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Item 5. Market for Registrant’s Common Equity

2026-03-19 compared with 2025-03-25 · 107 added, 82 removed, 74 unchanged (72% of the section changed)

6 unchanged sentences

may not represent actual transactions.

Fiscal Year 2023

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

Fiscal Year 2024

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

last reported sales price of our common stock on the OTC Pink on March 18, 2026, was $3.75.

49 unchanged sentences

preferred stock, par value $0.001.

As of March 25, 2025, the Company had 2,586,982 shares of common stock, and 0 shares of preferred

stock, issued and outstanding.

As of March 19, 2026, the Company had 3,727,085 shares of common stock, and 0 shares of preferred stock,

issued and outstanding.

of March 19, 2026, the Company had approximately 765 record holders of its common stock.

This number does not include the number

of persons whose shares are in nominee or in “street name” accounts through brokers.

Company did not pay dividends during the years ended December 31, 2024, and 2023.

This number does not include the number of

persons whose shares are in nominee or in “street name” accounts through brokers.

Company did not pay dividends during the years ending December 31, 2025 and 2024.

The Company has never declared or paid any cash dividends

or distributions on our common stock and intends to retain future earnings, if any, to support our operations and to finance expansion.

or distributions on our common stock and intend to retain future earnings, if any, to support our operations and to finance expansion.

Therefore, it does not anticipate paying any cash dividends on the common stock in the foreseeable future.

1 unchanged sentence

Company’s stock transfer agent is Transfer Online, 512 SE Salmon Street 2 nd Floor, Portland, OR 97214-3444.

acts as its own warrant agent for its outstanding warrants and maintains all records for its preferred shares.

Company acts as its own warrant agent for its outstanding warrants and maintains all records for its preferred shares.

Issuances of Unregistered Securities

4 unchanged sentences

All issuances were exempt under Section 4(a)(2) of the Securities Act unless otherwise noted.

November 11, 2024, the Corporation issued 3,332 shares of Common Stock as compensation for services provided.

November 11, 2024, the Corporation issued 2,499 shares of Common Stock as compensation for services provided.

November 11, 2024, the Corporation issued 5,000 shares of Common Stock as compensation for services provided.

November 11, 2024, the Corporation issued 50,000 shares of Common Stock to a related party as compensation for services provided.

November 11, 2024, the Corporation issued 25,000 shares of Common Stock to a related party as compensation for services provided.

On November 11, 2024, the Corporation issued 71,879 shares of Common Stock to facilitate the extension of the maturity date of a convertible note.

On November 11, 2024, the Corporation issued 27,963 shares of Common Stock to facilitate the extension of the maturity date of a promissory note.

On November 11, 2024, the Corporation issued 87,642 shares of Common Stock to facilitate the extension of the maturity date of a convertible note.

On November 11, 2024, the Corporation issued 269,709 shares of Common Stock to facilitate the extension of the maturity date of a convertible note.

On November 11, 2024, the Corporation issued 125,808 shares of Common Stock to facilitate the extension of the maturity date of a convertible note.

On November 11, 2024, the Corporation issued 7,800 shares of Common Stock to facilitate the extension of the maturity date of a convertible note.

On November 11, 2024, the Corporation issued 52,000 shares of Common Stock to facilitate the extension of the maturity date of a convertible note.

On November 11, 2024, the Corporation issued 146,687 shares of Common Stock to a related party to facilitate the extension of the maturity date of a consolidation promissory note.

On November 11, 2024, the Corporation issued 66,225 shares of Common Stock to a related party in compliance with the Most Favored Nation (MFN) terms of a convertible note.

On November 11, 2024, the Corporation issued 63,466 shares of Common Stock to a related party in compliance with the Most Favored Nation (MFN) terms of a convertible note.

On November 11, 2024, the Corporation issued 48,202 shares of Common Stock in compliance with the Most Favored Nation (MFN) terms of a convertible note.

On November 11, 2024, the Corporation issued 9,223 shares of Common Stock to Brett Hawkin in compliance with the Most Favored Nation (MFN) terms of a promissory note.

On November 11, 2024, the Corporation issued 6,500 shares of Common Stock to a related party in compliance with the Most Favored Nation (MFN) terms of a convertible note.

On November 11, 2024, the Corporation issued 6,500 shares of Common Stock in compliance with the Most Favored Nation (MFN) terms of a convertible note.

On November 11, 2024, the Corporation issued 14,384 shares of Common Stock in compliance with the Most Favored Nation (MFN) terms of a convertible note.

On November 11, 2024, the Corporation issued 6,605 shares of Common Stock in compliance with the Most Favored Nation (MFN) terms of a convertible note.

On November 11, 2024, the Corporation issued 17,832 shares of Common Stock in compliance with the Most Favored Nation (MFN) terms of a convertible note.

On November 11, 2024, the Corporation issued 7,800 shares of Common Stock in compliance with the Most Favored Nation (MFN) terms of a convertible note.

On November 11, 2024, the Corporation issued 13,000 shares of Common Stock in compliance with the Most Favored Nation (MFN) terms of a convertible note.

Shares Repurchased by the Registrant

The Company did not purchase or repurchase any

of its securities in the years ended December 31, 2024, and 2023.

Securities Authorized for Issuance under Equity

Compensation Plans

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 33,334 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.

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

January 15, 2025, the Company issued a convertible promissory note for the principal amount of $25,000.

February 10, 2025, the Company issued a convertible promissory note to a related party for the principal amount of $10,000.

February 11, 2025, the Company issued a convertible promissory note to a related party for the principal amount of $10,000.

February 27, 2025, the Company issued a convertible promissory note to a related party for the principal amount of $10,000.

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.

May 6, 2025, the Company issued a convertible promissory note for the principal amount of $25,000.

May 8, 2025, the Company issued a convertible promissory note for the principal amount of $50,000.

May 19, 2025, the Company issued a convertible promissory note for the principal amount of $50,000.

June 5, 2025, the Company issued a convertible promissory note for the principal amount of $20,000.

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

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

August 1, 2025, and August 6, 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 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

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 is January 31, 2026.

August 27, 2025, the company issued the 171,715 shares related to the note extensions and the 2,778 shares related to the Most Favored

Nations clause.

August 28, 2025, a new convertible promissory note was issued to a Adam Lipson, with a principal amount of $50,000.

September 12, 2025, a new convertible promissory note was issued to a non-related party, with a principal amount of $25,000.

October 23, 2025, the Company issued a convertible promissory note to a related party for

the principal amount of $200,000 for Accrued Payroll.

October 23, 2025, the Company issued a convertible promissory note to a related party for

the principal amount of $34,200 for Accrued Expenses.

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.

As of January 9, 2026, none of the promissory or convertible notes were in default.

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

The maturity date of the notes remains January 31, 2026.

As of January 9, 2026, none of the promissory or convertible notes

were in default.

November 4, 2025, the Company issued 14,740 shares of common stock to three parties in exchange for services provided.

January 16, 2026, the Company issued 35,013 shares of common stock for exercise of stock options.

January 16, 2026, the Company issued 2,635 shares of common stock for services provided.

On February 23, 2026, the Company issued a promissory note for the principal

amount of $50,000.

March 16, 2026, the Company issued 5,000 shares of common stock for services provided.

March 16, 2026, the Company entered into extension agreements with certain noteholders of its promissory and convertible notes.

the terms of these agreements, the maturity dates of the notes were extended to June 30, 2026.

In consideration for the extensions,

the noteholders received a 12.5% increase in the principal amount of their notes and additional shares of common stock.

additional shares issued in connection with these extensions amounted to 542,066 shares, and the aggregate principal increase was

March 18, 2026, the Company issued a promissory note for the principal amount of $25,000.

Repurchased by the Registrant

Company did not purchase or repurchase any of its securities in the years ended December 31, 2025 and 2024.

Authorized for Issuance under Equity Compensation Plans

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 33,334 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

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.

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.

The Company records share-based payments under

the provisions of FASB ASC 718.

Stock based compensation expense is recognized over the requisite service period based on the grant date

fair value of the awards.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing

model on certain assumptions.

The Company estimated the expected volatility based on data used by peer groups of public companies.

expected term was estimated using the simplified method.

The risk-free interest rate assumption was determined using the equivalent U.S.

Generally, the Company issues stock options that vest over

three years and expire in 5 to 10 years.

Company records share-based payments under the provisions of FASB ASC 718.

Stock based compensation expense is recognized over the requisite

service period based on the grant date fair value of the awards.

The fair value of each option grant is estimated on the date of grant

using the Black-Scholes option-pricing model on certain assumptions.

The Company estimated the expected volatility based on data used

by peer group of public companies.

The expected term was estimated using the simplified method.

The risk-free interest rate assumption

was determined using the equivalent U.S.

Treasury bonds yield over the expected term.

The Company has never paid any cash dividends and does not anticipate paying any cash dividends

in the foreseeable future.

Therefore, the Company assumed an expected dividend yield of zero.

The following table sets forth information as

of December 31, 2024, regarding equity compensation plans under which the equity securities are authorized for issuance.

Equity Plan Compensation Information

The Company has never paid any cash dividends and

does not anticipate paying any cash dividends in the foreseeable future.

Therefore, the Company assumed an expected dividend yield of

following table sets forth information as of December 31, 2025, regarding equity compensation plans under which the equity securities

are authorized for issuance.

Plan Compensation Information

options, warrants

compensation plans approved by securities holders (1)

compensation plans not approved by security holders

Pursuant to the 2024 Equity Incentive Plan.

to the 2024 Equity Incentive Plan.

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

What changed 10-K

Item 5. Market for Registrant’s Common Equity