AMERICAN BATTERY MATERIALS, INC. 10-K

Item 8. Financial Statements and Supplementary Data. Index to Consolidated Financial Statements AMERICAN BATTERY MATERIALS INC. December 31, 2025 and 2024 Page Report of Independent Registered Public Accounting Firm (PCAOB ID 6580 ) 29 Consolidated Balance Sheets as of December 31, 2025 and 2024 31 Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 32 Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2025 and 2024 33 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 34 Notes to Consolidated Financial Statements for the years ended December 31, 2025 and 2024 35 28 Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of American Battery Materials, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of American Battery Materials, Inc. (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the years then ended and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Going Concern Considerations The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses since inception and has not achieved profitable operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 29 Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. I. Accounting for Convertible Notes Critical Audit Matter Description As discussed in Note 4 to the consolidated financial statements, the Company issued multiple convertible notes during 2025, which contained embedded features. Under ASC 815, Derivatives and Hedging , management is required to assess whether these embedded features should be bifurcated and accounted for separately as derivative liabilities. The auditing of the Company’s convertible notes involved especially challenging auditor judgment due to the complexity of the embedded features and the application of complex accounting guidance and consideration of various terms and conditions within the convertible note agreements. Audit Response Our audit procedures to address the accounting of the convertible notes included the following, among others: - We obtained and read the terms and conditions of all convertible notes issued to understand the various features associated with the convertible notes. - We assessed whether the embedded features met the bifurcation criteria under ASC 815, including the evaluation of whether these features were clearly and closely related to the debt host. - We evaluated management’s application of ASC 815-15 and ASC 480 to determine whether the identified embedded features should be classified as derivatives and assessed the appropriateness of their conclusions. - We evaluated the competency and objectivity of management’s expert engaged by the Company to assist in the accounting analysis of the convertible notes. March 19, 2026 GreenGrowth CPAs We have served as the Company’s auditor since 2023. Los Angeles, California PCAOB ID Number 6580 30 AMERICAN BATTERY MATERIALS INC. Consolidated Balance Sheets December 31, December 31, 2025 2024 Assets Current assets Cash $ 3,480 $ 12,896 Prepaid expenses and other assets 186,885 104,073 Total current assets 190,365 116,969 Noncurrent assets Mineral claims 206,000 206,000 Total assets $ 396,365 $ 322,969 Liabilities and Stockholders’ Deficit Current Liabilities: Accounts payable $ 293,029 $ 399,631 Accrued expenses 1,070,492 826,688 Accrued interest 1,016,424 317,434 Promissory notes payable, net of discount 322,472 185,929 Promissory notes payable – related party 1,043,103 832,534 Convertible notes payable, net of discount 5,607,630 3,899,253 Convertible notes payable – related party 1,339,563 631,811 Current capital lease obligation - 36,254 Total current liabilities 10,692,713 7,129,534 Total Liabilities 10,692,713 7,129,534 Stockholders’ deficit Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding - - Common stock, $ 0.001 par value, 100,000,000 shares authorized, 3,142,371 and 2,586,982 shares issued and outstanding, respectively 3,142 2,586 Additional paid in capital 20,657,631 17,737,406 Accumulated deficit ( 30,957,121 ) ( 24,546,557 ) Total stockholders’ deficit ( 10,296,348 ) ( 6,806,565 ) Total liabilities and stockholders’ deficit $ 396,365 $ 322,969 The accompanying notes are an integral part of the consolidated financial statements. 31 AMERICAN BATTERY MATERIALS INC. Consolidated Statements of Operations Year Ended Year Ended December 31, December 31, 2025 2024 Operating Expenses General and administrative $ 1,863,256 $ 1,568,707 Total operating expenses 1,863,256 1,568,707 Operating loss ( 1,863,256 ) ( 1,568,707 ) Other Expenses / Income Gain (loss) on extinguishment of debt ( 1,744,906 ) ( 1,842,273 ) Fair value of stock issued for note modification ( 2,082,423 ) ( 449,660 ) Interest expense ( 719,979 ) ( 446,278 ) Total other expenses / income ( 4,547,308 ) ( 2,738,211 ) Income (loss) from operations before income taxes ( 6,410,564 ) ( 4,306,918 ) Provision for income taxes - - Net Income (Loss) $ ( 6,410,564 ) $ ( 4,306,918 ) Net loss per share – basic and diluted $ ( 2.30 ) $ ( 1.81 ) Weighted average common shares – basic and diluted 2,806,083 2,377,691 The accompanying notes are an integral part of the consolidated financial statements. 32 AMERICAN BATTERY MATERIALS INC. Consolidated Statements of Changes in Stockholders’ Deficit Years Ended December 31, 2025 and 2024 Shares Amount Shares Amount Capital Deficit Equity/(Deficit) Preferred stock Common stock Additional Paid in Accumulated Total Stockholders’ Shares Amount Shares Amount Capital Deficit Equity/(Deficit) Balance as of December 31, 2023 - $ - 2,275,367 $ 2,275 $ 17,220,471 $ ( 20,239,639 ) $ ( 3,016,893 ) Shares issued for services - - 35,444 35 53,250 - 53,285 Shares issued for note modification - - 276,171 276 449,384 - 449,660 Share-based compensation - - - - 14,301 - 14,301 Net loss - - - - - ( 4,306,918 ) ( 4,306,918 ) Balance as of December 31, 2024 - $ - 2,586,982 $ 2,586 $ 17,737,406 $ ( 24,546,557 ) $ ( 6,806,565 ) Balance as of December 31, 2024 - $ - 2,586,982 $ 2,586 $ 17,737,406 $ ( 24,546,557 ) $ ( 6,806,565 ) Shares issued for services - - 87,858 88 605,602 - 605,690 Shares issued for note modification - - 467,531 468 2,081,955 - 2,082,423 Share-based compensation - - - - 232,668 - 232,668 Net loss - - - - - ( 6,410,564 ) ( 6,410,564 ) Balance as of December 31, 2025 - $ - 3,142,371 $ 3,142 $ 20,657,631 $ ( 30,957,121 ) $ ( 10,296,348 ) The accompanying notes are an integral part of the consolidated financial statements. 33 AMERICAN BATTERY MATERIALS INC. Consolidated Statements of Cash Flows Year Ended Year Ended December 31, December 31, 2025 2024 Cash Flows from Operating Activities Net loss $ ( 6,410,564 ) $ ( 4,306,918 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock based compensation 838,358 67,586 Accrued interest 698,990 364,879 Gain (loss) on extinguishment of debt 1,744,906 1,842,273 Fair value of stock issued for note modification 2,082,423 449,660 Amortization of debt discount - 28,497 Changes in operating assets and liabilities: Prepaid expenses and other assets ( 82,812 ) 39,129 Accounts payable and accrued expenses 629,283 764,583 Net cash used in operating activities ( 499,416 ) ( 750,311 ) Cash Flows from Investing Activities: Net cash provided by (used in) investing activities - - Cash Flows from Financing Activities Proceeds from convertible notes 345,000 105,000 Proceeds from convertible notes – related party 135,000 105,000 Proceeds from promissory notes - 770,831 Proceeds from promissory notes – related party 10,000 - Repayment of promissory notes - ( 225,000 ) Net cash provided by financing activities 490,000 755,831 - Net increase (decrease) in cash ( 9,416 ) 5,520 Cash, beginning of period 12,896 7,376 Cash, end of period $ 3,480 $ 12,896 Supplemental disclosures: Interest paid $ - $ - Supplemental disclosures of non-cash items: Accounts payable and accrued payable exchanged for convertible note $ 234,200 $ 440,129 The accompanying notes are an integral part of the consolidated financial statements. 34 AMERICAN BATTERY MATERIALS INC. Notes to Consolidated Financial Statements For the Years Ended December 31, 2025 and 2024 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. On November 5, 2021, the Company 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 ( 2 %) from the sale of all minerals produced from this portion of the mining property. 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. Note 2 - Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis. The Company had a net loss of $ 6,410,564 during the year ended December 31, 2025, has accumulated losses totaling $ 30,957,121 , and has a working capital deficit of $ 10,502,348 as of December 31, 2025. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. 35 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. The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated. 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 3 three and seven years . Expenditures for repairs and maintenance are charged to expense as incurred. Impairment of Long-lived Assets Long-lived assets, such as property and equipment and intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount to the estimated future undiscounted cash flows expected to be generated by the asset group. If it is determined that an asset group is not recoverable, an impairment charge is recognized for the amount by which the carrying amount of the asset group exceeds its fair value. Mineral Rights and Properties The Company capitalizes acquisition costs until the Company determines the economic viability of the property. Since the Company does not have proven and probable reserves as defined by Securities and Exchange Commission (“SEC”) Regulation S-K Item 1300, exploration expenditures are expensed as incurred. The Company expenses mineral lease costs and repair and maintenance costs as incurred. The Company reviews the carrying value of our properties for impairment, including mineral rights, upon the occurrence of events or changes in circumstances that indicate the related carrying amounts may not be recoverable. During the period ending December 31, 2023, the Company took action to expand on its rights to 102 federal mining claims located in the Lisbon Valley of Utah that it purchased on November 5, 2021, for $ 100,000 , plus the future payment of royalties based on a percentage of the net revenue ( 2 %) from the sale of all minerals produced from this portion of the mining property. 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 years ended December 31, 2025 and 2024. 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. 36 As of December 31, 2025 and 2024, there were approximately 192,672 and 63,236 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 years ended December 31, 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 years ended December 31, 2025 and 2024. 37 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 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. We will adopt ASU 2023-09 in our Annual Report on Form 10-K for the fiscal year ending December 31, 2026. We are currently evaluating the impacts of the improvements to income tax disclosure. 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. 38 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. In November 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The amendments clarify and reorganize existing interim reporting guidance, including the scope of Topic 270 and interim disclosure requirements, and introduce a disclosure principle requiring entities to disclose material events or changes occurring since the most recent annual reporting period. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-11 on its consolidated financial statements and related disclosures. In December 2025, the FASB issued ASU 2025-12, Accounting Standards Codification Improvements, which clarifies guidance and makes minor improvements across various topics, including earnings per share, receivables, revenue, income taxes, and equity. This ASU is effective for annual periods beginning after December 15, 2026, and interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and disclosures. 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. 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 $ 10,682 were forgiven by the noteholder. The noteholder was issued a new convertible note in exchange. 39 ● 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 650 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 year ended December 31, 2025, the note was extended to July 31, 2025, on April 1, 2025, to October 31, 2025, on July 31, 2025, and to January 31, 2026, on October 31, 2025 , increasing principal to $ 61,376 . A total of 3,598 shares of common stock were issued as additional consideration for the note extensions. The outstanding principal balance was $ 61,376 as of December 31, 2025. Accrued interest as of December 31, 2025, was $ 8,040 . The loss generated by the note extensions during Q4 2025 was $ 5,580 , during 2025 was $ 15,263 . ● 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 December 31, 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 29,338 shares of common stock were issued to a related party in connection with the consolidation and extension agreement. During the year ended December 31, 2025, the note was extended to July 31, 2025, on April 1, 2025, to October 31, 2025, on July 31, 2025, and to January 31, 2026, on October 31, 2025 , increasing principal to $ 976,204 . A total of 56,510 shares of common stock were issued as additional consideration for the note extensions. During the quarter ended December 31, 2025, the noteholder sold the total of $ 145,000 of the value of his promissory note to two noteholders, of which $ 70,000 to the related party. The outstanding principal balance was $ 831,204 as of December 31, 2025. Accrued interest as of December 31, 2025, was $ 111,709 . The loss generated by the note extensions during Q4 2025 was $ 88,746 , during 2025 was $ 242,767 . 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 5,667 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 4,500 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 5,593 shares of common stock were issued as additional consideration for the note extensions. During the year ended December 31, 2025, the note was extended to July 31, 2025, on April 1, 2025, to October 31, 2025 on July 31, 2025, and to January 31, 2026, on October 31, 2025 , increasing principal to $ 186,096 . A total of 10,797 shares of common stock were issued as additional consideration for the note extensions. The outstanding principal balance was $ 186,096 as of December 31, 2025. Accrued interest as of December 31, 2025, was $ 22,134 . The loss generated by the note extensions during Q4 2025 was $ 16,918 , during 2025 was $ 46,279 . 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 year ended December 31, 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 . On September 30, 2025, the noteholder sold $ 75,000 of the value of his promissory note to another related party. On October 31, 2025, the note was extended to January 31, 2026 , increasing principal to $ 49,399 . A total of 5,651 shares of common stock were issued as additional consideration for the note extensions. The outstanding principal balance was $ 49,399 as of December 31, 2025. Accrued interest as of December 31, 2025, was $ 9,755 . The loss generated by the note extensions during Q4 2025 was $ 4,491 , during 2025 was $ 25,301 . During the year ended December 31, 2025, the Company entered into 4 promissory note agreements in the aggregate amount of $ 230,000 , of which $ 155,000 with the related parties. The notes bear 10 % interest per annum. One (1) note was extended to January 31, 2026 , increasing principal to $ 82,500 . A total of 1,816 shares of common stock were issued as additional consideration for the note extension. All notes are due on January 31, 2026. The outstanding principal balance was $ 237,500 as of December 31, 2025. Accrued interest as of December 31, 2025, was $ 3,916 . The loss generated by the note extensions during Q4 2025 and 2025 was $ 7,500 . 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). 40 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; (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 186,485 shares of common stock were issued according to the note agreements or as additional consideration for the note amendments. During the year ended December 31, 2025, the notes were extended to July 31, 2025, on April 1, 2025, to October 31, 2025 on July 31, 2025, and to January 31, 2026, on October 31, 2025, increasing principal to $ 4,518,191 . A total of 266,052 shares of common stock were issued as additional consideration for the note extensions. As of December 31, 2025, total principal and accrued interest on these six notes totalled $ 4,518,191 and $ 619,294 , respectively. The loss generated by the note extensions during Q4 2025 was $ 410,745 , during 2025 was $ 1,123,607 . 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 $ 118,670 , increase of interest rate from 7.5 % to 10 % and extended until January 31, 2026. Additionally, the Company issued 3,567 shares of common stock in compliance with the MFN terms and 8,275 shares of common stock were issued as additional consideration for the note extensions. Accrued interest as of December 31, 2025, was $ 15,965 . The loss generated by the note extension during Q4 2025 was $ 10,788 , during 2025 was $ 29,511 . 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 1,430 shares of common stock according to the note agreements and 48,098 shares of common stock in compliance with the MFN terms. During the year ended December 31, 2025, the notes were extended to July 31, 2025, on April 1, 2025, to October 31, 2025 on July 31, 2025, and to January 31, 2026, on October 31, 2025, increasing principal to $ 1,393,983 (of which $ 840,940 was with the related parties). A total of 81,751 shares of common stock were issued as additional consideration for the note extensions. Accrued interest as of December 31, 2025, was $ 183,987 . The loss generated by the note extensions during Q4 2025 was $ 126,726 , during 2025 was $ 346,662 . During the year ended December 31, 2025: ● The company entered into five convertible promissory note agreements in the aggregate amount of $ 105,000 , of which $ 80,000 with the related parties. The Convertible Notes bear 10 % interest per annum. During the year ended December 31, 2025, the notes were extended to July 31, 2025, on April 1, 2025, to October 31, 2025 on July 31, 2025, and to January 31, 2026, on October 31, 2025, increasing principal to $ 139,755 (of which $ 106,480 was with the related parties). A total of 7,829 shares of common stock were issued as additional consideration for the note extensions. Accrued interest as of December 31, 2025, was $ 10,709 . The loss generated by the note extensions during Q4 2025 was $ 12,705 , during 2025 was $ 34,755 . ● 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, and on October 31, 2025 to January 31, 2026 , increasing principal to $ 296,450 (of which $ 60,500 with the related party). A total of 12,812 shares of common stock were issued as additional consideration for the note extensions. Accrued interest as of December 31, 2025, was $ 17,972 . The loss generated by the note extensions during Q4 2025 was $ 26,950 , during 2025 was $ 51,450 . 41 ● The company entered into seven short-term convertible promissory note agreements in the aggregate amount of $ 424,921 , of which $ 299,921 with the related parties. The Convertible Notes bear 10 % interest per annum. Conditions of five notes were amended under the Most Favored Nation (MFN) provision resulting in increase in principal. Additionally, the Company issued 8,412 shares of common stock in compliance with the MFN terms. On October 31, 2025 the notes were extended to January 31, 2026. Note amendment under the MFN provision and note extensions resulted in increase in principal to $ 480,143 (of which $ 331,643 was with the related parties). A total of 4,961 shares of common stock were issued as additional consideration for the note extensions. Accrued interest as of December 31, 2025, was $ 12,944 . The loss generated by the note extensions during Q4 2025 was $ 43,649 , during 2025 was $ 55,221 . Scheduled maturities of debt remaining as of December 31, 2025, for each respective fiscal year end are as follows: Schedule of Maturities of Debt 2026 8,312,768 Total $ 8,312,768 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 December 31, 2025. 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. 42 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 December 31, 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 3,142,371 and 2,586,982 shares issued and outstanding at December 31, 2025 and December 31, 2024. During the year ended December 31, 2025, the Company issued 87,858 shares of common stock for services valued at $ 605,690 and 467,531 shares of common stock for note modification. During the year ended December 31, 2024, the Company issued 35,444 shares of common stock for services valued at $ 53,285 and 276,171 shares of common stock for note modification. Note 7 - Stock Options and Warrants Warrants As of December 31, 2025, the Company had no warrant securities outstanding. A summary of all warrant activity for the year ended December 31, 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 December 31, 2025 - $ - - Exercisable at December 31, 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 year ended December 31, 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. For the year ended December 31, 2025, the Company recognized stock-based compensation expense of $ 232,668 related to stock options. A summary of option activity under the Company’s Equity Incentive Plan as of December 31, 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 December 31, 2025 566,000 $ 1.61 2.02 Exercisable at December 31, 2025 192,667 $ 1.74 2.17 43 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 December 31, 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 2,806,083 and 2,377,691 for the year ended December 31, 2025, and December 31, 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 years ended December 31, 2025, and December 31, 2024, approximately 192,672 and 63,236 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. 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 year ended December 31, 2025, the CODM regularly receives and reviews the Company’s net income, and significant operating expenses categories, which are integral to the measure of operating performance. The significant expense categories include employee compensation, office operations and professional services. These expenses are presented below as they are included in the net income measure used by the CODM: Schedule of Segment Information Year Ended Year Ended December 31, December 31, 2025 2024 General and administrative Wages and related $ ( 1,359,879 ) $ ( 672,944 ) Office operations ( 165,685 ) ( 312,675 ) Professional services ( 333,750 ) ( 536,280 ) Other operating expenses ( 3,942 ) ( 46,808 ) Total operating expenses ( 1,863,256 ) ( 1,568,707 ) Other Expenses / Income Gain (loss) on extinguishment of debt ( 1,744,906 ) ( 1,842,273 ) Fair value of stock issued for note modification ( 2,082,423 ) ( 449,660 ) Interest expense ( 719,979 ) ( 446,278 ) Total other expenses / income ( 4,547,308 ) ( 2,738,211 ) Net Income (Loss) $ ( 6,410,564 ) $ ( 4,306,918 ) 44 Note 10 - Income Taxes Loss from operations before provision (benefit) for income taxes and associated tax provision (benefit) are summarized in the following table: Schedule of Loss from Operations Before Provision (Benefit) for Income Taxes and Associated Tax Provision (Benefit) Net Income (Loss) 2025 2024 Years ended December 31, Net Income (Loss) 2025 2024 Domestic $ ( 6,410,564 ) $ ( 4,306,918 ) Foreign - - Net Income (Loss) $ ( 6,410,564 ) $ ( 4,306,918 ) Current Federal $ - $ - State - - Foreign - - Total Current $ - $ - Deferred Federal $ 58,500 $ ( 998,912 ) State 11,143 ( 190,269 ) Foreign - - Total Deferred 69,643 ( 1,189,181 ) Less Increase in Allowance ( 69,643 ) 1,189,181 Net Deferred $ - $ - Total Income Tax Provision (Benefit) $ - $ - The significant components of the deferred tax assets and liabilities are summarized below: Schedule of Deferred Tax Assets and Liabilities 2025 2024 Years ended December 31, 2025 2024 Deferred Tax Assets (Liabilities): Net Operating Loss Carry-Forwards $ 5,146,492 $ 5,350,576 Depreciable and Amortizable Assets - ( 20,520 ) Stock Based Compensation 240,913 134,725 Amortization of debt discount 7,237 - Loss Reserve - 457 Accrued Compensation 166,597 133,163 Other - 32,481 Total 5,561,239 5,630,882 Less Valuation Allowance ( 5,561,239 ) ( 5,630,882 ) Net Deferred Tax Assets (Liabilities) $ - $ - At December 31, 2025 and 2024, the Company has available net operating loss carry-forwards for federal and state income tax purposes of approximately $ 18.5 million and $ 19.5 million, respectively. Of the federal net operating loss carryforward, $ 16.2 million, if not utilized earlier, expires through 2040 and $ 2.0 million will carry-forward indefinitely. Due to the uncertainty as to the Company’s ability to generate sufficient taxable income in the future and utilize the net operating loss carry-forwards before they expire, the Company has recorded a valuation allowance to fully offset the net operating loss carry-forwards, as well as the total net deferred tax assets. 45 Internal Revenue Code Section 382 (“Section 382”) imposes limitations on the availability of a company’s net operating losses and other corporate tax attributes as certain significant ownership changes occur. As a result of the historical equity instrument issuances by the Company, a Section 382 ownership change may have occurred and a study will be required to determine the date of the ownership change, if any. The amount of the Company’s net operating losses and other tax attributes incurred prior to any ownership change may be limited based on the Company’s value. A full valuation allowance has been established for the Company’s deferred tax assets, including net operating losses and any other corporate tax attributes. During the years ended December 31, 2025 and 2024, the Company had no unrecognized uncertain tax positions. The Company’s policy is to recognize interest accrued and penalties related to unrecognized uncertain tax positions in tax expense. The Company files income tax returns in the U.S. federal jurisdiction. The tax years 2022-2025 generally remain open to examination by the U.S. federal and state taxing authorities. A reconciliation of the income tax provision using the statutory U.S. income tax rate compared with the actual income tax provision reported on the consolidated statements of operations is summarized in the following table: Schedule of Reconciliation of Income Tax Provision Years ended December 31, 2025 2024 Statutory United States federal rate 21.00 % 21.00 % State income tax, net of federal benefit - 4.00 Change in valuation allowance 11.88 ( 27.61 ) Stock based compensation ( 16.27 ) 0.38 Permanent differences 0.53 - Tax rate differential between jurisdictions - - Other ( 17.14 ) 2.23 Foreign net operating loss adjustment - - Effective tax rate benefit (provision) ( 0.00 )% ( 0.00 )% Note 11 - Subsequent Events ● 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 . 46 Item 9. Changes In and Disagreements With Accountants On Accounting and Financial Disclosure. None.