AMERICAN BATTERY MATERIALS, INC. 10-Q

Item 1. Financial Statements AMERICAN BATTERY MATERIALS, INC. Condensed Consolidated Balance Sheets (Unaudited) September 30, December 31, 2023 2022 Assets Current assets Cash $ 338,982 $ 42,582 Prepaid expenses and other assets 80,568 62,717 Total current assets 419,550 105,299 Noncurrent assets Mineral claims 206,000 100,000 Total assets $ 625,550 $ 205,299 Liabilities and Stockholders’ Deficit Current Liabilities: Accounts payable $ 362,427 $ 438,667 Accrued expenses 560,430 482,881 Accrued interest 215,557 190,901 Promissory notes payable, net of discount 248,939 357,008 Promissory notes payable – related party 175,000 - Convertible notes payable, net of discount 1,961,185 - Convertible notes payable – related party 25,000 - Current capital lease obligation 36,254 36,254 Total current liabilities 3,584,792 1,505,711 Total Liabilities 3,584,792 1,505,711 Stockholders’ deficit Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized, 0 and 50,000 shares issued and outstanding, respectively - 5 Common stock, $ 0.001 par value, 4,500,000,000 shares authorized, 3,406,691,566 and 3,245,556,528 shares issued and outstanding, respectively 3,406,689 3,245,555 Additional paid in capital 13,951,705 13,308,865 Accumulated deficit ( 20,317,636 ) ( 17,854,837 ) Total stockholders’ deficit ( 2,959,242 ) ( 1,300,412 ) Total liabilities and stockholders’ deficit $ 625,550 $ 205,299 The accompanying notes are an integral part of the condensed consolidated unaudited financial statements. 1 AMERICAN BATTERY MATERIALS, INC. Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2023 2022 2023 2022 Operating Expenses General and administrative $ 624,952 $ 331,735 $ 2,165,494 $ 821,995 Total operating expenses 624,952 331,735 2,165,494 821,995 Operating loss ( 624,952 ) ( 331,735 ) ( 2,165,494 ) ( 821,995 ) Other Expenses / Income Gain on change in fair value of derivative liabilities - - - 211,345 Gain on settlement of liabilities - - 67,984 - Fair value of stock issued for note modification ( 168,856 ) - ( 168,856 ) - Extension fees due to SPAC Sponsor ( 101,662 ) - ( 101,662 ) - Interest expense ( 47,554 ) ( 175,133 ) ( 94,771 ) ( 537,938 ) Total other expenses / income ( 318,072 ) ( 175,133 ) ( 297,305 ) ( 326,593 ) Loss from operations before income taxes ( 943,024 ) ( 506,868 ) ( 2,462,799 ) ( 1,148,588 ) Provision for income taxes - - - - Net Loss $ ( 943,024 ) $ ( 506,868 ) $ ( 2,462,799 ) $ ( 1,148,588 ) Net loss per share – basic and diluted $ ( 0.00 ) $ ( 0.00 ) $ ( 0.00 ) $ ( 0.00 ) Weighted average common shares – basic and diluted 3,371,357,496 385,568,143 3,324,638,012 382,019,948 The accompanying notes are an integral part of the condensed consolidated unaudited financial statements. 2 AMERICAN BATTERY MATERIALS, INC. Consolidated Statements of Changes in Stockholders’ Deficit Three and Nine Months Ended September 30, 2023 and 2022 (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 ) Preferred stock issued for cash 50,000 5 - - 49,995 - 50,000 Shares issued for note conversion - - 49,789,365 49,789 139,411 - 189,200 Fair value of warrants - - - - 11,080 - 11,080 Net loss - - - - - ( 1,148,588 ) ( 1,148,588 ) Balance as of September 30, 2022 50,000 5 385,568,143 385,567 7,190,026 ( 17,516,577 ) ( 9,940,979 ) 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 services - - 54,916,669 54,917 318,733 - 373,650 Shares issued for warrant exercise - - 49,736,843 49,736 139,264 - 189,000 Shares issued for cashlesswarrant exercise - - 16,799,491 16,799 ( 16,799 ) - - Conversion of preferred stock to common stock ( 50,000 ) ( 5 ) 10,000,000 10,000 ( 9,995 ) - - Shares issued for note modification - - 16,635,226 16,635 152,221 - 168,856 Shares issued with notes - - 13,046,809 13,047 59,416 - 72,463 Net loss - - - - - ( 2,462,799 ) ( 2,462,799 ) Balance as of September 30, 2023 - - 3,406,691,566 3,406,689 13,951,705 ( 20,317,636 ) ( 2,959,242 ) Balance as of June 30, 2022 - - 385,568,143 385,567 7,129,476 ( 17,009,709 ) ( 9,494,666 ) Preferred stock issued for cash 50,000 5 - - 49,995 - 50,000 Fair value of warrants - - - - 10,555 - 10,555 Net loss - - - - - ( 506,868 ) ( 506,868 ) Balance as of September 30, 2022 50,000 5 385,568,143 385,567 7,190,026 ( 17,516,577 ) ( 9,940,979 ) Balance as of June 30, 2023 50,000 5 3,356,826,839 3,356,825 13,760,245 ( 19,374,612 ) ( 2,257,537 ) Shares issued for cashlesswarrant exercise - - 10,182,692 10,182 ( 10,182 ) - - Conversion of preferred stock to common stock ( 50,000 ) ( 5 ) 10,000,000 10,000 ( 9,995 ) - - Shares issued for note modification - - 16,635,226 16,635 152,221 - 168,856 Shares issued with notes - - 13,046,809 13,047 59,416 - 72,463 Net loss - - - - - ( 943,024 ) ( 943,024 ) Balance as of September 30, 2023 - - 3,406,691,566 3,406,689 13,951,705 ( 20,317,636 ) ( 2,959,242 ) The accompanying notes are an integral part of the condensed consolidated unaudited financial statements. 3 AMERICAN BATTERY MATERIALS, INC. Condensed Consolidated Statements of Cash Flows (Unaudited) Nine Months Ended Nine Months Ended September 30, September 30, 2023 2022 Cash Flows from Operating Activities Net income (loss) $ ( 2,462,799 ) $ ( 1,148,588 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock based compensation 446,113 11,080 Gain on settlement of liabilities ( 67,984 ) - Gain on change in fair value of debt and warrant liabilities - ( 211,345 ) Fair value of stock issued for note modification 168,856 - Amortization of debt discount ( 89,876 ) - Changes in operating assets and liabilities: Prepaid expenses and other assets ( 17,851 ) ( 88,099 ) Accounts payable and accrued expenses 65,424 241,124 Accrued interest 46,517 475,490 Net cash used in operating activities ( 1,911,600 ) ( 720,338 ) Cash Flows from Investing Activities: Acquisition of mineral claims ( 106,000 ) - Net cash provided by (used in) investing activities ( 106,000 ) - Cash Flows from Financing Activities Proceeds from convertible notes 2,025,000 590,000 Proceeds from promissory notes 100,000 200,000 Proceeds from issuance of preferred stock - 50,000 Proceeds from warrant exercises 189,000 - Repayment of convertible note - ( 75,000 ) Net cash provided by financing activities 2,314,000 765,000 Net increase (decrease) in cash 296,400 44,662 Cash, beginning of period 42,582 8,291 Cash, end of period $ 338,982 $ 52,953 Supplemental disclosures: Interest paid $ - $ - Supplemental disclosures of non-cash items: Convertible notes converted to common stock $ - $ 48,804 Accounts payable and accrued payable exchanged for convertible note $ - $ 140,396 Promissory notes converted to convertible notes $ - $ 170,000 Accrued interest on promissory notes converted to convertible notes $ - $ 57,372 The accompanying notes are an integral part of the condensed consolidated unaudited financial statements. 4 AMERICAN BATTERY MATERIALS, INC. Notes to Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2023 and 2022 (Unaudited) Note 1 - Nature of the Business American Battery Materials, 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. On April 25, 2023, the Company formed Mountain Sage Minerals LLC, a Utah limited liability company, of which it is the 100 % owner. The Company will look to expand its holdings in the Lisbon Valley area with the acquisition of additional mineral claims and joint venture opportunities through this new LLC. On May 1, 2023, FINRA completed the processing of our application for a name change, and our name was officially changed to American Battery Materials, Inc. At the same time, the Company’s trading symbol was changed to BLTH. These changes better reflect the business of the Company. On June 1, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Seaport Global Acquisition II Corp., a Delaware corporation (“SGI I ”), and Lithium Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of SGII (“Merger Sub”). SGII is a blank check company, also referred to as a special purpose acquisition company, formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. SGII is an early stage and emerging growth company. Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving the merger. As a result of the transactions under the Merger Agreement, ABM will become a wholly-owned subsidiary of SGII. The stockholders of ABM will become stockholders of SGII under an exchange ratio in the Merger Agreement. The closing of the transactions under the Merger Agreement is expected to be consummated in 2023, after the required approval by the stockholders of SGII and the fulfillment of certain other conditions. On July 14, 2023, the Company, SGII, and Merger Sub (collectively, the “Parties”) entered into Amendment No. 1 to Agreement and Plan of Merger (the “Amendment”). Pursuant to the Amendment, the Parties agreed to (i) reduce the value of the shares of SGII common stock to be paid as consideration to ABM’s stockholders from $ 160 million to $ 120 million; (ii) extend the Merger Agreement’s termination date from August 19, 2023 to February 19, 2024; and, (iii) amend the Merger Agreement to obligate the Company to fund one-half of the additional payment into trust (i.e., $ 0.015 per share by the Company) that SGII intends to make in connection with an extension to the date by which SGII must complete a business combination. If the Company fails to make any such contribution that is subsequently funded by SGII (each, a “Contribution Shortfall”), then the Company shall issue to SGII’s sponsor a number of shares with value equal to two times the amount of all Contribution Shortfalls either (a) if the transactions under the Merger Agreement close, of the post-business combination company; or, (b) if the transactions under the Merger Agreement do not close, of the Company. On August 4, 2023, the Company filed an Amendment to the Certificate of Incorporation (the “Amendment”) in order to effect a reverse stock split in the ratio of 1-for-300 (the “Reverse Split”). The Company and its shareholders holding a majority of the issued and outstanding shares of stock of the Company entitled to vote previously approved a reverse stock split for not less than 1-for-10 and not more than 1-for-1,000, at any time prior to October 20, 2023, with the Company’s 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. On August 1, 2023, the Company’s unanimously approved the Reverse Split and authorized the filing of the Amendment. Although the Amendment has been filed, the Reverse Split will not be effective and will not be reflected (i) in the stock price of the Company; or, (ii) in the Company’s financials until the Revere Split is processed by FINRA. The Company has submitted an application to FINRA for a corporate action in order to implement and effect the Reverse Split. 5 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. 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 nine months ended September 30, 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, 2023. The accompanying consolidated financial statements include the accounts of American Battery Materials, Inc. and the operations of its wholly-owned subsidiaries U-Vend America, Inc., U-Vend Canada, Inc., U-Vend USA LLC, and Mountain Sage Minerals 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. During the period ending September 30, 2023 the Company took action to expand on its rights to 102 federal mining claims located in the Lisbon Valley of Utah that it purchased on November 5, 2021 for $ 100,000 . The Company acquired and staked additional lithium mining claims adjacent to its Lisbon Valley Project in Utah for $ 106,000 . The new claims have been registered with the Bureau of Land Management. The Company now owns a total of 743 placer claims over 14,260 acres, comprised of (i) the 102 original claims held; and, (ii) the 641 new claims. No impairment or capitalizable costs related to the mineral claims were noted during the nine months ended September 30, 2023 or 2022. 6 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 September 30, 2023 and December 31, 2022, there were approximately 89 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 nine months ended September 30, 2023 and 2022 because their inclusion would have been anti-dilutive due to the Company’s net losses. 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. 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. 7 The Company recognized $ 0 revenue during the nine months ended September 30, 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 $ 2,462,799 during the nine months ended September 30, 2023, has accumulated losses totaling $ 20,317,636 , and has a working capital deficit of $ 3,165,242 as of September 30, 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. Note 4 - Debt Promissory Notes Payable In 2014 and 2016, the Company issued two promissory notes in the total principal amount of $ 70,000 ; a $ 40,000 Note issued Dec 19, 2014; and, a $ 30,000 Note issued on March 29, 2016. Each note had a one-year maturity date; was governed by California law; bears interest at 10 % per annum; and, requires notice from the holder in order for the respective Note to be in default. The holder of each Note has failed to provide a notice of default under either Note. Further, enforceability of each Note is uncertain as California law has a 6 -year statute of limitations (commences on the maturity date) to initiate a collection action on a note. At September 30, 2023 and December 31, 2022, neither of the Notes was in default, and the balance outstanding was $ 70,000 . During the year ended December 31, 2016, the Company issued two additional unsecured promissory notes and borrowed an aggregate amount of $ 80,000 . $ 30,000 is represented by a note issued on Sept 23, 2016. This note had a one-year maturity date; was governed by California law; bears interest at 10 % per annum; and, requires notice from the holder in order to be in default. The holder of this Note has failed to provide a notice of default. Further, enforceability of this Note is uncertain as California law has a 6-year statute of limitations (commences on the maturity date) to initiate a collection action on a note. At September 30, 2023 and December 31, 2022, this Note was not in default, and the balance outstanding was $ 30,000 . $ 50,000 is represented by a note issued on Nov 20, 2016. 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 dated September 23, 2022. The replacement note was converted in shares of our common stock during the quarter ended December 31, 2022. As of September 30, 2023 and December 31, 2022, the original $ 50,000 note was no longer issued and outstanding. Accrued interest at September 30, 2023 and December 31, 2022 on these notes totaled $ 128,414 and $ 131,414 , respectively. 8 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. During the nine months ended September 30, 2023, due dates of 4 promissory notes were extended for 7 – 9 months, of which 3 notes with related parties for $ 175,000 . A total of 1,010,402 shares of common stock were issued to related party in connection with the agreement of the holder to extend the maturity date of a $ 100,000 note. The outstanding principal balance was $ 250,000 as of September 30, 2023. Accrued interest at September 30, 2023 and December 31, 2022 on these notes totaled $ 21,388 and $ 7,513 , respectively. During the nine months ended September 30, 2023, the Company entered into short-term promissory note agreement in the amount of $ 125,000 . The note has a discount of $ 25,000 . A total of 8,500,000 shares of common stock were issued as additional consideration for the issuance of the note evidencing the loan. During the nine months ended September 30, 2023, $ 7,008 in principal and $ 60,976 in interest were forgiven by noteholders. 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, bears 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 September 30, 2023. Accrued interest as of September 30, 2023 was $ 1,319 . During the nine months ended September 30, 2023, the Company entered into Note Purchase Agreements with seven 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 $ 2,000,000 . A total of 20,171,633 shares of common stock were issued according to the note agreements or as additional consideration for the issuance of the notes. The outstanding principal and accrued interest balances at September 30, 2023 were $ 2,000,000 and $ 61,646 , 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; (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 September 30, 2023 for each respective fiscal year end are as follows: 2023 $ 198,939 2024 2,211,185 Total $ 2,410,124 The following table reconciles, for the nine months ended September 30, 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. Nine months ended September 30, 2023 September 30, 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 $ - $ - 9 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 September 30, 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 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. As of September 30, 2023 and December 31, 2022, there were 10,000,000 shares of preferred stock authorized, and 0 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 . During the nine months ended September 30, 2023, the Company converted 50,000 shares of its Series A Preferred stock into 10,000,000 shares of its common stock. 10 Common Stock The Company has authorized 4,500,000,000 shares of common stock, with 3,406,691,566 and 3,245,556,528 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively. During the nine months ended September 30, 2023, the Company issued 54,916,669 shares of common stock for services valued at $ 373,650 ; 49,736,843 shares of common stock upon warrant exercises for an aggregate exercise price of $ 189,000 ; 16,799,491 shares of common stock upon cashless warrant exercise; 10,000,000 shares of common stock upon conversion of 50,000 shares of its Series A Preferred stock, 16,635,226 shares of common stock for note modification, and 13,046,809 shares of common stock in relation to issuance of promissory and convertible notes. During the nine months ended September 30, 2022, the Company issued 49,789,365 shares of its common stock, in conversion of $ 189,200 of convertible notes and accrued interest. Note 7 - Stock Options and Warrants Warrants As of September 30, 2023 the Company had the following warrant securities outstanding: Warrants Exercise Price Expiration 2018 Warrants – financing 1,450,000 $ 0.07 October - November 2023 2018 Warrants for services 2,000,000 $ 0.07 October - December 2023 2019 Warrants –financing 10,500,000 $ 0.07 March - October 2024 2019 Warrants for services 1,250,000 $ 0.07 March - April 2024 2020 Warrants for services 3,000,000 $ 0.05 February 2025 2022 Exchange warrants 71,169,473 $ 0.0038 September 2025 Total 89,369,473 A summary of all warrant activity for the nine months ended September 30, 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 ( 3,863,334 ) 0.07 - Forfeited - - - Cancelled - - - Expired ( 3,428,571 ) 0.07 - Balance outstanding as of September 30, 2023 89,369,473 $ 0.01 1.76 Exercisable as of September 30, 2023 89,369,473 $ 0.01 1.76 The intrinsic value of the outstanding warrants as of September 30, 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. There are currently no awards issued and outstanding under the Plan. 11 Note 8 - Commitments and Contingencies As disclosed and discussed and Note 1, above, the Merger Agreement was amended on July 14, 2023. Pursuant to the Amendment, the parties agreed, among other things, that the Company would fund one-half of the additional payment into trust (i.e., $ 0.015 per share by the Company) that SGII intends to make in connection with an extension to the date by which SGII must complete a business combination. If the Company fails to make any such contribution that is subsequently funded by SGII (each, a “Contribution Shortfall”), then the Company shall issue to SGII’s sponsor a number of shares with value equal to two times the amount of all Contribution Shortfalls either (a) if the transactions under the Merger Agreement close, of the post-business combination company; or, (b) if the transactions under the Merger Agreement do not close, of the Company. As of September 30, 2023, the Company owed Seaport Global SPAC II, LLC (which is referred to as the “Sponsor” under the Merger Agreement) $ 101,662 for extension payments. Note 9 - Subsequent Events The Company has evaluated events occurring subsequent to September 30, 2023 through the date of the issuance of these financial statements and noted the following: On October 20, 2023, the Company issued 9,210,526 shares of its Common Stock upon the exercise of a Warrant, in exchange for the payment of $ 35,000 . On October 20, 2023, the Company issued 525,000 shares of its common stock as compensation for services rendered by an independent consultant. On October 26, 2023, the Company dismissed Pinnacle Accountancy Group of Utah (a dba of Heaton & Company, PLLC) (“Pinnacle”) as the Company’s independent registered accountant. On October 26, 2023, the Company engaged and executed an agreement with GreenGrowth CPAs (“GreenGrowth”), as the Company’s new independent registered accountant. This change in the Company's independent registered public accounting firm was approved by the Company's Board of Directors effective October 26, 2023. 12