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Item 9A. Controls and Procedures

2024-04-01 compared with 2023-04-21 · 429 added, 454 removed, 99 unchanged (90% of the section changed)

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Sebastian Lux (“ Lux ”), who

serves as our Co-Chief Executive Officer, Chief Financial Officer, and Principal Financial Officer, evaluated the effectiveness of our

disclosure controls and procedures as of December 31, 2022.

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.

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, management concluded

as of December 31, 2022 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, management believes the consolidated financial statements included in this Annual Report on Form 10-K

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.

Management’s Report on Internal Control

Over Financial Reporting

Lux, as our Principal Executive Officer and Principal

of Disclosure Controls and Procedures

Agustin Cabo (“ Cabo ”), who serves

as our Chief Financial Officer, and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures

as of December 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.

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, management concluded as of December 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,

management believes the consolidated financial statements included in this Annual Report on Form 10-K 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.

Report on Internal Control Over Financial Reporting

Cabo, as our Principal Executive Officer and Principal

Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting as such term is

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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.

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 our evaluation under the criteria set

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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.

● 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

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.

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.

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

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.

have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.

do not have a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal

controls and procedures.

Plan for Material Weaknesses in Internal Control over Financial Reporting

Management of the Company is committed to improving

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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.

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 Annual 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 annual report.

Changes in Internal Controls Over Financial

There were no changes in our internal control

over financial reporting that occurred during our last fiscal year that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

and, (iii) is currently considering appointing audit

committee members in the future.

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.

Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial

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 annual report.

in Internal Controls Over Financial Reporting

were no changes in our internal control over financial reporting that occurred during our last fiscal year that have materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

The company issued securities in accordance with

an exemption provided by Section 4(a)(2) of the Securities Act, which exempts transactions conducted by the issuer that do not constitute

public offerings and are therefore exempt from registration requirements.

On January 1, 2024, the Company executed an exchange agreement to substitute a promissory note originally valued at $125,000 with a new promissory note valued at $175,000.

The additional principal of $50,000 was provided as non-cash consideration for extending the maturity date of the original note.

On January 16, 2024, a new convertible promissory note was issued with a principal amount of $30,000.

On January 31, 2024, the company issued 833 shares of its common stock as payment for services rendered.

On February 23, 2024, the company issued 833 shares of its common stock as payment for services rendered.

On February 29, 2024, a new convertible promissory note was issued with a principal amount of $25,000.

On February 29, 2024, the Company executed an exchange agreement to substitute a promissory note originally valued at $175,000 with a new promissory note valued at $225,000.

The additional principal of $50,000 was provided as non-cash consideration for extending the maturity date of the original note.

On March 21, 2024, a new convertible promissory note was issued for a value of $254,713.44, including $50,000 in additional capital, cancellation of a $50,000 promissory note dated July 27, 2022, cancellation of a $25,000 promissory note dated November 8, 2022, cancellation of accrued salary amounting to $96,653.84 as of February 29, 2024, and cancellation of $30,350 due in un-reimbursed advances.

On March 22, 2024, a new convertible promissory note was issued for a value of $138,073.94, involving the cancellation of a $25,000 promissory note dated February 28, 2022, and a $100,000 promissory note dated September 12, 2022.

On March 22, 2024, a new convertible promissory note was issued for a value of $55,321.92, including the cancellation of a $50,000 promissory note dated September 14, 2022, which had a balance of $55,321.92.

On March 22, 2024, a new convertible promissory note was issued for a value of $102,996.71, involving the cancellation of three promissory notes:

a $40,000 note dated December 19, 2014, a $30,000 note dated March 29, 2016, and a $30,000 note dated September 23, 2016, with a combined current balance of $102,996.71.

On March 22, 2024, a new convertible promissory note was issued for a value of $25,404.88, involving the cancellation of accrued expenses amounting to $25,404.88.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

David Graber was appointed by

the Board of Directors to serve as the Company’s sole Chief Executive Officer and remains the Company’s Chairman of the Board.

Sebastian Lux, resigned as the

Company’s Co-Chief Executive Officer and interim Chief Financial Officer, and remains as the President of the company in addition

to being appointed as the Chief Operating Officer by the Board of Directors.

Lux’s resignation did not result from any disagreement

with the Company concerning any matter relating to the Company’s operations, policies or practices.

Agustin Cabo, was appointed by

the Board of Directors to serve as the Company’s Chief Financial Officer and principal financial and accounting officer.

For biographical information concerning Messrs.

Graber, Lux and Cabo, see

Item 10, “Directors, Executive Officers and Corporate Governance” in this Form 10-K, which is incorporated herein by reference.

Directors, Executive Officers and Corporate Governance

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Director/Officer Since

CEO and Chairman

February 2017

Sebastian Lux

Patrick White

President, COO, Director

Jared Levinthal

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principal occupations for at least the past five years of each of our directors and executive officers are as follows:

David Graber has served as an officer and

director of the Company at various times since 2017.

In July, 2022, Mr.

Graber was reappointed to the Board, and in March, 2023, Mr.

was designated as the Company’s Co-CEO and Chairman of the Board.

Graber is the managing principal of Cobrador Capital Advisors,

LLC, an investment management firm focused on the consumer sector.

Prior to Cobrador Capital Advisors, LLC, Mr.

Graber was managing director,

investment banking at New Century Capital Partners (2011-2014) and National Securities Corporation (2009-2010).

From 2006-2008, he was

CEO and Director of OKC Corporation, a manufacturer and retailer in the home improvement industry.

David Graber served as the Chief Executive

Officer and a director of our company from February 2017 to November 2018 and has served as a member of our Board since July 2022 and

our co-CEO and Chairman of the Board since March 2023.

On March 2024, he was appointed sole CEO of the company.

Graber is the managing

principal of Cobrador Capital Advisors, LLC, an investment advisory firm focused on the consumer sector and energy transition.

Cobrador Capital Advisors, LLC, Mr.

Graber was Managing Director, investment banking at New Century Capital Partners (2011-2014) and National

Securities Corporation (2009-2010) where he focused on natural resources and energy transportation sectors.

From 1994-2005, Mr.

Graber was a senior

vice president and director in the equities division of Donaldson, Lufkin & Jenrette and subsequently, Credit Suisse First Boston

(CSFB) in New York and Los Angeles.

Graber holds dual Masters of Business Administration (MBA) from Columbia University Graduate School

of Business in New York City and London Business School in the UK.

He also holds a BA Psychology from Tulane University in New Orleans,

Sebastian Lux was appointed to serve as

the Company’s CEO and interim CFO in July, 2022 (becoming the Co-CEO in March, 2023), and was appointed to the Company’s Board

of Directors in March, 2023.

Lux has over 25 years’ experience working with multinational companies.

Immediately prior to joining

the Company, Mr.

Lux served as co-founder of Blue Duck Data, a cloud-based analytical solutions provider for end-to-end supply chain analysis.

was a senior vice president and director in the equities division of Donaldson, Lufkin & Jenrette and subsequently, Credit Suisse

First Boston (CSFB) in New York and Los Angeles.

Graber holds dual Master of Business Administration (MBA) from Columbia University

Graduate School of Business in New York City and London Business School in the UK.

He also holds a B.A.

in Psychology from Tulane University.

Graber brings extensive natural resource industry knowledge to our company and a deep background in corporate finance and capital

market activities.

Sebastian Lux was appointed to serve previously as our CEO and

interim CFO in July 2022, becoming the Co-CEO in March 2023, in addition to being appointed to our Board of Directors.

On March 2024,

he was appointed President and COO of the company.

Lux has over 25 years’ of experience working with multinational companies.

Immediately prior to joining us, Mr.

Lux served as co-founder of Blue Duck Data, a cloud-based analytical solutions provider for end-to-end

supply chain analysis.

Previously, Mr.

Lux served from 2015 through 2020 as co-founder and director of supply chain logistics for Genuine Origin, a division

of Volcafe & ED&F Man.

He is a multilingual professional experienced in strategic planning for international operations, data

analytics, financial modeling, logistics, purchasing, product development, supplier partnership management, process improvements, negotiations,

e-business, and franchise development.

Lux has experience in entrepreneurial ventures wherein he developed international supply chains

for the distribution of coffee, food, and non-food goods, as well as created multiple U.S.

market entry programs and brand development

projects for new and existing companies.

Lux served from 2015 through 2020 as co-founder and director of supply chain logistics for Genuine

Origin, a division of Volcafe & ED&F Man.

He is a multilingual professional experienced in strategic planning for international

operations, data analytics, financial modeling, logistics, purchasing, product development, supplier partnership management, process

improvements, negotiations, e-business, and franchise development.

Lux earned an MBA in Entrepreneurship from Babson’s F.W.

Olin Graduate School of Business,

an MSAS in E-Commerce from Boston University, and a BA in Economics from Roanoke College.

Patrick White has served on the

Company’s Board of Directors since 2009.

He has held the position of CEO and president of VerifyMe, Inc.

since August 2017.

White was chief executive officer and a member of the board of directors of Document Security Systems, Inc.

from August 2002 to December 2012, serving as its chairman of the board of directors from August 2002 until January 2008.

then served as a business consultant to DSS from 2012 to 2015.

DSS is an NYSE American listed company.

White received his

Bachelors of Science (Accounting) and Masters of Business Administration degrees from Rochester Institute of Technology.

White is qualified to serve on our board of directors based on his extensive corporate management experience, including serving

as the chief executive officer of a publicly-held company, and his experience with the organizational challenges involved with

becoming and operating as a publicly-held company.

Jared Levinthal has served as a Director

of the Company since December 2018.

Levinthal, an attorney, is a partner with Lightfoot Franklin & White, PLLC in Houston, Texas.

Levinthal is a graduate, with Honors, Order of the Coif, from the University of Texas School of Law.

Levinthal is a graduate of

Tulane University with a BA, and is a member of the Texas Bar.

Justin Vorwerk has served as a Director

of the Company since August, 2022.

Vorwerk had a long and distinguished career in finance and capital markets, holding positions as

a managing director in investment banking with Goldman Sachs, The Royal Bank of Scotland, Deutsche Bank Securities, as well as Donaldson,

Lufkin & Jenrette, and Credit Suisse, where he co-headed the financial sponsors group.

Vorwerk also served as head of investment

banking and capital markets at CRT Capital Group, where he structured debt and equity products and advised on mergers and acquisitions.

Vorwerk holds an MBA from The University of Pennsylvania (Wharton) and attended Princeton University, where he earned a degree in

Economics (AB).

Andrew Suckling has served as a Director

of the Company since August, 2022.

Suckling has over 25 years’ experience in the commodity industry and is currently the non-executive

chairman of Cadence Minerals (AIM:

Olin Graduate School of Business, an MSAS in E-Commerce from Boston University, and a B.A.

in Economics from Roanoke College.

to his operational leadership of our company, Mr.

Lux has experience in entrepreneurial ventures in the United States, Europe and South

America where he developed international supply chains for the distribution of coffee, food goods, and after-market auto-parts as well

as having created multiple market entry programs and brand development projects for new and existing companies, making him well qualified

as a member of the Board.

Agustin Cabo, CFA, CMA, was appointed to serve

as our CFO in March 2024, previously serving as Director of Finance of the company.

Prior to this, he was the CFO at Americhem Sales Company

Agustin also served as an Associate of Strategic Business Development at Scientific Games International (2018-2020), Additionally,

he worked as a Senior Research Analyst at Crisil Limited, an S&P company (2010-2016).

He holds an M.B.A.

from Emory University's Goizueta

Business School, where he graduated in May 2018 as an Acosta International Scholar and a B.A.

in Economics from University of Buenos Aires.

Agustin is also a Chartered Financial Analyst (CFA) and a member of the CFA Institute, having earned his certification in September 2015,

and a Certified Management Accountant (CMA) and member of the Institute of Management Accountants (IMA), certified in January 2024.

Glenn became a director of our company in May 2023.

He has been a Senior Director at Eldridge, a diversified holding company headquartered

in Greenwich, Connecticut, where he has been since October 2021.

He is the former Chairman of Guggenheim KBBO Partners, Ltd., a Dubai-based

joint venture partnership between the KBBO Group and Guggenheim Partners.

Prior to this role, Mr.

Glenn was Senior Managing Director

of Guggenheim Partners, where he worked for nearly 15 years.

While at Guggenheim Partners, Mr.

Glenn worked mostly in two capacities.

First, he coordinated the joint venture – Guggenheim KBBO Partners, Ltd., a merchant banking business which leveraged Guggenheim’s

investment banking and asset management capabilities with an important strategic partner in the Middle East.

Additionally, he led Guggenheim’s

Government Relations effort in Washington and was a Member of the Guggenheim Partners Public Affairs Committee.

Prior to joining Guggenheim,

Glenn served as Deputy Chief of Staff to Governor Sonny Perdue of Georgia.

As a Deputy Chief of Staff, Mr.

Glenn was responsible

for all External Affairs.

Glenn also served in the White House in Washington, D.C.

as Special Assistant for President George W.

for Economic Policy.

He was a member of the National Economic Council team advising the President on various economic issues.

is a director of the George W.

Bush Presidential Center.

Glenn is a Director of the Renewable Energy Group, a leading global producer

and supplier of renewable fuels like biodiesel, renewable diesel, renewable chemicals and other products.

He is also a Director of Intellicheck,

Inc., a leading authentication services company, since March 2020.

Additionally, he serves on the Board of Managers of Stonebriar Commercial

Finance based in Plano, Texas.

Glenn is a Trustee of Davidson College, where he earned his B.A.

degree and is also a Trustee of the

Episcopal High School at Alexandria, Virginia.

Glenn’s extensive experience in finance and economics, insight into regulatory

affairs and his expertise in oversight and governance gained through service in the public sector, bring unique and valuable perspective

to our Board and make him well qualified to be a member of the Board.

Levinthal has served as a Director of our company since December 2018.

Levinthal, an attorney, is a partner with Lightfoot Franklin

& White, PLLC in Houston, Texas.

Levinthal is a graduate, with Honors, Order of the Coif, from the University of Texas School

Levinthal is a graduate of Tulane University with a BA and is a member of the Texas Bar.

Levinthal is well qualified

to serve as a director due to his substantial knowledge and working knowledge in corporate governance and controls.

Andrew Suckling has served

as a director of our company since August 2022.

Suckling has over 25 years’ experience in the commodity industry and is currently

the non-executive chairman of Cadence Minerals (AIM:

KDNC), the non-executive director of Macarthur Minerals (TSX-V:

and, a board member

of the privately held company IronMan Ltd.

Suckling started his professional career in 1994 as a trader on the London Metal Exchange,

and subsequently became a founding partner, research analyst, and trader with the multibillion fund management group, Ospraie.

is a graduate of Brasenose College, Oxford University, earning a BA (Hons) in Modern History in 1993 and an MA in Modern History in 2000.

Adam Lipson was appointed to our Board

of Directors in July, 2022.

Dr, Lipson is a world renowned neurosurgeon, currently serving as managing partner of IGEA Brain, Spine &

Orthopedics in New York City and New Jersey, a private practice generating $30-40 million annual revenue with 75 employees.

a decade of experience as a private investor in over 20 biotechnology and biomedical device companies.

He has co-founded several other

companies, including IGEA Ventures and STRYDD.

He is passionate about finding technologies that facilitate advances in energy transition,

biomedical devices, and cancer therapeutics.

Lipson is a graduate of Dartmouth College 1995 with a B.A.

in Chemistry and History and

Harvard Medical School M.D.

Cum Laude and Honors Society in Neuroscience 2000, and was a Fulbright Fellow at Karolinska Institute in

Stockholm, Sweden in 1999.

Suckling started his professional career in 1994 as a trader on the London Metal Exchange, and subsequently became a founding partner,

research analyst and trader with the multibillion fund management group, Ospraie.

Suckling is a graduate of Brasenose College, Oxford

University, earning a B.A.

(Hons) in Modern History and an MA in Modern History.

Suckling’s in-depth knowledge of the mining

industry and the broad range of mineral companies in the industry make him well qualified as a member of the Board.

Vorwerk has served as a director of our company since August 2022.

For more than the past five years, Mr.

Vorwerk has had a distinguished

career in finance and capital markets, holding positions as a managing director in investment banking with Goldman Sachs, The Royal Bank

of Scotland and Deutsche Bank Securities, as well as Donaldson, Lufkin & Jenrette and Credit Suisse, where he co-headed the financial

sponsors group.

Vorwerk also served as head of investment banking and capital markets at CRT Capital Group, where he structured debt

and equity products and advised on mergers and acquisitions.

Vorwerk holds an MBA from The University of Pennsylvania (Wharton) and

attended Princeton University, where he earned an A.B.

degree in Economics.

Vorwerk has extensive knowledge of capital markets, making

his input invaluable to the Board’s discussions of our capital raising initiatives.

Adam Lipson was appointed to our Board of Directors in July 2022.

Lipson is a world-renowned neurosurgeon, serving for more than

the past five years as managing partner of IGEA Brain, Spine & Orthopedics in New York City and New Jersey, a private medical practice

generating $30-40 million annual revenue with 75 employees.

He has over a decade of experience as a private investor in over 20 biotechnology

and biomedical device companies.

He has co-founded several other companies, including IGEA Ventures and STRYDD.

He is passionate about

finding technologies that facilitate advances in energy transition, biomedical devices and cancer therapeutics.

Lipson is a graduate

of Dartmouth College with a B.A.

degree in Chemistry and History and M.D.

degree from Harvard Medical School, Honors Society in Neuroscience,

and was a Fulbright Fellow at Karolinska Institute in Stockholm, Sweden.

Lipson’s leadership of numerous medical and other

technology growth companies and as an investor in many early-stage companies make him well qualified as a member of the Board.

are elected to hold office until the next annual meeting of stockholders and until their successors are elected and qualified.

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designated by the Board of Directors.

Officers of the Company are elected by the Board of Directors, which is required to consider that

subject at its first meeting after every annual meeting of shareholders.

Each officer holds office until his successor is elected and

qualified or until his earlier resignation or removal.

Committees of the Board of Directors

We do not have any committees of the Board of

Our officers are elected by the Board of Directors, which is required to consider that subject

at its first meeting after every annual meeting of shareholders.

Each officer holds office until his successor is elected and qualified

or until his earlier resignation or removal.

of the Board of Directors

do not currently have any committees of the Board of Directors.

We consider a majority of our Board members (consisting of Messrs.

Levinthal, White, Suckling, and Vorwerk) to be independent

directors under NYSE American rules.

do not have an audit committee, compensation committee or nominating committee.

As we grow and evolve as an SEC registrant, our corporate

governance structure is expected to be enhanced.

Levinthal, Suckling and Vorwerk) to be independent directors under NYSE American rules.

do not currently have an audit committee, compensation committee, or nominating and corporate governance committee.

To date, the functions

of each such committee have been performed by the entire Board of Directors.

As part of our application to have our shares of common

stock trade on the NYSE American, our corporate governance structure will be enhanced by, among other things, forming required Board

committees with qualified individuals.

Executive Compensation

The following table discloses compensation received by our Co-Chief

Executive Officers, David Graber and Sebastian Lux, for the years ended December 31, 2022 and 2021.

The following table also sets forth

information regarding all cash and non-cash compensation earned by or paid to the executive officers of the Company who served during

the fiscal years ended December 31, 2022 and 2021 for services in all capacities to the Company.

and Principal Position

Andrew Boutsikakis (1)

Executive Officer

Pat Avery (2)

Chief Operating Officer

The following table discloses compensation received

by our Co-Chief Executive Officers, David Graber and Sebastian Lux, for the years ended December 31, 2023, and 2022.

The following table also sets forth information

regarding all cash and non-cash compensation earned by or paid to the executive officers of the Company who served during the fiscal year

ended December 31, 2023, for services in all capacities to the Company.

Name and Principal Position

Sebastian Lux

Boutsikakis was appointed CEO effective February 1, 2020 and was

granted a monthly salary of $12,500.

During the year ended December 31, 2020, he earned $137,500 under this arrangement, of which $48,400

was paid during the year and remaining balance was earned but unpaid.

Boutsikakis resigned from all positions on July 21, 2022.

Avery was appointed COO effective July

1, 2021 and was granted a monthly salary of $7,000.

During the year ended December 31, 2021, he earned $42,000 under this arrangement,

of which $35,000 was paid during the year and remaining balance was earned but unpaid.

Avery resigned his position with the Company

on 09 November 2022.

Amount paid to Mr.

Boutsikakis pursuant to the

Settlement Agreement executed with the Company.

Company and Mr.

Boutsikakis entered into an employment agreement, effective February 1, 2020, for a period of two years.

Boutsikakis in

his capacity as Chief Executive Officer was granted a monthly salary of $12,500, of which $7,500 payable in cash and $5,000 payable

in a convertible note.

Boutsikakis also received a five-year warrant to purchase 3,000,000 shares of common stock at $0.05

The warrant has a two-year, quarterly vesting schedule.

Boutsikakis resigned from all positions effective July 21, 2022.

On or around September 25, 2022, the Company and Boutsikakis entered into a Settlement Agreement and Mutual Release, under which, among

other things, the Company agreed to pay Mr.

Boutsikakis a total of $63,000 in monthly installments over approximately 6-months.

Company’s non-employee directors do not currently receive cash compensation for their services as directors although they are provided

reimbursement for out-of-pocket expenses incurred in attending Board meetings.

Incentive Plan

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.

The Plan provides

for the grant of options intended to qualify as “incentive stock options” and “non-statutory stock options” within

the meaning of Section 422 of the Internal Revenue Code of 1986, together with the grant of bonus stock and stock appreciation rights,

at the discretion of our Board of Directors.

Co-CEO, President, CFO

Graber and Lux, in consultation with our independent directors, have agreed to receive a monthly salary as our Co-Chief Executive Officers

at a rate of $20,000.

Of this amount, $15,000 is payable in cash and $5,000 is accrued until such time as we are able to make the payment.

Graber and Lux work full time for our company and there is no set term for their employment.

Directors Compensation

Our non-employee directors do not currently receive

cash compensation for their services as directors although they are provided reimbursement for out-of-pocket expenses incurred in attending

Board meetings.

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.

The Plan provides for the grant of options intended to qualify

as “incentive stock options” and “non-statutory stock options” within the meaning of Section 422 of the Internal

Revenue Code of 1986, together with the grant of bonus stock and stock appreciation rights, at the discretion of our Board of Directors.

Incentive stock options are issuable only to our eligible officers, directors and key employees.

Non-statutory stock options are issuable only to our non-employee directors and consultants.

Upon stockholder approval of the Plan, a

total of 5,000,000 shares of common stock or appreciation rights may be issued under the Plan.

The Plan will be administered by our full

Board of Directors.

Under the Plan, the Board will determine which individuals shall receive options, grants or stock appreciation rights,

the time period during which the rights may be exercised, the number of shares of common stock that may be purchased under the rights

and the option price.

As of December 31, 2021, the Company had no options outstanding under the Plan to employees, directors and outside

November 22, 2017, stockholders of the Company holding a majority of the outstanding shares of the Company’s common stock approved,

by written consent, an increase in the number of shares reserved under the Plan by 10,000,000 shares.

After this increase of 10,000,000

shares, the total number of shares of common stock reserved under the Plan totals 15,000,000 shares.

On November 16, 2017, the Company’s

Board of Directors approved the increase of the 10,000,000 shares reserved under the Plan.

on Liability and Indemnification of Officers and Directors

The Company’s Certificate of Incorporation

provides that no director will be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty acting in

his/her capacity as a director, except for liability (i) for any breach of the duty of loyalty to the Company or its stockholders;

for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(iii) under Section 174

of the Delaware General Corporation Law (the “ DGCL ”);

or, (iv) for any transaction from which the director derived

an improper personal benefit.

If the DGCL is amended to authorize corporate action further limiting or eliminating the personal liability

of a director, then the liability of a director to the Company shall be limited or eliminated to the fullest extent permitted by the DGCL,

as so amended from time-to-time.

The Company’s Certificate of Incorporation

and Bylaws provide that the Company will indemnify any director, officer, employee, fiduciary, or agent of the Company (each a “ Covered

Person ”) who was or is made or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal,

administrative or investigative (a “ Proceeding ”), other than a Proceeding by or in the right of the Company, by reason

of the fact that such person is or was a Covered Person, or, while a Covered Person, or is or was serving at the request of the Company

as a Covered Person of another corporation, partnership, joint venture, trust or other enterprise, against all liability and loss suffered

and expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with such Proceeding if such

person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, with

respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

The termination of any Proceeding

by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption

that such person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests

of the Company and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct

was unlawful.

The Company shall also have the power to indemnify its Covered Persons as set forth in the DGCL or other applicable law.

The Company’s Certificate of Incorporation

and Bylaws also provide that the Company will indemnify any person who was or is made a party or is threatened to be made a party to any

Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person is or was a Covered

Person of the Company or is or was serving at the request of the Company as a Covered Person of another corporation, partnership, joint

venture, trust or other enterprise, against all liability and loss suffered and expenses (including attorneys’ fees) actually and

reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith

and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification

shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company unless

and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall

determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is

fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court

shall deem proper.

Notwithstanding the foregoing, the Company shall be required to indemnify a person in connection with a Proceeding

(or part thereof) commenced by such person only if the commencement of such Proceeding (or part thereof) by such person was authorized

in the specific case by the Board.

The Company’s Bylaws further provide that,

to the extent that a Covered Person has been successful on the merits or otherwise in defense of any Proceeding referred to above, or

in defense of any claim, issue or matter therein, the Company shall indemnify such person against expenses (including attorneys’

Non-statutory stock options are issuable

only to our non-employee directors and consultants.

Upon stockholder approval of the Plan, a total of 16,667 shares of common stock or

appreciation rights may be issued under the Plan.

The Plan will be administered by our full Board of Directors.

Under the Plan, the Board

will determine which individuals shall receive options, grants or stock appreciation rights, the time period during which the rights may

be exercised, the number of shares of common stock that may be purchased under the rights and the option price.

As of December 31, 2023,

the Company had no options outstanding under the Plan to employees, directors and outside consultants.

On November 16, 2017, the Company’s Board

of Directors approved the increase of the 33,333 shares reserved under the Plan.

On November 22, 2017, stockholders of the Company holding

a majority of the outstanding shares of the Company’s common stock approved, by written consent, an increase in the number of shares

reserved under the Plan by 33,333 shares.

After this increase of 33,333 shares, the total number of shares of common stock reserved under

the Plan totals 50,000 shares.

Limitation on Liability and Indemnification

of Officers and Directors

Our certificate of Incorporation provides that no director will be

liable to our company or our stockholders for monetary damages for breach of fiduciary duty acting in his/her capacity as a director,

except for liability (i) for any breach of the duty of loyalty to us or our stockholders;

(ii) for acts or omissions not in good faith

or which involve intentional misconduct or a knowing violation of law;

(iii) under Section 174 of the Delaware General Corporation Law

(the “DGCL”);

or, (iv) for any transaction from which the director derived an improper personal benefit.

If the DGCL is amended

to authorize corporate action further limiting or eliminating the personal liability of a director, then the liability of a director to

us shall be limited or eliminated to the fullest extent permitted by the DGCL, as so amended from time-to-time.

Our certificate of incorporation and bylaws provide

that we will indemnify any director, officer, employee, fiduciary, or agent of our company (each a “Covered Person”) who was

or is made or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative

(a “Proceeding”), other than a Proceeding by or in the right of our company, by reason of the fact that such person is or

was a Covered Person, or, while a Covered Person, or is or was serving at the request of our company as a Covered Person of another corporation,

partnership, joint venture, trust or other enterprise, against all liability and loss suffered and expenses (including attorneys’

fees) actually and reasonably incurred by such person in connection with such Proceeding if such person acted in good faith and in a manner

he reasonably believed to be in or not opposed to the best interests of our company and, with respect to any criminal action or proceeding,

had no reasonable cause to believe his conduct was unlawful.

The termination of any Proceeding by judgment, order, settlement, conviction

or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such person did not act in good faith

and in a manner which such person reasonably believed to be in or not opposed to the best interests of our company and, with respect to

any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

We will also have the

power to indemnify our Covered Persons as set forth in the DGCL or other applicable law.

certificate of incorporation and bylaws also provide that we will indemnify any person who was or is made a party or is threatened to

be made a party to any Proceeding by or in the right of our company to procure a judgment in its favor by reason of the fact that such

person is or was a Covered Person of our company or is or was serving at the request of our company as a Covered Person of another corporation,

partnership, joint venture, trust or other enterprise, against all liability and loss suffered and expenses (including attorneys’

fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person

acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of our company and

except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged

to be liable to our company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such

action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances

of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of

Delaware or such other court shall deem proper.

Notwithstanding the foregoing, our company shall be required to indemnify a person in

connection with a Proceeding (or part thereof) commenced by such person only if the commencement of such Proceeding (or part thereof)

by such person was authorized in the specific case by the Board.

bylaws further provide that, to the extent that a Covered Person has been successful on the merits or otherwise in defense of any Proceeding

referred to above, or in defense of any claim, issue or matter therein, we will indemnify such person against expenses (including attorneys’

fees) actually and reasonably incurred by such person in connection therewith.

Expenses actually and reasonably incurred by a

Covered Person in defending a civil or criminal Proceeding may be paid by the Company in advance of the final disposition of such Proceeding

upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person

is not entitled to be indemnified by the Company.

Such expenses may be so paid upon such terms and conditions, if any, as the Board deems

The Company may purchase and maintain insurance

on behalf of any person who is or was a Covered Person, or is or was serving at the request of the Company as a Covered Person of another

corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by

such person in any such capacity, or arising out of his status as such, whether or not the Company would have the power to indemnify such

person against such liability under the provisions of the Company’s Bylaws.

actually and reasonably incurred by a Covered Person in defending a civil or criminal Proceeding may be paid by our company in advance

of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it

shall ultimately be determined that such person is not entitled to be indemnified by our company.

Such expenses may be so paid upon such

terms and conditions, if any, as the Board deems appropriate.

may purchase and maintain insurance on behalf of any person who is or was a Covered Person, or is or was serving at the request of our

company as a Covered Person of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted

against such person and incurred by such person in any such capacity, or arising out of his status as such, whether or not our company

would have the power to indemnify such person against such liability under the provisions of our bylaws.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

As of April 19, 2023, there were 3,319,240,740

shares of common stock outstanding.

As of April 1, 2024, there were 11,375,459 shares

of common stock outstanding.

The following table sets forth certain information regarding the beneficial ownership of the outstanding

6 unchanged sentences

such person has sole investment and voting power with respect to such shares, subject to community property laws where applicable.

address of our executive officers and directors is in care of us at 500 West Putnam Avenue, Suite 400, Greenwich, CT, 6830.

The following table sets forth, as of April 19,

2023, certain information with regard to the record and beneficial ownership of the Company’s common stock by (i) each person known

to the Company to be the record or beneficial owner of more than 5% of the Company’s common stock;

address of our executive officers and directors is at 500 West Putnam Avenue, Suite 400, Greenwich, CT, 6830.

The following table sets forth, as of April 1, 2024, certain information

with regard to the record and beneficial ownership of the Company’s common stock by (i) each person known to the Company to be the

record or beneficial owner of more than 5% of the Company’s common stock;

(ii) each director of the Company;

(iii) each of the named executive officers;

(iii) each of the named

executive officers;

and, (iv) all executive officers and directors of the Company as a group:

Number of Shares

Percentage of

Name & Address (1)

Beneficially Owned (2)

Outstanding Shares (3)

Name and Address (1)

Executive Officers & Directors

1 unchanged sentence

Sebastian Lux

Patrick White

Jared Levinthal

1 unchanged sentence

Justin Vorwerk

452,224,475 (5)

All Current Executive Officers and Directors as a Group (8 Persons)

1,685,789,239

5% Shareholders

1 unchanged sentence

1,815,058 (5)

473,346,344 (6)

* Represents less than 1% ownership.

(1) The mailing address for each officer and director is c/o American Battery Materials, Inc., 500 West Putnam

Ave., Suite 400, Greenwich, CT, 06830.

mailing address for each officer and director is c/o American Battery Materials, Inc., 500 West Putnam Avenue, Suite 400, Greenwich,

(2) Beneficial ownership is determined in accordance with the rules of

1 unchanged sentence

Beneficial ownership also includes shares of stock

subject to options and warrants currently exercisable or exercisable within 60-days of the date of this table.

In determining the percent

of common stock owned by a person or entity as of the date of this Annual Report (a) the numerator is the number of shares of the class

beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options

and conversion of convertible securities;

and, (b) the denominator is the sum of (i) the total shares of common stock outstanding as of

the date of this Annual Report, which is 3,319,240,740 shares, and (ii) the total number of shares that the beneficial owner may acquire

upon exercise of the derivative securities.

Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares.

Does not include 10,000,000 shares of common stock which would be issued to Dr.

Adam Lipson upon conversion of his Series A Preferred

(3) 3,319,240,740 shares as of 18 April 2023.

(4) Includes shares owned by Cobrador Multi-Strategy Partners, LP, of which Mr.

subject to options and warrants currently exercisable or exercisable within 60 days of April 1, 2024.

In determining the percent of common

stock owned by a person or entity as of April 1, 2024 (a) the numerator is the number of shares of the class beneficially owned by such

person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible

and, (b) the denominator is the sum of (i) the total shares of common stock outstanding as of April 1, 2024, which is 11,375,459,

and (ii) the total number of shares that the beneficial owner may acquire upon exercise of the derivative securities.

Unless otherwise

stated, each beneficial owner has sole power to vote and dispose of its shares.

(3) Based on 11,375,459 outstanding shares as of April 1, 2024.

shares owned by Cobrador Multi-Strategy Partners, LP, of which Mr.

Graber is the managing partner.

(5) Does not include 10,000,000 shares of common stock which would be issued to Dr.

Adam Lipson upon conversion

of his Series A Preferred Stock.

Also does not include the voting control (60% voting control) afforded Dr.

Lipson through his ownership

of the Series A shares, of which he owns 50,000 shares.

(6) Includes shares owned by (i) Automated Retail Leasing Partners, LP, of

Kane is the managing partner;

and, (ii) AJS Properties LLC, of which Ms.

shares owned by (i) Automated Retail Leasing Partners, LP, of which Ms.

Kane is the managing partner, and (ii) AJS Properties LLC,

Kane is the manager.

Changes in Control

Graber owns a non-controlling interest in Automated Retail Leasing Partners.

The issuance of 50,000 shares of Series A Preferred

2 unchanged sentences

common stock issued and outstanding, giving Dr, Lipson voting control over all matters submitted to a vote of the common stockholders.

We are not aware of any other arrangements that may result in “changes in control” as that term is defined by the provisions

of Item 403 of Regulation S.

The preferred stock was converted to common stock on August 23, 2023.

We are not aware of any other arrangements that may result in “changes

in control” as that term is defined by the provisions of Item 403 of Regulation S.

Certain Relationships and Related Transactions, and Director Independence.

Through his ownership of Series A Preferred Shares,

Adam Lipson has voting control over all matters to be submitted to a vote of our shareholders.

Given our small size and limited financial resources,

we have not adopted formal policies and procedures for the review, approval, or ratification of transactions with our executive officers,

directors, and significant stockholders.

While we satisfy the requirements of the DGCL for such related party transactions, we intend

to establish additional formal policies and procedures in the future so that such transactions will be subject to the review, approval,

or ratification of our Board of Directors, or an appropriate committee thereof.

As our common stock is currently quoted on the

OTC Pink, we are not subject to the rules of any national securities exchange which require that a majority of a listed company’s

directors and specified committees of the board of directors meet independence standards prescribed by such rules.

However, we consider

a majority of our Board members (consisting of Messrs.

White, Levinthal, Vorwerk, and Suckling) to be independent directors in accordance

with the NASDAQ Listing Rule 5605(a)(2).

Principal Accounting Fees and Services.

The following table provides information regarding

the professional audit services and other services rendered to us by Pinnacle Accountancy Group of Utah (a dba of the registered firm

Heaton & Company, PLLC ) (“ Pinnacle ”) for our fiscal years ended December 31, 2022 and 2021.

All fees described

below were approved by Board:

our small size and limited financial resources to date, we have not adopted formal policies and procedures for the review, approval or

ratification of transactions with our executive officers, directors and significant stockholders.

While we satisfy the requirements of

the DGCL for such related party transactions, we intend to establish additional formal policies and procedures in the future so that

such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof.

our common stock is currently quoted on the OTC Pink Open Market, we are not subject to the rules of any national securities exchange

that requires a majority of a listed company’s directors and specified committees of the board of directors to meet independence

standards prescribed by such rules.

However, we consider a majority of our Board members (consisting of Messrs.

Glenn, Levinthal, Suckling

and Vorwerk) to be independent directors in accordance with NYSE American listing rules.

Principal Accountant Fees and Services.

following table provides information regarding the professional audit services and other services rendered to us by GreenGrowth CPAs

for the last two quarters of our fiscal year ended December 31, 2023, and Pinnacle Accountancy Group of Utah (a dba of the

registered firm Heaton & Company, PLLC), for audit and review services for the year ended December 31, 2022, and first two quarters

All fees described below were approved by Board:

Audit Fees (1)

2 unchanged sentences

Fees” consist of fees billed for professional services rendered in connection with the audit of our annual financial statements,

review of our quarterly financial statements, and services that are normally provided by Pinnacle in connection with statutory and regulatory

filings or engagements.

review of our quarterly financial statements, and services that are normally provided by Pinnacle in connection with statutory and

regulatory filings or engagements.

“Audit-Related

Fees” consist of fees billed for professional services for assurance and related services that are reasonably related to the performance

of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.”

Fees” consist of fees billed for professional services for assurance and related services that are reasonably related to the

performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.”

Fees” consist of fees billed for professional services rendered by Pinnacle for tax compliance, tax advice, and tax planning.

Other Fees” consist of fees billed for products and services other than the services reported in Audit Fees, Audit-Related Fees,

and Tax Fee s.

Audit-Related Fees

During 2022 and 2021, there were no fees paid

to Pinnacle in connection with our compliance with Section 404 of the Sarbanes-Oxley Act of 2002.

No other fees were billed by Pinnacle

for the last two years that were reasonably related to the performance of the audit or review of our financial statements and not reported

under “Audit Fees” above.

There were no fees billed by Pinnacle during the

last two fiscal years for professional services rendered for tax compliance, tax advice, or tax planning.

Accordingly, none of such services

were approved pursuant to pre-approval procedures or permitted waivers thereof.

There were no other non-audit-related fees billed

to us by Pinnacle in 2022 or 2021.

Pre-Approval Policies and Procedures

Engagement of accounting services by us is not

made pursuant to any pre-approval policies and procedures.

Rather, we believe that our accounting firm is independent because all of its

engagements by us are approved by our Board of Directors prior to any such engagement.

We do not have an Audit Committee.

All fees listed

above were pre-approved in accordance with this policy.

Other Fees” consist of fees billed for products and services other than the services reported in Audit Fees, Audit-Related

Fees, and Tax Fees.

Audit-Related

2023 and 2022, there were no fees paid to our principal accountants in connection with our compliance with Section 404 of the Sarbanes-Oxley

No other fees were billed by principal accountants for the last two years that were reasonably related to the performance

of the audit or review of our financial statements and not reported under “Audit Fees” above.

were no fees billed by principal accountants during the last two fiscal years for professional services rendered for tax compliance,

tax advice, or tax planning.

Accordingly, none of such services were approved pursuant to pre-approval procedures or permitted waivers

were no other non-audit-related fees billed to us by principal accountants in 2023 or 2022.

Policies and Procedures

of accounting services by us is not made pursuant to any pre-approval policies and procedures.

Rather, we believe that our accounting

firm is independent because all of its engagements by us are approved by our Board of Directors prior to any such engagement.

have an Audit Committee.

All fees listed above were pre-approved in accordance with this policy.

Exhibits and Financial Statement Schedules.

(a) Documents filed as part of this Annual Report :

(1) The Company’s consolidated financial statements and related notes thereto are listed and included

in this Annual Report (Item 8).

(2) Financial statement schedules have been omitted either because they are not applicable, not required,

or the information required to be set forth therein is included in the financial statements or notes thereto.

(3) Report of Independent Registered Public Accounting Firm.

(4) Notes to Financial Statements.

(a) Documents

filed as part of this Annual Report :

Company’s consolidated financial statements and related notes thereto are listed and included in this Annual Report (Item 8).

(2) Financial

statement schedules have been omitted either because they are not applicable, not required, or the information required to be set forth

therein is included in the financial statements or notes thereto.

of Independent Registered Public Accounting Firm.

to Financial Statements.

(b) Exhibits :

The exhibits listed in the following

Exhibit Index are filed as part of this Annual Report:

Exhibit Number

Certificate of Incorporation, dated March 26, 2007 (incorporated by reference to the Company’s Registration

Statement on Form S-1 filed on April 9, 2010).

Bylaws, as amended (incorporated by reference to the Company’s Registration Statement on Form S-1

filed on April 9, 2010).

Certificate of Amendment of Certificate of Incorporation, dated October 4, 2010 (incorporated by reference

to the Company’s Current Report on Form 8-K filed on October 7, 2010).

Certificate of Amendment of the Certificate Incorporation (incorporated by reference to the Company’s

Current Report on Form 8-K filed on March 1, 2018).

Certificate of Designation for Series A Preferred Shares (incorporated by reference to the Company’s

Current Report on Form 8-K filed on August 23, 2022).

Certificate of Amendment of the Certificate Incorporation (incorporated by reference to the Company’s

Current Report on Form 8-K filed on October 26, 2022).

exhibits listed in the following Exhibit Index are filed as part of this Annual Report:

Certificate of Incorporation, dated March 26, 2007 (incorporated by reference to the Company’s Registration Statement on Form S-1 filed on April 9, 2010).

Bylaws, as amended (incorporated by reference to the Company’s Registration Statement on Form S-1 filed on April 9, 2010).

Certificate of Amendment of Certificate of Incorporation, dated October 4, 2010 (incorporated by reference to the Company’s Current Report on Form 8-K filed on October 7, 2010).

Certificate of Amendment of the Certificate Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on March 1, 2018).

Certificate of Designation for Series A Preferred Shares (incorporated by reference to the Company’s Current Report on Form 8-K filed on August 23, 2022).

Certificate of Amendment of the Certificate Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on October 26, 2022).

Description of Securities

Form of Senior Convertible Note issued to Cobrador Multi-Strategy Partners, LP (incorporated by reference

to the Company’s Quarterly Report on Form 10-Q filed on November 19, 2013).

Form of Warrant to Purchase Common Stock issued to Cobrador Multi-Strategy Partners, LP (incorporated

by reference to the Company’s Quarterly Report on Form 10-Q filed on November 19, 2013).

Form of Vending Machine Equipment Lease with Automated Retail Leasing Partners (incorporated by reference

to the Company’s Quarterly Report on Form 10-Q filed on November 19, 2013).

Form of Warrant between Automated Retail Leasing Partners, LP and Internet Media Services, Inc.

(incorporated

by reference to the Company’s Annual Report on Form 10-K filed on April 15, 2014).

Promissory Note, dated May 30, 2014, issued to Automated Retail Leasing Partners, LP (incorporated by

reference to the Company’s Registration Statement on Form S-1/A filed on October 1, 2014).

Equipment Lease Agreement, dated October 21, 2014, between BoxScore Brands, Inc.

and Perkin Industries, LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed on October 30, 2014).

Warrant to Purchase Common Stock issued to Perkin Industries, LLC, dated October 21, 2014 (incorporated by reference to the Company’s Current Report on Form 8-K filed on October 30, 2014).

Modification to the Series of Cobrador Stock Purchase Agreement, Senior Convertible Notes and Series A Warrants between BoxScore Brands, Inc.

and Cobrador Multi-Strategy Partners LP (incorporated by reference to the Company’s Current Report on Form 8-K filed on January 8, 2015).

NHL/U-Vend Corporate Marketing Letter Agreement, dated February 27, 2015 (incorporated by reference to the Company’s Current Report on Form 8-K filed on March 17, 2015).

Form of Securities Purchase Agreement between the Company and each investor, dated on or about August 17, 2015 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on September 4, 2015).

Form of Convertible Promissory Note, dated on or about August 17, 2015 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on September 4, 2015).

Form of Warrant to Purchase Common Stock, dated on or about August 17, 2015 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on September 4, 2015).

Securities Purchase Agreement between the Company and each investor, dated June 30, 2016 (incorporated by reference to the Company’s Current Report on Form 8-K filed on July 28, 2016).

Form of Convertible Promissory Note, dated June 30, 2016 (incorporated by reference to the Company’s Current Report on Form 8-K filed on July 28, 2016).

Form of Warrant to Purchase Common Stock, dated June 30, 2016 (incorporated by reference to the Company’s Current Report on Form 8-K filed on July 28, 2016).

Debt Conversion Agreement of Raymond Meyers, dated June 30, 2016 (incorporated by reference to the Company’s Current Report on Form 8-K filed on July 28, 2016).

Debt Conversion Agreement of Paul Neelin, dated June 30, 2016 (incorporated by reference to the Company’s Current Report on Form 8-K filed on July 28, 2016).

Debt Conversion Agreement of Mark Chapman, dated June 30, 2016 (incorporated by reference to the Company’s Current Report on Form 8-K filed on July 28, 2016).

Agreement to Amend Leases, dated as of August 8, 2016, between the Company and Automated Retail Leasing Partners, LP (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on August 15, 2016).

Warrant to Purchase Shares of Common Stock issued to Automated Retail Leasing Partners, LP, dated August 8, 2016 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on August 15, 2016).

Master Services Consulting Agreement, dated as of February 1, 2017, between the Company and Raymond Meyers (incorporated by reference to the Company’s Current Report on Form 8-K filed on February 6, 2017).#

Employment Agreement, dated as of February 1, 2017, between the Company and David Graber (incorporated by reference to the Company’s Current Report on Form 8-K filed on February 6, 2017).#

Master Distribution Agreement, dated as of January 26, 2017, between the Company and UVend Group of Companies (incorporated by reference to the Company’s Current Report on Form 8-K filed on February 6, 2017).

Subsidiaries of the Registrant.*

Certification of the Co-Chief Executive Officer pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of the Chief Executive Officer pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of Interim Chief Financial Officer pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of the Co-Chief Executive Officer and pursuant to 18 U.S.C.

Certification of the Chief Executive Officer and pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

1 unchanged sentence

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Interactive Data files pursuant to Rule 405 of Regulation S-T.*

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Filed herewith.

Furnished herewith.

Indicates management contract or compensatory plan.

Technical Report.

(incorporated by reference to the Company’s Registration Statement on Form S-1 filed on February 12, 2024)

Data files pursuant to Rule 405 of Regulation S-T.*

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

Page Interactive Data File (embedded within the Inline XBRL document).

management contract or compensatory plan.

Form 10-K Summary.

The Company has elected not to provide a summary.

Pursuant to the requirements of Section 13 or 15(d) 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.

BOXSCORE BRANDS, INC.

Company has elected not to provide a summary.

to the requirements of Section 13 or 15(d) 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.

AMERICAN BATTERY MATERIALS, INC.

April 1, 2024

/s/ Sebastian Lux

Co-Chief Executive Officer

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated:

/s/ David Graber

Co-Chief Executive Officer and Chairman

Chief Executive Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated:

/s/ David Graber

Chief Executive Officer and Chairman

April 1, 2024

(Principal Executive Officer)

/s/ Agustin Cabo

Chief Financial Officer

April 1, 2024

(Principal Financial and Accounting Officer)

/s/ Sebastian Lux

Co-Chief Executive Officer (Principal Executive Officer);

President, Chief Operating Officer, Director

April 1, 2024

Interim Chief Financial Officer (Principal Financial and

Accounting Officer);

/s/ Patrick White

/s/ Dylan Glenn

April 1, 2024

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures