AMERICAN BATTERY MATERIALS, INC. 10-K

Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities. There is no established public trading market for our Common Stock. Our Common Stock is currently quoted on the OTC Markets Group’s Pink (Current Information) Open Market under the trading symbol “BLTH”. For the periods indicated, the following table sets forth the high and low bid prices per share of Common Stock based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. Fiscal Year 2024 High Bid Low Bid First Quarter $ 5.00 $ 1.75 Second Quarter $ 3.75 $ 1.25 Third Quarter $ 2.45 $ 0.16 Fourth Quarter $ 5.00 $ 1.35 Fiscal Year 2025 High Bid Low Bid First Quarter $ 8.50 $ 0.73 Second Quarter $ 7.98 $ 4.50 Third Quarter $ 7.25 $ 2.18 Fourth Quarter $ 7.00 $ 3.05 The last reported sales price of our common stock on the OTC Pink on March 18, 2026, was $3.75. All stock prices reflect the 1-for-300 reverse stock split effective as of December 8, 2023, and the 1-for-5 reverse stock split effective January 24, 2025 The market value of our common stock is susceptible to significant changes driven by fluctuations in our quarterly operational results, general market trends, and various external factors, many of which are outside our direct control. Additionally, broader market volatility, along with general economic, business, and political conditions, may adversely affect the market demand for our common stock, regardless of our actual or forecasted performance. Penny Stock Rules The Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). Our shares constitute penny stock under the Securities Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which: ● contains a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading; ● contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” price for the penny stock and the significance of the spread between the bid and ask price; ● contains a toll-free telephone number for inquiries on disciplinary actions; ● defines significant terms in the disclosure document or in the conduct of trading penny stocks; and ● contains such other information and is in such form (including language, type, size and format) as the SEC shall require by rule or regulation. 21 The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer: ● the bid and offer quotations for the penny stock; ● the compensation of the broker-dealer and its salesperson in the transaction; ● the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and ● monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities. Reports We are subject to certain filing requirements and will furnish annual financial reports to our stockholders, audited by our independent registered public accounting firm, and will furnish un-audited quarterly financial reports in our quarterly reports filed electronically with the SEC. All reports and information filed by us can be found at the SEC website, www.sec.gov. Issued and Outstanding Shares The Company’s certificate of incorporation authorizes 100,000,000 shares of common stock, par value $0.001; and 10,000,000 shares of preferred stock, par value $0.001. As of March 19, 2026, the Company had 3,727,085 shares of common stock, and 0 shares of preferred stock, issued and outstanding. Stockholders As 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. Dividend Policy The 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 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. Stock Transfer Agent and Warrant Agent The Company’s stock transfer agent is Transfer Online, 512 SE Salmon Street 2 nd Floor, Portland, OR 97214-3444. The Company acts as its own warrant agent for its outstanding warrants and maintains all records for its preferred shares. Recent Issuances of Unregistered Securities The following information represents securities sold by the Company during the period covered by this Annual 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. ● On January 15, 2025, the Company issued a convertible promissory note for the principal amount of $25,000. ● On February 10, 2025, the Company issued a convertible promissory note to a related party for the principal amount of $10,000. ● On February 11, 2025, the Company issued a convertible promissory note to a related party for the principal amount of $10,000. 22 ● On February 27, 2025, the Company issued a convertible promissory note to a related party for the principal amount of $10,000. ● On April 7, 2025, the Company issued a convertible promissory note to a related party for the principal amount of $50,000. ● On April 15, 2025, the Company issued 25,000 shares of common stock to a party in exchange for services provided. ● On April 15, 2025, the Company issued 25,000 shares of common stock to a party in exchange for services provided. ● On April 15, 2025, the Company issued 15,000 shares of common stock to a party in exchange for services provided. ● On April 21, 2025, the Company issued a convertible promissory for the principal amount of $25,000. ● On April 25, 2025, the Company issued a convertible promissory for the principal amount of $25,000. ● On May 6, 2025, the Company issued a convertible promissory note for the principal amount of $25,000. ● On May 8, 2025, the Company issued a convertible promissory note for the principal amount of $50,000. ● On May 19, 2025, the Company issued a convertible promissory note for the principal amount of $50,000. ● On June 5, 2025, the Company issued a convertible promissory note for the principal amount of $20,000. ● On August 1, 2025, a new convertible promissory note was issued to a related party, with a principal amount of $15,721.27 ● On August 6, 2025, a new convertible promissory note was issued to a non-related party, with a principal amount of $50,000 ● On August 6, 2025, a new convertible promissory note was issued to a non-related party, with a principal amount of $50,000 ● Between August 1, 2025, and August 6, 2025, the Company entered into extension agreements with certain noteholders of its promissory and convertible notes. Under the terms of these agreements, the maturity dates of the notes were extended to October 31, 2025. In consideration for the extensions, the noteholders received a 10% increase in the principal amount of their notes and additional shares of common stock. The total additional shares issued in connection with these extensions amounted to 171,715 shares, and the aggregate principal increase was $646,498 ● Most Favored Nation Adjustment: Three convertible promissory notes with original maturity dates of August 1, 2025, August 6, 2025 and August 6, 2025, and outstanding principal of $15,721.27, $50,000 and $50,000, respectively, received terms consistent with the extension agreements, including a 10% increase in principal and 378, 1,200 and 1,200 additional shares of common stock, respectively, pursuant to a Most Favored Nation clause. The maturity date of the notes is January 31, 2026. ● On 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. ● On August 28, 2025, a new convertible promissory note was issued to a Adam Lipson, with a principal amount of $50,000. ● On September 12, 2025, a new convertible promissory note was issued to a non-related party, with a principal amount of $25,000. ● 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. 23 ● 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. As of January 9, 2026, none of the promissory or convertible notes were in default. ● 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. As of January 9, 2026, none of the promissory or convertible notes were in default. ● On November 4, 2025, the Company issued 14,740 shares of common stock to three parties in exchange for services provided. ● On January 16, 2026, the Company issued 35,013 shares of common stock for exercise of stock options. ● On 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. ● On March 16, 2026, the Company issued 5,000 shares of common stock for services provided. ● On March 16, 2026, 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 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. The total additional shares issued in connection with these extensions amounted to 542,066 shares, and the aggregate principal increase was $1,045,346. ● On March 18, 2026, the Company issued a promissory note for the principal amount of $25,000. Shares Repurchased by the Registrant The Company did not purchase or repurchase any of its securities in the years ended December 31, 2025 and 2024. 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. 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. 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 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, 2025, regarding equity compensation plans under which the equity securities are authorized for issuance. Equity Plan Compensation Information Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available under equity compensation Plans Equity compensation plans approved by securities holders (1) 566,000 $ 1.55 234,000 Equity compensation plans not approved by security holders - $ - Total 566,000 $ 1.61 234,000 (1) Pursuant to the 2024 Equity Incentive Plan. Item 6. [Reserved]. 24