AMERICAN BATTERY MATERIALS, INC. 10-Q

Item 1. Financial Statements AMERICAN BATTERY MATERIALS, INC. Condensed Consolidated Balance Sheets (Unaudited) September 30, December 31, 2024 2023 Assets Current assets Cash $ 3,233 $ 7,376 Prepaid expenses and other assets 111,441 143,202 Total current assets 114,674 150,578 Noncurrent assets Mineral claims 206,000 206,000 Total assets $ 320,674 $ 356,578 Liabilities and Stockholders’ Deficit Current Liabilities: Accounts payable $ 340,088 $ 164,948 Accrued expenses 752,760 449,196 Accrued interest 183,760 251,570 Promissory notes payable, net of discount 143,022 300,000 Promissory notes payable – related party 564,182 175,000 Convertible notes payable, net of discount 2,907,953 1,971,503 Convertible notes payable – related party 422,787 25,000 Current capital lease obligation 36,254 36,254 Total current liabilities 5,350,806 3,373,471 Total Liabilities 5,350,806 3,373,471 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 11,675 11,373 Additional paid in capital 17,239,714 17,211,373 Accumulated deficit ( 22,281,521 ) ( 20,239,639 ) Total stockholders’ deficit ( 5,030,132 ) ( 3,016,893 ) Total liabilities and stockholders’ deficit $ 320,674 $ 356,578 The accompanying notes are an integral part of the condensed consolidated unaudited financial statements. 1 AMERICAN BATTERY MATERIALS, INC. Condensed Consolidated Statements of Operations (Unaudited) 2024 2023 2024 2023 Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2024 2023 2024 2023 Operating Expenses General and administrative $ 506,019 $ 624,952 $ 1,215,845 $ 2,165,494 Total operating expenses 506,019 624,952 1,215,845 2,165,494 Operating loss ( 506,019 ) ( 624,952 ) ( 1,215,845 ) ( 2,165,494 ) Other Expenses / Income Gain (loss) on settlement of liabilities - - ( 516,083 ) 67,984 Fair value of stock issued for note modification - ( 168,856 ) ( 14,382 ) ( 168,856 ) Extension fees due to SPAC Sponsor - ( 101,662 ) - ( 101,662 ) Interest expense ( 121,245 ) ( 47,554 ) ( 295,572 ) ( 94,771 ) Total other expenses / income ( 121,245 ) ( 318,072 ) ( 826,037 ) ( 297,305 ) Income (loss) from operations before income taxes ( 627,264 ) ( 943,024 ) ( 2,041,882 ) ( 2,462,799 ) Provision for income taxes - - - - Net Income (Loss) $ ( 627,264 ) $ ( 943,024 ) $ ( 2,041,882 ) $ ( 2,462,799 ) Net loss per share – basic and diluted $ ( 0.05 ) $ ( 0.08 ) $ ( 0.18 ) $ ( 0.22 ) Weighted average common shares – basic and diluted 11,716,085 11,237,858 11,570,098 11,082,127 The accompanying notes are an integral part of the condensed consolidated unaudited financial statements. 2 AMERICAN BATTERY MATERIALS, INC. Consolidated Statements of Changes in Stockholders’ Deficit Nine months Ended September 30, 2024 and 2023 (Unaudited) Shares Amount Shares Amount Capital Deficit Equity/(Deficit) Preferred stock Common stock Additional Paid in Accumulated Total Stockholders’ Shares Amount Shares Amount Capital Deficit Equity/(Deficit) Balance as of December 31, 2022 50,000 $ 5 10,818,522 $ 10,819 $ 16,543,601 $ ( 17,854,837 ) $ ( 1,300,412 ) Shares issued for services - - 183,056 183 373,467 - 373,650 Shares issued for warrant exercise - - 165,789 166 188,834 - 189,000 Shares issued for cashlesswarrant exercise - - 55,998 56 ( 56 ) - - Conversion of preferred stock to common stock ( 50,000 ) ( 5 ) 33,333 33 ( 28 ) - - Shares issued for note modification - - 55,451 55 168,801 - 168,856 Shares issued with notes - - 43,489 43 72,420 - 72,463 Net loss - - - - - ( 2,462,799 ) ( 2,462,799 ) Balance as of September 30, 2023 - - 11,355,638 11,355 17,347,039 ( 20,317,636 ) ( 2,959,242 ) Balance as of December 31, 2023 - - 11,373,793 11,373 17,211,373 ( 20,239,639 ) ( 3,016,893 ) Balance, value - - 11,373,793 11,373 17,211,373 ( 20,239,639 ) ( 3,016,893 ) Shares issued for services - - 41,391 42 14,219 - 14,261 Shares issued for note modification - - 259,750 260 14,122 - 14,382 Net loss - - - - - ( 2,041,882 ) ( 2,041,882 ) Balance as of September 30, 2024 - $ - 11,674,934 $ 11,675 $ 17,239,714 $ ( 22,281,521 ) $ ( 5,030,132 ) Balance, value - $ - 11,674,934 $ 11,675 $ 17,239,714 $ ( 22,281,521 ) $ ( 5,030,132 ) The accompanying notes are an integral part of the condensed consolidated unaudited financial statements. 3 AMERICAN BATTERY MATERIALS, INC. Condensed Consolidated Statements of Cash Flows (Unaudited) 2024 2023 Nine Months Ended Nine Months Ended September 30, September 30, 2024 2023 Cash Flows from Operating Activities Net income (loss) $ ( 2,041,882 ) $ ( 2,462,799 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock based compensation 14,261 446,113 Loss (Gain) on settlement of liabilities 516,083 ( 67,984 ) Fair value of stock issued for note modification 14,382 168,856 Amortization of debt discount 28,497 ( 89,876 ) Changes in operating assets and liabilities: Prepaid expenses and other assets 31,761 ( 17,851 ) Accounts payable and accrued expenses 631,112 65,424 Accrued interest 219,910 46,517 Net cash used in operating activities ( 585,876 ) ( 1,911,600 ) Cash Flows from Investing Activities: Acquisition of mineral claims - ( 106,000 ) Net cash provided by (used in) investing activities - ( 106,000 ) Cash Flows from Financing Activities Proceeds from convertible notes 55,000 2,025,000 Proceeds from convertible notes – related party 80,000 - Proceeds from promissory notes 671,733 100,000 Repayment of promissory notes ( 225,000 ) - Proceeds from warrant exercises - 189,000 Net cash provided by financing activities 581,733 2,314,000 - Net increase (decrease) in cash ( 4,143 ) 296,400 Cash, beginning of period 7,376 42,582 Cash, end of period $ 3,233 $ 338,982 Supplemental disclosures: Interest paid $ - $ - Supplemental disclosures of non-cash items: Accounts payable and accrued payable exchanged for convertible note $ 440,129 $ - Receivable for convertible notes $ - $ - Cashless exercise of warrants $ - $ - The accompanying notes are an integral part of the condensed consolidated unaudited financial statements. 4 AMERICAN BATTERY MATERIALS, INC. Notes to Condensed Consolidated Financial Statements For the Nine months ended September 30, 2024 and 2023 (Unaudited) Note 1 - Nature of the Business American Battery Materials, Inc. (the “Company”) is a US based renewable energy company focused on the extraction, refinement and distribution of technical minerals in an environmentally responsible manner. The Company formerly developed, marketed and distributed various self-serve electronic kiosks and mall/airport co-branded islands throughout North America. Due to the nationwide shutdown related to the COVID-19 pandemic, the Company spent a portion of 2020 restructuring and retiring certain corporate debt and obligations, while focusing on implementing a new operational direction. Through the corporate reorganization and repositioning process, the Company found itself with the unique opportunity to expand its management team and acquire mining claims that historically reported high levels of Lithium and other tech minerals. The Company hired and affiliated itself with industry veterans that bring decades of experience, credibility and relationships. On November 5, 2021, the Company acquired the rights to 102 Federal Mining Claims located in the Lisbon Valley of Utah for $ 100,000 . The acquisition was driven by historical mineral data from seven (7) existing wells with brine aquifer access. The independent third-party Technical Report indicated that further investment and development in the claims were warranted. On April 25, 2023, the Company formed Mountain Sage Minerals, LLC, a Utah limited liability company, of which it is the 100 % owner. The Company will look to expand its holdings in the Lisbon Valley area with the acquisition of additional mineral claims and joint venture opportunities through this new LLC. On May 1, 2023, FINRA completed the processing of our application for a name change, and our name was officially changed to American Battery Materials, Inc. At the same time, the Company’s trading symbol was changed to BLTH. These changes better reflect the business of the Company. On June 1, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Seaport Global Acquisition II Corp., a Delaware corporation (“SGI I ”), and Lithium Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of SGII (“Merger Sub”). SGII is a blank check company, also referred to as a special purpose acquisition company, formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. Following material changes to the transaction proposed by SGII making the transaction untenable to us, on November 20, 2023, SGII notified us that it had elected to terminate the Merger Agreement. On August 4, 2023, the Company filed an Amendment to the Certificate of Incorporation (the “Amendment”) in order to effect a reverse stock split in the ratio of 1-for-300 (the “Reverse Split”). The Company and its shareholders holding a majority of the issued and outstanding shares of stock of the Company entitled to vote previously approved a reverse stock split for not less than 1-for-10 and not more than 1-for-1,000, at any time prior to October 20, 2023, with the Company’s Board having the discretion to determine whether or not the Reverse Split is to be effected, and if effected, the exact ratio for the Reverse Split within the above range . On August 1, 2023, the Company’s unanimously approved the Reverse Split and authorized the filing of the Amendment. On December 8, 2023, the company effectuated the reverse split of the common stock by a ratio of one-for-300 (the “Reverse Split”). All per share amounts and number of shares in the consolidated financial statements and related notes have been retroactively restated to reflect the Reverse Split. The Company has been moving forward with its strategy of employing advanced brine extractive technology methodologies and has been in talks with numerous extraction providers. Selective mineral extraction is clearly the most cost-effective and ESG friendly approach currently available. Technologies are being utilized that can extract the desired minerals and metals from the brine and then re-inject the brines back down into the aquifer. The prospective partners have been provided the analytical results from the technical reports, but will soon provide current results, analytical, geotech modeling, aquifer modeling, recharge, flows and depth. Note 2 - Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis. The Company had net loss of $ 2,041,882 during 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. 5 Until the Company can generate significant cash from operations, its ability to continue as a going concern is dependent upon obtaining additional financing. The Company hopes to raise additional financing, potentially through the sale of debt or equity instruments, or a combination, to fund its operations for the next 12 months and allow the Company to continue the development of its business plans and satisfy its obligations on a timely basis. Should additional financing not be available, the Company will have to negotiate with its lenders to extend the repayment dates of its indebtedness. There can be no assurance that the Company will be able to successfully restructure its debt obligations in the event it fails to obtain additional financing. These conditions have raised substantial doubt as to the Company’s ability to continue as a going concern for one year from the issuance of the financial statements, which has not been alleviated. Note 3 - Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). The Company’s fiscal year end is December 31. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates and be based on events different from those assumptions. Future events and their effects cannot be predicted with certainty; estimating, therefore, requires the exercise of judgment. Thus, accounting estimates change as new events occur, as more experience is acquired, or as additional information is obtained. Property and Equipment Property and equipment are stated at cost less depreciation. Depreciation is provided using the straight-line method over the estimated useful life of the assets. Equipment has estimated useful lives between three and seven years . Expenditures for repairs and maintenance are charged to expense as incurred. Impairment of Long-lived Assets Long-lived assets, such as property and equipment and intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount to the estimated future undiscounted cash flows expected to be generated by the asset group. If it is determined that an asset group is not recoverable, an impairment charge is recognized for the amount by which the carrying amount of the asset group exceeds its fair value. Mineral Rights and Properties The Company capitalizes acquisition costs until the Company determines the economic viability of the property. Since the Company does not have proven and probable reserves as defined by Securities and Exchange Commission (“SEC”) Regulation S-K Item 1300, exploration expenditures are expensed as incurred. The Company expenses mineral lease costs and repair and maintenance costs as incurred. The Company reviews the carrying value of our properties for impairment, including mineral rights, upon the occurrence of events or changes in circumstances that indicate the related carrying amounts may not be recoverable. During the period ending December 31, 2023, the Company took action to expand on its rights to 102 federal mining claims located in the Lisbon Valley of Utah that it purchased on November 5, 2021, for $ 100,000 . The Company acquired and staked additional lithium mining claims adjacent to its Lisbon Valley Project in Utah for $ 106,000 . The new claims have been registered with the Bureau of Land Management. The Company now owns a total of 743 placer claims over 14,260 acres, comprised of (i) the 102 original claims held; and (ii) the 641 new claims. No impairment or capitalizable costs related to the mineral claims were noted during the nine months ended September 30, 2024 and 2023. Earnings Per Share The Company presents basic and diluted earnings per share in accordance with ASC 260, “Earnings per Share.” Basic earnings per share reflect the actual weighted average of shares issued and outstanding during the period. Diluted earnings per share are computed including the number of additional shares that would have been outstanding if dilutive potential shares had been issued. In a loss period, the calculation for basic and diluted earnings per share is considered to be the same, as the impact of potential common shares is anti-dilutive. As of September 30, 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. 6 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. Certain warrants issued by the Company contain terms that result in the warrants being classified as derivative liabilities for accounting purposes. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash and equivalents, prepaid expenses and other assets, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. ASC 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows: ● Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis. ● Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that the Company values using observable market data. Substantially all of these inputs are observable in the marketplace throughout the term of the derivative instruments, can be derived from observable data, or supported by observable levels at which transactions are executed in the marketplace. ● Level 3: Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e. supported by little or no market activity). Level 3 instruments include derivative warrant instruments. The Company does not have sufficient corroborating evidence to support classifying these assets and liabilities as Level 1 or Level 2. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation - Stock Compensation,” which requires all stock-based awards granted to employees, directors and non-employees to be measured at grant date fair value of the equity instrument issued and recognized as expense. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period of the award, which is generally equivalent to the vesting period. The fair value of each stock option granted is estimated using the Black-Scholes option pricing model. The measurement date for the non-forfeitable awards to non-employees that vest immediately is the date the award is issued. Revenue Recognition We recognize revenue under ASC 606, “Revenue from Contracts with Customers,” the core principle of which is that an entity should recognize revenue to depict the transfer of control for promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the revenue recognition principles, an entity is required to identify the contract(s) with a customer, identify the performance obligations, determine the transaction price, allocate the transaction price to the performance obligations and recognize revenue as the performance obligations are satisfied (i.e., either over time or at a point in time). ASC 606 further requires that companies disclose sufficient information to enable readers of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company recognized $ 0 revenue during the nine months ended September 30, 2024 and 2023. Recent Accounting Pronouncements The Company has examined recent accounting pronouncements and determined that they will not have a material impact on its financial position, results of operations, or cash flows. 7 Note 4 – Debt Promissory Notes Payable In 2014 and 2016, the Company issued two promissory notes in the total principal amount of $ 70,000 ; a $ 40,000 Note issued Dec 19, 2014; and, a $ 30,000 Note issued on March 29, 2016. Each note had a one-year maturity date; was governed by California law; bears interest at 10 % per annum; and, requires notice from the holder in order for the respective Note to be in default. The holder of each Note has failed to provide a notice of default under either Note. Further, enforceability of each Note is uncertain as California law has a 6 -year statute of limitations (commences on the maturity date) to initiate a collection action on a note. At December 31, 2023, neither of the Notes was in default and the balance outstanding was $ 70,000 . During the year ended December 31, 2016, the Company issued two additional unsecured promissory notes and borrowed an aggregate amount of $ 80,000 . $ 30,000 is represented by a note issued on Sept 23, 2016. This note had a one-year maturity date; was governed by California law; bears interest at 10 % per annum; and, requires notice from the holder in order to be in default. The holder of this Note has failed to provide a notice of default. Further, enforceability of this Note is uncertain as California law has a 6 -year statute of limitations (commences on the maturity date) to initiate a collection action on a note. At December 31, 2023, this Note was not in default and the balance outstanding was $ 30,000 . $ 50,000 is represented by a note issued on Nov 20, 2016. During the year ended December 31, 2022, total principal and accrued interest in the amount of $ 50,000 of principal and $ 27,972 of interest were converted into a $ 95,088 convertible note dated September 23, 2022. The replacement note was converted in shares of our common stock during the quarter ended December 31, 2022. As of December 31, 2023, the original $ 50,000 note was no longer issued and outstanding. Accrued interest at December 31, 2023 on these notes totaled $ 134,414 . During 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. During the year ended December 31, 2022, the Company entered into 5 promissory note agreements in the aggregate amount of $ 250,000 , of which $ 175,000 with the related parties. The notes have a 1 -year term, bear interest of 7 % and 9 % if paid in cash. During the year ended December 31, 2023, due dates of 4 promissory notes were extended for 7 – 9 months, of which 3 notes with related parties for $ 175,000 . A total of 168,400 shares of common stock were issued to related party in connection with the agreement of the holder to extend the maturity date of a $ 100,000 note. The outstanding principal balance was $ 250,000 as of December 31, 2023. Accrued interest at December 31, 2023 on these notes totaled $ 19,880 . During the nine months ended September 30, 2024: ● On 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. ● On 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. ● On 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. ● On 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 % 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 September 30, 2024 was $ 1,833 . ● Between 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 $ 564,182 as of September 30, 2024. Accrued interest at September 30, 2024 on these notes totaled $ 10,125 . During the year ended December 31, 2023, the Company entered into short-term promissory note agreement in the amount of $ 125,000 . The note has a discount of $ 25,000 . A total of 8,500,000 shares of common stock were issued as additional consideration for the issuance of the note evidencing the loan. On December 29, 2023, the promissory note was bought by another holder not affiliated with the Company, then exchanged by a new note on January 1, 2024 with an increase of principal to $ 175,000 and interest rate of 10 %. During the nine months ended September 30, 2024 the note was extended to July 12, 2024, increasing principal to $ 225,000 . A total of 22,500 shares of common stock were issued as additional consideration for the note extension. 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 . 8 Convertible Notes Payable and Convertible Notes Payable – Related Party In February 2023, the Company entered into a convertible promissory note agreement in the amount of $ 25,000 with a related party. The note has a 1 year term, bears interest of 9 % and has a conversion price equal to the lesser of (1) the most recent issuance price; or, (2) closing price for the common stock on the maturity date. The outstanding principal balance was $ 25,000 as of December 31, 2023. Accrued interest as of December 31, 2023 was $ 1,881 . During the 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. During the year ended December 31, 2023, the Company entered into Note Purchase Agreements with seven investors not affiliated with the Company (the “Purchasers”) pursuant to which the Purchasers purchased from the Company convertible notes (the “Convertible Notes”) with an aggregate principal amount of $ 2,000,000 . A total of 67,239 shares of common stock were issued according to the note agreements or as additional consideration for the issuance of the notes. The outstanding principal and accrued interest balances at December 31, 2023 were $ 2,000,000 and $ 95,396 , respectively. The Convertible Notes provide for a maturity of 12-months; 7.5 % interest per annum; and, no right to prepay during the first 6-months after the date of issuance (the “Issuance Date”). The Convertible Notes are convertible into shares of common stock of the Company (the “Conversion Shares”) as follows: (a) The Convertible Notes automatically convert into Conversion Shares upon the shares of the Company’s common stock being listed on a higher exchange due to the (i) pricing and funding of an S-1 registration statement; or, (ii) the closing of a transaction resulting in the uplist (either, a “Triggering Transaction”). The conversion price for the Conversion Shares in an automatic conversion shall be equal to: (1) 75 % of the price under the Triggering Transaction if within 120-days of the Issuance Date; (2) 70 % of the price under the Triggering Transaction if within 121 to 150-days of the Issuance Date; (3) 65 % of the price under the Triggering Transaction if more than 150-days of the Issuance Date. (b) The Purchasers have the right to convert into Conversion Shares, in whole or in part, at any time after 180-days following the Issuance Date. The conversion price for the Conversion Shares in a voluntary conversion shall be equal to 65 % of the volume weighted average price for the Company’s common stock during the 20-consecutive trading days preceding the conversion. During 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 of intertest rate from 7.5 % to 10 % and extended until September 30, 2024. A total of 234,000 shares 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 , respectively. Conditions of the note with one (1) Purchaser remained unchanged. As of September 30, 2024 total principal and accrued interest of the note totaled $ 200,000 and $ 16,125 respectively. During 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 the related parties. The Convertible Notes provide for a maturity of 10 and 12-months; 7.5 % and 8 % interest per annum. Accrued interest as of September 30, 2024 was $ 26,366 . Scheduled maturities of debt remaining as of September 30, 2024 for each respective fiscal year end are as follows: Schedule of Maturities of Debt 2024 $ 3,302,379 2025 735,565 Total $ 4,037,944 Note 5 - Capital Lease Obligations During the year ended December 31, 2018, the Company entered into various capital lease agreements. The leases expire at various points through the year ended December 31, 2023. The following schedule provides minimum future rental payments required as of September 30, 2024. Schedule of Minimum Future Rental Payments 2024 $ 36,692 Total minimum lease payments 36,692 Less: Amount represented interest ( 438 ) Present value of minimum lease payments and guaranteed residual value $ 36,254 9 Note 6 - Capital Stock The Company filed a certificate of amendment to its certificate of incorporation, which effectuated as of December 8, 2023, a reverse split of the Company’s common stock by a ratio of one-for-300 (the “Reverse Split”). All per share amounts and number of shares in the consolidated financial statements and related notes have been retroactively restated to reflect the Reverse Split. On October 20, 2022 the Company, following receipt of written approval from stockholders acting without a meeting and holding at least the minimum number of votes that would be necessary to authorize or take such action at a meeting, filed an amendment to its Certificate of Incorporation to (i) change the name of the Company to “American Battery Materials, Inc.” (the “Name Change”); and (ii) increase the total number of authorized shares of the Company’s common stock, par value $ 0.001 per share, from 600,000,000 to 4,500,000,000 (the “Authorized Share Increase”). The Authorized Share Increase was effective as of October 20, 2022. The Name Change was processed by FINRA and was effective as of May 1, 2023, at which time the Company’s trading symbol was changed to BLTH. On October 20, 2022, in addition to the Name Change and the Authorized Share Increase, the holder of 63.86 % of the issued and outstanding shares of stock of the Company entitled to vote took action by written consent and without a meeting, pursuant to Delaware General Corporate Law Section 228 and adopted and approved the following actions: 1. Future amendment of the Company’s Certificate of Incorporation to implement a decrease in the authorized shares of the Company’s Common Stock from 4,500,000,000 to a number of not less than 10,000,000 and not more than 2,000,000,000 (the “Authorized Share Reduction”), at any time prior to October 20, 2023 (the “Anniversary Date”), with the Board having the discretion to determine whether or not the Authorized Share Reduction is to be effected, and if effected, the exact number of the Authorized Share Reduction within the above range. 2. Future amendment of the Company’s Certificate of Incorporation to implement a reverse stock split of the Company’s Common Stock by a ratio of not less than 1-for-10 and not more than 1-for-1,000 , (the “Reverse Split”), at any time prior to the Anniversary Date, with the Board having the discretion to determine whether or not the Reverse Split is to be effected and if effected, the exact ratio for the Reverse Split within the above range. Preferred Stock The Company has authorization for preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to common stock. 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. Common Stock The 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. During 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. During the nine months ended September 30, 2023, the Company issued 54,916,669 shares of common stock for services valued at $ 373,650 ; 49,736,843 shares of common stock upon warrant exercises for an aggregate exercise price of $ 189,000 ; 16,799,491 shares of common stock upon cashless warrant exercise; 10,000,000 shares of common stock upon conversion of 50,000 shares of its Series A Preferred stock, 16,635,226 shares of common stock for note modification, and 13,046,809 shares of common stock in relation to issuance of promissory and convertible notes. Note 7 - Stock Options and Warrants Warrants As of September 30, 2024, the Company had the following warrant securities outstanding: Schedule of Warrant Securities Outstanding Warrants Exercise Price Expiration 2018 Warrants –financing 1,833 $ 1.14 November 2024 2019 Warrants –financing 33,333 $ 1.14 October 2024 2020 Warrants for services 10,000 $ 1.14 February 2025 2022 Exchange warrants 237,231 $ 1.14 September 2025 Total 282,397 10 A summary of all warrant activity for the nine months ended September 30, 2024, is as follows: Schedule of Warrant Activity Post-split Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance outstanding at December 31, 2023 297,064 $ 1.34 2.32 Granted - - - Exercised - - - Cancelled - - - Expired ( 14,667 ) 1.47 - Balance outstanding at September 30, 2024 282,397 $ 1.20 0.84 Exercisable at September 30, 2024 282,397 $ 1.20 0.84 The 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. Equity Incentive Plan On July 22, 2011, the Board of Directors of the Company approved the Company’s 2011 Equity Incentive Plan (the “Plan”) and on July 26, 2011, stockholders holding a majority of shares of the Company approved, by written consent, the Plan and the issuance under the Plan of 16,667 shares. On November 16, 2017, the Board of Directors approved an increase of 33,333 shares to be made available for issuance under the Plan. Accordingly, the total number of shares of common stock available for issuance under the Plan is 50,000 shares. Awards may be granted to employees, officers, directors, consultants, agents, advisors and independent contractors of the Company and its related companies. Such options may be designated at the time of grant as either incentive stock options or nonqualified stock options. Stock-based compensation includes expense charges related to all stock-based awards. Such awards include options, warrants and stock grants. Generally, the Company issues stock options that vest over three years and expire in 5 to 10 years. There are currently no awards issued and outstanding under the Plan. Note 8 - Subsequent Events ● On October 7, 2024, the Company issued a convertible promissory note for the principal amount of $ 50,000 . ● On October 21, 2024, the Company issued a convertible promissory note to a related party for the principal amount of $ 25,000 . ● On 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. ● On 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. ● On 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 date. ● On 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. 11 ● On 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. ● On 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. ● On 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. ● On 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. ● On 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. ● On October 23, 2024, the principal of related party convertible note was increased by $ 76,414.03 under the Most Favored Nation (MFN) provision. Additionally, the Corporation issued 66,225 shares of Common Stock, in compliance with the MFN terms. ● On October 23, 2024, the principal of a related party convertible note was increased by $ 90,388.56 under the Most Favored Nation (MFN) provision. Additionally, the Corporation issued 63,466 shares of Common Stock, in compliance with the MFN terms. ● On 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. ● On 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. ● On October 23, 2024, the principal of a related party 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. ● On 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. ● On 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. ● On 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. ● On 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. ● On 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. ● On 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. ● On October 16, 2024, the non-binding letter of intent (LOI) between American Battery Materials, Inc. (OTC Pink: BLTH) and a Nasdaq-listed special purpose acquisition company (SPAC) for a potential merger transaction expired without a completed agreement 12