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Item 5. Market for Registrant’s Common Equity

2025-03-25 compared with 2024-04-01 · 90 added, 86 removed, 66 unchanged (73% of the section changed)

16 unchanged sentences

Fourth Quarter

The last reported sales price of our common stock

on the OTC Pink on March 28, 2024 was $0.64.

All stock prices reflect the 1-for-300 reverse stock split effective as of December 8, 2023.

The market value of our common stock is susceptible

to significant changes driven by fluctuations in our quarterly operational results, general market trends, and various external factors,

many of which are outside our direct control.

Additionally, broader market volatility, along with general economic, business, and political

conditions, may adversely affect the market demand for our common stock, regardless of our actual or forecasted performance.

last reported sales price of our common stock on the OTC Pink on March 24, 2025, was $4.80.

All stock prices reflect the 1-for-300

reverse stock split effective as of December 8, 2023, and the 1-for-5 reverse stock split effective January 24, 2025

market value of our common stock is susceptible to significant changes driven by fluctuations in our quarterly operational results, general

market trends, and various external factors, many of which are outside our direct control.

Additionally, broader market volatility, along

with general economic, business, and political conditions, may adversely affect the market demand for our common stock, regardless of

our actual or forecasted performance.

Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.

21 unchanged sentences

compensation of the broker-dealer and its salesperson in the transaction;

number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market

for such stock;

number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the

market for such stock;

account statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that

prior to a transaction in a penny stock not otherwise exempt from those rules;

the broker-dealer must make a special written determination

that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt

of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability

These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because

it will be subject to these penny stock rules.

Therefore, stockholders may have difficulty selling their securities.

We are subject to certain filing requirements

and will furnish annual financial reports to our stockholders, audited by our independent registered public accounting firm, and will

furnish un-audited quarterly financial reports in our quarterly reports filed electronically with the SEC.

All reports and information

filed by us can be found at the SEC website, www.sec.gov.

Issued and Outstanding Shares

The Company’s certificate of incorporation

authorizes 4,500,000,000 shares of common stock, par value $0.001;

and 10,000,000 shares of preferred stock, par value $0.001.

1, 2024, the Company had 11,375,459 shares of common stock, and 50,000 shares of preferred stock, issued and outstanding.

As of April 1, 2024, the Company had approximately

739 record holders of its common stock.

This number does not include the number of persons whose shares are in nominee or in “street

name” accounts through brokers.

Dividend Policy

The Company did not pay dividends during the years

ended December 31, 2023 and 2022.

The Company has never declared or paid any cash dividends or distributions on our common stock and intend

to retain future earnings, if any, to support our operations and to finance expansion.

Therefore, it does not anticipate paying any cash

dividends on the common stock in the foreseeable future.

addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules;

the broker-dealer

must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s

written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and

a signed and dated copy of a written suitability statement.

These disclosure requirements will have the effect of reducing the trading

activity in the secondary market for our stock because it will be subject to these penny stock rules.

Therefore, stockholders may have

difficulty selling their securities.

are subject to certain filing requirements and will furnish annual financial reports to our stockholders, audited by our independent

registered public accounting firm, and will furnish un-audited quarterly financial reports in our quarterly reports filed electronically

with the SEC.

All reports and information filed by us can be found at the SEC website, www.sec.gov.

and Outstanding Shares

Company’s certificate of incorporation authorizes 100,000,000 shares of common stock, par value $0.001;

and 10,000,000 shares of

preferred stock, par value $0.001.

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

stock, issued and outstanding.

of March 25, 2025, the Company had approximately 744 record holders of its common stock.

This number does not include the number

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

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

The Company has never declared or paid any cash dividends

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

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

Transfer Agent and Warrant Agent

7 unchanged sentences

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

On January 5, 2023, in consideration of the payment of $14,000, the company issued 12,281 shares of its common stock upon the cash exercise of a warrant.

On January 31, 2023, in consideration of the payment of $140,000, the company issued 122,808 shares of its common stock upon the cash exercise of a warrant.

On February 28, 2023, the company issued

8,987 shares of its common stock upon the cashless exercise of a warrant.

On March 27, 2023, in consideration of the payment of $35,000, the company issued 30,702 shares of its common stock upon the exercise of a warrant.

On April 8, 2023, the company issued 10,679 shares of its common stock upon the cashless exercise of a warrant.

On April 30, 2023, the company issued 2,390 shares of its common stock upon the cashless exercise of a warrant.

On April 30, 2023, the company issued 833 shares of its common stock as payment for services rendered.

On May 16, 2023, the company issued 100,000 shares of its common stock as payment for services rendered.

On May 22, 2023, the company issued 65,558 shares of its common stock as payment for services rendered.

On July 31, 2023, the company issued 833 shares of its common stock as payment for services rendered.

On August 7, 2023, the company issued 22,945 shares of its common stock upon the cashless exercise of a warrant.

On August 15, 2023, the company issued 10,998 shares of its common stock upon the cashless exercise of a warrant.

On August 23, 2023, the company issued 33,333 shares of its common stock to retire preferred stock.

On September 7, 2023, the company issued 8,420 shares of its common stock related to the issuance of new convertible note.

On September 9, 2023, the company issued

6,736 shares of its common stock related to the issuance of new convertible note.

On September 11, 2023, the company issued 3,368 shares of its common stock in consideration for the extension of the maturity date of a convertible note.

On September 13, 2023, the company issued 38,732 shares of its common stock in consideration for the extension of the maturity date of three convertible notes.

On September 14, 2023, the company issued 1,684 shares of its common stock in consideration for the extension of the maturity date of a convertible note.

On September 20, 2023, the company issued 1,750 shares of its common stock as payment for services rendered.

On September 21, 2023, the company issued 11,667 shares of its common stock in consideration for the extension of the maturity date of a convertible note.

On September 21, 2023, the company issued 28,333 shares of its common stock related to the issuance of a new convertible note.

On October 17, 2023, in consideration of the payment of $35,000, the company issued 30,702 shares of its common stock upon the cash exercise of a warrant.

On October 31, 2023, the company issued 833 shares of its common stock as payment for services rendered.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Shares Repurchased by the Registrant

The Company did not purchase or repurchase any of its securities in

the years ended December 31, 2023 and 2022.

Authorized for Issuance under Equity Compensation Plans

July 22, 2011, the Board of Directors of the Company approved the Company’s 2011 Equity Incentive Plan (the “Plan”)

and on July 26, 2011, stockholders holding a majority of shares of the Company approved, by written consent, the Plan and the issuance

under the Plan of 16,667 shares.

On November 16, 2017, the Board of Directors approved an increase of 33,334 shares to be made available

for issuance under the Plan.

Accordingly, the total number of shares of common stock available for issuance under the Plan is 50,000

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 nonqualified stock

Stock based compensation includes expense charges related to all stock-based awards.

Such awards include options, warrants and

stock grants.

Generally, the Company issues stock options that vest over three years and expire in 5 to 10 years.

The Company did not purchase or repurchase any

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

Securities Authorized for Issuance under Equity

Compensation Plans

On July 22, 2011, the Board of

Directors of the Company approved the Company’s 2011 Equity Incentive Plan (the “Plan”) and on July 26, 2011,

stockholders holding a majority of shares of the Company approved, by written consent, the Plan and the issuance under the Plan of

16,667 shares.

On November 16, 2017, the Board of Directors approved an increase of 33,334 shares to be made available for issuance

under the Plan.

Accordingly, the total number of shares of common stock available for issuance under the Plan is 50,000 shares.

August 13, 2024, the Board of Directors adopted the American Battery Materials Inc.

2024 Incentive Compensation Plan, which was

deemed desirable and in the best interests of the Corporation, authorizing the executive officers to implement and administer this

new plan, reserving 800,000 shares of Common Stock for issuance.

Awards may be granted to employees, officers, directors,

consultants, agents, advisors and independent contractors of the Company and its related companies.

Such options may be designated

at the time of grant as either incentive stock options or non-qualified stock options.

Stock based compensation includes expense

charges related to all stock-based awards.

Such awards include options, warrants and stock grants.

Generally, the Company issues

stock options that vest over three years and expire in 5 to 10 years.

The Company records share-based payments under

4 unchanged sentences

model on certain assumptions.

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

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

expected term was estimated using the simplified method.

6 unchanged sentences

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

Plan Compensation Information

options, warrants

Equity Plan Compensation Information

compensation plans approved by securities holders (1)

Equity compensation plans not approved by security holders

to the 2011 Equity Incentive Plan, as amended.

compensation plans not approved by security holders

Pursuant to the 2024 Equity Incentive Plan.

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

What changed 10-K

Item 5. Market for Registrant’s Common Equity