AMERICAN BATTERY MATERIALS, INC. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended 31 March 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41594 AMERICAN BATTERY MATERIALS, INC. (Exact name of Registrant as specified in its charter) Delaware 22-3956444 (State or Other Jurisdiction of Incorporation or Organization) (IRS Employer Identification No.) 500 West Putnam Avenue , Suite 400 , Greenwich , CT 06830 (Address of principal executive offices) (Zip Code) 800 - 998-7962 (Registrant’s telephone number, including area code) BOXSCORE BRANDS, INC. (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The number of shares outstanding of the registrant’s common stock, $0.001 par value per share, was 3,301,910,170 as of May 12, 2023. Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered None AMERICAN BATTERY MATERIALS, INC. (FORMERLY BOXSCORE BRANDS, INC.) FORM 10-Q For the Three Months Ended March 31, 2023 INDEX PAGE PART I – FINANCIAL INFORMATION 1 Item 1. Financial Statements 1 Consolidated Balance Sheets March 31, 2023 and December 31, 2022 (unaudited) 1 Consolidated Statement of Operations for the three months ended March 31, 2023 and 2023 (Unaudited) 2 Consolidated Statements of Changes in Stockholders’ Deficit for the three months ended March 31, 2023 and 2022 (Unaudited) 3 Consolidated Statements of cash Flows for three months ended March 31, 2023 and 2022 (Unaudited) 4 Notes to Unaudited Consolidated Financial Statements for the three months ended March 31, 2023 and 2022 5 Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations 13 Item 3. Quantitative and Qualitative Disclosure About Market Risk 17 Item 4. Controls and Procedures 17 PART II – OTHER INFORMATION 19 Item 1. Legal Proceedings 19 Item 1A. Risk Factors 19 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 19 Item 3. Defaults Upon Senior Securities 20 Item 4. Mine Safety Disclosures 20 Item 5. Other Information 20 Item 6. Exhibits 20 SIGNATURES 21 i PART I - FINANCIAL INFORMATION Item 1. Financial Statements AMERICAN BATTERY MATERIALS, INC. (Formerly BoxScore Brands, Inc.) Condensed Consolidated Balance Sheets (Unaudited) March 31, December 31, 2023 2022 Assets Current assets Cash $ 1,038,969 $ 42,582 Prepaid expenses and other assets 10,573 62,717 Other receivables 400,000 - Total current assets 1,449,542 105,299 Noncurrent assets Mineral claims 100,000 100,000 Total assets $ 1,549,542 $ 205,299 Liabilities and Stockholders’ Deficit Current Liabilities: Accounts payable $ 484,125 $ 438,667 Accrued expenses 514,842 482,881 Accrued interest 139,379 190,901 Promissory notes payable 350,000 357,008 Convertible notes payable 1,500,000 - Convertible notes payable – related party 25,000 - Current capital lease obligation 36,254 36,254 Total current liabilities 3,049,600 1,505,711 Total Liabilities 3,049,600 1,505,711 Stockholders’ deficit Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized, 50,000 shares issued and outstanding 5 5 Common stock, $ 0.001 par value, 4,500,000,000 shares authorized, 3,297,989,498 and 3,245,556,528 shares issued and outstanding, respectively 3,297,987 3,245,555 Additional paid in capital 13,445,433 13,308,865 Accumulated deficit ( 18,243,483 ) ( 17,854,837 ) Total stockholders’ deficit ( 1,500,058 ) ( 1,300,412 ) Total liabilities and stockholders’ deficit $ 1,549,542 $ 205,299 The accompanying notes are an integral part of the condensed consolidated unaudited financial statements. 1 AMERICAN BATTERY MATERIALS, INC. (Formerly BoxScore Brands, Inc.) Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended Three Months Ended March 31, March 31, 2023 2022 Operating Expenses General and administrative $ 446,476 $ 126,072 Total operating expenses 446,476 126,072 Operating loss ( 446,476 ) ( 126,072 ) Other Income (Expenses) Gain on change in fair value of derivative liabilities - 211,345 Gain on settlement of liabilities 67,984 - Interest expense ( 10,154 ) ( 189,047 ) Total other income (expenses) 57,830 22,298 Loss from operations before income taxes ( 388,646 ) ( 103,774 ) Provision for income taxes - - Net Loss $ ( 388,646 ) $ ( 103,774 ) Net loss per share – basic and diluted $ ( 0.00 ) $ ( 0.00 ) Weighted average common shares outstanding – basic and diluted 3,274,526,131 374,805,286 The accompanying notes are an integral part of the condensed consolidated unaudited financial statements. 2 AMERICAN BATTERY MATERIALS, INC. (Formerly BoxScore Brands, Inc.) Consolidated Statements of Changes in Stockholders’ Deficit Three and Nine months Ended September 30, 2022 and 2021 (Unaudited) Preferred stock Common stock Additional Paid in Accumulated Total Stockholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance as of December 31, 2021 - $ - 335,778,778 $ 335,778 $ 6,989,540 $ ( 16,367,989 ) $ ( 9,042,671 ) Shares issued for note conversion - - 49,789,365 49,789 139,411 - 189,200 Fair value of vested warrants - - - - 525 - 525 Net loss - - - - - ( 103,774 ) ( 103,774 ) Balance as of March 31, 2022 - $ - 385,568,143 $ 385,567 $ 7,129,476 $ ( 16,471,763 ) $ ( 8,956,720 ) Balance as of December 31, 2022 50,000 $ 5 3,245,556,528 $ 3,245,555 $ 13,308,865 $ ( 17,854,837 ) $ ( 1,300,412 ) Shares issued for cash exercise of warrants - - 49,736,843 49,736 139,264 - 189,000 Shares issued for cashless exercise of warrants - - 2,696,127 2,696 ( 2,696 ) - - Net loss - - - - - ( 388,646 ) ( 388,646 ) Balance as of March 31, 2023 50,000 $ 5 3,297,989,498 $ 3,297,987 $ 13,445,433 $ ( 18,243,483 ) $ ( 1,500,058 ) The accompanying notes are an integral part of the condensed consolidated unaudited financial statements. 3 AMERICAN BATTERY MATERIALS, INC. (Formerly BoxScore Brands, Inc.) Condensed Consolidated Statements of Cash Flows (Unaudited) Three Months Ended Three Months Ended March 31, March 31, 2023 2022 Cash Flows from Operating Activities Net loss $ ( 388,646 ) $ ( 103,774 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock based compensation - 525 Gain on settlement of debt ( 67,984 ) Gain on change in fair value derivative liabilities - ( 211,345 ) Changes in operating assets and liabilities: Prepaid expenses and other assets 52,144 - Accounts payable and accrued expenses 77,419 16,427 Accrued interest 9,454 175,017 Net cash used in operating activities ( 317,613 ) ( 123,150 ) Cash Flows from Investing Activities: - - Cash Flows from Financing Activities Proceeds from convertible notes 1,100,000 300,000 Proceeds from convertible notes – related party 25,000 - Proceeds from warrant exercises 189,000 - Repayments of promissory notes - ( 75,000 ) Net cash provided by financing activities 1,314,000 225,000 Net increase in cash 996,387 101,850 Cash, beginning of period 42,582 8,291 Cash, end of period $ 1,038,969 $ 110,141 Supplemental disclosures: Interest paid $ - $ - Income taxes paid $ - $ - Supplemental disclosures of non-cash investing and financing activities: Accounts payable and accrued payable exchanged for convertible note $ - $ 7,500 Receivable for convertible notes $ 400,000 - Cashless exercise of warrants $ 2,696 - Convertible notes converted to common stock $ - $ 48,804 Accrued interest on convertible notes converted to common stock $ - $ 140,396 The accompanying notes are an integral part of the condensed consolidated unaudited financial statements. 4 AMERICAN BATTERY MATERIALS, INC. (Formerly BoxScore Brands, Inc.) Notes to Condensed Consolidated Financial Statements For the Three Months Ended March 31, 2023 and 2022 (Unaudited) Note 1 - Nature of the Business American Battery Materials, Inc. (formerly BoxScore Brands, Inc.) (the “Company”) is a US based renewable energy company focused on the extraction, refinement and distribution of technical minerals in an environmentally responsible manner. The Company formerly developed, marketed and distributed various self-serve electronic kiosks and mall/airport co-branded islands throughout North America. Due to the nationwide shutdown related to the COVID-19 pandemic, the Company spent a portion of 2020 restructuring and retiring certain corporate debt and obligations, while focusing on implementing a new operational direction. Through the corporate reorganization and repositioning process, the Company found itself with the unique opportunity to expand its management team and acquire mining claims that historically reported high levels of Lithium and other tech minerals. The Company hired and affiliated itself with industry veterans that bring decades of experience, credibility and relationships. On November 5, 2021, the Company acquired the rights to 102 Federal Mining Claims located in the Lisbon Valley of Utah for $ 100,000 . The acquisition was driven by historical mineral data from seven (7) existing wells with brine aquifer access. The independent third-party Technical Report indicated that further investment and development in the claims were warranted. The Company has been moving forward with its strategy of employing advanced brine extractive technology methodologies and has been in talks with numerous extraction providers. Selective mineral extraction is clearly the most cost-effective and ESG friendly approach currently available. Technologies are being utilized that can extract the desired minerals and metals from the brine and then re-inject the brines back down into the aquafer. The prospective partners have been provided the analytical results from the technical reports, but will soon provide current results, analytical, Geotech modeling, aquifer modeling, recharge, flows, and depth. The Company will also look to expand its holdings in the Lisbon Valley area with the acquisition of additional mineral claims and joint venture opportunities. Note 2 - Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements are condensed and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring accruals considered necessary for a fair and non-misleading presentation of the financial statements have been included. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The balance sheet as of December 31, 2022 has been derived from the audited consolidated financial statements at that date but does not include all the information and footnotes required by GAAP for complete financial statements. These interim consolidated financial statements should be read in conjunction with the December 31, 2022 audited consolidated financial statements and the notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on April 21, 2022. 5 AMERICAN BATTERY MATERIALS, INC. (Formerly BoxScore Brands, Inc.) Notes to Condensed Consolidated Financial Statements For the Three Months Ended March 31, 2023 and 2022 (Unaudited) The accompanying consolidated financial statements include the accounts of American Battery Materials, Inc. (formerly BoxScore Brands, Inc.) and the operations of its wholly-owned subsidiaries U-Vend America, Inc., U-Vend Canada, Inc. and U-Vend USA LLC. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates and be based on events different from those assumptions. Future events and their effects cannot be predicted with certainty; estimating, therefore, requires the exercise of judgment. Thus, accounting estimates change as new events occur, as more experience is acquired, or as additional information is obtained. Property and Equipment Property and equipment are stated at cost less depreciation. Depreciation is provided using the straight-line method over the estimated useful life of the assets. Equipment has estimated useful lives between three and seven years. Expenditures for repairs and maintenance are charged to expense as incurred. Impairment of Long-lived Assets Long-lived assets, such as property and equipment and intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount to the estimated future undiscounted cash flows expected to be generated by the asset group. If it is determined that an asset group is not recoverable, an impairment charge is recognized for the amount by which the carrying amount of the asset group exceeds its fair value. Mineral Rights and Properties The Company capitalizes acquisition costs until the Company determines the economic viability of the property. Since the Company does not have proven and probable reserves as defined by Securities and Exchange Commission (“SEC”) regulation S-K 1300, exploration expenditures are expensed as incurred. The Company expenses mineral lease costs and repair and maintenance costs as incurred. The Company reviews the carrying value of our properties for impairment, including mineral rights, upon the occurrence of events or changes in circumstances that indicate the related carrying amounts may not be recoverable. The Company currently owns the rights to 102 Federal Mining Claims located in the Lisbon Valley of Utah that it purchased on November 5, 2021 for $ 100,000 . No impairment or capitalizable costs related to the mineral claims were noted during the three months ended March 31, 2023 or 2022. Earnings Per Share The Company presents basic and diluted earnings per share in accordance with ASC 260, “Earnings per Share.” Basic earnings per share reflect the actual weighted average of shares issued and outstanding during the period. Diluted earnings per share are computed including the number of additional shares that would have been outstanding if dilutive potential shares had been issued. In a loss period, the calculation for basic and diluted earnings per share is considered to be the same, as the impact of potential common shares is anti-dilutive. As of March 31, 2023 and December 31, 2022, there were approximately 92 million and 96 million shares potentially issuable under convertible debt agreements, options, warrants and preferred stock that could dilute basic earnings per share if converted that were excluded from the three months ended March 31, 2023 and 2022 because their inclusion would have been anti-dilutive due to the Company’s net losses. 6 AMERICAN BATTERY MATERIALS, INC. (Formerly BoxScore Brands, Inc.) Notes to Condensed Consolidated Financial Statements For the Three Months Ended March 31, 2023 and 2022 (Unaudited) Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. Certain warrants issued by the Company contain terms that result in the warrants being classified as derivative liabilities for accounting purposes. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash and equivalents, prepaid expenses and other assets, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. ASC 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows: ● Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis. ● Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that the Company values using observable market data. Substantially all of these inputs are observable in the marketplace throughout the term of the derivative instruments, can be derived from observable data, or supported by observable levels at which transactions are executed in the marketplace. ● Level 3: Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e. supported by little or no market activity). Level 3 instruments include derivative warrant instruments. The Company does not have sufficient corroborating evidence to support classifying these assets and liabilities as Level 1 or Level 2. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation - Stock Compensation,” which requires all stock-based awards granted to employees, directors, and non-employees to be measured at grant date fair value of the equity instrument issued, and recognized as expense. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period of the award, which is generally equivalent to the vesting period. The fair value of each stock option granted is estimated using the Black-Scholes option pricing model. The measurement date for the non-forfeitable awards to nonemployees that vest immediately is the date the award is issued. 7 AMERICAN BATTERY MATERIALS, INC. (Formerly BoxScore Brands, Inc.) Notes to Condensed Consolidated Financial Statements For the Three Months Ended March 31, 2023 and 2022 (Unaudited) Revenue Recognition We recognize revenue under ASC 606, “Revenue from Contracts with Customers,” the core principle of which is that an entity should recognize revenue to depict the transfer of control for promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the revenue recognition principles, an entity is required to identify the contract(s) with a customer, identify the performance obligations, determine the transaction price, allocate the transaction price to the performance obligations and recognize revenue as the performance obligations are satisfied (i.e., either over time or at a point in time). ASC 606 further requires that companies disclose sufficient information to enable readers of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company recognized $ 0 revenue during the three months ended March 31, 2023 and 2022. Recent Accounting Pronouncements On August 5, 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. This ASU is effective for public business entities, excluding smaller reporting companies, for fiscal years beginning after December 15, 2021, and for all other entities for fiscal years beginning after December 15, 2023. Early adoption is permitted for all entities no earlier than for fiscal years beginning after December 15, 2020. The Company is currently evaluating the effects this ASU will have on its financial statements. The Company has examined all other recent accounting pronouncements and determined that they will not have a material impact on its financial position, results of operations, or cash flows. Note 3 - Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis. The Company had net loss of $ 388,646 during the three months ended March 31, 2023, has accumulated losses totaling $ 18,243,483 , and has a working capital deficit of $ 1,600,058 as of March 31, 2023. These factors, among others, indicate that the Company may be unable to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. Until the Company can generate significant cash from operations, its ability to continue as a going concern is dependent upon obtaining additional financing. The Company hopes to raise additional financing, potentially through the sale of debt or equity instruments, or a combination, to fund its operations for the next 12 months and allow the Company to continue the development of its business plans and satisfy its obligations on a timely basis. Should additional financing not be available, the Company will have to negotiate with its lenders to extend the repayment dates of its indebtedness. There can be no assurance that the Company will be able to successfully restructure its debt obligations in the event it fails to obtain additional financing. These conditions have raised substantial doubt as to the Company’s ability to continue as a going concern for one year from the issuance of the financial statements, which has not been alleviated. 8 AMERICAN BATTERY MATERIALS, INC. (Formerly BoxScore Brands, Inc.) Notes to Condensed Consolidated Financial Statements For the Three Months Ended March 31, 2023 and 2022 (Unaudited) Note 4 - Debt Promissory Notes Payable In 2014 and 2016, the Company issued two promissory notes in the total principal amount of $ 70,000 . The promissory notes bear interest at 10 % per annum, with a provision for an increase in the interest rate upon an event of default, due on December 31, 2019. At March 31, 2023 and December 31, 2022, the note was in default, and the balance outstanding was $ 70,000 . During the year ended December 31, 2016, the Company issued two unsecured promissory notes and borrowed an aggregate amount of $ 80,000 . The promissory notes bear interest at 10 % per annum, with a provision for an increase in the interest rate upon an event of default as defined therein and were due at various due dates in May and September 2017. The due dates of both notes were extended to December 31, 2019. During the year ended December 31, 2022, total principal and accrued interest in the amount of $ 50,000 of principal and $ 27,972 of interest were converted into a $ 95,088 convertible note resulting in carrying value of $ 30,000 as of December 31, 2022. As of March 31, 2023 and December 31, 2022, the balance outstanding on these notes was $ 30,000 . As of March 31, 2023, the above promissory notes were in default with an interest rate increased by 2 % over the original interest rate. Accrued interest at March 31, 2023 and December 31, 2022 on these notes totalled $ 125,414 and $ 122,414 , respectively. During the year ended December 31, 2022, the Company entered into 5 promissory note agreements in the aggregate amount of $ 250,000 , of which $ 175,000 with the related parties. The notes have a 1-year term, bear interest of 7 % and 9 % if paid in cash. The outstanding principal balance was $ 250,000 as of March 31, 2022. Accrued interest at March 31, 2023 and December 31, 2022 on these notes totalled $ 12,138 and $ 7,513 , respectively. During the three months ended March 31, 2023, $ 7,008 in principal and $ 60,976 in interest were forgiven by creditors. Convertible Notes Payable and Convertible Notes Payable – Related Party In February 2023, the Company entered into a convertible promissory note agreement in the amount of $ 25,000 with a related party. The note has a 1 year term, bear interest of 9 %, and has a conversion price equal to the lesser of (1) the most recent issuance price; or, (2) closing price for the common stock on the maturity date. The outstanding principal balance was $ 25,000 as of March 31, 2022. Accrued interest as of March 31, 2023 was $ 194 . In February and March 2023, the Company entered into Note Purchase Agreements with four investors not affiliated with the Company (the “Purchasers”) pursuant to which the Purchasers purchased from the Company convertible notes (the “Convertible Notes”) with an aggregate principal amount of $ 1,500,000 , of which $ 400,000 was recorded as a receivable as of March 31, 2023, and received subsequently in April 2023. The outstanding principal and accrued interest balances at March 31, 2023 were $ 1,500,000 and $ 1,635 , respectively. The Convertible Notes provide for a maturity of 12-months; 7.5 % interest per annum; and, no right to prepay during the first 6-months after the date of issuance (the “Issuance Date”). The Convertible Notes are convertible into shares of common stock of the Company (the “Conversion Shares”) as follows: (a) The Convertible Notes automatically convert into Conversion Shares upon the shares of the Company’s common stock being listed on a higher exchange due to the (i) pricing and funding of an S-1 registration statement; or, (ii) the closing of a transaction resulting in the uplist (either, a “Triggering Transaction”). The conversion price for the Conversion Shares in an automatic conversion shall be equal to: (1) 75 % of the price under the Triggering Transaction if within 120-days of the Issuance Date; 9 AMERICAN BATTERY MATERIALS, INC. (Formerly BoxScore Brands, Inc.) Notes to Condensed Consolidated Financial Statements For the Three Months Ended March 31, 2023 and 2022 (Unaudited) (2) 70 % of the price under the Triggering Transaction if within 121 to 150-days of the Issuance Date; (3) 65 % of the price under the Triggering Transaction if more than 150-days of the Issuance Date. (b) The Purchasers have the right to convert into Conversion Shares, in whole or in part, at any time after 180-days following the Issuance Date. The conversion price for the Conversion Shares in a voluntary conversion shall be equal to 65 % of the volume weighted average price for the Company’s common stock during the 20-consecutive trading days preceding the conversion. Scheduled maturities of debt remaining as of March 31, 2023 for each respective fiscal year end are as follows: 2023 $ 350,000 2024 1,525,000 Total $ 1,875,000 The following table reconciles, for the three months ended March 31, 2023 and 2022, the beginning and ending balances for financial instruments related to the embedded conversion features that are recognized at fair value in the consolidated financial statements. Three months ended March 31, 2023 March 31, 2022 Balance of embedded derivative at the beginning of the period $ $ 211,345 Change in fair value of conversion features ( 211,345 ) Balance of embedded derivatives at the end of the period $ - $ - Note 5 - Capital Lease Obligations During the year ended December 31, 2018 the Company entered into various capital lease agreements. The leases expire at various points through the year ended December 31, 2023 . The following schedule provides minimum future rental payments required as of March 31, 2023. 2023 $ 36,692 Total minimum lease payments 36,692 Less: Amount represented interest ( 438 ) Present value of minimum lease payments and guaranteed residual value $ 36,254 10 AMERICAN BATTERY MATERIALS, INC. (Formerly BoxScore Brands, Inc.) Notes to Condensed Consolidated Financial Statements For the Three Months Ended March 31, 2023 and 2022 (Unaudited) Note 6 - Capital Stock On October 20, 2022 the Company , following receipt of written approval from stockholders acting without a meeting and holding at least the minimum number of votes that would be necessary to authorize or take such action at a meeting, filed an amendment to its Certificate of Incorporation to (i) change the name of the Company to “AMERICAN BATTERY MATERIALS, INC.” (the “Name Change”); and, (ii) increase the total number of authorized shares of the Company’s common stock, par value $ 0.001 per share, from 600,000,000 to 4,500,000,000 (the “Authorized Share Increase”). The Authorized Share Increase was effective as of October 20, 2022. The Name Change was processed by FINRA and was effective as of May, 1, 2023, at which time the Company’s trading symbol was changed to BLTH On October 20, 2022, in addition to the Name Change and the Authorized Share Increase, the holder of 63.86 % of the issued and outstanding shares of stock of the Company entitled to vote took action by written consent and without a meeting, pursuant to Delaware General Corporate Law Section 228, and adopted and approved the following actions: 1. Future amendment of the Company’s Certificate of Incorporation to implement a decrease in the authorized shares of the Company’s Common Stock from 4,500,000,000 to a number of not less than 10,000,000 and not more than 2,000,000,000 (the “Authorized Share Reduction”), at any time prior to October 20, 2023 (the “Anniversary Date”), with the Board having the discretion to determine whether or not the Authorized Share Reduction is to be effected, and if effected, the exact number of the Authorized Share Reduction within the above range. 2. Future amendment of the Company’s Certificate of Incorporation to implement a reverse stock split of the Company’s Common Stock by a ratio of not less than 1-for-10 and not more than 1-for-1,000, (the “Reverse Split”), at any time prior to the Anniversary Date, with the Board having the discretion to determine whether or not the Reverse Split is to be effected, and if effected, the exact ratio for the Reverse Split within the above range. Preferred Stock The Company has authorization for “blank check” preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to common stock. March 31, 2023 and December 31, 2022, there are 10,000,000 shares of preferred stock authorized, and 50,000 shares issued and outstanding. On August 12, 2022, the Company effected with the Delaware Secretary of State a designation of 50,000 shares of Series A Super Voting Preferred Convertible Stock, having a par value of $ 0.001 per share and a purchase price of $ 1.00 per share (the “Series A Preferred”). The Series A Preferred may vote on any action upon which holders of the Common Stock may vote, and they shall vote together as one class with voting rights equal to sixty percent ( 60 %) of all of the issued and outstanding shares of Common Stock of the Company. The Series A Preferred shall automatically convert into shares of Common Stock upon the earlier of either a) the effectiveness of a Registration Statement under the Securities Act of 1933, or b) Twelve (12) months from the issuance of the Series A Preferred Stock at a ratio equal to the purchase prices per share of the Series A Preferred divided by $ 0.005 . Common Stock The Company has authorized 4,500,000,000 shares of common stock, with 3,297,989,498 and 3,245,556,528 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively. During the three months ended March 31, 2023, the Company issued 49,736,843 shares of common stock upon warrant exercises for an aggregate exercise price of $ 189,000 , and 2,696,127 shares of common stock upon cashless warrant exercise. During the three months ended March 31, 2022, the Company issued 49,789,365 shares of its common stock for conversion of $ 189,200 of convertible notes and accrued interest. 11 AMERICAN BATTERY MATERIALS, INC. (Formerly BoxScore Brands, Inc.) Notes to Condensed Consolidated Financial Statements For the Three Months Ended March 31, 2023 and 2022 (Unaudited) Note 7 - Stock Options and Warrants Warrants As of March 31, 2023 the Company had the following warrant securities outstanding: Warrants Exercise Price Expiration 2018 Warrants – financing 3,906,191 $ 0.07 April - November 2023 2018 Warrants for services 2,250,000 $ 0.07 October - December 2023 2019 Warrants –financing 10,500,000 $ 0.07 March - October 2024 2019 Warrants for services 3,500,000 $ 0.07 March - April 2024 2020 Warrants for services 750,000 $ 0.05 February 2025 2022 Exchange warrants 71,169,473 $ 0.0038 September 2025 Total 92,075,664 A summary of all warrant activity for the three months ended March 31, 2023 is as follows: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance outstanding at December 31, 2022 96,661,378 $ 0.02 2.32 Granted - - - Exercised ( 2,800,000 ) 0.07 - Forfeited - - - Cancelled - - - Expired ( 1,785,714 ) 0.07 - Balance outstanding as of March 31, 2023 92,075,664 $ 0.01 2.18 Exercisable as of March 31, 2023 92,075,664 $ 0.01 2.18 The intrinsic value of the outstanding warrants as of March 31, 2023 was $ 0 , as the exercise prices exceeded the common stock’s fair market value per share on that date. Equity Incentive Plan 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. Note 9 - Subsequent Events The Company has evaluated events occurring subsequent to March 31, 2023 through the date of the issuance of these financial statements and noted the following: On April 8, 2023, the Company issued 3,203,661 shares of its common stock for a cashless warrant exercise. On April 25, 2023, the Company formed Mountain Sage Minerals LLC, a Utah limited liability company, of which it is the 100 % owner. On April 30, 2023, the Company issued 717,011 shares of its common stock for a cashless warrant exercise. The Company’s name change from BoxScore Brands, Inc. to American Battery Materials, Inc. was processed by FINRA and was effective as of May, 1, 2023, at which time the Company’s trading symbol was changed to BLTH. On May 5, 2023, the Company closed a transaction with an accredited investor under which the Company issued a convertible promissory note in the original amount of $ 50,000 . 12 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements Certain statements contained herein constitute “forward-looking statements.” Except for the historical information contained herein, this report contains forward-looking statements (identified by the words “estimate,” “project,” “anticipate,” “plan,” “expect,” “intend,” “believe,” “hope,” “strategy” and similar expressions), which are based on our current expectations and speak only as of the date made. These forward-looking statements are subject to various risks, uncertainties and factors that could cause actual results to differ materially from the results anticipated in the forward-looking statements, including, without limitation, those discussed under Part I, Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on April 21, 2022, and those described herein that could cause actual results to differ materially from the results anticipated in the forward-looking statements, and the following: ● Our limited operating history with our business model; ● The limited financing currently available to us. We may in the near future have a number of obligations that we will be unable to meet without generating additional income or raising additional capital; ● Further cost reductions or curtailment in future operations due to our low cash balance and negative cash flow; ● Our ability to effect a financing transaction to fund our operations which could adversely affect the value of our stock; ● Our limited cash resources may not be sufficient to fund continuing losses from operations; ● The failure of our products and services to achieve market acceptance; and ● The inability to compete in our market, especially against established industry competitors with greater market presence and financial resources. The following discussion and analysis provides information that our management believes is relevant to an assessment and understanding of our results of operations and financial condition, and should be read in conjunction with the consolidated financial statements and footnotes that appear elsewhere in this report. This Management’s Discussion and Analysis is a supplement to our financial statements, including notes, referenced elsewhere in this Annual Report, and is provided to enhance your understanding of our operations and financial condition. Due to rounding, some parts of this discussion may not sum or calculate precisely to the totals and percentages provided in the tables. Overview American Battery Materials, Inc. (formerly BoxScore Brands, Inc.) (the “ Company ”) is a US based renewable energy company focused on the extraction, refinement and distribution of technical minerals in an environmentally responsible manner. The Company formerly developed, marketed and distributed various self-serve electronic kiosks and mall/airport co-branded islands throughout North America. Due to the nationwide shutdown related to the COVID-19 pandemic, the Company spent a portion of 2020 restructuring and retiring certain corporate debt and obligations, and focusing on implementing a new operational direction. Through the corporate reorganization and repositioning process, the Company found itself with the unique opportunity to expand its management team and acquire mining claims that historically reported high levels of Lithium and other tech minerals. The Company hired and affiliated itself with industry veterans that bring decades of experience, credibility and relationships. 13 On November 5, 2021, the Company acquired the rights to 102 Federal Mining Claims located in the Lisbon Valley of Utah for $100,000. The acquisition was driven by historical mineral data from seven (7) existing wells with brine aquifer access. We have not yet commenced any mining operations, and we are an Exploration Stage Company, as defined in Regulation S-K, Subpart 1300 (“ Regulation S-K 1300 ”). An independent third-party technical report indicated that further investment and development in the claims was warranted, although no determination has been made whether we have any reserves of minerals. Similarly, no determined has been made whether mineralization could be economically and legally produced or extracted. We have no reserves as defined by Regulation S-K 1300. On October 20, 2022 the Company, following receipt of written approval from stockholders acting without a meeting and holding at least the minimum number of votes that would be necessary to authorize or take such action at a meeting, filed an amendment to its Certificate of Incorporation to (i) change the name of the Company to “AMERICAN BATTERY MATERIALS, INC.” (the “ Name Change ”); and, (ii) increase the total number of authorized shares of the Company’s common stock, par value $0.001 per share, from 600,000,000 to 4,500,000,000 (the “ Authorized Share Increase ”). The Name Change was processed by FINRA and was effective on May 1, 2023, at which time the Company’s trading symbol was also changed to BLTH. The Authorized Share Increase was effective as of October 20, 2022. On October 20, 2022, in addition to the Name Change and the Authorized Share Increase, the holder of 63.86% of the issued and outstanding shares of stock of the Company entitled to vote took action by written consent and without a meeting, pursuant to Delaware General Corporate Law Section 228, and adopted and approved the following actions: 1. Future amendment of the Company’s Certificate of Incorporation to implement a decrease in the authorized shares of the Company’s Common Stock from 4,500,000,000 to a number of not less than 10,000,000 and not more than 2,000,000,000 (the “ Authorized Share Reduction ”), at any time prior to October 20, 2023 (the “ Anniversary Date ”), with the Board having the discretion to determine whether or not the Authorized Share Reduction is to be effected, and if effected, the exact number of the Authorized Share Reduction within the above range. 2. Future amendment of the Company’s Certificate of Incorporation to implement a reverse stock split of the Company’s Common Stock by a ratio of not less than 1-for-10 and not more than 1-for-1,000, (the “ Reverse Split ”), at any time prior to the Anniversary Date, with the Board having the discretion to determine whether or not the Reverse Split is to be effected, and if effected, the exact ratio for the Reverse Split within the above range. Results of Operations Three months ended March 31, 2023 Compared to Three months ended March 31, 2022 Revenue For the three months ended March 31, 2023 and 2022, the Company had no revenue. Operating Expenses General and administrative expenses for the three months ended March 31, 2023 were $446,476, an increase of $320,404 or 254%, compared to $126,072 for the three months ended March 31, 2022. The increase in operating expenses was mainly due to an increase in professional fees. In the second quarter of 2022, the Company activated consulting teams to pursue additional land acquisitions, and to begin the State and Federal permitting process for project development work. In addition, the Company initiated construction strategies based on reports from RESPEC, the Company’s engineering partner, for geological modeling and drill entry design and related planning. Change in Fair Value of Derivative Liabilities During the three months ended March 31, 2022, the Company recorded a gain on the change in fair value of derivative liabilities of $211,345. The underlying convertible notes were converted during the fourth quarter of 2022, resulting in no derivative liabilities during the three months ended March 31, 2023. 14 Gain on settlement of liabilities During the three months ended March 31, 2023, the Company recorded a gain on settlement of liabilities of $67,984, consisting of $7,008 in principal and $60,976 in interest forgiven by creditors. No such transactions were noted during the three months ended March 31, 2022. Interest Expense Interest expense for the three months ended March 31, 2023, was $10,154, as compared to $189,047 during the three months ended March 31, 2022 due to the aforementioned conversion of convertible notes payable during the fourth quarter of 2022. Net Loss As a result of the foregoing, the net loss for the three months ended March 31, 2023, was $388,646 as compared to the net loss of $103,774 during the three months ended March 31, 2022. Liquidity and Capital Resources The accompanying consolidated financial statements have been prepared on a going concern basis. The Company had net loss of $388,646 during the three months ended March 31, 2023, has accumulated losses totaling $18,243,483, and has a working capital deficit of $1,600,058 as of March 31, 2023. These factors, among others, indicate that the Company may be unable to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. The Company will need to raise additional financing in order to fund its operations for the next 12 months, and to allow the Company to continue the development of its business plans and satisfy its obligations on a timely basis. Should additional financing not be available, the Company will have to negotiate with its lenders to extend the repayment dates of its indebtedness. There can be no assurance that the Company will be able to successfully restructure its debt obligations in the event it fails to obtain additional financing. Cash Flows from Operating Activities During the three months ended March 31, 2023, the Company used $317,613 of cash in operating activities as a result of the Company’s net loss of $388,646, increased by gain on debt settlement of $67,984 and offset by net changes in operating assets and liabilities of $139,017. During the three months ended March 31, 2022, the Company used $123,150 of cash in operating activities as a result of the Company’s net loss of $103,774, increased by gain on change in fair market value of derivative liability of $211,345, and offset by share-based compensation of $525 and net changes in operating assets and liabilities of $191,444. Cash Flows from Investing Activities During the three months ended March 31, 2023 and 2022, the Company had no investing activities. Cash flows from Financing Activities During the three months ended March 31, 2023, financing activities provided $1,314,000, resulting from $1,125,000 in proceeds from convertible notes, and $189,000 in proceeds from the exercise of warrants. 15 During the three months ended March 31, 2022, financing activities provided $225,000, resulting from $300,000 in proceeds from convertible notes, offset by $75,000 in repayments of convertible notes. Off-Balance Sheet Arrangements The Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, an effect on its financial condition, financial statements, revenues or expenses. Inflation Although the Company’s operations are influenced by general economic conditions, it does not believe that inflation had a material effect on its results of operations during the last two years as it is generally able to pass the increase in material and labor costs to its customers or absorb them as it improves the efficiency of its operations. Critical Accounting Policies The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and accompanying notes. The consolidated financial statements as of March 31, 2023 describe the significant accounting policies and methods used in the preparation of the consolidated financial statements. Actual results could differ from those estimates and be based on events different from those assumptions. Future events and their effects cannot be predicted with certainty; estimating therefore, requires the exercise of judgment. Thus, accounting estimates change as new events occur, as more experience is acquired or as additional information is obtained. The following critical accounting policies are impacted significantly by judgments, assumptions and estimates used in the preparation of our consolidated financial statements: Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash and equivalents, accounts receivable, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows: ● Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis ● Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that the Company values using observable market data. Substantially all of these inputs are observable in the marketplace throughout the term of the derivative instruments, can be derived from observable data, or supported by observable levels at which transactions are executed in the marketplace. ● Level 3: Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e. supported by little or no market activity). Level 3 instruments include derivative warrant instruments. The Company does not have sufficient corroborating evidence to support classifying these assets and liabilities as Level 1 or Level 2. 16 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. Certain warrants issued by the Company contain terms that result in the warrants being classified as derivative liabilities for accounting purposes. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. Item 3. Quantitative and Qualitative Disclosures about Market Risk Not required for smaller reporting companies. Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures David Graber, who serves as our Co-Chief Executive Officer and Chairman of the Board, and Sebastian Lux, who serves as our Co-Chief Executive Officer, Chief Financial Officer, and Principal Financial Officer (collectively referred to herein as “ Senior Management ”), evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2023. The term “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Senior Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. Based on its evaluation, Senior Management concluded as of March 31, 2023 that our disclosure controls and procedures were not effective because of material weaknesses in our internal control over financial reporting, described below in Management’s Report on Internal Control Over Financial Reporting. Notwithstanding the identified material weaknesses, Senior Management believes the consolidated financial statements included in this Quarterly Report on Form 10-Q fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP. Management’s Report on Internal Control Over Financial Reporting Senior Management, is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Exchange Act. An evaluation was performed of the effectiveness of the Company’s internal control over financial reporting. The evaluation was based on the framework in 2013 Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based on its evaluation under the criteria set forth in 2013 Internal Control — Integrated Framework, Senior Management concluded that, as of March 31, 2023 our internal control over financial reporting was not effective because of the identification of material weaknesses described as follows: ● We did not have controls designed to validate the completeness and accuracy of underlying data used in the determination of accounting transactions. Accordingly, we believe we have a material weakness because there is a reasonable possibility that a material misstatement to the interim or annual consolidated financial statements would not be prevented or detected on a timely basis. ● We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness. 17 ● We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness. ● We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting. ● We do not have a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures. Remediation Plan for Material Weaknesses in Internal Control over Financial Reporting Senior Management of the Company is committed to improving its internal controls and will (i) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities; (ii) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel; (iii) seek to add a full-time Chief Financial Officer to replace Mr. Lux when the Company has adequate financial resources; and, (iv) is currently considering appointing audit committee members in the future. Senior Management has discussed the material weaknesses noted above with our independent registered public accounting firm. Due to the nature of these material weaknesses, it is reasonably possible that misstatements which could be material to the annual or interim consolidated financial statements could occur that would not be prevented or detected during our financial close and reporting process. This Quarterly Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Quarterly Report. Changes in Internal Controls Over Financial Reporting There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. However, Senior Management is currently seeking to improve our controls and procedures in an effort to remediate the deficiencies described above. 18 PART II – OTHER INFORMATION Item 1. Legal Proceedings. None. Item 1A. Risk Factors. In addition to the other information set forth in this report, you should carefully consider the factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the period ended December 31, 2022, as filed with the Securities and Exchange Commission on April 21, 2023. These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by any forward-looking statements contained in this report. As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide any additional information required by this Item. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. The following information represents securities sold by the Company during the period covered by this Quarterly Report, and the subsequent period, which were not registered under the Securities Act. Included are sales of reacquired securities, as well as new issues, 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 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 closed a transaction with an accredited investor (who is a related party) under which the Company issued a convertible promissory note in the original amount of $25,000. ● On February 28, 2023, the Company issued 2,696,127 shares of its Common Stock upon the cashless exercise of a Warrant. ● On March 24 and 28, 2023, the Company closed transactions with four investors under which the Company issued convertible promissory notes with an aggregate principal amount of $1,500,000. ● 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 8, 2023, the Company issued 3,203,661 shares of its Common Stock upon the cashless exercise of a Warrant. ● On April 30, 2023, the Company issued 717,011 shares of its common stock for a cashless warrant exercise. ● On May 5, 2023, the Company closed a transaction with an accredited investor under which the Company issued a convertible promissory note in the original amount of $50,000. The Company received net proceeds of $50,000. 19 Item 3. Defaults Upon Senior Securities. None. Item 4. Mine Safety Disclosures. None. Item 5. Other Information. None. Item 6. Exhibits 31.1 Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) 32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. 1350 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). 20 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. May 15, 2023 AMERICAN BATTERY MATERIALS, INC. By: /s/ Sebastian Lux Sebastian Lux, Co-Chief Executive Officer, President, and Chief Financial Officer 21