AMERICAN BATTERY MATERIALS, INC. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41594 AMERICAN BATTERY MATERIALS INC. (Exact name of Registrant as specified in its charter) Delaware 22-3956444 (State or Other Jurisdiction of Incorporation or Organization) (IRS Employer Identification No.) 500 West Putnam Avenue , Suite 400 , Greenwich , CT 06830 (Address of principal executive offices) (Zip Code) 800 - 998-7962 (Registrant’s telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock BLTH N/A Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The number of shares of registrant’s common stock outstanding as of November 7, 2025: 3,142,371 . AMERICAN BATTERY MATERIALS INC. FORM 10-Q For the quarter ended September 30, 2025 INDEX PAGE PART I – FINANCIAL INFORMATION 1 Item 1. Financial Statements 1 Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 (Unaudited) 1 Consolidated Statements of Operations for the nine months ended September 30, 2025 and 2024 (Unaudited) 2 Consolidated Statements of Changes in Stockholders’ Deficit for the nine months ended September 30, 2025 and 2024 (Unaudited) 3 Consolidated Statements of cash Flows for the nine months ended September 30, 2025 and 2024 (Unaudited) 4 Notes to Unaudited Consolidated Financial Statements 5 Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations 15 Item 3. Quantitative and Qualitative Disclosure About Market Risk 18 18 Item 4. Controls and Procedures PART II – OTHER INFORMATION 20 Item 1. Legal Proceedings 20 Item 1A. Risk Factors 20 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 20 Item 3. Defaults Upon Senior Securities 20 Item 4. Mine Safety Disclosures 20 Item 5. Other Information 20 Item 6. Exhibits 21 SIGNATURES 22 i PART I - FINANCIAL INFORMATION Item 1. Financial Statements AMERICAN BATTERY MATERIALS INC. Condensed Consolidated Balance Sheets (Unaudited) September 30, December 31, 2025 2024 (Unaudited) Assets Current assets Cash $ 9,440 $ 12,896 Prepaid expenses and other assets 261,885 104,073 Total current assets 271,325 116,969 Noncurrent assets Mineral claims 206,000 206,000 Total assets $ 477,325 $ 322,969 Liabilities and Stockholders’ Deficit Current Liabilities: Accounts payable $ 281,597 $ 399,631 Accrued expenses 1,101,254 826,688 Accrued interest 812,200 317,434 Promissory notes payable, net of discount 224,975 185,929 Promissory notes payable – related party 1,007,366 832,534 Convertible notes payable, net of discount 5,097,846 3,899,253 Convertible notes payable – related party 983,584 631,811 Current capital lease obligation - 36,254 Total current liabilities 9,508,822 7,129,534 Total Liabilities 9,508,822 7,129,534 Stockholders’ deficit Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding - - Common stock, $ 0.001 par value, 100,000,000 shares authorized, 2,925,440 and 2,586,982 shares issued and outstanding, respectively 2,926 2,586 Additional paid in capital 19,750,906 17,737,406 Stock to be issued 45,000 - Accumulated deficit ( 28,830,329 ) ( 24,546,557 ) Total stockholders’ deficit ( 9,031,497 ) ( 6,806,565 ) Total liabilities and stockholders’ deficit $ 477,325 $ 322,969 The accompanying notes are an integral part of the condensed consolidated unaudited financial statements. 1 AMERICAN BATTERY MATERIALS INC. Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2025 2024 2025 2024 Operating Expenses General and administrative $ 293,140 $ 506,019 $ 1,509,194 $ 1,215,845 Total operating expenses 293,140 506,019 1,509,194 1,215,845 Operating loss ( 293,140 ) ( 506,019 ) ( 1,509,194 ) ( 1,215,845 ) Other Expenses / Income Gain (loss) on extinguishment of debt ( 424,656 ) - ( 990,109 ) ( 516,083 ) Fair value of stock issued for note modification ( 863,651 ) - ( 1,273,659 ) ( 14,382 ) Interest expense ( 184,241 ) ( 121,245 ) ( 510,810 ) ( 295,572 ) Total other expenses / income ( 1,472,548 ) ( 121,245 ) ( 2,774,578 ) ( 826,037 ) Income (loss) from operations before income taxes ( 1,765,688 ) ( 627,264 ) ( 4,283,772 ) ( 2,041,882 ) Provision for income taxes - - - - Net Income (Loss) $ ( 1,765,688 ) $ ( 627,264 ) $ ( 4,283,772 ) $ ( 2,041,882 ) Net loss per share – basic and diluted $ ( 0.63 ) $ ( 0.27 ) $ ( 1.59 ) $ ( 0.88 ) Weighted average common shares – basic and diluted 2,813,583 2,343,217 2,699,784 2,314,020 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, 2025 and 2024 (Unaudited) Total Preferred stock Common stock Additional Paid in Stock to be Accumulated Stockholders’ Equity/ Shares Amount Shares Amount Capital issued Deficit (Deficit) Balance as of December 31, 2023 - $ - 2,275,367 $ 2,275 $ 17,220,471 $ - $ ( 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 - $ - 2,576,508 $ 2,577 $ 17,248,812 $ - $ ( 22,281,521 ) $ ( 5,030,132 ) Balance as of December 31, 2024 - $ - 2,586,982 $ 2,586 $ 17,737,406 $ - $ ( 24,546,557 ) $ ( 6,806,565 ) Balance - $ - 2,586,982 $ 2,586 $ 17,737,406 $ - $ ( 24,546,557 ) $ ( 6,806,565 ) Shares issued for services - - 73,118 74 550,341 45,000 - 595,415 Shares issued for note modification - - 265,340 266 1,273,393 - - 1,273,659 Fair value of options - - - - 189,766 - - 189,766 Net loss - - - - - - ( 4,283,772 ) ( 4,283,772 ) Balance as of September 30, 2025 - $ - 2,925,440 $ 2,926 $ 19,750,906 $ 45,000 $ ( 28,830,329 ) $ ( 9,031,497 ) Balance - $ - 2,925,440 $ 2,926 $ 19,750,906 $ 45,000 $ ( 28,830,329 ) $ ( 9,031,497 ) The accompanying notes are an integral part of the condensed consolidated unaudited financial statements. 3 AMERICAN BATTERY MATERIALS INC. Condensed Consolidated Statements of Cash Flows (Unaudited) Nine Months Ended Nine Months Ended September 30, September 30, 2025 2024 Cash Flows from Operating Activities Net income (loss) $ ( 4,283,772 ) $ ( 2,041,882 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock based compensation 785,181 14,261 Accrued interest 494,766 219,910 Gain/loss on settlement of liabilities 990,109 516,083 Fair value of stock issued for note modification 1,273,659 14,382 Amortization of debt discount - 28,497 Changes in operating assets and liabilities: Prepaid expenses and other assets ( 157,812 ) 31,761 Accounts payable and accrued expenses 414,413 631,112 Net cash used in operating activities ( 483,456 ) ( 585,876 ) Cash Flows from Investing Activities: Net cash provided by (used in) investing activities - - Cash Flows from Financing Activities Proceeds from convertible notes 345,000 55,000 Proceeds from convertible notes – related party 135,000 80,000 Proceeds from promissory notes - 671,733 Repayment of promissory notes - $ ( 225,000 ) Net cash provided by financing activities 480,000 581,733 - Net decrease in cash ( 3,456 ) ( 4,143 ) Cash, beginning of period 12,896 7,376 Cash, end of period $ 9,440 $ 3,233 Supplemental disclosures: Interest paid $ - $ - Supplemental disclosures of non-cash items: Accounts payable and accrued payable exchanged for convertible note $ - $ 440,129 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, 2025 and 2024 (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. On January 16, 2025, the Company filed a Certificate of Amendment with the Secretary of State of Delaware to effect a reverse stock split of the issued and outstanding shares of its common stock at a ratio of one share for every 5 shares outstanding prior to the effective date of the reverse stock split. The reverse stock split became effective on January 24, 2025. The total number of authorized shares of common stock was reduced from 4,500,000,000 shares to 100,000,000 shares. The par value of the class Common Stock will remain the same at $ 0.001 per share. The 10,000,000 authorized shares of the Corporation’s preferred stock, par value $ 0.001 per share will not change. 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. 5 Note 2 - Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis. The Company had a net loss of $ 4,283,772 during the nine months ended September 30, 2025, has accumulated losses totaling $ 28,830,329 , and has a working capital deficit of $ 9,237,497 as of September 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. 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 3 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 14,320 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, 2025 and 2024. 6 Earnings Per Share The Company presents basic and diluted earnings per share in accordance with ASC 260, “Earnings per Share.” Basic earnings per share reflect the actual weighted average of shares issued and outstanding during the period. Diluted earnings per share are computed including the number of additional shares that would have been outstanding if dilutive potential shares had been issued. In a loss period, the calculation for basic and diluted earnings per share is considered to be the same, as the impact of potential common shares is anti-dilutive. As of September 30, 2025 and 2024, there were approximately 0 and 285,728 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, 2025 and 2024 because their inclusion would have been anti-dilutive due to the Company’s net losses . Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. Certain warrants issued by the Company contain terms that result in the warrants being classified as derivative liabilities for accounting purposes. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash and equivalents, prepaid expenses and other assets, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. ASC 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows: ● Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis. ● Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that the Company values using observable market data. Substantially all of these inputs are observable in the marketplace throughout the term of the derivative instruments, can be derived from observable data, or supported by observable levels at which transactions are executed in the marketplace. ● Level 3: Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e. supported by little or no market activity). Level 3 instruments include derivative warrant instruments. The Company does not have sufficient corroborating evidence to support classifying these assets and liabilities as Level 1 or Level 2. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation - Stock Compensation,” which requires all stock-based awards granted to employees, directors and non-employees to be measured at grant date fair value of the equity instrument issued and recognized as expense. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period of the award, which is generally equivalent to the vesting period. The fair value of each stock option granted is estimated using the Black-Scholes option pricing model. The measurement date for the non-forfeitable awards to 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, 2025 and 2024. 7 Convertible Debt The Company issues convertible notes as part of its financing strategy, which may contain embedded features such as conversion options, redemption provisions, and contractual adjustments like most favored nations clauses. Convertible debt is accounted for under ASC 470, Debt, as amended by ASU 2020-06, Debt—Debt with Conversion and Other Options, adopted by the Company effective January 1, 2024. This standard simplifies the accounting by eliminating certain separation models for convertible instruments, requiring the Company to evaluate the debt as a single instrument unless bifurcation of embedded derivatives is required under ASC 815, Derivatives and Hedging. Convertible notes are initially recorded at their principal amount, net of issuance costs or discounts, and classified as liabilities unless specific features mandate equity classification. Interest expense is recognized using the effective interest method over the notes’ terms. The Company’s convertible debt instruments are debt host financial instruments containing embedded features, some of which would otherwise be required to be bifurcated from the debt-host and recognized as separate derivative liabilities subject to initial and subsequent periodic estimated fair value measurements under ASC Topic 815, Derivatives and Hedging. Embedded features are assessed to determine if they require bifurcation as derivatives. Features are bifurcated if their economic characteristics and risks are not clearly and closely related to the debt host, the hybrid instrument is not remeasured at fair value through earnings, and the feature would qualify as a standalone derivative. Bifurcated derivatives are recorded at fair value, with subsequent changes recognized in earnings. However, features contingent on events with low probability (e.g., uplisting or an event of default) are assigned immaterial value. The Company continues to monitor its facts and circumstances in each reporting period to evaluate whether each immaterial embedded feature’s fair value or change to it is significant and would therefore need to be ascribed value. Common stock issued with convertible notes are treated as freestanding equity instruments under ASC 815-40, recorded at fair value in additional paid-in capital, with proceeds allocated between the debt and shares using the relative fair value method. The fair value of the shares issued are treated as a discount to the value of the convertible debt issued. Debt issuance costs are capitalized and amortized as additional interest expense over the debt term, unless allocated to bifurcated derivatives, in which case they are expensed immediately if material. Refinancings of convertible and promissory notes previously issued by the Company are evaluated under ASC 470-50, Modifications and Extinguishments, or ASC 470-60, Troubled Debt Restructurings by Debtors. A refinancing is accounted for as an extinguishment if the present value of cash flows under the new terms differs by at least 10% from the original terms or if a substantive conversion option is added or eliminated. When an extinguishment occurs, the original debt is derecognized and the new debt is recorded at fair value, recognizing any gain or loss in earnings. If not extinguished, a refinancing is treated as a modification with no gain or loss recognition. If the Company were to experience multiple changes to the same debt within a one-year period, and the first of those changes were determined to be a modification, the Company would then evaluate the changes within the one-year period on a cumulative basis. A refinancing is classified as a troubled debt restructuring (TDR) if the Company is experiencing financial difficulty and the creditor grants a concession (e.g., reduced effective interest rate). For TDRs, the carrying amount is adjusted only if undiscounted future cash flows fall below the net carrying value of the original debt. When the undiscounted future cash flows of refinanced debt fall below the net carrying value of the original debt, the Company would record a gain for the difference. It would further adjust the carrying value of the debt to the future undiscounted cash flow amount with no interest expense recorded going forward. All future interest payments would then reduce the carrying value of the respective debt modified. If the undiscounted future cash flows are greater than the carrying value of the original debt, no gain would be recorded. The Company would then calculate a new effective interest rate based upon the carrying value of the original debt and the revised future cash flows under the terms of the new debt. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible instruments. ASU 2020-06 eliminates certain models that require separate accounting for embedded conversion features, in certain cases. Additionally, among other changes, the guidance eliminates certain of the conditions for equity classification for contracts in an entity’s own equity. The guidance also requires entities to use the if converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. This guidance is effective beginning after December 15, 2023 and must be applied using either a modified or full retrospective approach. Early adoption is permitted. The Company adopted this guidance and applied it to its convertible notes issued throughout the nine months ended September 30, 2025 and 2024. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances disclosure requirements related to income taxes, including rate reconciliation and taxes paid by jurisdiction. This standard is effective for fiscal years beginning after December 15, 2024. The Company does not expect a material impact upon adoption. In November 2024, the FASB issued ASU No. 2024-03, Liabilities—Joint Venture Formations (Subtopic 405-50): Recognition and Initial Measurement, clarifying accounting by a joint venture upon formation and requiring fair value measurement of contributed assets and liabilities. This guidance is effective for fiscal years beginning after December 31, 2024, and interim periods beginning after December 15, 2027. The Company does not expect a material impact upon adoption. In April 2024, the FASB issued ASU No. 2024-04, Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method, expanding the use of this method to additional tax credit structures. This guidance is effective for fiscal years beginning after December 15, 2025. The Company does not expect a material impact upon adoption. In January 2025, the FASB issued ASU No. 2025-01, Income Taxes (Topic 740): Disclosure Framework—Changes to Income Tax Disclosure Requirements, which further refines disclosure requirements to improve consistency and comparability. This standard is effective for fiscal years beginning after December 15, 2025. The Company is evaluating the impact of this guidance. In July 2025, the FASB issued ASU No. 2025-07, Leases (Topic 842): Disclosures about Leasing Arrangements, which enhances qualitative and quantitative lease disclosures. This guidance is effective for fiscal years beginning after December 15, 2026. The Company does not expect the adoption to have a material effect on its consolidated financial statements. 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. 8 Note 4 – Debt Promissory Notes Payable and Promissory Notes Payable - Related Party 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 into 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 year ended December 31, 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 the 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 1,010,402 shares of common stock were issued to related party in connection with the agreement of the holder to extend the maturity date of a $ 100,000 note. The outstanding principal balance was $ 250,000 as of December 31, 2023. Accrued interest at December 31, 2023, these notes totaled $ 19,880 . During the year ended December 31, 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 exchanged by a new convertible note. ● 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 the noteholder. The noteholder was issued a 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 the noteholder. The noteholder was issued a 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. 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 1,845 shares of common stock in compliance with the MFN terms. During the nine months ended September 30, 2025, the note was extended to July 31, 2025, on April 1, 2025, and to October 31, 2025, on July 31, 2025 , increasing principal to $ 55,796 . A total of 2,090 shares of common stock were issued as additional consideration for the note extensions. The outstanding principal balance was $ 55,796 as of September 30, 2025. Accrued interest as of September 30, 2025, was $ 6,520 . 9 ● 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 beared interest of 8 %. On September 30, 2024, these notes were consolidated into a new note with increase in principal to $ 733,436 , increase of interest rate from 8 % to 10 % and 6 -months term. A total of 32,882 shares of common stock were issued to a related party in connection with the consolidation and extension agreement. During the nine months ended September 30, 2025, the note was extended to July 31, 2025, on April 1, 2025, and to October 31,2025, on July 31, 2025 , increasing principal to $ 887,458 . A total of 32,882 shares of common stock were issued as additional consideration for the note extensions. The outstanding principal balance was $ 887,458 as of September 30, 2025. Accrued interest as of September 30, 2025, was $ 89,359 . 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 year ended December 31, 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 year ended December 31, 2024, the note was partially repaid in the amount of $ 150,000 . The remaining principal in the amount of $ 75,000 and accrued interest in the amount of $ 32,551 were exchanged into a new promissory note. The new short-term promissory note in the amount of $ 107,551 beared interest of 10 %. The outstanding principal balance was $ 107,551 as of September 30, 2024. During the year ended December 31, 2024, the note was extended to March 31, 2025 , increasing principal to $ 139,817 . A total of 10,093 shares of common stock were issued as additional consideration for the note extensions. During the nine months ended September 30, 2025, the note was extended to July 31, 2025, on April 1, 2025 and to October 31, 2025 on July 31, 2025 , increasing principal to $ 169,178 . A total of 6,281 shares of common stock were issued as additional consideration for the note extensions. The outstanding principal balance was $ 169,178 as of September 30, 2025. Accrued interest as of September 30, 2025, was $ 17,524 . During the year ended December 31, 2024, short-term promissory note in the amount of $ 99,098 was issued to the related party. The note bears interest of 10 %. During the nine months ended September 30, 2025, the note was extended to July 31, 2025, on April 1, 2025 and to October 31, 2025 on July 31, 2025 , increasing principal to $ 119,909 . A total of 4,359 shares of common stock were issued as additional consideration for the note extensions. The outstanding principal balance was $ 119,909 as of September 30, 2025. Accrued interest as of September 30, 2025, was $ 8,531 . 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 had a 1 -year term, beared interest of 9 % and had 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 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 %. During the year ended December 31, 2024, conditions of the issued note were amended under the Most Favored Nation (MFN) provision (see below). 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 3,032 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; 10 (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 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 186,337 shares of common stock were issued according to the note agreements or as additional consideration for the note amendments. On April 1, 2025, the notes were extended to July 31, 2025, increasing the principal to $ 3,734,042 . A total of 54,316 shares of common stock were issued as additional consideration for the note extension. On July 31, 2025, the notes were extended to October 31, 2025, increasing principal to $ 4,107,447 . A total of 100,127 shares of common stock were issued as additional consideration for the note extensions. As of September 30, 2025, total principal and accrued interest on these six notes totalled $ 4,107,447 and $ 507,366 , respectively. Conditions 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 $ 107,882 , increase of interest rate from 7.5 % to 10 % and extended until October 31, 2025. Additionally, the Company issued 3,567 shares of common stock in compliance with the MFN terms and 4,050 shares of common stock were issued as additional consideration for the note extension. Accrued interest as of September 30, 2025, was $ 13,025 . During 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 48,098 shares of common stock in compliance with the MFN terms. On April 1, 2025, the notes were extended to July 31, 2025, increasing principal to $ 1,152,052 (of which $ 694,992 was with the related parties). A total of 17,127 shares of common stock were issued as additional consideration for the note extension. On July 31, 2025, the notes were extended to October 31, 2025, increasing the principal to $ 1,267,257 (of which $ 764,491 was with the related parties). A total of 30,356 shares of common stock were issued as additional consideration for the note extensions. Accrued interest as of September 30, 2025, was $ 149,454 . During the nine months ended September 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. On April 1,2025, 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. On July 31, 2025, the notes were extended to October 31, 2025, increasing principal to $ 127,050 (of which $ 96,800 with the related parties), A total of 2,898 shares of common stock were issued as additional consideration for the note extensions. Accrued interest as of September 30, 2025, was $ 7,247 . ● 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 bear 10 % interest per annum. On July 31, 2025, the notes were extended to October 31, 2025 , increasing principal to $ 269,500 (of which $ 55,000 with the related party). A total of 6,029 shares of common stock were issued as additional consideration for the note extensions. Accrued interest as of September 30, 2025, was $ 10,628 . ● The company entered into five short-term convertible promissory note agreements in the aggregate amount of $ 190,721 , of which $ 65,721 with the related party. The Convertible Notes bear 10 % interest per annum. Conditions of three notes were amended under the Most Favored Nation (MFN) provision resulting in increase in principal to $ 202,293 (of which $ 67,293 with the related party). Additionally, the Company issued 2,778 shares of common stock in compliance with the MFN terms. Accrued interest as of September 30, 2025, was $ 2,546 . Scheduled maturities of debt remaining as of September 30, 2025, for each respective fiscal year end are as follows: Schedule of Maturities of Debt 2025 7,313,770 Total $ 7,313,770 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 remaining balance of $ 36,254 under these lease agreements was written off as of September 30, 2025. 11 Note 6 - Capital Stock On January 16, 2025, the Company filed a Certificate of Amendment with the Secretary of State of Delaware to effect a reverse stock split of the issued and outstanding shares of its common stock at a ratio of one share for every 5 shares outstanding prior to the effective date of the reverse stock split. The reverse stock split became effective on January 24, 2025. The total number of authorized shares of common stock was reduced from 4,500,000,000 shares to 100,000,000 shares. The par value of the class Common Stock will remain the same at $ 0.001 per share. The 10,000,000 authorized shares of the Corporation’s preferred stock, par value $ 0.001 per share will not change. 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, 2025, and December 31, 2024, there were 10,000,000 shares of preferred stock authorized, and 0 shares issued and outstanding. Common Stock The Company has authorized 100,000,000 shares of common stock, with 2,925,440 and 2,586,982 shares issued and outstanding at September 30, 2025 and December 31, 2024. During the nine months ended September 30, 2025, the Company issued 73,118 shares of common stock for services valued at $ 595,415 and 265,340 shares of common stock for note modification. 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. 12 Note 7 - Stock Options and Warrants Warrants As of September 30, 2025, the Company had no warrant securities outstanding. A summary of all warrant activity for the nine months ended September 30, 2025, 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, 2024 49,446 $ 5.77 0.70 Granted - - - Exercised - - - Cancelled - - - Expired ( 49,446 ) 5.77 - Balance outstanding at September 30, 2025 - $ - - Exercisable at September 30, 2025 - $ - - Options Stock 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 nine months ended September 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 September 30, 2025, and changes during the year then ended, is presented below: Schedule of Stock Option Activity Under Equity Incentive Plan Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance outstanding at December 31, 2024 560,000 $ 1.55 2.94 Granted 6,000 7.50 9.83 Exercised - - - Forfeited - - - Cancelled or expired - - - Balance outstanding at September 30, 2025 566,000 $ 1.61 2.27 Exercisable at September 30, 2025 6,000 $ 7.50 9.38 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. 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. As of September 30, 2025, all outstanding awards have been granted under the Plan. Note 8 – Earnings Per Share Earnings per share calculations are performed in accordance with ASC 260, ‘Earnings Per Share’. Basic earnings per share is calculated using the weighted average number of common shares issued and outstanding during the period, which were 2,699,784 and 2,314,020 for the nine months ended September 30, 2025, and September 30, 2024, respectively. Diluted earnings per share includes the dilutive effect of potential common shares, such as those issuable under convertible debt agreements, stock options, warrants, and preferred stock, unless their inclusion is anti-dilutive. For the nine months ended September 30, 2025, and September 30, 2024, approximately 0 and 285,728 potential common shares, respectively, were excluded from the diluted earnings per share calculation due to the Company’s reported net losses, as their inclusion would have reduced the loss per share, rendering them anti-dilutive. The determination of anti-dilution was based on the application of the treasury stock method for options and warrants and the if-converted method for convertible debt and preferred stock, as applicable. 13 Note 9 - Segment Information The Company operates and manages its business as one operating and reportable segment, which is the business of renewable energy focused on the extraction, refinement and distribution of technical minerals in an environmentally responsible manner. The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. The Company’s measure of segment profit or loss is net income. For purposes of evaluating performance and allocating resources, the CODM reviews the financial information and evaluates net income against comparable prior periods and the Company’s forecast. For the fiscal nine months ended September 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 Nine Months Ended Nine Months Ended September 30, September 30, 2025 2024 General and administrative Wages and related $ ( 1,080,006 ) $ ( 469,523 ) Office operations ( 161,601 ) ( 276,531 ) Professional services ( 263,645 ) ( 437,521 ) Other operating expenses ( 3,942 ) ( 32,270 ) Total operating expenses ( 1,509,194 ) ( 1,215,845 ) Other Expenses / Income Gain (loss) on extinguishment of debt ( 990,109 ) ( 516,083 ) Fair value of stock issued for note modification ( 1,273,659 ( 14,382 ) Interest expense ( 510,810 ) ( 295,572 ) Total other expenses / income ( 2,774,578 ) ( 826,037 ) Net Income (Loss) $ ( 4,283,772 ) $ ( 2,041,882 ) Note 10 - Subsequent Events ● On October 23, 2025, the Company issued a convertible promissory note to a related party for the principal amount of $ 200,000 for Accrued Payroll. ● On October 23, 2025, the Company issued a convertible promissory note to a related party for the principal amount of $ 34,200 for Accrued Expenses. ● On October 31, 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 January 31, 2026 . 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 196,557 shares, and the aggregate principal increase was $ 731,377 . ● On October 31, 2025, two convertible promissory notes with original maturity dates of January 31, 2026 , and outstanding principal of $ 200,000 and $ 34,200 , respectively, received terms consistent with the extension agreements, including a 10 % increase in principal (aggregate amount of $ 23,420 ) and 4,811 and 823 additional shares of common stock, respectively, pursuant to a Most Favored Nation clause. The maturity date of the notes remains January 31, 2026 . ● On November 4, 2025, the Company issued 14,740 shares of common stock to three (3) parties in exchange for services provided. 14 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis is intended to help you understand our results of operations and financial condition as of September 30, 2025 and for the nine months ended September 30, 2025 and 2024. This discussion and analysis is provided as a supplement to and should be read in conjunction with our condensed consolidated financial statements and the notes to those financial statements that are included elsewhere in this Quarterly Report on Form 10-Q. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under Part 1, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024. Cautionary Statement The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and the notes to those financial statements that are included elsewhere in this Quarterly Report on Form 10-Q. Our actual results may differ materially from those anticipated in the following discussion, as a result of a variety of risks and uncertainties, including those described under Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024. Forward-Looking Statements Certain statements contained herein constitute “forward-looking statements”. Except for the historical information contained herein, this Quarterly Report on Form 10-Q contains forward-looking statements (identified by the words “estimate,” “project,” “anticipate,” “plan,” “expect,” “intend,” “believe,” “hope,” “strategy” and similar expressions), which are based on our current expectations and speak only as of the date made. These forward-looking statements are subject to various risks, uncertainties and factors that could cause actual results to differ materially from the results anticipated in the forward-looking statements, including, without limitation, those discussed under Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on March 25, 2025 and those described herein that could cause actual results to differ materially from the results anticipated in the forward-looking statements. Factors That May Adversely Affect our Results of Operations Our results of operations may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, any ongoing effects of the Covid-19 pandemic, including resurgences and the emergence of new variants and geopolitical instability, such as the military conflict in Ukraine and the Middle East. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude, or the extent to which they may negatively impact our business. Objective The objective of our Management’s Discussion and Analysis of Financial Condition and Results of Operations is to provide users of our financial statements with the following: ● a narrative explanation from the perspective of management of our financial condition, results of operations, cash flows, liquidity and certain other factors that may affect future results; ● useful context to the financial statements; and ● information that allows assessment of the relationship between our past performance and future performance. This Management’s Discussion and Analysis is a supplement to, and should be read together with, our financial statements, including notes, referenced elsewhere in this report, and is provided to enhance your understanding of our operations and financial condition. Due to rounding, some parts of this discussion may not sum or calculate precisely to the totals and percentages provided in the tables. The following discussion and analysis provide information that our management believes is relevant to an assessment and understanding of our results of operations and financial condition and should be read in conjunction with the consolidated financial statements and footnotes that appear elsewhere in this Quarterly Report on Form 10-Q. 15 Overview and Outlook We are a U.S. based renewable energy company focused on the extraction, refinement and distribution of technical minerals in an environmentally responsible manner. We 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, we spent a portion of 2020 restructuring and retiring certain corporate debt and obligations and focusing on implementing a new operational direction. Through the corporate reorganization and repositioning process, we found ourselves with the unique opportunity to acquire mining claims that historically reported high levels of lithium and other technical minerals crucial to produce batteries used in many technology products and markets. We hired and affiliated ourselves with industry veterans that bring decades of experience, credibility and relationships. On November 5, 2021, we acquired the rights to 102 federal mining claims located in the Lisbon Valley of Utah for $100,000 plus the future payment of royalties based on a percentage of the net revenue from the sale of lithium produced from a portion of the mining property. The acquisition was driven by historical mineral data from seven existing wells with brine aquifer access. We are defined as an exploration stage issuer, under SEC Regulation S-K Item 1300. An independent third-party technical report indicated that further investment and development in the claims was warranted, although no determination has been made whether we have any reserves of minerals. Similarly, no determination has been made whether mineralization could be economically and legally produced or extracted. We have no mineral reserves as defined by Regulation S-K Item 1300 and have had no mining revenue to date. In July 2023, we acquired and staked additional lithium mining claims adjacent to our Lisbon Valley Project in Utah. The new claims have been registered with the BLM. We now own a total of 743 placer claims over 14,320 acres (approximately 22 square miles), comprised of the 102 original mining claims and 641 new claims. On April 25, 2023, we formed Mountain Sage Minerals, LLC, a Utah limited liability company. We plan to expand our holdings in the Lisbon Valley area with the acquisition of additional mineral claims and joint venture opportunities through this entity. On June 1, 2023, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Seaport Global Acquisition II Corp. (“SGII”) and Lithium Merger Sub, Inc., a wholly owned subsidiary of SGII. 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. As a result of the Merger Agreement, we would have become a wholly owned subsidiary of SGII. 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. We have been moving forward with our strategy of employing advanced brine extractive technology methodologies and have been in talks with numerous extraction providers. Selective mineral extraction is 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. We will need funding to support continuing operations and support our growth strategy and we will need to finance operations by offering any combination of equity offerings, debt financing, collaborations, strategic alliances or other licensing arrangements. There is no assurance we will be able to raise sufficient capital to finance our operations. Results of Operations Three months ended September 30, 2025, compared to three months ended September 30, 2024 Revenue For the three months ended September 30, 2025, and 2024, our company had no revenue. Operating Expenses General and administrative expenses for the three months ended September 30, 2025, were $293,140, a decrease of $212,879 or 42%, compared to $506,019 for the three months ended September 30, 2024. The decrease in operating expenses was mainly due to a decrease in professional fees. Gain (Loss) on Extinguishment During the three months ended September 30, 2025, our company recorded a loss on extinguishment of debt of $424,656. 16 Fair Value of Stock Issued for Note Modification During the three months ended September 30, 2025 and 2024, the Company recorded a fair value of stock issued for note modification of $863,651 and $0, respectively. Interest Expense Interest expense for the three months ended September 30, 2025, was $184,241, as compared to $121,245 during the three months ended September 30, 2024. Net Loss As a result of the foregoing, the net loss for the three months ended September 30, 2025, was $1,765,688 as compared to the net loss of $627,264 during the three months ended September 30, 2024. Nine months ended September 30, 2025, compared to nine months ended September 30, 2024 Revenue For the nine months ended September 30, 2025, and 2023, our company had no revenue. Operating Expenses General and administrative expenses for the nine months ended September 30, 2025, were $1,509,194, an increase of $293,349 or 24%, compared to $1,215,845 for the nine months ended September 30, 2024. The increase in operating expenses was mainly due to an increase in share-based compensation. Gain (Loss) on Extinguishment During the nine months ended September 30, 2025 and 2024, our company recorded a loss on extinguishment of debt of $990,109 and $516,083, respectively. Fair Value of Stock Issued for Note Modification During the nine months ended September 30, 2025 and 2024, the Company recorded a fair value of stock issued for note modification of $1,273,659 and $14,382, respectively. Interest Expense Interest expense for the nine months ended September 30, 2025, was $510,810, as compared to $295,572 during the nine months ended September 30, 2024. Net Loss As a result of the foregoing, the net loss for the nine months ended September 30, 2025, was $4,283,772 as compared to the net loss of $2,041,882 during the nine months ended September 30, 2024. Liquidity and Capital Resources We require cash to fund our operating expenses and working capital requirements, including outlays for capital expenditures. The accompanying consolidated financial statements have been prepared on a going concern basis. Our company had a net loss of $4,283,772 during the nine months ended September 30, 2025, had accumulated losses totaling $28,830,329, and a working capital deficit of $9,237,497 as of September 30, 2025. These factors, among others, indicate that our 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. Since we acquired our first mining claims in November 2021, we have faced an increasingly challenging liquidity situation that has limited our ability to execute our operating plan. Our company will need to raise additional financing in order to fund its operations for the next 12 months and to allow us to continue the development of its business plans and satisfy its obligations on a timely basis. Should additional financing not be available, we will have to negotiate with its lenders to extend the repayment dates of its indebtedness. There can be no assurance that our company will be able to successfully restructure its debt obligations in the event it fails to obtain additional financing. 17 Sources of additional capital through various financing transactions or arrangements with third parties may include equity or debt financing, bank loans or revolving credit facilities. We may not be successful in locating suitable financing transactions in the time period required or at all and we may not obtain the capital we require by other means. Unless we can attract additional investment, our operating as a going concern is in doubt. If we are unable to obtain sufficient amounts of additional capital, we may have to cease filing the required reports and cease operations completely. If we obtain additional funds by selling any of our equity securities or by issuing common stock to pay current or future obligations, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or the equity securities may have rights preferences or privileges senior to the common stock. Cash Flows from Operating Activities During the nine months ended September 30, 2025, our company used $483,456 of cash in operating activities as a result of our net loss of $4,283,772, offset by loss on debt settlement of $990,109, fair value of stock issued for note modification of $1,273,659, share-based compensation of $785,181, accrued interest of $494,766, and net changes in operating assets and liabilities of $256,601. During the nine months ended September 30, 2024, our company used $585,876 of cash in operating activities as a result of our net loss of $2,041,882, offset by loss on debt settlement of $516,083 and amortization of debt discount of $28,497, fair value of stock issued for note modification of $14,382, share-based compensation of $14,261, accrued interest of $219,910, and net changes in operating assets and liabilities of $662,783. Cash Flows from Investing Activities During the nine months ended September 30, 2025 and 2024, our company had no investing activities. Cash Flows from Financing Activities During the nine months ended September 30, 2025, financing activities provided $480,000 in proceeds from convertible notes. During the nine months ended September 30, 2024, financing activities provided $581,733, resulting from $135,000 in proceeds from convertible notes and $671,733 in proceeds from promissory notes, offset by repayment of promissory notes of $225,000. Item 3. Quantitative and Qualitative Disclosures about Market Risk Not required for smaller reporting companies. Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures David Graber, who serves as our Chief Executive Officer and Chairman of the Board, Sebastian Lux, who serves as our President and Chief Operating Officer and Agustin Cabo, who serves as our Chief Financial Officer and Principal Financial Officer (collectively referred to herein as “Senior Management”), evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2025. The term “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Senior Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. Based on its evaluation, Senior Management concluded as of September 30, 2025 that our disclosure controls and procedures were not effective due to the following material weaknesses in our internal control over financial reporting: ● We do not have controls designed to validate the completeness and accuracy of underlying data used in the determination of accounting transactions. Accordingly, we believe we have a material weakness because there is a reasonable possibility that a material misstatement to the interim or annual consolidated financial statements would not be prevented or detected on a timely basis. 18 ● We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act of 2002 which is applicable to us. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represents a material weakness. ● We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represents a material weakness. ● We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting. ● We do not have a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures. Notwithstanding the identified material weaknesses, Senior Management believes the consolidated financial statements included in this Quarterly Report on Form 10-Q fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP. Changes in Internal Controls Over Financial Reporting There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. However, Senior Management is currently seeking to improve our controls and procedures in an effort to remediate the deficiencies described above. 19 PART II – OTHER INFORMATION Item 1. Legal Proceedings None. Item 1A. Risk Factors In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the period ended December 31, 2024, as filed with the Securities and Exchange Commission on March 25, 2025. These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by any forward-looking statements contained in this Quarterly Report on Form 10-Q. As a “smaller reporting company” as defined by Item 10 of Regulation S-K, our company is not required to provide any additional information required by this Item. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The following information represents securities sold by our company during the period covered by this Quarterly Report and the subsequent period, which were not registered under the Securities Act. Included are sales of reacquired securities, as well as new issues, securities issued in exchange for property, services, or other securities, and new securities resulting from the modification of outstanding securities. All issuances were exempt under Section 4(a)(2) of the Securities Act unless otherwise noted. ● Issuance of Common Stock in Connection with Note Extensions: During the period, the Company issued an aggregate of 174,493 shares of common stock to certain noteholders of its promissory and convertible notes as part of extension agreements and a Most Favored Nation adjustment. These shares were issued in consideration for the extension of the maturity dates of certain notes to October 31, 2025, and the application of similar terms to three note pursuant to a Most Favored Nation clause. The issuances were exempt under Section 4(a)(2) of the Securities Act as they were private transactions not involving a public offering. ● Use of Proceeds: The Company did not receive any cash proceeds from the above issuances, as the shares were issued as consideration for the modification of outstanding securities. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures None. Item 5. Other Information None. 20 Item 6. Exhibits Exhibit Number Exhibit Description 3.1 Certificate of Incorporation, dated March 26, 2007 (incorporated by reference to the Company’s Registration Statement on Form S-1 filed on April 9, 2010). 3.2 Bylaws, as amended (incorporated by reference to the Company’s Registration Statement on Form S-1 filed on April 9, 2010). 3.3 Certificate of Amendment of Certificate of Incorporation, dated October 4, 2010 (incorporated by reference to the Company’s Current Report on Form 8-K filed on October 7, 2010). 3.4 Certificate of Amendment of the Certificate Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on March 1, 2018). 3.5 Certificate of Designation for Series A Preferred Shares (incorporated by reference to the Company’s Current Report on Form 8-K filed on August 23, 2022). 3.6 Certificate of Amendment of the Certificate Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on October 26, 2022). 3.7 Certificate of Amendment of the Certificate Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on August 8, 2023). 3.8 Certificate of Amendment of the Certificate Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on January 24, 2025). 4.1 Description of Securities (incorporated by reference to the Company’s Annual Report on Form 10-K filed on April 21, 2023). 10.1 Form of Note Amendment and Extension Agreement between the Company and investors (incorporated by reference to the Company’s Current Report on Form 8-K filed on April 16, 2024). 21.1 Subsidiaries of the Registrant.* 31.1* Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) 31.2* Certificate of Principal Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) 32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. 1350 32.2* Certificate of Principal Financial Officer Pursuant to 18 U.S.C. 1350 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith. 21 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. November 7, 2025 AMERICAN BATTERY MATERIALS INC. By: /s/ David E. Graber David E. Graber Chief Executive Officer (Principal Executive Officer) By: /s/ Agustin Cabo Agustin Cabo Chief Financial Officer (Principal Financial and Accounting Officer) 22