregation of duties related to accounting processes[141] - This material weakness creates a reasonable possibility that a material misstatement to the financial statements will not be prevented or detected on a timely basis[141] Remediation Plan Remediation steps include hiring personnel, implementing ERP, training, and developing accounting policies, with segregation of duties weakness expected to be remediated by December 31, 2023 - Remediation steps include hiring additional personnel, implementing an ERP solution for segregation and approval workstreams, providing training, and developing detailed accounting policies[143] - The company expects to remediate the material weakness regarding segregation of duties during the three months ending December 31, 2023[143] Changes in Internal Control over Financial Reporting No material changes in internal control over financial reporting occurred during the three months ended September 30, 2023 - No material changes in internal control over financial reporting occurred during the three months ended September 30, 2023[144] PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS No new material legal proceedings or developments in previously disclosed legal proceedings have occurred - No new material legal proceedings or material developments in previously disclosed legal proceedings have occurred[146] ITEM 1A. RISK FACTORS No material changes to risk factors previously disclosed in the Annual Report on Form 10-K for the fiscal year ended June 30, 2023 - No material changes from the risk factors set forth in the Annual Report on Form 10-K for the fiscal year ended June 30, 2023[147] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS No unregistered sales of equity securities or use of proceeds are reported for the period - None to report for unregistered sales of equity securities and use of proceeds[147] ITEM 3. DEFAULTS UPON SENIOR SECURITIES No defaults upon senior securities are reported for the period - None to report for defaults upon senior securities[147] ITEM 4. MINE SAFETY DISCLOSURE This section is not applicable to the company - Mine Safety Disclosure is not applicable[147] ITEM 5. OTHER INFORMATION No other information is reported for the period - None to report for other information[147] ITEM 6. EXHIBITS This section lists all exhibits filed with the Form 10-Q, including articles, bylaws, agreements, and certifications - Exhibits include the Certificate of Change, Form of Securities Purchase Agreement, Form of Convertible Note, Assistance Agreements with the U.S. Department of Energy, and CEO/CFO certifications[149]