AMERICAN BATTERY MATERIALS, INC. 10-K

Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities. There is no established public trading market for our Common Stock. Our Common Stock is currently quoted on the OTC Pink under the trading symbol “BOXS”. For the periods indicated, the following table sets forth the high and low bid prices per share of Common Stock based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. Fiscal Year 2022 High Bid Low Bid First Quarter $ 0.0200 $ 0.0080 Second Quarter $ 0.0220 $ 0.0100 Third Quarter $ 0.0240 $ 0.0090 Fourth Quarter $ 0.0210 $ 0.0020 Fiscal Year 2021 High Bid Low Bid First Quarter $ 0.0410 $ 0.0100 Second Quarter $ 0.0270 $ 0.0080 Third Quarter $ 0.0260 $ 0.0050 Fourth Quarter $ 0.0400 $ 0.0100 The last reported sales price of BoxScore’s common stock on the OTC Pink on April 19, 2023 was $0.0055. Penny Stock Rules The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). A purchaser is purchasing penny stock which limits the ability to sell the stock. Our shares constitute penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which: ● contains a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading; ● contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” price for the penny stock and the significance of the spread between the bid and ask price; ● contains a toll-free telephone number for inquiries on disciplinary actions; ● defines significant terms in the disclosure document or in the conduct of trading penny stocks; and ● contains such other information and is in such form (including language, type, size and format) as the SEC shall require by rule or regulation. The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer: ● the bid and offer quotations for the penny stock; ● the compensation of the broker-dealer and its salesperson in the transaction; ● the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and ● monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities. 14 Reports We are subject to certain filing requirements and will furnish annual financial reports to our stockholders, audited by our independent registered public accounting firm, and will furnish un-audited quarterly financial reports in our quarterly reports filed electronically with the SEC. All reports and information filed by us can be found at the SEC website, www.sec.gov. Issued and Outstanding Shares The Company’s certificate of incorporation authorizes 4,500,000,000 shares of common stock, par value $0.001; and, 10,000,000 shares of preferred stock, par value $0.001. As of April 19, 2023, the Company had 3,319,240,740 shares of common stock, and 50,000 shares of Series A Preferred Stock, issued and outstanding. Stockholders As of April 19, 2023, the Company had approximately 725 record holders of its common stock. This number does not include the number of persons whose shares are in nominee or in “street name” accounts through brokers. Dividend Policy The Company did not pay dividends during the years ended December 31, 2022 and 2021. BoxScore has never declared or paid any cash dividends or distributions on our common stock and intend to retain future earnings, if any, to support our operations and to finance expansion. Therefore, it does not anticipate paying any cash dividends on the common stock in the foreseeable future. Stock Transfer Agent and Warrant Agent The Company’s stock transfer agent is Equiniti, 1110 Centre Pointe Curve Suit 101, Mendota Heights, Minnesota, 55120. BoxScore acts as its own warrant agent for its outstanding warrants, and maintains all records for its preferred shares. Recent Issuances of Unregistered Securities The following information represents securities sold by the Company during the period covered by this Annual Report, and the subsequent period, which were not registered under the Securities Act. Included are sales of reacquired securities, as well as new i ssues, securities issued in exchange for property, services, or other securities, and new securities resulting from the modification of outstanding securities. All issuances were exempt under Section 4(a)(2) of the Securities Act unless otherwise noted. ● On January 4, 2022, a noteholder converted convertible debt into 15,211,579 shares of Common Stock. ● On January 6, 2022, a noteholder converted convertible debt into 12,631,579 shares of Common Stock. ● On February 4, 2022, a noteholder converted convertible debt into 11,295,526 shares of Common Stock. ● On February 10, 2022, a noteholder converted convertible debt into 10,650,681 shares of Common Stock. ● On August 23, 2022, the Company issued fifty thousand (50,000) shares of its Series A Preferred Convertible Stock in exchange for $50,000 of net proceeds from Adam Lipson, who is one of our Directors. ● On November 21, 2022, in consideration of the payment of $25,000, the Company issued 6,578,947 shares of its Common Stock upon the exercise of a Warrant. ● On December 2, 2022, in consideration of the payment of $35,000, the Company issued 9,210,526 shares of its Common Stock upon the exercise of a Warrant. ● On December 14, 2022, in consideration of the payment of $25,000, the Company issued 6,578,947 shares of its common stock upon the exercise of a Warrant. ● On December 29, 2022, in consideration of the payment of $45,000, the Company issued 11,842,103 shares of its Common Stock upon the exercise of a Warrant. ● On December 14, 2022, the Company converted a total of $8,987,027 held by noteholders under 99 convertible promissory notes into a total of 2,818,277,866 shares of Common Stock as follows: 2,043,125,140 shares were issued to six holders under settlement agreements with each of the noteholders. 15 655,868,191 shares were issued to 20 holders under the forced conversion provision under each of the respective convertible promissory notes. 119,284,531 shares were issued to six holders as voluntary conversions by each holder under each of the respective convertible promissory notes. ● On December 26, 2022, the Company issued 7,500,000 shares to MZHCI in exchange for services rendered. ● On January 5, 2023, in consideration of the payment of $14,000, the Company issued 3,684,211 shares of its Common Stock upon the exercise of a Warrant. ● On January 31, 2023, in consideration of the payment of $70,000, the Company issued 18,421,053 shares of its Common Stock upon the exercise of a Warrant. ● On January 31, 2023, in consideration of the payment of $70,000, the Company issued 18,421,053 shares of its Common Stock upon the exercise of a Warrant. ● On February 28, 2023, the Company issued 2,688,478 shares of its Common Stock upon the cashless exercise of a Warrant. ● On March 27, 2023, in consideration of the payment of $35,000, the Company issued 9,210,526 shares of its Common Stock upon the exercise of a Warrant. ● On April 5, 2023, the Company closed transactions with four (4) investors under which the Company issued identified convertible promissory notes with an aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,500,000). The Company received net proceeds of $1,447,500. ● On April 8, 2023, the Company issued 3,203,661 shares of its Common Stock upon the cashless exercise of a Warrant. Shares Repurchased by the Registrant The Company did not purchase or repurchase any of its securities in the years ended December 31, 2022 and 2021. Securities Authorized for Issuance under Equity Compensation Plans On July 22, 2011, the Board of Directors of the Company approved the Company’s 2011 Equity Incentive Plan (the “Plan”) and on July 26, 2011, stockholders holding a majority of shares of the Company approved, by written consent, the Plan and the issuance under the Plan of 5,000,000 shares. On November 16, 2017, the Board of Directors approved an increase of 10,000,000 shares to be made available for issuance under the Plan. Accordingly, the total number of shares of common stock available for issuance under the Plan is 15,000,000 shares. Awards may be granted to employees, officers, directors, consultants, agents, advisors and independent contractors of the Company and its related companies. Such options may be designated at the time of grant as either incentive stock options or nonqualified stock options. Stock based compensation includes expense charges related to all stock-based awards. Such awards include options, warrants and stock grants. Generally, the Company issues stock options that vest over three years and expire in 5 to 10 years. The Company records share based payments under the provisions of FASB ASC 718. Stock based compensation expense is recognized over the requisite service period based on the grant date fair value of the awards. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model on certain assumptions. The Company estimated the expected volatility based on data used by peer group of public companies. The expected term was estimated using the simplified method. The risk-free interest rate assumption was determined using the equivalent U.S. Treasury bonds yield over the expected term. The Company has never paid any cash dividends and does not anticipate paying any cash dividends in the foreseeable future. Therefore, the Company assumed an expected dividend yield of zero. The following table sets forth information as of December 31, 2022 regarding equity compensation plans under which the equity securities are authorized for issuance. 16 Equity Plan Compensation Information Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available under equity compensation Plans Equity compensation plans approved by securities holders (1) - $ - 15,000,000 Total - 15,000,000 (1) Pursuant to the 2011 Equity Incentive Plan, as amended. Item 6. [Reserved]. Not applicable.