AMERICAN BATTERY MATERIALS, INC. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41594 AMERICAN BATTERY MATERIALS INC. (Exact name of Registrant as specified in its charter) Delaware 22-3956444 (State or Other Jurisdiction of Incorporation or Organization) (IRS Employer Identification No.) 500 West Putnam Avenue , Suite 400 , Greenwich , CT 06830 (Address of principal executive offices) (Zip Code) 800 - 998-7962 (Registrant’s telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock BLTH N/A Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The number of shares of registrant’s common stock outstanding as of August 10, 2026: 3,789,585 . AMERICAN BATTERY MATERIALS INC. FORM 10-Q For the quarter ended June 30, 2026 INDEX PAGE PART I – FINANCIAL INFORMATION 1 Item 1. Financial Statements 1 Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 (Unaudited) 1 Consolidated Statements of Operations for the six months ended June 30, 2026 and 2025 (Unaudited) 2 Consolidated Statements of Changes in Stockholders’ Deficit for the six months ended June 30, 2026 and 2025 (Unaudited) 3 Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 (Unaudited) 4 Notes to Unaudited Consolidated Financial Statements 5 Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations 15 Item 3. Quantitative and Qualitative Disclosure About Market Risk 18 Item 4. Controls and Procedures 18 PART II – OTHER INFORMATION 19 Item 1. Legal Proceedings 19 Item 1A. Risk Factors 19 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 19 Item 3. Defaults Upon Senior Securities 19 Item 4. Mine Safety Disclosures 19 Item 5. Other Information 19 Item 6. Exhibits 19 SIGNATURES 20 i PART I - FINANCIAL INFORMATION Item 1. Financial Statements AMERICAN BATTERY MATERIALS INC. Condensed Consolidated Balance Sheets (Unaudited) June 30, December 31, 2026 2025 Assets Current assets Cash $ 5,704 $ 3,480 Prepaid expenses and other assets 100,000 186,885 Total current assets 105,704 190,365 Noncurrent assets Mineral claims 206,000 206,000 Total assets $ 311,704 $ 396,365 Liabilities and Stockholders’ Deficit Current Liabilities: Accounts payable $ 302,828 $ 293,029 Accrued expenses 1,289,530 1,070,492 Accrued interest 1,483,617 1,016,424 Promissory notes payable, net of discount 790,991 322,472 Promissory notes payable – related party 946,531 1,043,103 Convertible notes payable, net of discount 6,383,583 5,607,630 Convertible notes payable – related party 1,507,008 1,339,563 Total current liabilities 12,704,088 10,692,713 Total Liabilities 12,704,088 10,692,713 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, 3,789,585 and 3,142,371 shares issued and outstanding, respectively 3,789 3,142 Additional paid in capital 23,751,990 20,657,631 Accumulated deficit ( 36,148,163 ) ( 30,957,121 ) Total stockholders’ deficit ( 12,392,384 ) ( 10,296,348 ) Total liabilities and stockholders’ deficit $ 311,704 $ 396,365 The accompanying notes are an integral part of the condensed consolidated unaudited financial statements. 1 AMERICAN BATTERY MATERIALS INC. Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended Three Months Ended Six Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2026 2025 2026 2025 Operating Expenses General and administrative $ 717,939 $ 957,597 $ 1,097,901 $ 1,216,054 Total operating expenses 717,939 957,597 1,097,901 1,216,054 Operating loss ( 717,939 ) ( 957,597 ) ( 1,097,901 ) ( 1,216,054 ) Other Expenses / Income Gain (loss) on extinguishment of debt - ( 565,453 ) ( 1,045,346 ) ( 565,453 ) Fair value of stock issued for note modification - ( 410,008 ) ( 2,572,517 ) ( 410,008 ) Interest expense ( 245,694 ) ( 181,387 ) ( 475,278 ) ( 326,569 ) Total other expenses / income ( 245,694 ) ( 1,156,848 ) ( 4,093,141 ) ( 1,302,030 ) Income (loss) from operations before income taxes ( 963,633 ) ( 2,114,445 ) ( 5,191,042 ) ( 2,518,084 ) Provision for income taxes - - - - Net Income (Loss) $ ( 963,633 ) $ ( 2,114,445 ) $ ( 5,191,042 ) $ ( 2,518,084 ) Net loss per share – basic and diluted $ ( 0.26 ) $ ( 0.78 ) $ ( 1.42 ) $ ( 0.95 ) Weighted average common shares – basic and diluted 3,764,860 2,696,296 3,647,837 2,641,941 The accompanying notes are an integral part of the condensed consolidated unaudited financial statements. 2 AMERICAN BATTERY MATERIALS INC. Consolidated Statements of Changes in Stockholders’ Deficit Six months ended June 30, 2026 and 2025 (Unaudited) 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, 2024 - $ - 2,586,982 $ 2,586 $ 17,737,406 $ ( 24,546,557 ) $ ( 6,806,565 ) Shares issued for services 73,118 74 550,341 - 550,415 Shares issued for note modification 90,847 91 409,917 - 410,008 Share-based compensation - - - - 132,563 - 132,563 Net loss - - - - - ( 2,518,084 ) ( 2,518,084 ) Balance as of June 30, 2025 - $ - 2,750,947 $ 2,751 $ 18,830,227 $ ( 27,064,641 ) $ ( 8,231,663 ) Balance as of December 31, 2025 - $ - 3,142,371 $ 3,142 $ 20,657,631 $ ( 30,957,121 ) $ ( 10,296,348 ) Balance - $ - 3,142,371 $ 3,142 $ 20,657,631 $ ( 30,957,121 ) $ ( 10,296,348 ) Shares issued for services - - 70,135 70 379,162 - 379,232 Shares issued for note modification - - 542,066 542 2,571,975 - 2,572,517 Shares issued for options exercise - - 35,013 35 54,235 - 54,270 Share-based compensation - - - - 88,987 - 88,987 Net loss - - - - - ( 5,191,042 ) ( 5,191,042 ) Balance as of June 30, 2026 - $ - 3,789,585 $ 3,789 $ 23,751,990 $ ( 36,148,163 ) $ ( 12,392,384 ) Balance - $ - 3,789,585 $ 3,789 $ 23,751,990 $ ( 36,148,163 ) $ ( 12,392,384 ) The accompanying notes are an integral part of the condensed consolidated unaudited financial statements. 3 AMERICAN BATTERY MATERIALS INC. Condensed Consolidated Statements of Cash Flows (Unaudited) Six Months Ended Six Months Ended June 30, June 30, 2026 2025 Cash Flows from Operating Activities Net income (loss) $ ( 5,191,042 ) $ ( 2,518,084 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock based compensation 468,219 682,978 Accrued interest 467,193 315,978 Gain (loss) on extinguishment of debt 1,045,346 565,453 Fair value of stock issued for note modification 2,572,517 410,008 Changes in operating assets and liabilities: Prepaid expenses and other assets 86,885 4,073 Accounts payable and accrued expenses 228,836 183,388 Net cash used in operating activities ( 322,046 ) ( 356,206 ) Cash Flows from Investing Activities: Net cash provided by (used in) investing activities - - Cash Flows from Financing Activities Proceeds from convertible notes - 195,000 Proceeds from convertible notes – related party - 155,000 Proceeds from promissory notes 225,000 - Proceeds from promissory notes – related party 45,000 - Proceeds from options exercise 54,270 - Net cash provided by financing activities 324,270 350,000 - Net increase (decrease) in cash 2,224 ( 6,206 ) Cash, beginning of period 3,480 12,896 Cash, end of period $ 5,704 $ 6,690 Supplemental disclosures of cash flow information: Cash paid for interest $ - $ - Cash paid for income taxes $ - $ - Supplemental disclosures of non-cash financing activities: Promissory notes issued with no cash proceeds $ 856,354 $ - Common stock issued for note modification $ 2,572,517 $ - The accompanying notes are an integral part of the condensed consolidated unaudited financial statements. 4 AMERICAN BATTERY MATERIALS INC. Notes to Condensed Consolidated Financial Statements For the Six Months Ended June 30, 2026 and 2025 (Unaudited) Note 1 - Nature of the Business American Battery Materials Inc. (the “Company”) is a US based renewable energy company focused on the extraction, refinement and distribution of technical minerals in an environmentally responsible manner. 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 $ 5,191,042 during the six months ended June 30, 2026, has accumulated losses totaling $ 36,148,163 , and has a working capital deficit of $ 12,598,384 as of June 30, 2026. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. 5 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. These unaudited condensed consolidated interim financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q; accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The consolidated financial statements include the accounts of American Battery Materials, Inc. and its wholly owned subsidiary, Mountain Sage Minerals, LLC. All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, these interim financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results for the interim periods presented. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates and be based on events different from those assumptions. Future events and their effects cannot be predicted with certainty; estimating, therefore, requires the exercise of judgment. Thus, accounting estimates change as new events occur, as more experience is acquired, or as additional information is obtained. Property and Equipment Property and equipment are stated at cost less depreciation. Depreciation is provided using the straight-line method over the estimated useful life of the assets. Equipment has estimated useful lives between three 3 and seven years . Expenditures for ordinary 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 six months ended June 30, 2026 and 2025. 6 Earnings Per Share The Company presents basic and diluted earnings per share in accordance with ASC 260, “Earnings per Share.” Basic earnings per share reflect the actual weighted average of shares issued and outstanding during the period. Diluted earnings per share are computed including the number of additional shares that would have been outstanding if dilutive potential shares had been issued. In a loss period, the calculation for basic and diluted earnings per share is considered to be the same, as the impact of potential common shares is anti-dilutive. As of June 30, 2026 and 2025, there were approximately 533,987 and 47,446 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 six months ended June 30, 2026 and 2025 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. 7 The Company recognized $ 0 revenue during the six months ended June 30, 2026 and 2025. 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. 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, Income Statement (Reporting Comprehensive Income) Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This guidance requires public business entities to disaggregate certain income statement expense captions (such as cost of sales, selling, general and administrative, research and development, etc.) into specified categories in the footnotes. ASU 2025-01 (issued January 2025) clarified the effective dates This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company does not expect a material impact upon adoption. In April 2024, the FASB issued ASU No. 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which clarifies the requirements for determining whether the settlement of a convertible debt instrument should be accounted for as an induced conversion. This guidance is effective for annual periods beginning after December 15, 2025, including interim periods within those annual periods. The Company adopted the guidance prospectively as of January 1, 2026. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements. 8 In January 2025, the FASB issued ASU No. 2025-01, Income Statement (Reporting Comprehensive Income) Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This ASU solely clarifies the effective date of ASU 2024-03 (see above). The Company does not expect a material impact. In December 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 During the year ended December 31, 2025: One (1) promissory note agreement was extended to July 31, 2025, to October 31, 2025, and to January 31, 2026, increasing principal to $ 61,376 . A total of 3,598 shares of common stock were issued as additional consideration for the 2025 extensions. During the six months ended June 30, 2026, the note was extended to June 30, 2026, increasing principal to $ 69,048 . A total of 4,016 shares of common stock were issued as additional consideration for the extension. The loss generated by the note extension during 2026 was $ 7,672 , and during 2025 was $ 15,263 . The outstanding principal balance was $ 69,048 as of June 30, 2026. Accrued interest as of June 30, 2026, was $ 11,446 . The note issued to the related party was extended to July 31, 2025, to October 31, 2025, and to January 31, 2026, increasing principal to $ 976,204 . A total of 56,510 shares of common stock were issued as additional consideration for the 2025 extensions. During the quarter ended December 31, 2025, the noteholder sold $ 145,000 of the value of his promissory note to two noteholders, of which $ 70,000 was to a related party. The outstanding principal balance was $ 831,204 as of December 31, 2025. During the six months ended June 30, 2026, the note was extended to June 30, 2026, increasing principal to $ 901,354 . A total of 52,748 shares of common stock were issued as additional consideration for the extension. During the six months ended June 30, 2026, the noteholder sold $ 382,500 of the value of his promissory note to three noteholders, of which $ 30,000 was to a related party. The related party was issued a new promissory note for the remaining balance of his note of $ 473,854 . Accrued interest as of June 30, 2026, was $ 150,525 . The loss generated by the note extensions during 2026 was $ 100,150 , and during 2025 was $ 242,767 . The note holding the principal of $ 139,817 and issued to the holder not affiliated with the Company was extended to July 31, 2025, to October 31, 2025, and to January 31, 2026, increasing principal to $ 186,096 . A total of 10,797 shares of common stock were issued as additional consideration for the 2025 extensions. The outstanding principal balance was $ 186,096 as of December 31, 2025. During the six months ended June 30, 2026, the note was extended to June 30, 2026, increasing principal to $ 209,358 . A total of 12,048 shares of common stock were issued as additional consideration for the extension. Accrued interest as of June 30, 2026, was $ 32,460 . The loss generated by the note extension during 2026 was $ 23,262 , and during 2025 was $ 46,279 . The note issued to the related party was extended to July 31, 2025, and to October 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 2025 extensions. The outstanding principal balance was $ 49,399 as of December 31, 2025. During the six months ended June 30, 2026, the note was extended to June 30, 2026 , increasing principal to $ 55,574 . A total of 3,421 shares of common stock were issued as additional consideration for the extension. Accrued interest as of June 30, 2026, was $ 12,496 . The loss generated by the note extension during 2026 was $ 6,175 , and during 2025 was $ 25,301 . 9 The Company entered into 4 promissory note agreements in the aggregate amount of $ 230,000 , of which $ 155,000 was with related parties. One 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 extension. All notes were due on January 31, 2026. The outstanding principal balance was $ 237,500 as of December 31, 2025. During the six months ended June 30, 2026, the notes were extended to June 30, 2026, increasing principal to $ 267,188 . A total of 13,981 shares of common stock were issued as additional consideration for the extensions. Accrued interest as of June 30, 2026, was $ 17,094 . The loss generated by the note extensions during 2026 was $ 29,688 , and during 2025 was $ 7,500 . During the six months ended June 30, 2026, the Company entered into 9 promissory note agreements in the aggregate amount of $ 1,126,354 , of which $ 548,854 was with related parties. Of the total, $ 270,000 was received in cash and $ 856,354 was issued with no cash proceeds (re-issued or deducted from prior notes). The notes bear 10 % interest per annum. Two (2) notes were extended to June 30, 2026 , increasing principal from $ 80,000 to $ 90,000 . A total of 4,608 shares of common stock were issued as additional consideration for the extensions . Eight notes are due on June 30, 2026, one note is due on December 31, 2026 . The outstanding principal balance was $ 1,136,354 as of June 30, 2026 (of which $ 552,604 was with related parties ). Accrued interest as of June 30, 2026, was $ 13,227 . The loss generated by the note extensions during 2026 was $ 10,000 . Convertible Notes Payable and Convertible Notes Payable – Related Party 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 , an increase in interest rate from 7.5 % to 10 %, and extended until March 31, 2025. During the year ended December 31, 2025, the notes were extended to July 31, 2025, to October 31, 2025, and to January 31, 2026, increasing principal to $ 4,518,191 . A total of 266,052 shares of common stock were issued as additional consideration for the 2025 extensions. The outstanding principal balance was $ 4,518,191 as of December 31, 2025. During Q1 2026, one noteholder sold $ 525,000 of the value of his promissory note to another holder not affiliated with the Company. During the six months ended June 30, 2026, the notes were extended to June 30, 2026, increasing principal to $ 4,492,340 . A total of 266,298 shares of common stock were issued as additional consideration for the extensions. As of June 30, 2026, total principal and accrued interest on these six notes totaled $ 4,492,340 and $ 840,860 , respectively. The loss generated by the note extensions during 2026 was $ 499,149 , and during 2025 was $ 1,123,607 . Conditions of the note with one (1) purchaser not affiliated with the Company were amended several times (once under the MFN provision) resulting in an increase in principal from $ 50,000 to $ 118,670 , an increase in interest rate from 7.5 % to 10 %, and extended until January 31, 2026. During the year ended December 31, 2025, the note was extended to July 31, 2025, to October 31, 2025, and to 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. The outstanding principal balance was $ 118,670 as of December 31, 2025. During the six months ended June 30, 2026, the note was extended to June 30, 2026, increasing principal to $ 133,503 . A total of 7,789 shares of common stock were issued as additional consideration for the extension. Accrued interest as of June 30, 2026, was $ 22,549 . The loss generated by the note extension during 2026 was $ 14,834 , and during 2025 was $ 29,511 . 10 The Company entered into ten convertible promissory note agreements in the aggregate amount of $ 736,511 , of which $ 447,787 was with related parties. During 2024, conditions of the notes were amended under the MFN provision resulting in an increase in principal to $ 1,047,321 (of which $ 631,811 was with related parties) and extended until March 31, 2025. During the year ended December 31, 2025, the notes were extended to July 31, 2025, to October 31, 2025, and to January 31, 2026, increasing principal to $ 1,393,983 (of which $ 840,940 was with related parties). A total of 81,751 shares of common stock were issued as additional consideration for the 2025 extensions. The outstanding principal balance was $ 1,393,983 as of December 31, 2025. During the six months ended June 30, 2026, the notes were extended to June 30, 2026, increasing principal to $ 1,568,231 . A total of 91,295 shares of common stock were issued as additional consideration for the extensions. Accrued interest as of June 30, 2026, was $ 261,333 . The loss generated by the note extensions during 2026 was $ 174,248 , and during 2025 was $ 346,662 . (Related Party: $ 840,940 of original principal) 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 was with related parties. During 2025, the notes were extended to July 31, 2025, to October 31, 2025, and to January 31, 2026, increasing principal to $ 139,755 (of which $ 106,480 was with related parties). A total of 7,829 shares of common stock were issued as additional consideration for the 2025 extensions. The outstanding principal balance was $ 139,755 as of December 31, 2025. During the six months ended June 30, 2026, the notes were extended to June 30, 2026, increasing principal to $ 157,224 (of which $ 119,790 was with related parties). A total of 8,710 shares of common stock were issued as additional consideration for the extensions. Accrued interest as of June 30, 2026, was $ 18,464 . The loss generated by the note extensions during 2026 was $ 17,469 , and 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 was with a related party. 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 was with a related party). A total of 12,812 shares of common stock were issued as additional consideration for the 2025 extensions. The outstanding principal balance was $ 296,450 as of December 31, 2025. During the six months ended June 30, 2026, the notes were extended to June 30, 2026, increasing principal to $ 333,506 (of which $ 68,063 was with a related party). A total of 18,203 shares of common stock were issued as additional consideration for the extensions. Accrued interest as of June 30, 2026, was $ 34,420 . The loss generated by the note extensions during 2026 was $ 37,056 , and during 2025 was $ 51,450 . The Company entered into seven short-term convertible promissory note agreements in the aggregate amount of $ 424,921 , of which $ 299,921 was with related parties. Conditions of five notes were amended under the MFN provision resulting in an increase in principal. On October 31, 2025, the notes were extended to January 31, 2026 . Note amendments under the MFN provision and extensions resulted in an increase in principal to $ 480,143 (of which $ 331,643 was with related parties). A total of 4,961 shares of common stock were issued as additional consideration for the 2025 extensions. The outstanding principal balance was $ 480,143 as of December 31, 2025. During the six months ended June 30, 2026, the notes were extended to June 30, 2026, increasing principal to $ 540,161 (of which $ 373,098 was with related parties). A total of 28,550 shares of common stock were issued as additional consideration for the extensions. Accrued interest as of June 30, 2026, was $ 39,585 . The loss generated by the note extensions during 2026 was $ 60,018 , and during 2025 was $ 55,221 . During the six months ended June 30, 2026: One noteholder sold $ 525,000 of the value of his promissory note to another holder not affiliated with the Company. On the same day, the noteholder distributed $ 152,000 of principal to another 4 holders, creating 4 new convertible notes of $ 38,000 each. The Convertible Notes bear 10 % interest per annum and were initially due January 31, 2026. On January 31, 2026, the five notes were extended to June 30, 2026, increasing principal to $ 590,625 . A total of 30,399 shares of common stock were issued as additional consideration for the extensions. Accrued interest as of June 30, 2026, was $ 28,984 . The loss generated by the note extensions during 2026 was $ 65,625 . The noteholder sold $ 75,000 of the value of his promissory note to another holder not affiliated with the Company, creating 2 new convertible notes. The Convertible Notes bear 10 % interest per annum and are due June 30, 2026. As of June 30, 2026, total principal and accrued interest on these two notes totaled $ 75,000 and $ 174 , respectively. Scheduled maturities of debt remaining as of June 30, 2026, for each respective fiscal year end are as follows: Schedule of Maturities of Debt 2026 9,628,113 Total $ 9,628,113 Note 5 - 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. 11 The Company filed a certificate of amendment to its certificate of incorporation, which effectuated as of December 8, 2023, a reverse split of the Company’s common stock by a ratio of one-for-300 (the “Reverse Split”). All per share amounts and number of shares in the consolidated financial statements and related notes have been retroactively restated to reflect the Reverse Split. On October 20, 2022 the Company, following receipt of written approval from stockholders acting without a meeting and holding at least the minimum number of votes that would be necessary to authorize or take such action at a meeting, filed an amendment to its Certificate of Incorporation to (i) change the name of the Company to “American Battery Materials, Inc.” (the “Name Change”); and (ii) increase the total number of authorized shares of the Company’s common stock, par value $ 0.001 per share, from 600,000,000 to 4,500,000,000 (the “Authorized Share Increase”). The Authorized Share Increase was effective as of October 20, 2022. The Name Change was processed by FINRA and was effective as of May 1, 2023, at which time the Company’s trading symbol was changed to BLTH. On October 20, 2022, in addition to the Name Change and the Authorized Share Increase, the holder of 63.86 % of the issued and outstanding shares of stock of the Company entitled to vote took action by written consent and without a meeting, pursuant to Delaware General Corporate Law Section 228 and adopted and approved the following actions: 1. Future amendment of the Company’s Certificate of Incorporation to implement a decrease in the authorized shares of the Company’s Common Stock from 4,500,000,000 to a number of not less than 10,000,000 and not more than 2,000,000,000 (the “Authorized Share Reduction”), at any time prior to October 20, 2023 (the “Anniversary Date”), with the Board having the discretion to determine whether or not the Authorized Share Reduction is to be effected, and if effected, the exact number of the Authorized Share Reduction within the above range. 2. Future amendment of the Company’s Certificate of Incorporation to implement a reverse stock split of the Company’s Common Stock by a ratio of not less than 1-for-10 and not more than 1-for-1,000 , (the “Reverse Split”), at any time prior to the Anniversary Date, with the Board having the discretion to determine whether or not the Reverse Split is to be effected and if effected, the exact ratio for the Reverse Split within the above range. Preferred Stock The Company has authorization for preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to common stock. As of June 30, 2026, and December 31, 2025, 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 3,789,585 and 3,142,371 shares issued and outstanding at June 30, 2026 and December 31, 2025. During the six months ended June 30, 2026, the Company issued 70,135 shares of common stock for services valued at $ 379,232 , 35,013 shares of common stock upon exercise of options valued at $ 54,270 , and 542,066 shares of common stock for note modification. During the six months ended June 30, 2025, the Company issued 73,118 shares of common stock for services valued at $ 550,415 and 90,847 shares of common stock for note modification. Note 6 - Stock Options and Warrants Warrants As of June 30, 2026, the Company had no warrant securities outstanding. 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 six months ended June 30, 2026, was determined to be $ 5,654 using the Black-Scholes-Merton option-pricing model based on the following assumptions: (i) volatility rate of 31 %, (ii) zero expected dividend yield, (iii) risk-free rate of 4.01 %, (iv) price of $ 3.75 , and (v) expected life of 10 years. For the six months ended June 30, 2026, the Company recognized share-based compensation expense of $ 5,654 related to stock options. A summary of option activity under the Company’s Equity Incentive Plan as of June 30, 2026, and changes during the year then ended, is presented below: 12 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, 2025 566,000 $ 1.61 2.02 Granted 3,000 3.75 8.83 Exercised ( 35,013 ) 1.55 1.94 Forfeited - - - Cancelled or expired - - - Balance outstanding at June 30, 2026 533,987 $ 1.63 1.57 Exercisable at June 30, 2026 253,987 $ 1.72 1.70 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 June 30, 2026, all outstanding awards have been granted under the Plan. On October 15, 2025, following approval by our Board of Directors and by written consent of stockholders holding a majority of our outstanding common stock, we amended our 2024 Incentive Compensation Plan to provide for an automatic share reserve mechanism equal to 17.5 % of the Company’s issued and outstanding shares of common stock on a fully diluted basis. Under this provision, the number of shares available for issuance under the plan automatically increases upon each issuance of common stock or convertible securities by an amount necessary to maintain the 17.5 % reserve (calculated on a fully diluted basis), with no downward adjustment if the Company’s capitalization subsequently decreases. This amendment was designed to provide equity-based awards to an increasing employee pool. Restricted Stock Units On May 21, 2026, the Board approved an award of 400,000 restricted stock units to Cobrador Capital Advisors LLC, an entity controlled by the Company’s Chief Executive Officer, in connection with advisory services and the Company’s proposed uplisting. The award has an aggregate grant-date fair value of $ 2,200,000 , based on the closing price of the Company’s common stock of $ 5.50 on the date of grant. Each unit represents the right to receive one share of common stock upon vesting and settlement. No shares were issued at the date of grant, and the units carry no voting or dividend rights prior to settlement. 200,000 units vest in full upon completion of an uplisting transaction in which the Company’s common stock commences trading on a major U.S. national securities exchange. The remaining 200,000 units vest in 18 equal monthly installments commencing June 1, 2026, subject to continued service. All unvested units vest upon a change in control. Vested units are settled in shares within 30 days after the end of the month in which vesting occurs. The uplisting condition is a performance condition that is not considered probable until the transaction occurs. Accordingly, no cost has been recognized for the 200,000 units subject to that condition, and $ 1,100,000 of unrecognized cost will be recognized upon completion of an uplisting transaction, if any. For the three and six months ended June 30, 2026, the Company recognized $ 83,333 of share-based compensation expense related to the time-vesting portion. As of June 30, 2026, 11,111 units had vested and remained unsettled. Unrecognized cost related to the time-vesting portion was $ 1,016,667 , expected to be recognized over approximately 1.3 years. On July 29, 2026, the Board approved an amendment changing the commencement date of the monthly vesting schedule applicable to 200,000 units from June 1, 2026 to the date of completion of an uplisting transaction. As a result, all 400,000 units are contingent upon completion of an uplisting transaction. 13 Note 7 – 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 3,647,837 and 2,641,941 for the six months ended June 30, 2026 and 2025, respectively. Diluted earnings per share includes the dilutive effect of potential common shares, such as those issuable under convertible debt agreements, stock options, warrants, preferred stock and Restricted Stock Units (RSUs), unless their inclusion is anti-dilutive. Approximately 400,000 RSUs represent potential dilution that is contingent upon the Company successfully uplisting to a major exchange. For the six months ended June 30, 2026 and 2025, approximately 533,987 and 47,446 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 8 - 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 six months ended June 30, 2026, 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 Six Months Ended Six Months Ended June 30, June 30, 2026 2025 General and administrative Wages and related $ ( 840,162 ) $ ( 987,992 ) Office operations ( 8,843 ) ( 9,728 ) Professional services ( 238,702 ) ( 214,995 ) Other operating expenses ( 10,194 ) ( 3,339 ) Total operating expenses ( 1,097,901 ) ( 1,216,054 ) Other Expenses / Income Gain (loss) on extinguishment of debt ( 1,045,346 ) ( 565,453 ) Fair value of stock issued for note modification ( 2,572,517 ) ( 410,008 ) Interest expense ( 475,278 ) ( 326,569 ) Total other expenses / income ( 4,093,141 ) ( 1,302,030 ) Net Income (Loss) $ ( 5,191,042 ) $ ( 2,518,084 ) Note 9 - Subsequent Events ● On July 1, 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 August 15, 2026. ● On July 13, 2026, the Company issued a convertible note for the principal amount of $ 100,000 . 14 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis is intended to help you understand our results of operations and financial condition as of June 30, 2026 and for the six months ended June 30, 2026 and 2025. This discussion and analysis is provided as a supplement to and should be read in conjunction with our condensed consolidated financial statements and the notes to those financial statements that are included elsewhere in this Quarterly Report on Form 10-Q. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under Part 1, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025. Cautionary Statement The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and the notes to those financial statements that are included elsewhere in this Quarterly Report on Form 10-Q. Our actual results may differ materially from those anticipated in the following discussion, as a result of a variety of risks and uncertainties, including those described under Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025. Forward-Looking Statements Certain statements contained herein constitute “forward-looking statements”. Except for the historical information contained herein, this Quarterly Report on Form 10-Q contains forward-looking statements (identified by the words “estimate,” “project,” “anticipate,” “plan,” “expect,” “intend,” “believe,” “hope,” “strategy” and similar expressions), which are based on our current expectations and speak only as of the date made. These forward-looking statements are subject to various risks, uncertainties and factors that could cause actual results to differ materially from the results anticipated in the forward-looking statements, including, without limitation, those discussed under Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on March 19, 2026 and those described herein that could cause actual results to differ materially from the results anticipated in the forward-looking statements. Factors That May Adversely Affect our Results of Operations Our results of operations may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, any ongoing effects of the Covid-19 pandemic, including resurgences and the emergence of new variants and geopolitical instability, such as the military conflict in Ukraine and the Middle East. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude, or the extent to which they may negatively impact our business. Objective The objective of our Management’s Discussion and Analysis of Financial Condition and Results of Operations is to provide users of our financial statements with the following: ● a narrative explanation from the perspective of management of our financial condition, results of operations, cash flows, liquidity and certain other factors that may affect future results; ● useful context to the financial statements; and ● information that allows assessment of the relationship between our past performance and future performance. This Management’s Discussion and Analysis is a supplement to, and should be read together with, our financial statements, including notes, referenced elsewhere in this report, and is provided to enhance your understanding of our operations and financial condition. Due to rounding, some parts of this discussion may not sum or calculate precisely to the totals and percentages provided in the tables. The following discussion and analysis provide information that our management believes is relevant to an assessment and understanding of our results of operations and financial condition and should be read in conjunction with the consolidated financial statements and footnotes that appear elsewhere in this Quarterly Report on Form 10-Q. 15 Overview and Outlook We are a U.S. based renewable energy company focused on the extraction, refinement and distribution of technical minerals in an environmentally responsible manner. On November 5, 2021, we acquired the rights to 102 federal mining claims located in the Lisbon Valley of Utah for $100,000 plus the future payment of royalties based on a percentage of the net revenue (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 existing wells with brine aquifer access. We are defined as an exploration stage issuer, under SEC Regulation S-K Item 1300. An independent third-party technical report indicated that further investment and development in the claims was warranted, although no determination has been made whether we have any reserves of minerals. Similarly, no determination has been made whether mineralization could be economically and legally produced or extracted. We have no mineral reserves as defined by Regulation S-K Item 1300 and have had no mining revenue to date. In July 2023, we acquired and staked additional lithium mining claims adjacent to our Lisbon Valley Project in Utah. The new claims have been registered with the BLM. We now own a total of 743 placer claims over 14,320 acres (approximately 22 square miles), comprised of the 102 original mining claims and 641 new claims. On April 25, 2023, we formed Mountain Sage Minerals, LLC, a Utah limited liability company. We plan to expand our holdings in the Lisbon Valley area with the acquisition of additional mineral claims and joint venture opportunities through this entity. On June 1, 2023, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Seaport Global Acquisition II Corp. (“SGII”) and Lithium Merger Sub, Inc., a wholly owned subsidiary of SGII. SGII is a blank check company, also referred to as a special purpose acquisition company, formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. As a result of the Merger Agreement, we would have become a wholly owned subsidiary of SGII. Following material changes to the transaction proposed by SGII making the transaction untenable to us, on November 20, 2023, SGII notified us that it had elected to terminate the Merger Agreement. We have been moving forward with our strategy of employing advanced brine extractive technology methodologies and have been in talks with numerous extraction providers. Selective mineral extraction is the most cost-effective and ESG friendly approach currently available. Technologies are being utilized that can extract the desired minerals and metals from the brine and then re-inject the brines back down into the aquifer. The prospective partners have been provided the analytical results from the technical reports, but will soon provide current results, analytical, geotech modeling, aquifer modeling, recharge, flows and depth. We will need funding to support continuing operations and support our growth strategy and we will need to finance operations by offering any combination of equity offerings, debt financing, collaborations, strategic alliances or other licensing arrangements. There is no assurance we will be able to raise sufficient capital to finance our operations. Results of Operations Three months ended June 30, 2026, Compared to Three months ended June 30, 2025. Revenue For the three months ended June 30, 2026, and 2025, our company had no revenue. Operating Expenses General and administrative expenses for the three months ended June 30, 2026, were $717,939, a decrease of $239,658 or 25%, compared to $957,597 for the three months ended June 30, 2025. The decrease in operating expenses was mainly due to a decrease in professional fees. Gain (Loss) on Extinguishment During the three months ended June 30, 2026 and 2025, our company recorded a loss on extinguishment of debt of $0 and $565,453, respectively. Fair Value of Stock Issued for Note Modification During the three months ended June 30, 2026 and 2025, the Company recorded a fair value of stock issued for note modification of $0 and $410,008, respectively. Interest Expense Interest expense for the three months ended June 30, 2026, was $245,694, as compared to $181,387 during the three months ended June 30, 2025. 16 Net Loss As a result of the foregoing, the net loss for the three months ended June 30, 2026, was $963,633 as compared to the net loss of $2,114,445 during the three months ended June 30, 2025. Six months ended June 30, 2026, Compared to Six months ended June 30, 2025. Revenue For the six months ended June 30, 2026, and 2025, our company had no revenue. Operating Expenses General and administrative expenses for the six months ended June 30, 2026, were $1,097,901, a decrease of $118,153 or 10%, compared to $1,216,054 for the six months ended June 30, 2025. The decrease in operating expenses was mainly due to a decrease in wages and related expenses. Gain (Loss) on Extinguishment During the six months ended June 30, 2026 and 2025, our company recorded a loss on extinguishment of debt of $1,045,346 and $565,453, respectively. Fair Value of Stock Issued for Note Modification During the six months ended June 30, 2026 and 2025, the Company recorded a fair value of stock issued for note modification of $2,572,517 and $410,008, respectively. Interest Expense Interest expense for the six months ended June 30, 2026, was $475,278, as compared to $326,569 during the six months ended June 30, 2025. Net Loss As a result of the foregoing, the net loss for the six months ended June 30, 2026, was $5,191,042 as compared to the net loss of $2,518,084 during the six months ended June 30, 2025. Liquidity and Capital Resources We require cash to fund our operating expenses and working capital requirements, including outlays for capital expenditures. The accompanying consolidated financial statements have been prepared on a going concern basis. Our company had a net loss of $5,191,042 during the six months ended June 30, 2026, had accumulated losses totaling $36,148,163, and a working capital deficit of $12,598,384 as of June 30, 2026. These factors, among others, indicate that our company may be unable to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. Since we acquired our first mining claims in November 2021, we have faced an increasingly challenging liquidity situation that has limited our ability to execute our operating plan. Our company will need to raise additional financing in order to fund its operations for the next 12 months and to allow us to continue the development of its business plans and satisfy its obligations on a timely basis. Should additional financing not be available, we will have to negotiate with its lenders to extend the repayment dates of its indebtedness. There can be no assurance that our company will be able to successfully restructure its debt obligations in the event it fails to obtain additional financing. Sources of additional capital through various financing transactions or arrangements with third parties may include equity or debt financing, bank loans or revolving credit facilities. We may not be successful in locating suitable financing transactions in the time period required or at all and we may not obtain the capital we require by other means. Unless we can attract additional investment, our operating as a going concern is in doubt. If we are unable to obtain sufficient amounts of additional capital, we may have to cease filing the required reports and cease operations completely. If we obtain additional funds by selling any of our equity securities or by issuing common stock to pay current or future obligations, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or the equity securities may have rights preferences or privileges senior to the common stock. 17 Cash Flows from Operating Activities During the six months ended June 30, 2026, our company used $322,046 of cash in operating activities as a result of our net loss of $5,191,042, offset by gain (loss) on extinguishment of debt of $1,045,346, fair value of stock issued for note modification of $2,572,517, share-based compensation of $468,219, accrued interest of $467,193, and net changes in operating assets and liabilities of $315,721. During the six months ended June 30, 2025, our company used $356,206 of cash in operating activities as a result of our net loss of $2,518,084, offset by loss on debt settlement of $565,453, fair value of stock issued for note modification of $410,008, share-based compensation of $682,978, accrued interest of $315,978, and net changes in operating assets and liabilities of $187,461. Cash Flows from Investing Activities During the six months ended June 30, 2026 and 2025, our company had no investing activities. Cash Flows from Financing Activities During the six months ended June 30, 2026, financing activities provided $324,270, resulting from $270,000 in proceeds from promissory notes and $54,270 in proceeds from option exercises. During the six months ended June 30, 2025, financing activities provided $350,000 in proceeds from convertible notes. Item 3. Quantitative and Qualitative Disclosures about Market Risk Not required for smaller reporting companies. Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures David E. Graber, who serves as our Chief Executive Officer and Chairman of the Board, Sebastian Lux, who serves as our President and Chief Operating Officer and Agustin Cabo, who serves as our Chief Financial Officer and Principal Financial Officer (collectively referred to herein as “Senior Management”), evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2026. The term “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Senior Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. Based on its evaluation, Senior Management concluded as of June 30, 2026 that our disclosure controls and procedures were not effective due to the following material weaknesses in our internal control over financial reporting: ● We did not maintain effective controls over the identification and accounting for complex and non-routine transactions. Accordingly, we believe we have a material weakness because there is a reasonable possibility that a material misstatement to the interim or annual consolidated financial statements would not be prevented or detected on a timely basis. ● We do not have controls designed to validate the completeness and accuracy of underlying data used in the determination of accounting transactions. Accordingly, we believe we have a material weakness because there is a reasonable possibility that a material misstatement to the interim or annual consolidated financial statements would not be prevented or detected on a timely basis. ● We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act of 2002 which is applicable to us. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represents a material weakness. ● We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represents a material weakness. ● We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting. Notwithstanding the identified material weaknesses, Senior Management believes the consolidated financial statements included in this Quarterly Report on Form 10-Q fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP. Changes in Internal Controls Over Financial Reporting There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. However, Senior Management is currently seeking to improve our controls and procedures in an effort to remediate the deficiencies described above. 18 PART II – OTHER INFORMATION Item 1. Legal Proceedings None. Item 1A. Risk Factors In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the period ended December 31, 2025, as filed with the Securities and Exchange Commission on March 19, 2026. These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by any forward-looking statements contained in this Quarterly Report on Form 10-Q. As a “smaller reporting company” as defined by Item 10 of Regulation S-K, our company is not required to provide any additional information required by this Item. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The following information represents securities sold by our company during the period covered by this Quarterly Report and the subsequent period, which were not registered under the Securities Act. Included are sales of reacquired securities, as well as new issues, securities issued in exchange for property, services, or other securities, and new securities resulting from the modification of outstanding securities. All issuances were exempt under Section 4(a)(2) of the Securities Act unless otherwise noted. ● On May 6, 2026, the Company issued a promissory note for the principal amount of $150,000. ● On May 11, 2026, the Company issued 62,500 shares of common stock for services provided. ● On July 13, 2026, the Company issued a convertible note for the principal amount of $100,000. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures None. Item 5. Other Information None. Item 6. Exhibits Exhibit Number Exhibit Description 3.1 Certificate of Incorporation, dated March 26, 2007 (incorporated by reference to the Company’s Registration Statement on Form S-1 filed on April 9, 2010). 3.2 Bylaws, as amended (incorporated by reference to the Company’s Registration Statement on Form S-1 filed on April 9, 2010). 3.3 Certificate of Amendment of Certificate of Incorporation, dated October 4, 2010 (incorporated by reference to the Company’s Current Report on Form 8-K filed on October 7, 2010). 3.4 Certificate of Amendment of the Certificate Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on March 1, 2018). 3.5 Certificate of Designation for Series A Preferred Shares (incorporated by reference to the Company’s Current Report on Form 8-K filed on August 23, 2022). 3.6 Certificate of Amendment of the Certificate Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on October 26, 2022). 3.7 Certificate of Amendment of the Certificate Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on August 8, 2023). 3.8 Certificate of Amendment of the Certificate Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on January 24, 2025). 4.1 Description of Securities (incorporated by reference to the Company’s Annual Report on Form 10-K filed on April 21, 2023). 10.1 Form of Note Amendment and Extension Agreement between the Company and investors (incorporated by reference to the Company’s Current Report on Form 8-K filed on April 16, 2024). 21.1 Subsidiaries of the Registrant (incorporated by reference to the Company’s Annual Report on Form 10-K filed on April 1, 2024). 31.1* Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) 31.2* Certificate of Principal Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) 32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. 1350 32.2* Certificate of Principal Financial Officer Pursuant to 18 U.S.C. 1350 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith. 19 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. August 10, 2026 AMERICAN BATTERY MATERIALS INC. By: /s/ David E. Graber David E. Graber Chief Executive Officer (Principal Executive Officer) By: /s/ Agustin Cabo Agustin Cabo Chief Financial Officer (Principal Financial and Accounting Officer) 20