What changed in this filing

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Item 1. Financial Statements

2024-11-14 compared with 2024-08-14 · 238 added, 129 removed, 378 unchanged (49% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

expenses and other assets

September 30,

Current assets

and Stockholders’ Deficit

notes payable, net of discount

notes payable – related party

notes payable, net of discount

notes payable – related party

capital lease obligation

Prepaid expenses and other assets

Total current assets

Noncurrent assets

Mineral claims

Liabilities and Stockholders’ Deficit

Current Liabilities:

Stockholders’

stock, $ 0.0001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding

stock, $ 0.001 par value, 4,500,000,000 shares authorized, 11,674,934 and 11,373,793 shares issued and outstanding, respectively

paid in capital

Accounts payable

Accrued expenses

Accrued interest

Promissory notes payable, net of discount

Promissory notes payable – related party

Convertible notes payable, net of discount

Convertible notes payable – related party

Current capital lease obligation

Total current liabilities

Total Liabilities

Stockholders’ deficit

Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding

Common stock, $ 0.001 par value, 4,500,000,000 shares authorized, 11,674,934 and 11,373,793 shares issued and outstanding, respectively

Additional paid in capital

Accumulated deficit

( 22,281,521 )

( 20,239,639 )

stockholders’ deficit

Total stockholders’ deficit

( 5,030,132 )

( 3,016,893 )

liabilities and stockholders’ deficit

Total liabilities and stockholders’ deficit

accompanying notes are an integral part of the condensed consolidated unaudited financial statements.

1 unchanged sentence

Consolidated Statements of Operations

and administrative

Three Months Ended

Nine Months Ended

September 30,

Operating Expenses

General and administrative

Total operating expenses

Operating loss

( 1,215,845 )

( 2,165,494 )

Expenses / Income

(loss) on settlement of liabilities

value of stock issued for note modification

Other Expenses / Income

(loss) from operations before income taxes

( 1,131,129 )

Gain (loss) on settlement of liabilities

Fair value of stock issued for note modification

Extension fees due to SPAC Sponsor

Interest expense

Total other expenses / income

Income (loss) from operations before income taxes

( 2,041,882 )

( 2,462,799 )

for income taxes

Income (Loss)

Provision for income taxes

Net Income (Loss)

$ ( 627,264 )

2 unchanged sentences

$ ( 2,462,799 )

loss per share – basic and diluted

average common shares – basic and diluted

Net loss per share – basic and diluted

Weighted average common shares – basic and diluted

accompanying notes are an integral part of the condensed consolidated unaudited financial statements.

1 unchanged sentence

Statements of Changes in Stockholders’ Deficit

months Ended June 30, 2024 and 2023

Additional Paid in

months Ended September 30, 2024 and 2023

Equity/(Deficit)

Preferred stock

Stockholders’

as of December 31, 2022

Equity/(Deficit)

Balance as of December 31, 2022

$ ( 17,854,837 )

$ ( 1,300,412 )

Shares issued for warrant

Shares issued for cashless

exercise of warrants

Shares issued for services

Shares issued for warrant exercise

Shares issued for cashlesswarrant exercise

Conversion of preferred stock to common stock

Shares issued for note modification

Shares issued with notes

( 2,462,799 )

as of June 30, 2023

Balance as of September 30, 2023

( 20,317,636 )

( 2,959,242 )

as of December 31, 2023

Balance as of December 31, 2023

( 20,239,639 )

( 3,016,893 )

Balance, value

( 20,239,639 )

( 3,016,893 )

issued for services

issued for note modification

Shares issued for services

Shares issued for note modification

( 2,041,882 )

as of June 30,2024

Balance as of September 30, 2024

$ ( 22,281,521 )

$ ( 5,030,132 )

Balance, value

$ ( 22,281,521 )

3 unchanged sentences

Consolidated Statements of Cash Flows

Six Months Ended

Flows from Operating Activities

income (loss)

Nine Months Ended

September 30,

Cash Flows from Operating Activities

Net income (loss)

$ ( 2,041,882 )

$ ( 2,462,799 )

to reconcile net loss to net cash used in operating activities:

based compensation

on settlement of liabilities

value of stock issued for note modification

of debt discount

in operating assets and liabilities:

expenses and other assets

payable and accrued expenses

cash used in operating activities

Adjustments to reconcile net loss to net cash used in operating activities:

Stock based compensation

Loss (Gain) on settlement of liabilities

Fair value of stock issued for note modification

Amortization of debt discount

Changes in operating assets and liabilities:

Prepaid expenses and other assets

Accounts payable and accrued expenses

Accrued interest

Net cash used in operating activities

( 1,911,600 )

Flows from Investing Activities:

of mineral claims

cash provided by (used in) investing activities

Flows from Financing Activities

from convertible notes

from convertible notes – related party

from promissory notes

from warrant exercises

cash provided by financing activities

(decrease) in cash

Cash Flows from Investing Activities:

Acquisition of mineral claims

Net cash provided by (used in) investing activities

Cash Flows from Financing Activities

Proceeds from convertible notes

Proceeds from convertible notes – related party

Proceeds from promissory notes

Repayment of promissory notes

Proceeds from warrant exercises

Net cash provided by financing activities

Net increase (decrease) in cash

Cash, beginning of period

end of period

disclosures of non-cash items:

payable and accrued payable exchanged for convertible note

Cash, end of period

Supplemental disclosures:

Interest paid

Supplemental disclosures of non-cash items:

Accounts payable and accrued payable exchanged for convertible note

Receivable for convertible notes

Cashless exercise of warrants

accompanying notes are an integral part of the condensed consolidated unaudited financial statements.

1 unchanged sentence

to Condensed Consolidated Financial Statements

the Six Months ended June 30, 2024 and 2023

the Nine months ended September 30, 2024 and 2023

1 - Nature of the Business

49 unchanged sentences

The Company had net loss of $ 2,041,882 during

the six months ended June 30, 2024, has accumulated losses totaling $ 21,654,257 , and has a working capital deficit of $ 4,608,868

as of June 30, 2024.

These factors, among others, indicate

that the Company may be unable to continue as a going concern.

The consolidated financial statements do not include any adjustments that

might result from the outcome of these uncertainties.

the nine months ended September 30, 2024, has accumulated losses totaling $ 22,281,521 , and has a working capital deficit of $ 5,236,132

as of September 30, 2024.

These factors, among

others, indicate that the Company may be unable to continue as a going concern.

The consolidated financial statements do not include

any adjustments that might result from the outcome of these uncertainties.

the Company can generate significant cash from operations, its ability to continue as a going concern is dependent upon obtaining additional

51 unchanged sentences

No impairment or capitalizable costs related to the

mineral claims were noted during the six months ended June 30, 2024 and 2023.

mineral claims were noted during the nine months ended September 30, 2024 and 2023.

Company presents basic and diluted earnings per share in accordance with ASC 260, “Earnings per Share.” Basic earnings per

4 unchanged sentences

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.

of June 30, 2024, and December 31, 2023, there were approximately 549,951 and 657,407 shares respectively,

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 six months ended June 30, 2024 and 2023 because their inclusion would have been anti-dilutive

due to the Company’s net losses.

of September 30, 2024, and December 31, 2023, there were approximately 285,728 and 657,407 shares respectively, 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, 2024 and 2023 because their inclusion would have been anti-dilutive due to the

Company’s net losses.

Financial Instruments

46 unchanged sentences

financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

Company recognized $ 0 revenue during the six months ended June 30, 2024 and 2023.

Company recognized $ 0 revenue during the nine months ended September 30, 2024 and 2023.

Accounting Pronouncements

35 unchanged sentences

interest at December 31, 2023 on these notes totaled $ 134,414 .

the six months ended June 30, 2024, the above mentioned promissory notes were forgiven.

The principal in the amount of $ 100,000 and accrued

interest in the amount of $ 2,997 were exchanged by the new convertible note in the amount of $ 102,997 .

Accrued interest in the amount

of $ 131,417 was forgiven by noteholder.

the nine months ended September 30, 2024, the above mentioned promissory notes were forgiven.

The principal in the amount of $ 100,000

and accrued interest in the amount of $ 2,997 were exchanged by the new convertible note in the amount of $ 102,997 .

Accrued interest in

the amount of $ 131,417 was forgiven by noteholder.

the year ended December 31, 2022, the Company entered into 5 promissory note agreements in the aggregate amount of $ 250,000 , of which

8 unchanged sentences

on these notes totaled $ 19,880 .

the six months ended June 30, 2024:

(2) promissory note agreements with the related party in the aggregate amount of $ 75,000 and accrued interest in the amount of $ 2,710

the nine months ended September 30, 2024:

March 21, 2024, two (2) promissory note agreements with the related party in the aggregate amount of $ 75,000

and accrued interest in the amount of $ 2,710

were forgiven by noteholder.

The noteholder was issued new convertible note in exchange.

(1) promissory note in the aggregate amount of $ 50,000 and accrued interest in the amount of $ 5,322 were forgiven by noteholder.

March 22, 2024, one (1) promissory note in the aggregate amount of $ 50,000

and accrued interest in the amount of $ 5,322

were forgiven by noteholder.

The noteholder was issued new convertible note in exchange.

(1) promissory note agreement with the related party in the aggregate amount of $ 100,000 and accrued interest in the amount of $ 10,500

March 22, 2024, one (1) promissory note agreement with the related party in the aggregate amount of $ 100,000

and accrued interest in the amount of $ 10,500

were forgiven by noteholder.

The noteholder was issued new convertible note in exchange.

(1) promissory note agreement in the aggregate amount of $ 25,000 was amended with increase in principal to $ 35,471 , increase of intertest

rate from 9 % to 10 % and extended for 1 year.

A total of 3,250 shares of common stock were issued

as additional consideration for the note amendment.

Accrued interest as of June 30, 2024 was $ 926 .

(2) short-term promissory notes in the aggregate amount of $ 179,182 were issued to the related party.

March 28, 2024, one (1) promissory note agreement in the aggregate amount of $ 25,000

was amended with increase in principal to $ 35,471 ,

increase of intertest rate from 9 %

and extended for 1

A total of 3,250

shares of common stock were issued as additional consideration for the note amendment.

Accrued interest as of September 30,

2024 was $ 1,833 .

May 16 and August 28, 2024, five (5) short-term promissory notes in the aggregate amount of $ 564,182

were issued to the related party.

The notes bare interest of 8 %.

The outstanding principal balance was $ 179,182 as of June 30, 2024.

Accrued interest at June 30, 2024 on these notes totaled

The outstanding principal balance was $ 564,182

as of September 30, 2024.

Accrued interest at September 30, 2024 on these notes totaled $ 10,125 .

the year ended December 31, 2023, the Company entered into short-term promissory note agreement in the amount of $ 125,000 .

4 unchanged sentences

by a new note on January 1, 2024 with an increase of principal to $ 175,000 and interest rate of 10 %.

During the six months ended June

During the nine months ended September

30, 2024 the note was extended to July 12, 2024, increasing principal to $ 225,000 .

1 unchanged sentence

as additional consideration for the note extension.

Accrued interest as of June 30, 2024 was $ 10,431 .

During the nine months ended September 30, 2024 the note was partially repaid in

the amount of $ 150,000 .

Remaining principal in the amount of $ 75,000 and accrued interest in the amount of $ 32,551 were exchanged into

a new note promissory note.

The new short-term promissory note in the amount of $ 107,551 bears interest of 10 %.

The outstanding principal

balance was $ 107,551 as of September 30, 2024.

Accrued interest as of September 30, 2024 was $ 2,420 .

Notes Payable and Convertible Notes Payable – Related Party

4 unchanged sentences

interest as of December 31, 2023 was $ 1,881 .

six months ended June 30, 2024, total principal in the amount of $ 25,000 and accrued interest in the amount of $ 2,574 were forgiven by

nine months ended September 30, 2024, total principal in the amount of $ 25,000 and accrued interest in the amount of $ 2,574 were forgiven

by noteholder.

The noteholder was issued new convertible note in exchange.

24 unchanged sentences

for the Company’s common stock during the 20-consecutive trading days preceding the conversion.

the six months ended June 30, 2024, notes with

the nine months ended September 30, 2024, notes with

six investors not affiliated with the Company were amended with increase in principal from $ 1,800,000 to $ 2,469,229 , increase

2 unchanged sentences

of common stock were issued according to the note agreements or as additional consideration for the note amendment.

As of September

30, 2024 total principal and accrued interest on these six notes totaled $ 2,469,229 and $ 126,891 ,

1 unchanged sentence

of the note with one (1) Purchaser remained unchanged.

As of June 30, 2024 total principal and accrued interest of the note totaled $ 200,000

As of September 30, 2024 total principal and accrued interest of the note totaled

$ 200,000 and $ 16,125 respectively.

the six months ended June 30, 2024, the

the nine months ended September 30, 2024, the

Company entered into seven convertible promissory note agreements in the aggregate amount of $ 661,511 , of which $ 422,787 with

2 unchanged sentences

8 % interest per annum.

Accrued interest as of June 30, 2024 was $ 13,848 .

maturities of debt remaining as of June 30, 2024 for each respective fiscal year end are as follows:

Accrued interest as of September 30, 2024 was $ 26,366 .

maturities of debt remaining as of September 30, 2024 for each respective fiscal year end are as follows:

of Maturities of Debt

3 unchanged sentences

the year ended December 31, 2023.

following schedule provides minimum future rental payments required as of June 30, 2024.

following schedule provides minimum future rental payments required as of September 30, 2024.

of Minimum Future Rental Payments

Total minimum lease payments

Amount represented

Present value of minimum

lease payments and guaranteed residual value

Amount represented interest

Present value of minimum lease payments and guaranteed residual value

6 - Capital Stock

24 unchanged sentences

common stock.

As of June 30, 2024 and December 31, 2023, there were 10,000,000 shares of preferred stock authorized, and 0 and 0 shares

issued and outstanding, respectively.

Company has authorized 4,500,000,000 shares of common stock, with 11,674,934 and 11,373,793 shares issued and outstanding at June 30,

As of September 30, 2024 and December 31, 2023, there were 10,000,000 shares of preferred stock authorized, and 0 and 0

shares issued and outstanding, respectively.

Company has authorized 4,500,000,000 shares of common stock, with 11,674,934 and 11,373,793 shares issued and outstanding at September

30, 2024 and December 31, 2023, respectively.

the six months ended June 30, 2024, the Company issued 41,391 shares of common stock for services valued at $ 14,261 and 259,750 shares

of common stock for note modification.

the six months ended June 30, 2023, the Company issued 183,056 shares of common stock for services valued at $ 373,650 ;

165,789 shares

of common stock upon warrant exercises for an aggregate exercise price of $ 189,000 ;

and, 22,056 shares of common stock upon cashless

the nine months ended September 30, 2024, the Company issued 41,391 shares of common stock for services valued at $ 14,261 and 259,750

shares of common stock for note modification.

the nine months ended September 30, 2023, the Company issued 54,916,669 shares of common stock for services valued at $ 373,650 ;

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.

7 - Stock Options and Warrants

of June 30, 2024, the Company had the following warrant securities outstanding:

of September 30, 2024, the Company had the following warrant securities outstanding:

of Warrant Securities Outstanding

Exercise Price

2018 Warrants –financing

September - November 2024

November 2024

2019 Warrants –financing

March - October 2024

2020 Warrants for services

2 unchanged sentences

September 2025

summary of all warrant activity for the six months ended June 30, 2024, is as follows:

summary of all warrant activity for the nine months ended September 30, 2024, is as follows:

of Warrant Activity

Balance outstanding at December 31, 2023

Balance outstanding at June 30, 2024

Exercisable at June 30, 2024

intrinsic value of the outstanding warrants as of June 30, 2024, was $ 0 , as the exercise prices exceeded the common stock’s fair

market value per share on that date.

Balance outstanding at September 30, 2024

Exercisable at September 30, 2024

intrinsic value of the outstanding warrants as of September 30, 2024, was $ 0 , as the exercise prices exceeded the common stock’s

fair market value per share on that date.

Incentive Plan

15 unchanged sentences

8 - Subsequent Events

July 11, 2024, a new convertible promissory note was issued to David E.

Graber with a principal amount of $ 200,000

July 11, 2024, the Company reached a settlement agreement involving the outstanding note

held by Dallas Salazar.

As part of this settlement, the Company paid off $ 150,000 of Salazar’s

note, which had an original principal amount of $ 225,000 plus accrued interest.

Concurrently,

the Company issued a new promissory note to Dallas for the remaining balance of $ 107,551.37 .

August 6, 2024, a new convertible promissory note was issued to William Robinson, an unaffiliated party, with a principal amount

of $ 30,000 .

October 7, 2024, the Company issued a convertible promissory note for the principal amount of $ 50,000 .

October 21, 2024, the Company issued a convertible promissory note to a related party for the principal amount of $ 25,000 .

October 23, 2024, the principal of a convertible note was increased by $ 82,937.50 in exchange for extending the maturity date of

the note to March 31, 2025 .

Additionally, the Corporation issued 71,879 shares of Common Stock to facilitate the extension of the

maturity date.

October 23, 2024, the principal of a convertible note was increased by $ 82,937.50 in exchange for extending the maturity date of

the note to March 31, 2025 .

Additionally, the Corporation issued 71,879 shares of Common Stock to facilitate the extension of the

maturity date.

October 23, 2024, the principal of a promissory note was increased by $ 32,265.41 in exchange for extending the maturity date of the

note to March 31, 2025 .

Additionally, the Corporation issued 27,963 shares of Common Stock to facilitate the extension of the maturity

October 23, 2024, the principal of a convertible note was increased by $ 101,125.00 in exchange for extending the maturity date of

the note to March 31, 2025 .

Additionally, the Corporation issued 87,642 shares of Common Stock to facilitate the extension of the

maturity date.

October 23, 2024, the principal of a convertible note was increased by $ 311,203.13 in exchange for extending the maturity date of

the note to March 31, 2025 .

Additionally, the Corporation issued 269,709 shares of Common Stock to facilitate the extension of the

maturity date.

October 23, 2024, the principal of a convertible note was increased by $ 145,162.50 in exchange for extending the maturity date of

the note to March 31, 2025 .

Additionally, the Corporation issued 125,808 shares of Common Stock to facilitate the extension of the

maturity date.

October 23, 2024, the principal of a related party convertible note was increased by $ 9,000.00 in exchange for extending the maturity

date of the note to March 31, 2025 .

Additionally, the Corporation issued 7,800 shares of Common Stock to facilitate the extension

of the maturity date.

October 23, 2024, the principal of a convertible note was increased by $ 60,000.00 in exchange for extending the maturity date of

the note to March 31, 2025 .

Additionally, the Corporation issued 52,000 shares of Common Stock to facilitate the extension of the

maturity date.

October 23, 2024, the principal of five promissory notes of a related party was increased by $ 169,254.50 in exchange for extending

the maturity date of the consolidation promissory note to March 31, 2025 .

Additionally, the Corporation issued 146,687 shares of

Common Stock to facilitate the extension of the maturity date.

October 23, 2024, the principal of related party convertible note was increased by $ 76,414.03 under the Most Favored Nation (MFN)

Additionally, the Corporation issued 66,225 shares of Common Stock, in compliance with the MFN terms.

October 23, 2024, the principal of a related party convertible note was increased by $ 90,388.56 under the Most Favored Nation (MFN)

Additionally, the Corporation issued 63,466 shares of Common Stock, in compliance with the MFN terms.

October 23, 2024, the principal of a convertible note was increased by $ 71,067.73 under the Most Favored Nation (MFN) provision.

Additionally, the Corporation issued 48,202 shares of Common Stock, in compliance with the MFN terms.

October 23, 2024, the principal of a promissory note was increased by $ 10,641.37 under the Most Favored Nation (MFN) provision.

Additionally,

the Corporation issued 9,223 shares of Common Stock, in compliance with the MFN terms.

October 23, 2024, the principal of a related party convertible note was increased by $ 7,500.00 under the Most Favored Nation (MFN)

Additionally, the Corporation issued 6,500 shares of Common Stock, in compliance with the MFN terms.

October 23, 2024, the principal of a convertible note was increased by $ 7,500.00 under the Most Favored Nation (MFN) provision.

Additionally,

the Corporation issued 6,500 shares of Common Stock, in compliance with the MFN terms.

October 23, 2024, the principal of a convertible note was increased by $ 16,596.58 under the Most Favored Nation (MFN) provision.

Additionally, the Corporation issued 14,384 shares of Common Stock, in compliance with the MFN terms.

October 23, 2024, the principal of a convertible note was increased by $ 7,621.46 under the Most Favored Nation (MFN) provision.

Additionally,

the Corporation issued 6,605 shares of Common Stock, in compliance with the MFN terms.

October 23, 2024, the principal of a convertible note was increased by $ 20,575.00 under the Most Favored Nation (MFN) provision.

Additionally, the Corporation issued 17,832 shares of Common Stock, in compliance with the MFN terms.

October 23, 2024, the principal of a convertible note was increased by $ 9,000.00 under the Most Favored Nation (MFN) provision.

Additionally,

the Corporation issued 7,800 shares of Common Stock, in compliance with the MFN terms.

October 23, 2024, the principal of a convertible note was increased by $ 15,000.00 under the Most Favored Nation (MFN) provision.

Additionally, the Corporation issued 13,000 shares of Common Stock, in compliance with the MFN terms.

October 16, 2024, the non-binding letter of intent (LOI) between American Battery Materials, Inc.

Nasdaq-listed special purpose acquisition company (SPAC) for a potential merger transaction expired without a completed

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-Q

Item 1. Financial Statements