Item 5. Market for Registrant’s Common Equity
Item
5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
There
is no established public trading market for our Common Stock. Our Common Stock is currently quoted on the OTC Markets Group’s Pink
(Current Information) Open Market under the trading symbol “BLTH”. For the periods indicated, the following table sets forth
the high and low bid prices per share of Common Stock based on inter-dealer prices, without retail mark-up, mark-down or commission and
may not represent actual transactions.
Fiscal Year 2023
High Bid
Low Bid
First Quarter
$ 18.00
$ 6.00
Second Quarter
$ 31.50
$ 1.50
Third Quarter
$ 28.50
$ 12.00
Fourth Quarter
$ 4.95
$ 3.00
Fiscal Year 2024
High Bid
Low Bid
First Quarter
$ 5.00
$ 0.15
Second Quarter
$ 3.75
$ 0.15
Third Quarter
$ 2.50
$ 0.15
Fourth Quarter
$ 5.00
$ 1.35
The
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
The
market value of our common stock is susceptible to significant changes driven by fluctuations in our quarterly operational results, general
market trends, and various external factors, many of which are outside our direct control. Additionally, broader market volatility, along
with general economic, business, and political conditions, may adversely affect the market demand for our common stock, regardless of
our actual or forecasted performance.
Penny
Stock Rules
The
Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.
Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities
exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities
is provided by the exchange or system).
Our
shares constitute penny stock under the Securities Exchange Act. The shares will remain penny stocks for the foreseeable future. The
classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more
difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his
or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to
comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.
The
penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver
a standardized risk disclosure document, which:
●
contains
a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading;
●
contains
a brief, clear, narrative description of a dealer market, including “bid” and “ask” price for the penny stock
and the significance of the spread between the bid and ask price;
●
contains
a toll-free telephone number for inquiries on disciplinary actions;
●
defines
significant terms in the disclosure document or in the conduct of trading penny stocks; and
●
contains
such other information and is in such form (including language, type, size and format) as the SEC shall require by rule or regulation.
19
The
broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:
●
the
bid and offer quotations for the penny stock;
●
the
compensation of the broker-dealer and its salesperson in the transaction;
●
the
number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the
market for such stock; and
●
monthly
account statements showing the market value of each penny stock held in the customer’s account.
In
addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer
must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s
written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and
a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have
difficulty selling their securities.
Reports
We
are subject to certain filing requirements and will furnish annual financial reports to our stockholders, audited by our independent
registered public accounting firm, and will furnish un-audited quarterly financial reports in our quarterly reports filed electronically
with the SEC. All reports and information filed by us can be found at the SEC website, www.sec.gov.
Issued
and Outstanding Shares
The
Company’s certificate of incorporation authorizes 100,000,000 shares of common stock, par value $0.001; and 10,000,000 shares of
preferred stock, par value $0.001. As of March 25, 2025, the Company had 2,586,982 shares of common stock, and 0 shares of preferred
stock, issued and outstanding.
Stockholders
As
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.
Dividend
Policy
The
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.
Stock
Transfer Agent and Warrant Agent
The
Company’s stock transfer agent is Transfer Online, 512 SE Salmon Street 2 nd Floor, Portland, OR 97214-3444. The Company
acts as its own warrant agent for its outstanding warrants and maintains all records for its preferred shares.
Recent
Issuances of Unregistered Securities
The
following information represents securities sold by the Company during the period covered by this Annual Report, and the subsequent period,
which were not registered under the Securities Act. Included are sales of reacquired securities, as well as new issues, securities issued
in exchange for property, services, or other securities, and new securities resulting from the modification of outstanding securities.
All issuances were exempt under Section 4(a)(2) of the Securities Act unless otherwise noted.
●
On
November 11, 2024, the Corporation issued 3,332 shares of Common Stock as compensation for services provided.
●
On
November 11, 2024, the Corporation issued 2,499 shares of Common Stock as compensation for services provided.
●
On
November 11, 2024, the Corporation issued 5,000 shares of Common Stock as compensation for services provided.
●
On
November 11, 2024, the Corporation issued 50,000 shares of Common Stock to a related party as compensation for services provided.
●
On
November 11, 2024, the Corporation issued 50,000 shares of Common Stock to a related party as compensation for services provided.
●
On
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 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.
20
Shares Repurchased by the Registrant
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. On
August 13, 2024, the Board of Directors adopted the American Battery Materials Inc. 2024 Incentive Compensation Plan, which was
deemed desirable and in the best interests of the Corporation, authorizing the executive officers to implement and administer this
new plan, reserving 800,000 shares of Common Stock for issuance. Awards may be granted to employees, officers, directors,
consultants, agents, advisors and independent contractors of the Company and its related companies. Such options may be designated
at the time of grant as either incentive stock options or non-qualified stock options. Stock based compensation includes expense
charges related to all stock-based awards. Such awards include options, warrants and stock grants. Generally, the Company issues
stock options that vest over three years and expire in 5 to 10 years.
The Company records share-based payments under
the provisions of FASB ASC 718. Stock based compensation expense is recognized over the requisite service period based on the grant date
fair value of the awards. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing
model on certain assumptions. The Company estimated the expected volatility based on data used by peer groups of public companies. The
expected term was estimated using the simplified method. The risk-free interest rate assumption was determined using the equivalent U.S.
Treasury bonds yield over the expected term. The Company has never paid any cash dividends and does not anticipate paying any cash dividends
in the foreseeable future. Therefore, the Company assumed an expected dividend yield of zero.
The following table sets forth information as
of December 31, 2024, regarding equity compensation plans under which the equity securities are authorized for issuance.
Equity Plan Compensation Information
Plan
Category
Number
of
securities
to
be
issued
upon
exercise
of
outstanding
options,
warrants
and
rights
Weighted
average
exercise
price
of
outstanding
options,
warrants
and
rights
Number
of
securities
remaining
available
under
equity
compensation
Plans
Equity
compensation plans approved by securities holders (1)
560,000
$ 1.55-
240,000
Equity
compensation plans not approved by security holders
-
$ -
Total
-
-
(1)
Pursuant to the 2024 Equity Incentive Plan.
Item 6. [Reserved].
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.