What changed in this filing

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Item 9A. Controls and Procedures

2025-03-25 compared with 2024-04-01 · 322 added, 321 removed, 207 unchanged (76% of the section changed)

Controls and Procedures.

of Disclosure Controls and Procedures

Agustin Cabo (“ Cabo ”), who serves

as our Chief Financial Officer, and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures

Evaluation of Disclosure Controls and Procedures

Agustin Cabo (“ Cabo ”), who

serves as our Chief Financial Officer, and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures

as of December 31, 2024.

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respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S.

Report on Internal Control Over Financial Reporting

Management’s Report on Internal Control

Over Financial Reporting

Cabo, as our Principal Executive Officer and Principal

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Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

Based on our evaluation under the criteria set

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over financial reporting was not effective because of the identification of material weaknesses described as follows:

did 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.

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 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 represented a material weakness.

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

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 represented a material weakness.

have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.

do not have a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal

controls and procedures.

Plan for Material Weaknesses in Internal Control over Financial Reporting

We did 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 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 represented 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 represented a material weakness.

We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.

We do not have a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

Remediation Plan for Material Weaknesses in

Internal Control over Financial Reporting

Management of the Company is committed to improving

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committee members in the future.

has discussed the material weaknesses noted above with our independent registered public accounting firm.

Due to the nature of these

material weaknesses, it is reasonably possible that misstatements which could be material to the annual or interim consolidated financial

statements could occur that would not be prevented or detected during our financial close and reporting process.

Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial

Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to

temporary rules of the SEC that permit us to provide only management’s report in this annual report.

in Internal Controls Over Financial Reporting

were no changes in our internal control over financial reporting that occurred during our last fiscal year that have materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

Management has discussed the material weaknesses

noted above with our independent registered public accounting firm.

Due to the nature of these material weaknesses, it is reasonably possible

that misstatements which could be material to the annual or interim consolidated financial statements could occur that would not be prevented

or detected during our financial close and reporting process.

This Annual Report does not include an attestation

report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report was not

subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide

only management’s report in this annual report.

Changes in Internal Controls Over Financial

There were no changes in our internal control

over financial reporting that occurred during our last fiscal year that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

Other Information.

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public offerings and are therefore exempt from registration requirements.

On January 1, 2024, the Company executed an exchange agreement to substitute a promissory note originally valued at $125,000 with a new promissory note valued at $175,000.

The additional principal of $50,000 was provided as non-cash consideration for extending the maturity date of the original note.

On January 16, 2024, a new convertible promissory note was issued with a principal amount of $30,000.

On January 31, 2024, the company issued 833 shares of its common stock as payment for services rendered.

On February 23, 2024, the company issued 833 shares of its common stock as payment for services rendered.

On February 29, 2024, a new convertible promissory note was issued with a principal amount of $25,000.

On February 29, 2024, the Company executed an exchange agreement to substitute a promissory note originally valued at $175,000 with a new promissory note valued at $225,000.

The additional principal of $50,000 was provided as non-cash consideration for extending the maturity date of the original note.

On March 21, 2024, a new convertible promissory note was issued for a value of $254,713.44, including $50,000 in additional capital, cancellation of a $50,000 promissory note dated July 27, 2022, cancellation of a $25,000 promissory note dated November 8, 2022, cancellation of accrued salary amounting to $96,653.84 as of February 29, 2024, and cancellation of $30,350 due in un-reimbursed advances.

On March 22, 2024, a new convertible promissory note was issued for a value of $138,073.94, involving the cancellation of a $25,000 promissory note dated February 28, 2022, and a $100,000 promissory note dated September 12, 2022.

On March 22, 2024, a new convertible promissory note was issued for a value of $55,321.92, including the cancellation of a $50,000 promissory note dated September 14, 2022, which had a balance of $55,321.92.

On March 22, 2024, a new convertible promissory note was issued for a value of $102,996.71, involving the cancellation of three promissory notes:

a $40,000 note dated December 19, 2014, a $30,000 note dated March 29, 2016, and a $30,000 note dated September 23, 2016, with a combined current balance of $102,996.71.

On March 22, 2024, a new convertible promissory note was issued for a value of $25,404.88, involving the cancellation of accrued expenses amounting to $25,404.88.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

David Graber was appointed by

the Board of Directors to serve as the Company’s sole Chief Executive Officer and remains the Company’s Chairman of the Board.

Sebastian Lux, resigned as the

Company’s Co-Chief Executive Officer and interim Chief Financial Officer, and remains as the President of the company in addition

Disclosure Regarding Foreign Jurisdictions

That Prevent Inspections.

David Graber was appointed

by the Board of Directors to serve as the Company’s sole Chief Executive Officer and remains the Company’s Chairman of the

Sebastian Lux, resigned as

the Company’s Co-Chief Executive Officer and interim Chief Financial Officer, and remains as the President of the company in addition

to being appointed as the Chief Operating Officer by the Board of Directors.

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with the Company concerning any matter relating to the Company’s operations, policies or practices.

Agustin Cabo, was appointed by

the Board of Directors to serve as the Company’s Chief Financial Officer and principal financial and accounting officer.

Agustin Cabo was appointed

by the Board of Directors to serve as the Company’s Chief Financial Officer and principal financial and accounting officer.

For biographical information concerning Messrs.

Graber, Lux and Cabo, see

Item 10, “Directors, Executive Officers and Corporate Governance” in this Form 10-K, which is incorporated herein by reference.

Directors, Executive Officers and Corporate Governance

and Executive Officers

Graber, Lux and Cabo, see Item 10, “Directors, Executive Officers and Corporate Governance” in this Form 10-K, which is incorporated

herein by reference.

Directors, Executive Officers and

Corporate Governance

Directors and Executive Officers

Director/Officer Since

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Justin Vorwerk

principal occupations for at least the past five years of each of our directors and executive officers are as follows:

The principal occupations for at least the past

five years of each of our directors and executive officers are as follows:

David Graber served as the Chief Executive

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market activities.

Sebastian Lux was appointed to serve previously as our CEO and

interim CFO in July 2022, becoming the Co-CEO in March 2023, in addition to being appointed to our Board of Directors.

On March 2024,

he was appointed President and COO of the company.

Lux has over 25 years’ of experience working with multinational companies.

Sebastian Lux was appointed to serve previously

as our CEO and interim CFO in July 2022, becoming the Co-CEO in March 2023, in addition to being appointed to our Board of Directors.

On March 2024, he was appointed President and COO of the company.

Lux has over 25 years of experience working with multinational

Immediately prior to joining us, Mr.

Lux served as co-founder of Blue Duck Data, a cloud-based analytical solutions provider for end-to-end

supply chain analysis.

Lux served as co-founder of Blue Duck Data, a cloud-based analytical solutions provider

for end-to-end supply chain analysis.

Previously, Mr.

Lux served from 2015 through 2020 as co-founder and director of supply chain logistics for Genuine

Origin, a division of Volcafe & ED&F Man.

He is a multilingual professional experienced in strategic planning for international

operations, data analytics, financial modeling, logistics, purchasing, product development, supplier partnership management, process

improvements, negotiations, e-business, and franchise development.

Lux earned an MBA in Entrepreneurship from Babson’s F.W.

Lux served from 2015 through 2020 as co-founder and director of supply chain logistics

for Genuine Origin, a division of Volcafe & ED&F Man.

He is a multilingual professional experienced in strategic planning for

international operations, data analytics, financial modeling, logistics, purchasing, product development, supplier partnership management,

process improvements, negotiations, e-business, and franchise development.

Lux earned an MBA in Entrepreneurship from Babson’s

Olin Graduate School of Business, an MSAS in E-Commerce from Boston University, and a B.A.

in Economics from Roanoke College.

to his operational leadership of our company, Mr.

Lux has experience in entrepreneurial ventures in the United States, Europe and South

America where he developed international supply chains for the distribution of coffee, food goods, and after-market auto-parts as well

as having created multiple market entry programs and brand development projects for new and existing companies, making him well qualified

as a member of the Board.

Agustin Cabo, CFA, CMA, was appointed to serve

as our CFO in March 2024, previously serving as Director of Finance of the company.

Prior to this, he was the CFO at Americhem Sales Company

Agustin also served as an Associate of Strategic Business Development at Scientific Games International (2018-2020), Additionally,

he worked as a Senior Research Analyst at Crisil Limited, an S&P company (2010-2016).

addition to his operational leadership of our company, Mr.

Lux has experience in entrepreneurial ventures in the United States, Europe

and South America where he developed international supply chains for the distribution of coffee, food goods, and after-market auto-parts

as well as having created multiple market entry programs and brand development projects for new and existing companies, making him well

qualified as a member of the Board.

Agustin Cabo, CFA, CMA, was appointed to

serve as our CFO in March 2024, previously serving as Director of Finance of the company.

Prior to this, he was the CFO at Americhem Sales

Company (2020-2023).

Agustin also served as an Associate of Strategic Business Development at Scientific Games International (2018-2020),

Additionally, he worked as a Senior Research Analyst at Crisil Limited, an S&P company (2010-2016).

He holds an M.B.A.

from Emory University's Goizueta

Business School, where he graduated in May 2018 as an Acosta International Scholar and a B.A.

in Economics from University of Buenos Aires.

Agustin is also a Chartered Financial Analyst (CFA) and a member of the CFA Institute, having earned his certification in September 2015,

and a Certified Management Accountant (CMA) and member of the Institute of Management Accountants (IMA), certified in January 2024.

Glenn became a director of our company in May 2023.

He has been a Senior Director at Eldridge, a diversified holding company headquartered

in Greenwich, Connecticut, where he has been since October 2021.

He is the former Chairman of Guggenheim KBBO Partners, Ltd., a Dubai-based

joint venture partnership between the KBBO Group and Guggenheim Partners.

University’s Goizueta Business School, where he graduated in May 2018 as an Acosta International Scholar and a B.A.

from University of Buenos Aires.

Agustin is also a Chartered Financial Analyst (CFA) and a member of the CFA Institute, having earned

his certification in September 2015, and a Certified Management Accountant (CMA) and member of the Institute of Management Accountants

(IMA), certified in January 2024.

Dylan Glenn became a director of our company

He has been a Senior Director at Eldridge, a diversified holding company headquartered in Greenwich, Connecticut, where he

has been since October 2021.

He is the former Chairman of Guggenheim KBBO Partners, Ltd., a Dubai-based joint venture partnership between

the KBBO Group and Guggenheim Partners.

Prior to this role, Mr.

Glenn was Senior Managing Director

of Guggenheim Partners, where he worked for nearly 15 years.

Glenn was Senior Managing Director of Guggenheim Partners, where he worked

for nearly 15 years.

While at Guggenheim Partners, Mr.

Glenn worked mostly in two capacities.

First, he coordinated the joint venture – Guggenheim KBBO Partners, Ltd., a merchant banking business which leveraged Guggenheim’s

investment banking and asset management capabilities with an important strategic partner in the Middle East.

Additionally, he led Guggenheim’s

Government Relations effort in Washington and was a Member of the Guggenheim Partners Public Affairs Committee.

Prior to joining Guggenheim,

Glenn served as Deputy Chief of Staff to Governor Sonny Perdue of Georgia.

First, he coordinated the joint venture

– Guggenheim KBBO Partners, Ltd., a merchant banking business which leveraged Guggenheim’s investment banking and asset management

capabilities with an important strategic partner in the Middle East.

Additionally, he led Guggenheim’s Government Relations effort

in Washington and was a Member of the Guggenheim Partners Public Affairs Committee.

Prior to joining Guggenheim, Mr.

Glenn served as Deputy

Chief of Staff to Governor Sonny Perdue of Georgia.

As a Deputy Chief of Staff, Mr.

Glenn was responsible

for all External Affairs.

Glenn was responsible for all External Affairs.

Glenn also served in the White House in Washington, D.C.

as Special Assistant for President George W.

for Economic Policy.

He was a member of the National Economic Council team advising the President on various economic issues.

is a director of the George W.

Bush for Economic Policy.

a member of the National Economic Council team advising the President on various economic issues.

Glenn is a director of the George

Bush Presidential Center.

Glenn is a Director of the Renewable Energy Group, a leading global producer

and supplier of renewable fuels like biodiesel, renewable diesel, renewable chemicals and other products.

He is also a Director of Intellicheck,

Inc., a leading authentication services company, since March 2020.

Additionally, he serves on the Board of Managers of Stonebriar Commercial

Finance based in Plano, Texas.

Glenn is a Director of the Renewable Energy Group, a leading global producer and supplier of renewable

fuels like biodiesel, renewable diesel, renewable chemicals and other products.

He is also a Director of Intellicheck, Inc., a leading

authentication services company, since March 2020.

Additionally, he serves on the Board of Managers of Stonebriar Commercial Finance based

in Plano, Texas.

Glenn is a Trustee of Davidson College, where he earned his B.A.

degree and is also a Trustee of the

Episcopal High School at Alexandria, Virginia.

Glenn’s extensive experience in finance and economics, insight into regulatory

affairs and his expertise in oversight and governance gained through service in the public sector, bring unique and valuable perspective

to our Board and make him well qualified to be a member of the Board.

Levinthal has served as a Director of our company since December 2018.

Levinthal, an attorney, is a partner with Lightfoot Franklin

& White, PLLC in Houston, Texas.

Levinthal is a graduate, with Honors, Order of the Coif, from the University of Texas School

Levinthal is a graduate of Tulane University with a BA and is a member of the Texas Bar.

Levinthal is well qualified

to serve as a director due to his substantial knowledge and working knowledge in corporate governance and controls.

Andrew Suckling has served

as a director of our company since August 2022.

Suckling has over 25 years’ experience in the commodity industry and is currently

the non-executive chairman of Cadence Minerals (AIM:

degree and is also a Trustee of the Episcopal High

School at Alexandria, Virginia.

Glenn’s extensive experience in finance and economics, insight into regulatory affairs and his

expertise in oversight and governance gained through service in the public sector, bring unique and valuable perspective to our Board

and make him well qualified to be a member of the Board.

Jared Levinthal has served as a Director

of our company since December 2018.

Levinthal, an attorney, is a partner with Lightfoot Franklin & White, PLLC in Houston, Texas.

Levinthal is a graduate, with Honors, Order of the Coif, from the University of Texas School of Law.

Levinthal is a graduate of

Tulane University with a BA and is a member of the Texas Bar.

Levinthal is well qualified to serve as a director due to his substantial

knowledge and working knowledge in corporate governance and controls.

Andrew Suckling has served as a director

of our company since August 2022.

Suckling has over 25 years’ experience in the commodity industry and is currently the non-executive

chairman of Cadence Minerals (AIM:

KDNC), the non-executive director of Macarthur Minerals (TSX-V:

Suckling started his professional career in 1994 as a trader on the London Metal Exchange, and subsequently became a founding partner,

research analyst and trader with the multibillion fund management group, Ospraie.

Suckling is a graduate of Brasenose College, Oxford

University, earning a B.A.

Suckling started

his professional career in 1994 as a trader on the London Metal Exchange, and subsequently became a founding partner, research analyst

and trader with the multibillion fund management group, Ospraie.

Suckling is a graduate of Brasenose College, Oxford University, earning

(Hons) in Modern History and an MA in Modern History.

Suckling’s in-depth knowledge of the mining

industry and the broad range of mineral companies in the industry make him well qualified as a member of the Board.

Vorwerk has served as a director of our company since August 2022.

Suckling’s in-depth knowledge of the mining industry and the broad

range of mineral companies in the industry make him well qualified as a member of the Board.

Justin Vorwerk has served as a director

of our company since August 2022.

For more than the past five years, Mr.

Vorwerk has had a distinguished

career in finance and capital markets, holding positions as a managing director in investment banking with Goldman Sachs, The Royal Bank

of Scotland and Deutsche Bank Securities, as well as Donaldson, Lufkin & Jenrette and Credit Suisse, where he co-headed the financial

sponsors group.

Vorwerk also served as head of investment banking and capital markets at CRT Capital Group, where he structured debt

and equity products and advised on mergers and acquisitions.

Vorwerk holds an MBA from The University of Pennsylvania (Wharton) and

attended Princeton University, where he earned an A.B.

Vorwerk has had a distinguished career in finance and capital

markets, holding positions as a managing director in investment banking with Goldman Sachs, The Royal Bank of Scotland and Deutsche Bank

Securities, as well as Donaldson, Lufkin & Jenrette and Credit Suisse, where he co-headed the financial sponsors group.

also served as head of investment banking and capital markets at CRT Capital Group, where he structured debt and equity products and advised

on mergers and acquisitions.

Vorwerk holds an MBA from The University of Pennsylvania (Wharton) and attended Princeton University,

where he earned an A.B.

degree in Economics.

Vorwerk has extensive knowledge of capital markets, making

his input invaluable to the Board’s discussions of our capital raising initiatives.

Adam Lipson was appointed to our Board of Directors in July 2022.

Lipson is a world-renowned neurosurgeon, serving for more than

the past five years as managing partner of IGEA Brain, Spine & Orthopedics in New York City and New Jersey, a private medical practice

generating $30-40 million annual revenue with 75 employees.

He has over a decade of experience as a private investor in over 20 biotechnology

and biomedical device companies.

Vorwerk has extensive knowledge of capital markets, making his input invaluable to the

Board’s discussions of our capital raising initiatives.

Adam Lipson was appointed to our Board

of Directors in July 2022.

Lipson is a world-renowned neurosurgeon, serving for more than the past five years as managing partner

of IGEA Brain, Spine & Orthopedics in New York City and New Jersey, a private medical practice generating $30-40 million annual revenue

with 75 employees.

He has over a decade of experience as a private investor in over 20 biotechnology and biomedical device companies.

He has co-founded several other companies, including IGEA Ventures and STRYDD.

He is passionate about

finding technologies that facilitate advances in energy transition, biomedical devices and cancer therapeutics.

Lipson is a graduate

of Dartmouth College with a B.A.

degree in Chemistry and History and M.D.

degree from Harvard Medical School, Honors Society in Neuroscience,

and was a Fulbright Fellow at Karolinska Institute in Stockholm, Sweden.

Lipson’s leadership of numerous medical and other

technology growth companies and as an investor in many early-stage companies make him well qualified as a member of the Board.

are elected to hold office until the next annual meeting of stockholders and until their successors are elected and qualified.

meetings of the stockholders, for the selection of directors to succeed those whose terms expire, are held at such time each year as

designated by the Board of Directors.

Our officers are elected by the Board of Directors, which is required to consider that subject

at its first meeting after every annual meeting of shareholders.

Each officer holds office until his successor is elected and qualified

or until his earlier resignation or removal.

of the Board of Directors

do not currently have any committees of the Board of Directors.

He is passionate about finding technologies that facilitate

advances in energy transition, biomedical devices and cancer therapeutics.

Lipson is a graduate of Dartmouth College with a B.A.

in Chemistry and History and M.D.

degree from Harvard Medical School, Honors Society in Neuroscience, and was a Fulbright Fellow at Karolinska

Institute in Stockholm, Sweden.

Lipson’s leadership of numerous medical and other technology growth companies and as an investor

in many early-stage companies make him well qualified as a member of the Board.

Term of Office

Directors are elected to hold office until the

next annual meeting of stockholders and until their successors are elected and qualified.

Annual meetings of the stockholders, for the

selection of directors to succeed those whose terms expire, are held at such time each year as designated by the Board of Directors.

officers are elected by the Board of Directors, which is required to consider that subject at its first meeting after every annual meeting

of shareholders.

Each officer holds office until his successor is elected and qualified or until his earlier resignation or removal.

Committees of the Board of Directors

We do not currently have any committees of the

Board of Directors.

We consider a majority of our Board members (consisting of Messrs.

Levinthal, Suckling and Vorwerk) to be independent directors under NYSE American rules.

do not currently have an audit committee, compensation committee, or nominating and corporate governance committee.

To date, the functions

of each such committee have been performed by the entire Board of Directors.

As part of our application to have our shares of common

stock trade on the NYSE American, our corporate governance structure will be enhanced by, among other things, forming required Board

committees with qualified individuals.

Glenn, Levinthal, Suckling and Vorwerk) to be independent

directors under NYSE American rules.

Corporate Governance

We do not currently have an audit committee, compensation

committee, or nominating and corporate governance committee.

To date, the functions of each such committee have been performed by the

entire Board of Directors.

As part of our application to have our shares of common stock trade on the NYSE American, our corporate governance

structure will be enhanced by, among other things, forming required Board committees with qualified individuals.

Executive Compensation

The following table discloses compensation received

by our Co-Chief Executive Officers, David Graber and Sebastian Lux, for the years ended December 31, 2023, and 2022.

by our Chief Executive Officer, David Graber and our President and COO, Sebastian Lux, for the years ended December 31, 2024, and 2023.

The following table also sets forth information

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Sebastian Lux

Co-CEO, President, CFO

Graber and Lux, in consultation with our independent directors, have agreed to receive a monthly salary as our Co-Chief Executive Officers

at a rate of $20,000.

President, COO

Employment Arrangements

Graber, as our Chief Executive Officer and

Lux, as our President and COO, in consultation with our independent directors, have agreed to receive a monthly salary at a rate of

Of this amount, $15,000 is payable in cash and $5,000 is accrued until such time as we are able to make the payment.

20 unchanged sentences

be exercised, the number of shares of common stock that may be purchased under the rights and the option price.

As of December 31, 2023,

the Company had no options outstanding under the Plan to employees, directors and outside consultants.

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.

As of December 31, 2024, the Company had 560,000 options outstanding under the Plan to employees, directors

and outside consultants.

On November 16, 2017, the Company’s Board

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of Officers and Directors

Our certificate of Incorporation provides that no director will be

liable to our company or our stockholders for monetary damages for breach of fiduciary duty acting in his/her capacity as a director,

except for liability (i) for any breach of the duty of loyalty to us or our stockholders;

(ii) for acts or omissions not in good faith

or which involve intentional misconduct or a knowing violation of law;

(iii) under Section 174 of the Delaware General Corporation Law

(the “DGCL”);

Our certificate of Incorporation provides that

no director will be liable to our company or our stockholders for monetary damages for breach of fiduciary duty acting in his/her capacity

as a director, except for liability (i) for any breach of the duty of loyalty to us or our stockholders;

(ii) for acts or omissions not

in good faith or which involve intentional misconduct or a knowing violation of law;

(iii) under Section 174 of the Delaware General Corporation

Law (the “DGCL”);

or, (iv) for any transaction from which the director derived an improper personal benefit.

If the DGCL is amended

to authorize corporate action further limiting or eliminating the personal liability of a director, then the liability of a director to

us shall be limited or eliminated to the fullest extent permitted by the DGCL, as so amended from time-to-time.

If the DGCL is

amended to authorize corporate action further limiting or eliminating the personal liability of a director, then the liability of a director

to us shall be limited or eliminated to the fullest extent permitted by the DGCL, as so amended from time-to-time.

Our certificate of incorporation and bylaws provide

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power to indemnify our Covered Persons as set forth in the DGCL or other applicable law.

certificate of incorporation and bylaws also provide that we will indemnify any person who was or is made a party or is threatened to

be made a party to any Proceeding by or in the right of our company to procure a judgment in its favor by reason of the fact that such

person is or was a Covered Person of our company or is or was serving at the request of our company as a Covered Person of another corporation,

partnership, joint venture, trust or other enterprise, against all liability and loss suffered and expenses (including attorneys’

fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person

acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of our company and

except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged

to be liable to our company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such

action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances

of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of

Delaware or such other court shall deem proper.

Notwithstanding the foregoing, our company shall be required to indemnify a person in

connection with a Proceeding (or part thereof) commenced by such person only if the commencement of such Proceeding (or part thereof)

by such person was authorized in the specific case by the Board.

bylaws further provide that, to the extent that a Covered Person has been successful on the merits or otherwise in defense of any Proceeding

referred to above, or in defense of any claim, issue or matter therein, we will indemnify such person against expenses (including attorneys’

fees) actually and reasonably incurred by such person in connection therewith.

actually and reasonably incurred by a Covered Person in defending a civil or criminal Proceeding may be paid by our company in advance

of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it

shall ultimately be determined that such person is not entitled to be indemnified by our company.

Such expenses may be so paid upon such

terms and conditions, if any, as the Board deems appropriate.

may purchase and maintain insurance on behalf of any person who is or was a Covered Person, or is or was serving at the request of our

company as a Covered Person of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted

against such person and incurred by such person in any such capacity, or arising out of his status as such, whether or not our company

would have the power to indemnify such person against such liability under the provisions of our bylaws.

Our certificate of incorporation and bylaws also

provide that we will indemnify any person who was or is made a party or is threatened to be made a party to any Proceeding by or in the

right of our company to procure a judgment in its favor by reason of the fact that such person is or was a Covered Person of our company

or is or was serving at the request of our company as a Covered Person of another corporation, partnership, joint venture, trust or other

enterprise, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by

such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such

person reasonably believed to be in or not opposed to the best interests of our company and except that no indemnification shall be made

in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to our company unless and only

to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine

upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and

reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem

Notwithstanding the foregoing, our company shall be required to indemnify a person in connection with a Proceeding (or part thereof)

commenced by such person only if the commencement of such Proceeding (or part thereof) by such person was authorized in the specific case

by the Board.

Our bylaws further provide that, to the extent

that a Covered Person has been successful on the merits or otherwise in defense of any Proceeding referred to above, or in defense of

any claim, issue or matter therein, we will indemnify such person against expenses (including attorneys’ fees) actually and reasonably

incurred by such person in connection therewith.

Expenses actually and reasonably incurred by a

Covered Person in defending a civil or criminal Proceeding may be paid by our company in advance of the final disposition of such Proceeding

upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person

is not entitled to be indemnified by our company.

Such expenses may be so paid upon such terms and conditions, if any, as the Board deems

We may purchase and maintain insurance on behalf

of any person who is or was a Covered Person, or is or was serving at the request of our company as a Covered Person of another corporation,

partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in

any such capacity, or arising out of his status as such, whether or not our company would have the power to indemnify such person against

such liability under the provisions of our bylaws.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

As of April 1, 2024, there were 11,375,459 shares

As of March 25, 2025, there were 2,586,982 shares

of common stock outstanding.

The following table sets forth certain information regarding the beneficial ownership of the outstanding

common shares as of April 1, 2024, by (i) each person who owns beneficially more than 5% of our outstanding common stock;

common shares as of March 25, 2025, by (i) each person who owns beneficially more than 5% of our outstanding common stock;

our executive officers and directors;

5 unchanged sentences

address of our executive officers and directors is at 500 West Putnam Avenue, Suite 400, Greenwich, CT, 6830.

The following table sets forth, as of April 1, 2024, certain information

with regard to the record and beneficial ownership of the Company’s common stock by (i) each person known to the Company to be the

record or beneficial owner of more than 5% of the Company’s common stock;

(ii) each director of the Company;

(iii) each of the named

executive officers;

The following table sets forth, as of March 25, 2025, certain information with regard to the record and beneficial ownership of the Company’s common stock by (i) each person

known to the Company to be the record or beneficial owner of more than 5% of the Company’s common stock;

(ii) each director of the

(iii) each of the named executive officers;

and, (iv) all executive officers and directors of the Company as a group:

Number of Shares

Percentage of

1 unchanged sentence

Executive Officers & Directors

4,003,806 (4)

Sebastian Lux

4 unchanged sentences

5% Shareholders

4,003,806 (4)

1,815,058 (5)

mailing address for each officer and director is c/o American Battery Materials, Inc., 500 West Putnam Avenue, Suite 400, Greenwich,

(2) Beneficial ownership is determined in accordance with the rules of

the SEC and generally includes voting or investment power with respect to securities.

Beneficial ownership also includes shares of stock

subject to options and warrants currently exercisable or exercisable within 60 days of April 1, 2024.

In determining the percent of common

stock owned by a person or entity as of April 1, 2024 (a) the numerator is the number of shares of the class beneficially owned by such

person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible

and, (b) the denominator is the sum of (i) the total shares of common stock outstanding as of April 1, 2024, which is 11,375,459,

and (ii) the total number of shares that the beneficial owner may acquire upon exercise of the derivative securities.

Unless otherwise

stated, each beneficial owner has sole power to vote and dispose of its shares.

(3) Based on 11,375,459 outstanding shares as of April 1, 2024.

shares owned by Cobrador Multi-Strategy Partners, LP, of which Mr.

The mailing address for each officer and director is c/o American Battery Materials, Inc., 500 West Putnam Avenue, Suite 400, Greenwich, CT 06830.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

Beneficial ownership also includes shares of stock subject to options and warrants currently exercisable or exercisable within 60 days of March 25, 2025.

In determining the percent of common stock owned by a person or entity as of March 25, 2025 (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities;

and, (b) the denominator is the sum of (i) the total shares of common stock outstanding as of March 25, 2025, which is 2,586,982, and (ii) the total number of shares that the beneficial owner may acquire upon exercise of the derivative securities.

Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares.

Based on 2,586,982 outstanding shares and 47,446 shares that may be acquired upon the exercise of the derivative securities as of March 25, 2025.

Includes shares owned by Cobrador Multi-Strategy Partners, LP, of which Mr.

Graber is the managing partner.

shares owned by (i) Automated Retail Leasing Partners, LP, of which Ms.

Kane is the managing partner, and (ii) AJS Properties LLC,

Includes shares owned by (i) Automated Retail Leasing Partners, LP, of which Ms.

Kane is the managing partner, and (ii) AJS Properties LLC, of which Ms.

Kane is the manager.

Graber owns a non-controlling interest in Automated Retail Leasing Partners.

Changes in Control

The issuance of 50,000 shares of Series A Preferred

5 unchanged sentences

in control” as that term is defined by the provisions of Item 403 of Regulation S.

Certain Relationships and Related Transactions, and Director Independence.

our small size and limited financial resources to date, we have not adopted formal policies and procedures for the review, approval or

ratification of transactions with our executive officers, directors and significant stockholders.

While we satisfy the requirements of

the DGCL for such related party transactions, we intend to establish additional formal policies and procedures in the future so that

such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof.

our common stock is currently quoted on the OTC Pink Open Market, we are not subject to the rules of any national securities exchange

that requires a majority of a listed company’s directors and specified committees of the board of directors to meet independence

standards prescribed by such rules.

However, we consider a majority of our Board members (consisting of Messrs.

Glenn, Levinthal, Suckling

and Vorwerk) to be independent directors in accordance with NYSE American listing rules.

Certain Relationships and Related

Transactions, and Director Independence.

Given our small size and limited financial resources

to date, we have not adopted formal policies and procedures for the review, approval or ratification of transactions with our executive

officers, directors and significant stockholders.

While we satisfy the requirements of the DGCL for such related party transactions, we

intend to establish additional formal policies and procedures in the future so that such transactions will be subject to the review, approval

or ratification of our Board of Directors, or an appropriate committee thereof.

Director Independence

As our common stock is currently quoted on the

OTC Pink Open Market, we are not subject to the rules of any national securities exchange that requires a majority of a listed company’s

directors and specified committees of the board of directors to meet independence standards prescribed by such rules.

However, we consider

a majority of our Board members (consisting of Messrs.

Glenn, Levinthal, Suckling and Vorwerk) to be independent directors in accordance

with NYSE American listing rules.

Principal Accountant Fees and Services.

following table provides information regarding the professional audit services and other services rendered to us by GreenGrowth CPAs

for the last two quarters of our fiscal year ended December 31, 2023, and Pinnacle Accountancy Group of Utah (a dba of the

registered firm Heaton & Company, PLLC), for audit and review services for the year ended December 31, 2022, and first two quarters

All fees described below were approved by Board:

following table provides information regarding the professional audit services and other services rendered to us by GreenGrowth CPAs for

the year ended December 31, 2024, and for the last two quarters of our fiscal year ended December 31, 2023, and Pinnacle Accountancy Group

of Utah (a dba of the registered firm Heaton & Company, PLLC), for the first two quarters of 2023.

All fees described below were approved

by the Board :

Audit Fees (1)

1 unchanged sentence

All Other Fees (4)

Fees” consist of fees billed for professional services rendered in connection with the audit of our annual financial statements,

review of our quarterly financial statements, and services that are normally provided by Pinnacle in connection with statutory and

regulatory filings or engagements.

“Audit-Related

Fees” consist of fees billed for professional services for assurance and related services that are reasonably related to the

performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.”

Fees” consist of fees billed for professional services rendered by Pinnacle for tax compliance, tax advice, and tax planning.

Other Fees” consist of fees billed for products and services other than the services reported in Audit Fees, Audit-Related

Fees, and Tax Fees.

Audit-Related

2023 and 2022, there were no fees paid to our principal accountants in connection with our compliance with Section 404 of the Sarbanes-Oxley

No other fees were billed by principal accountants for the last two years that were reasonably related to the performance

of the audit or review of our financial statements and not reported under “Audit Fees” above.

were no fees billed by principal accountants during the last two fiscal years for professional services rendered for tax compliance,

tax advice, or tax planning.

Accordingly, none of such services were approved pursuant to pre-approval procedures or permitted waivers

were no other non-audit-related fees billed to us by principal accountants in 2023 or 2022.

Policies and Procedures

of accounting services by us is not made pursuant to any pre-approval policies and procedures.

Rather, we believe that our accounting

firm is independent because all of its engagements by us are approved by our Board of Directors prior to any such engagement.

have an Audit Committee.

All fees listed above were pre-approved in accordance with this policy.

“Audit Fees” consist of fees billed for professional services rendered in connection with the audit of our annual financial statements, review of our quarterly financial statements, and services that are normally provided by GreenGrowth CPAs in connection with statutory and regulatory filings or engagements.

“Audit-Related Fees” consist of fees billed for professional services for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees”

Fees” consist of fees billed for professional services for tax compliance, tax advice, and tax planning.

Other Fees” consist of fees billed for products and services other than the services reported in Audit Fees, Audit-Related Fees,

and Tax Fees.

Audit-Related Fees

During 2024 and 2023, there were no fees paid

to our principal accountants in connection with our compliance with Section 404 of the Sarbanes-Oxley Act of 2002.

No other fees were

billed by principal accountants for the last two years that were reasonably related to the performance of the audit or review of our financial

statements and not reported under “Audit Fees” above.

There were no fees billed by principal accountants

during the last two fiscal years for professional services rendered for tax compliance, tax advice, or tax planning.

Accordingly, none

of such services were approved pursuant to pre-approval procedures or permitted waivers thereof.

All Other Fees

There were no other non-audit-related fees billed

to us by principal accountants in 2024 or 2023.

Pre-Approval Policies and Procedures

Engagement of accounting services by us is not

made pursuant to any pre-approval policies and procedures.

Rather, we believe that our accounting firm is independent because all of its

engagements by us are approved by our Board of Directors prior to any such engagement.

We do not have an Audit Committee.

All fees listed

above were pre-approved in accordance with this policy.

Exhibits and Financial Statement Schedules.

(a) Documents

filed as part of this Annual Report :

Company’s consolidated financial statements and related notes thereto are listed and included in this Annual Report (Item 8).

(2) Financial

statement schedules have been omitted either because they are not applicable, not required, or the information required to be set forth

therein is included in the financial statements or notes thereto.

of Independent Registered Public Accounting Firm.

to Financial Statements.

(b) Exhibits :

exhibits listed in the following Exhibit Index are filed as part of this Annual Report:

Documents filed as part of this Annual Report :

The Company’s consolidated financial statements and related notes thereto are listed and included in this Annual Report (Item 8).

Financial statement schedules have been omitted either because they are not applicable, not required, or the information required to be set forth therein is included in the financial statements or notes thereto.

Report of Independent Registered Public Accounting Firm.

Notes to Financial Statements.

The exhibits listed in the following Exhibit Index

are filed as part of this Annual Report:

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).

4 unchanged sentences

Certificate of Amendment of the Certificate Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on October 26, 2023).

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).

Description of Securities

8 unchanged sentences

(incorporated by reference to the Company’s Registration Statement on Form S-1 filed on February 12, 2024)

Data files pursuant to Rule 405 of Regulation S-T.*

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

Page Interactive Data File (embedded within the Inline XBRL document).

management contract or compensatory plan.

Interactive Data files pursuant to Rule 405 of Regulation S-T.*

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Filed herewith.

Furnished herewith.

Indicates management contract or compensatory plan.

Form 10-K Summary.

Company has elected not to provide a summary.

to the requirements of Section 13 or 15(d) 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.

The Company has elected not to provide a summary.

Pursuant to the requirements of Section 13 or

15(d) 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.

AMERICAN BATTERY MATERIALS, INC.

April 1, 2024

March 25, 2025

/s/ David Graber

Chief Executive Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated:

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated:

/s/ David Graber

Chief Executive Officer and Chairman

April 1, 2024

March 25, 2025

(Principal Executive Officer)

1 unchanged sentence

Chief Financial Officer

April 1, 2024

March 25, 2025

(Principal Financial and Accounting Officer)

1 unchanged sentence

President, Chief Operating Officer, Director

April 1, 2024

March 25, 2025

/s/ Dylan Glenn

April 1, 2024

March 25, 2025

/s/ Jared Levinthal

April 1, 2024

March 25, 2025

/s/ Andrew Suckling

April 1, 2024

March 25, 2025

/s/ Justin Vorwerk

April 1, 2024

March 25, 2025

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 9A. Controls and Procedures