What changed in this filing

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Item 1. Financial Statements

2025-08-14 compared with 2025-05-13 · 183 added, 148 removed, 563 unchanged (37% of the section changed)

35 unchanged sentences

Three Months Ended

Six Months Ended

Operating Expenses

2 unchanged sentences

Operating loss

( 1,216,054 )

Other Expenses / Income

3 unchanged sentences

Total other expenses / income

( 1,156,848 )

( 1,302,030 )

Income (loss) from operations before income taxes

( 2,114,445 )

( 2,518,084 )

( 1,414,618 )

Provision for income taxes

2 unchanged sentences

$ ( 550,735 )

$ ( 2,518,084 )

$ ( 1,414,618 )

Net loss per share – basic and diluted

3 unchanged sentences

Statements of Changes in Stockholders’ Deficit

months Ended March 31, 2025 and 2024

months Ended June 30, 2025 and 2024

Equity/(Deficit)

Preferred stock

Additional Paid in

Stockholders’

4 unchanged sentences

Shares issued for services

Shares issued for warrant exercise

Balance as of March 31, 2024

Shares issued for note modification

( 1,414,618 )

Balance as of June 30, 2024

$ ( 21,654,257 )

$ ( 4,402,868 )

Balance as of December 31, 2024

3 unchanged sentences

$ ( 6,806,565 )

Stock based compensation

Balance as of March 31, 2025

Shares issued for services

Shares issued for note modification

Fair value of options

( 2,518,084 )

Balance as of June 30, 2025

$ ( 27,064,641 )

$ ( 8,231,663 )

$ ( 27,064,641 )

$ ( 8,231,663 )

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

1 unchanged sentence

Consolidated Statements of Cash Flows

Three Months Ended

Six Months Ended

Cash Flows from Operating Activities

17 unchanged sentences

Proceeds from convertible notes – related party

Proceeds from promissory notes

Net cash provided by financing activities

9 unchanged sentences

to Condensed Consolidated Financial Statements

the Three Months Ended March 31, 2025 and 2024 (Unaudited)

the Six months Ended June 30, 2025 and 2024 (Unaudited)

1 - Nature of the Business

48 unchanged sentences

The 10,000,000 authorized shares of the Corporation’s preferred stock, par value $ 0.001 per share will

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.

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.

Company has been moving forward with its strategy of employing advanced brine extractive technology methodologies and has been in talks

7 unchanged sentences

accompanying consolidated financial statements have been prepared on a going concern basis.

The Company had a net loss of $ 403,639 during

the three months ended March 31, 2025, has accumulated losses totaling $ 24,950,196 , and has a working capital deficit of $ 7,360,245

as of March 31, 2025.

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 had a net loss of $ 2,518,084

during the six months ended June 30, 2025, has accumulated losses totaling $ 27,064,641 , and has a working capital deficit of $ 8,437,663

as of June 30, 2025.

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

25 unchanged sentences

life of the assets.

Equipment has estimated useful lives between three

for repairs and maintenance are charged to expense as incurred.

Equipment has estimated useful lives between three 3 and seven years .

Expenditures for repairs and maintenance are

charged to expense as incurred.

of Long-lived Assets

21 unchanged sentences

No impairment or capitalizable costs related to the

mineral claims were noted during the three months ended March 31, 2025 and 2024.

mineral claims were noted during the six months ended June 30, 2025 and 2024.

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 March 31, 2025 and 2024, there were approximately 47,446 and 116,990 shares respectively, potentially issuable under convertible debt

of June 30, 2025 and 2024, there were approximately 47,446 and 109,990 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

three months ended March 31, 2025 and 2024 because their inclusion would have been anti-dilutive due to the Company’s net losses.

six months ended June 30, 2025 and 2024 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 three months ended March 31, 2025 and 2024.

Company recognized $ 0 revenue during the six months ended June 30, 2025 and 2024.

Company issues convertible notes as part of its financing strategy, which may contain embedded features such as conversion options, redemption

65 unchanged sentences

Early adoption is permitted.

The Company adopted this guidance and applied it to its convertible notes issued throughout the three months ended March 31, 2025 and

The Company adopted this guidance and applied it to its convertible notes issued throughout the six months ended June 30, 2025 and 2024.

Company has examined recent accounting pronouncements and determined that they will not have a material impact on its financial position,

60 unchanged sentences

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.

On October 23, 2024, the Company entered into

a transaction that triggered certain most favored nations (MFN) provisions under the note.

As such, the principal amount due under

the note has increased resulting in a new principal amount of $ 46,113 .

Additionally, the Company issued 9,223 shares of common stock

in compliance with the MFN terms.

The outstanding principal balance was $ 46,113 as of March 31, 2025.

Accrued interest as of March

31, 2025, was $ 3,869 .

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

consideration for the note amendment.

On October 23, 2024, the Company entered into a transaction that triggered certain most favored

nations (MFN) provisions under the note.

As such, the principal amount due under the note has increased resulting in a new principal

amount of $ 46,113 .

Additionally, the Company issued 9,223 shares of common stock in compliance with the MFN terms.

During the six

months ended June 30, 2025, the note was extended to July 31, 2025 , increasing principal to $ 50,724 .

A total of 738 shares of common

stock were issued as additional consideration for the note extension.

The outstanding principal balance was $ 50,724 as of June 30,

Accrued interest as of June 30, 2025, was $ 5,137 .

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.

4 unchanged sentences

a related party in connection with the agreement.

The outstanding principal balance was $ 733,436 as of March 31, 2025.

Accrued interest

at March 31, 2025, on the note was $ 47,204 .

During the six months ended June 30, 2025, the note was extended to July 31, 2025 ,

increasing principal to $ 806,780 .

A total of 11,735 shares of common stock were issued as additional consideration for the note extension.

The outstanding principal balance was $ 806,780 as of June 30, 2025.

Accrued interest as of June 30, 2025, was $ 67,374 .

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

18 unchanged sentences

A total of 27,963 shares of common stock were issued as additional consideration for the note extension.

The outstanding

principal balance was $ 139,817 as of March 31, 2025.

Accrued interest as of March 31, 2025, was $ 9,488 .

During the six

months ended June 30, 2025, the note was extended to July 31, 2025 , increasing principal to $ 153,798 .

A total of 2,238 shares of common

stock were issued as additional consideration for the note extension.

The outstanding principal balance was $ 153,798 as of June 30, 2025.

Accrued interest as of June 30, 2025, was $ 13,333 .

the year ended December 31, 2024, short-term promissory note in the amount of $ 99,098 was issued to the related party.

1 unchanged sentence

interest of 10 %.

The outstanding principal balance was $ 99,098 as of March 31, 2025.

Accrued interest as of March 31, 2025, was $ 2,835 .

During the six months ended June 30, 2025, the note was extended to July 31, 2025 , increasing principal to $ 109,008 .

A total of 1,586 shares of common stock were issued as additional consideration for the note extension.

The outstanding principal balance

was $ 109,008 as of June 30, 2025.

Accrued interest as of June 30, 2025, was $ 5,560 .

Notes Payable and Convertible Notes Payable – Related Party

4 unchanged sentences

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

year ended December 31, 2024, total principal in the amount of $ 25,000 and accrued interest in the amount of $ 2,574 were forgiven by

the noteholder.

The noteholder was issued new convertible note in exchange for the convertible note of $ 25,000 and a promissory note

of $ 100,000 .

The new note in the amount of $ 138,074 had a 1 -year term, beared interest of 7.5 %.

the year ended December 31, 2024, conditions of the issued note were amended under the Most Favored Nation (MFN) provision (see

During the year ended December 31, 2024, total principal in the amount of $ 25,000 and accrued

interest in the amount of $ 2,574 were forgiven by the noteholder.

The noteholder was issued new convertible note in exchange for the

convertible note of $ 25,000 and a promissory note of $ 100,000 .

The new note in the amount of $ 138,074 had a 1 -year term, beared interest

During the year ended December 31, 2024, conditions of the issued note were amended under the Most Favored Nation (MFN) provision

the year ended December 31, 2023, the Company entered into Note Purchase Agreements with seven investors not affiliated with the Company

23 unchanged sentences

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

the year ended December 31, 2024, notes with

six investors not affiliated with the Company were amended with an increase in principal from $ 1,950,000 to $ 3,394,584 , increase

of interest rate from 7.5 % to 10 % and extended until March 31, 2025.

the year ended December 31, 2024, notes with six investors not affiliated with the Company were amended with an increase in principal

from $ 1,950,000 to $ 3,394,584 , increase of interest rate from 7.5 % to 10 % and extended until March 31, 2025.

A total of 234,000 shares

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

31, 2025, total principal and accrued interest on these six notes totaled $ 3,394,584 and

$ 312,262 , respectively.

of the note with one (1) Purchaser were amended twice (once under the MFN provision) resulting in an increase in principal from $ 50,000

to $ 89,158 , increase of interest rate from 7.5 % to 10 % and extended until March 31, 2025.

Additionally, the Company issued 30,832 shares

of common stock in compliance with the MFN terms.

Accrued interest as of March 31, 2025, was $ 7,462 .

the year ended December 31, 2024, the

Company entered into ten convertible promissory note agreements in the aggregate amount of $ 736,511 , of which $ 447,787 with the

related parties.

During the six months

ended June 30, 2025, the notes were extended to July 31, 2025 , increasing principal to $ 3,734,042 .

A total of 54,316 shares of common

stock were issued as additional consideration for the note extension.

As of June 30, 2025, total principal and accrued interest on these

six notes totaled $ 3,734,042 and $ 405,613 , respectively.

of the note with one (1) Purchaser were amended several times (once under the MFN provision) resulting in an increase in principal from

$ 50,000 to $ 98,074 , increase of interest rate from 7.5 % to 10 % and extended until June 30, 2025.

Additionally, the Company issued 30,832

shares of common stock in compliance with the MFN terms and 1,427 shares of common stock were issued as additional consideration for

the note extension.

Accrued interest as of June 30, 2025, was $ 10,352 .

the year ended December 31, 2024, the Company entered into ten convertible promissory note agreements in the aggregate amount of $ 736,511 ,

of which $ 447,787 with the related parties.

The Convertible Notes provided for a maturity of 10 and 12 months ;

7.5 %, 8 % and

10 % interest per annum.

During the year ended December 31, 2024, conditions of the notes were amended under the Most Favored Nation

(MFN) provision resulting in increase in principal to $ 1,047,321 (of which $ 631,811 with the related parties), increase of interest rate

from 7.5 % to 10 % for all notes and extended until March 31, 2025.

Additionally, the Company issued 240,482 shares of common stock in

compliance with the MFN terms.

Accrued interest as of March 31, 2025, was $ 73,049 .

the three months ended March 31, 2025, the company entered into five convertible promissory note agreements in the aggregate amount of

7.5 %, 8 % and 10 % interest

During the year ended December 31, 2024, conditions of the notes were amended under the Most Favored Nation (MFN) provision

resulting in increase in principal to $ 1,047,321 (of which $ 631,811 with the related parties), increase of interest rate from 7.5 % to

10 % for all notes and extended until March 31, 2025.

Additionally, the Company issued 240,482 shares of common stock in compliance with

the MFN terms.

During the six months ended June 30, 2025, the notes were extended to July 31, 2025 , increasing principal to $ 1,152,052

(of which $ 694,992 with the related parties), A total of 17,127 shares of common stock were issued as additional consideration for the

note extension.

Accrued interest as of June 30, 2025, was $ 117,989 .

the six months ended June 30, 2025, the company entered into five convertible promissory note agreements in the aggregate amount of $ 105,000 ,

of which $ 80,000 with the related parties.

The Convertible Notes bear 10 % interest per annum.

During the six months ended June 30, 2025,

the notes were extended to July 31, 2025 , increasing principal to $ 115,500 (of which $ 22,000 with the related parties), A total of 1,680

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

Accrued interest as of June 30, 2025, was $ 4,100 .

the six months ended June 30, 2025, the company entered into seven convertible promissory note agreements in the aggregate amount of

$ 245,000 , of which $ 50,000 with the related party.

The Convertible Notes provided for a maturity

of March 31, 2025 and bear 10 % interest per annum.

Accrued interest as of March 31, 2025, was $ 1,213 .

maturities of debt remaining as of March 31, 2025, for each respective fiscal year end are as follows:

of Maturities of Debt

of July 31, 2025 and bear 10 % interest per annum.

Accrued interest as of June 30, 2025, was $ 3,951 .

maturities of debt remaining as of June 30, 2025, for each respective fiscal year end are as follows:

Schedule of Maturities of Debt

5 - Capital Lease Obligations

2 unchanged sentences

the year ended December 31, 2023.

following schedule provides minimum future rental payments required as of March 31, 2025.

of Minimum Future Rental Payments

following schedule provides minimum future rental payments required as of June 30, 2025.

Schedule of Minimum Future Rental Payments

Total minimum lease payments

36 unchanged sentences

common stock.

As of March 31, 2025, and December 31, 2024, there were 10,000,000 shares of preferred stock authorized, and 0 shares issued

As of June 30, 2025, and December 31, 2024, there were 10,000,000 shares of preferred stock authorized, and 0 shares issued

and outstanding.

Company has authorized 100,000,000 shares of common stock, with 2,586,982 shares issued and outstanding at March 31, 2025 and December

the three months ended March 31, 2025, the Company hasn’t issued shares of common stock.

the three months ended March 31, 2024, the Company issued 333 shares of common stock for services valued at $ 1,566 and 47,450 shares

Company has authorized 100,000,000 shares of common stock, with 2,750,947 and 2,586,982 shares issued and outstanding at June 30, 2025

and December 31, 2024.

the six months ended June 30, 2025, the Company issued 73,118 shares of common stock for services valued at $ 550,415 and 90,847 shares

of common stock for note modification.

the six months ended June 30, 2024, the Company issued 8,278 shares of common stock for services valued at $ 14,261 and 51,950 shares

of common stock for note modification.

7 - Stock Options and Warrants

of March 31, 2025, the Company had the following warrant securities outstanding:

of Warrant Securities Outstanding

of June 30, 2025, the Company had the following warrant securities outstanding:

Schedule of Warrant Securities Outstanding

Exercise Price

1 unchanged sentence

September 2025

summary of all warrant activity for the three months ended March 31, 2025, is as follows:

of Warrant Activity

summary of all warrant activity for the six months ended June 30, 2025, is as follows:

Schedule of Warrant Activity

Balance outstanding at December 31, 2024

Balance outstanding at March 31, 2025

Exercisable at March 31, 2025

intrinsic value of the outstanding warrants as of March 31, 2025, was $ 0 , as the exercise prices exceeded the common stock’s fair

Balance outstanding at June 30, 2025

Exercisable at June 30, 2025

intrinsic value of the outstanding warrants as of June 30, 2025, was $ 0 , as the exercise prices exceeded the common stock’s fair

market value per share on that date.

options are awarded to the Company’s employees, consultants and non-employee members of the board of directors under the Equity

Incentive Plan and are generally granted with an exercise price equal to the market price of the Company’s common stock

at the date of grant.

The aggregate fair value of these stock options granted by the Company during the three

months ended March 31, 2025, was determined to be $ 226,945 using the Black-Scholes-Merton option-pricing model based on the following

(i) volatility rate of 31 %, (ii) discount rate of 0 %, (iii) zero expected dividend yield, (iv) risk-free rate of 4.03 %,

(v) price of $ 0.31 , and (vi) expected life of 3 years.

A summary of option activity under the Company’s Equity

Incentive Plan as of March 31, 2025, and changes during the year then ended, is presented below:

of Stock Option Activity Under Equity Incentive Plan

Number of Options

Weighted Average Exercise Price

Weighted Average Remaining Contractual Term

Incentive Plan and are generally granted with an exercise price equal to the market price of the Company’s common stock at the

date of grant.

The aggregate fair value of these stock options granted by the Company during the six months ended June 30, 2025, was

determined to be $ 20,023 using the Black-Scholes-Merton option-pricing model based on the following assumptions:

(i) volatility rate

of 31 %, (ii) discount rate of 0 %, (iii) zero expected dividend yield, (iv) risk-free rate of 3.88 %, (v) price of $ 7.5 , and (vi) expected

life of 10 years.

A summary of option activity under the Company’s Equity Incentive Plan as of June 30, 2025, and changes during

the year then ended, is presented below:

Schedule of Stock Option Activity Under Equity Incentive Plan

Average Exercise Price

Average Remaining

Contractual Term

Balance outstanding at December 31, 2024

Cancelled or expired

Balance outstanding at March 31, 2025

Exercisable at March 31, 2025

Balance outstanding at June 30, 2025

Exercisable at June 30, 2025

Incentive Plan

5 unchanged sentences

Accordingly, the total number of shares of common stock available for issuance under the Plan is 50,000

On August 13, 2024, the Board of Directors adopted

the American Battery Materials Inc.

2024 Incentive Compensation Plan, which was deemed desirable and in the best interests of the Corporation,

authorizing the executive officers to implement and administer this new plan, reserving 800,000 shares of Common Stock for issuance.

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 non-qualified 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.

On August 13, 2024, the Board of Directors adopted the American Battery Materials Inc.

2024 Incentive Compensation Plan, which

was deemed desirable and in the best interests of the Corporation, authorizing the executive officers to implement and administer this

new plan, reserving 800,000 shares of Common Stock for issuance.

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 non-qualified 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.

3 unchanged sentences

using the weighted average number of common shares issued and outstanding during the period, which were 2,641,941 and 2,303,421 for the

three months ended March 31, 2025, and March 31, 2024, respectively.

six months ended June 30, 2025, and June 30, 2024, respectively.

Diluted earnings per share includes the dilutive effect of potential

1 unchanged sentence

is anti-dilutive.

For the three months ended March 31, 2025, and March 31, 2024, approximately 47,446 and 116,990 potential common shares,

For the six months ended June 30, 2025, and June 30, 2024, approximately 47,446 and 109,990 potential common shares,

respectively, were excluded from the diluted earnings per share calculation due to the Company’s reported net losses, as their

10 unchanged sentences

net income against comparable prior periods and the Company’s forecast.

the fiscal three months ended March 31, 2025, the CODM regularly receives and reviews the Company’s net income, and significant

operating expenses categories, which are integral to the measure of operating performance.

The significant expense categories include

employee compensation, office operations and professional services.

These expenses are presented below as they are included in the net

income measure used by the CODM:

the fiscal six months ended June 30, 2025, the CODM regularly receives and reviews the Company’s net income, and significant operating

expenses categories, which are integral to the measure of operating performance.

The significant expense categories include employee

compensation, office operations and professional services.

These expenses are presented below as they are included in the net income

measure used by the CODM:

Schedule of Segment Information

Three Months Ended

Six Months Ended

General and administrative

6 unchanged sentences

Total operating expenses

( 1,216,054 )

Other Expenses / Income

3 unchanged sentences

Total other expenses / income

( 1,302,030 )

Net Income (Loss)

2 unchanged sentences

10 - Subsequent Events

April 7, 2025, the Company issued a convertible promissory note to a related party for the principal amount of $ 50,000 .

April 15, 2025, the Company issued 25,000 shares of common stock to a party in exchange for services provided.

April 15, 2025, the Company issued 15,000 shares of common stock to a party in exchange for services provided.

April 21, 2025, the Company issued a convertible promissory for the principal amount of $ 25,000 .

April 25, 2025, the Company issued a convertible promissory for the principal amount of $ 25,000 .

April 23, 2025 and April 30, 2025 the Company entered into extension agreements with certain noteholders of its promissory and convertible

Under the terms of these agreements, the maturity dates of the notes were extended to July 31, 2025.

In consideration for

the extensions, the noteholders received a 10 % increase in the principal amount of their notes and additional shares of common stock.

The total additional shares issued in connection with these extensions amounted to 89,856 shares, and the aggregate principal increase

was $ 561,553 .

Favored Nation Adjustment:

One promissory note with an original maturity date of August 6, 2025, and an outstanding principal of

$ 39,000 , received terms consistent with the extension agreements, including a 10 % increase in principal (to $ 42,900 ) and 624 additional

shares of common stock, pursuant to a Most Favored Nation clause.

The maturity date of this note remains August 6, 2025.

April 27, 2025, the Company granted 6,000 stock options to a party under its 2024 Equity Incentive Plan for services rendered.

options have an exercise price of $ 7.50 per share and vested immediately on the grant date.

On May 6, 2025, the Company issued a convertible promissory

note for the principal amount of $ 25,000 .

On May 8, 2025, the Company issued a convertible promissory note for the

principal amount of $ 50,000 .

August 1, 2025, a new convertible promissory note was issued to a related party, with a principal amount of $ 15,721.27

On August 6, 2025, a new convertible promissory note was issued to a non-related party, with a principal amount of $ 50,000

Between August 1, 2025, and August 6, 2025, the Company entered into extension agreements with certain noteholders

of its promissory and convertible notes.

Under the terms of these agreements, the maturity dates of the notes were extended to October 31, 2025 .

In consideration for the extensions, the noteholders received a 10 % increase in the principal amount of their notes and additional shares of common stock.

The total additional shares

issued in connection with these extensions amounted to 171,715 shares, and the aggregate principal increase was $ 646,498

Most Favored Nation Adjustment:

Three convertible promissory notes with original maturity dates of August 1, 2025 , August 6, 2025 and August 6, 2025 , and outstanding principal of $ 15,721.27 , $ 50,000 and $ 50,000 , respectively, received terms consistent with the extension agreements, including a 10 % increase in principal and 378 , 1,200 and

1,200 additional shares of common stock, respectively, pursuant to a Most Favored Nation clause.

The maturity date of the

notes remains October 31,

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