What changed in this filing

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Item 1. Financial Statements

2025-05-13 compared with 2024-11-14 · 321 added, 226 removed, 390 unchanged (58% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

September 30,

Current assets

31 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Operating Expenses

2 unchanged sentences

Operating loss

( 1,215,845 )

( 2,165,494 )

Other Expenses / Income

Gain (loss) on settlement of liabilities

Gain (loss) on extinguishment of debt

Fair value of stock issued for note modification

Extension fees due to SPAC Sponsor

Interest expense

1 unchanged sentence

Income (loss) from operations before income taxes

( 2,041,882 )

( 2,462,799 )

Provision for income taxes

2 unchanged sentences

$ ( 863,883 )

$ ( 2,041,882 )

$ ( 2,462,799 )

Net loss per share – basic and diluted

3 unchanged sentences

Statements of Changes in Stockholders’ Deficit

months Ended September 30, 2024 and 2023

months Ended March 31, 2025 and 2024

Equity/(Deficit)

Preferred stock

Additional Paid in

Stockholders’

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Shares issued for warrant exercise

Shares issued for cashlesswarrant exercise

Conversion of preferred stock to common stock

Shares issued for note modification

Shares issued with notes

( 2,462,799 )

Balance as of September 30, 2023

Balance as of March 31, 2024

$ ( 21,103,522 )

3 unchanged sentences

$ ( 6,806,565 )

Balance, value

$ ( 24,546,557 )

$ ( 6,806,565 )

Shares issued for services

Shares issued for note modification

( 2,041,882 )

Balance as of September 30, 2024

Stock based compensation

Balance as of March 31, 2025

$ ( 24,950,196 )

$ ( 7,154,245 )

Balance, value

$ ( 24,950,196 )

3 unchanged sentences

Consolidated Statements of Cash Flows

Nine Months Ended

September 30,

Three Months Ended

Cash Flows from Operating Activities

4 unchanged sentences

Stock based compensation

Loss (Gain) on settlement of liabilities

Accrued interest

Gain/loss on settlement of liabilities

Fair value of stock issued for note modification

3 unchanged sentences

Accounts payable and accrued expenses

Accrued interest

Net cash used in operating activities

( 1,911,600 )

Cash Flows from Investing Activities:

Acquisition of mineral claims

Net cash provided by (used in) investing activities

2 unchanged sentences

Proceeds from convertible notes – related party

Proceeds from promissory notes

Repayment of promissory notes

Proceeds from warrant exercises

Net cash provided by financing activities

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Accounts payable and accrued payable exchanged for convertible note

Receivable for convertible notes

Cashless exercise of warrants

accompanying notes are an integral part of the condensed consolidated unaudited financial statements.

1 unchanged sentence

to Condensed Consolidated Financial Statements

the Nine months ended September 30, 2024 and 2023

the Three Months Ended March 31, 2025 and 2024 (Unaudited)

1 - Nature of the Business

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.

(the “Company”) is a US based renewable energy company focused on the extraction, refinement and distribution

of technical minerals in an environmentally responsible manner.

Company formerly developed, marketed and distributed various self-serve electronic kiosks and mall/airport co-branded islands throughout

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reflect the Reverse Split.

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

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.

Company has been moving forward with its strategy of employing advanced brine extractive technology methodologies and has been in talks

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accompanying consolidated financial statements have been prepared on a going concern basis.

The Company had net loss of $ 2,041,882 during

the nine months ended September 30, 2024, has accumulated losses totaling $ 22,281,521 , and has a working capital deficit of $ 5,236,132

as of September 30, 2024.

These factors, among

others, indicate that the 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.

The Company had a net loss of $ 403,639 during

the three months ended March 31, 2025, has accumulated losses totaling $ 24,950,196 , and has a working capital deficit of $ 7,360,245

as of March 31, 2025.

These factors, among others, indicate

that the 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.

the Company can generate significant cash from operations, its ability to continue as a going concern is dependent upon obtaining additional

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life of the assets.

Equipment has estimated useful lives between three and seven years .

Expenditures for repairs and maintenance are

charged to expense as incurred.

Equipment has estimated useful lives between three

for repairs and maintenance are charged to expense as incurred.

of Long-lived Assets

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No impairment or capitalizable costs related to the

mineral claims were noted during the nine months ended September 30, 2024 and 2023.

mineral claims were noted during the three months ended March 31, 2025 and 2024.

Company presents basic and diluted earnings per share in accordance with ASC 260, “Earnings per Share.” Basic earnings per

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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.

of September 30, 2024, and December 31, 2023, there were approximately 285,728 and 657,407 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 nine months ended September 30, 2024 and 2023 because their inclusion would have been anti-dilutive due to the

Company’s net losses.

of March 31, 2025 and 2024, there were approximately 47,446 and 116,990 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

three months ended March 31, 2025 and 2024 because their inclusion would have been anti-dilutive due to the Company’s net losses.

Financial Instruments

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financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

Company recognized $ 0 revenue during the nine months ended September 30, 2024 and 2023.

Company recognized $ 0 revenue during the three months ended March 31, 2025 and 2024.

Company issues convertible notes as part of its financing strategy, which may contain embedded features such as conversion options, redemption

provisions, and contractual adjustments like most favored nations clauses.

Convertible debt is accounted for under ASC 470, Debt, as

amended by ASU 2020-06, Debt—Debt with Conversion and Other Options, adopted by the Company effective January 1, 2024.

This standard

simplifies the accounting by eliminating certain separation models for convertible instruments, requiring the Company to evaluate the

debt as a single instrument unless bifurcation of embedded derivatives is required under ASC 815, Derivatives and Hedging.

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.

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

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.

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.

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.

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.

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.

Accounting Pronouncements

August 2020, the FASB issued ASU No.

2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which

simplifies the accounting for convertible instruments.

ASU 2020-06 eliminates certain models that require separate accounting for embedded

conversion features, in certain cases.

Additionally, among other changes, the guidance eliminates certain of the conditions for equity

classification for contracts in an entity’s own equity.

The guidance also requires entities to use the if converted method for

all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments

that may be settled in cash or shares, except for certain liability-classified share-based payment awards.

This guidance is effective

beginning after December 15, 2023 and must be applied using either a modified or full retrospective approach.

Early adoption is permitted.

The Company adopted this guidance and applied it to its convertible notes issued throughout the three months ended March 31, 2025 and

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.

Notes Payable

Notes Payable and Promissory Notes Payable - Related Party

2014 and 2016, the Company issued two promissory notes in the total principal amount of $ 70,000 ;

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was governed by California law;

bears interest

at 10 % per annum;

bears interest at

10 % per annum;

and requires notice from the holder in order for the respective Note to be in default.

The holder of each Note has

failed to provide a notice of default under either Note.

Further, enforceability of each Note is uncertain as California law has a 6 -year

statute of limitations (commences on the maturity date) to initiate a collection action on a note.

At December 31, 2023, neither of the

Notes was in default and the balance outstanding was $ 70,000 .

The holder of each Note has failed

to provide a notice of default under either Note.

Further, enforceability of each Note is uncertain as California law has a 6 -year statute

of limitations (commences on the maturity date) to initiate a collection action on a note.

At December 31, 2023, neither of the Notes

was in default and the balance outstanding was $ 70,000 .

the year ended December 31, 2016, the Company issued two additional unsecured promissory notes and borrowed an aggregate amount of $ 80,000 .

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interest in the amount of $ 50,000 of principal and $ 27,972 of interest were converted into a $ 95,088 convertible note dated September

The replacement note was converted in shares of our common stock during the quarter ended December 31, 2022.

The replacement note was converted into shares of our common stock during the quarter ended December 31, 2022.

As of December

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interest at December 31, 2023, on these notes totaled $ 134,414 .

the nine months ended September 30, 2024, the above mentioned promissory notes were forgiven.

The principal in the amount of $ 100,000

and accrued interest in the amount of $ 2,997 were exchanged by the new convertible note in the amount of $ 102,997 .

Accrued interest in

the amount of $ 131,417 was forgiven by noteholder.

the year ended December 31, 2024, the above-mentioned promissory notes were forgiven.

The principal in the amount of $ 100,000 and accrued

interest in the amount of $ 2,997 were exchanged by the new convertible note in the amount of $ 102,997 .

Accrued interest in the amount

of $ 131,417 was forgiven by the noteholder.

the year ended December 31, 2022, the Company entered into 5 promissory note agreements in the aggregate amount of $ 250,000 , of which

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Accrued interest at December 31, 2023,

on these notes totaled $ 19,880 .

the nine months ended September 30, 2024:

March 21, 2024, two (2) promissory note agreements with the related party in the aggregate amount of $ 75,000

and accrued interest in the amount of $ 2,710

were forgiven by noteholder.

The noteholder was issued new convertible note in exchange.

March 22, 2024, one (1) promissory note in the aggregate amount of $ 50,000

and accrued interest in the amount of $ 5,322

were forgiven by noteholder.

The noteholder was issued new convertible note in exchange.

March 22, 2024, one (1) promissory note agreement with the related party in the aggregate amount of $ 100,000

and accrued interest in the amount of $ 10,500

were forgiven by noteholder.

The noteholder was issued new convertible note in exchange.

March 28, 2024, one (1) promissory note agreement in the aggregate amount of $ 25,000

was amended with increase in principal to $ 35,471 ,

increase of intertest rate from 9 %

and extended for 1

A total of 3,250

shares of common stock were issued as additional consideration for the note amendment.

Accrued interest as of September 30,

these notes totaled $ 19,880 .

the year ended December 31, 2024:

March 21, 2024, two (2) promissory note agreements with the related party in the aggregate amount of $ 75,000 and accrued interest

in the amount of $ 2,710 were exchanged by a new convertible note.

March 22, 2024, one (1) promissory note in the aggregate amount of $ 50,000 and accrued interest in the amount of $ 5,322 were forgiven

by the noteholder.

The noteholder was issued a new convertible note in exchange.

March 22, 2024, one (1) promissory note agreement with the related party in the aggregate amount of $ 100,000 and accrued interest

in the amount of $ 10,500 were forgiven by the noteholder.

The noteholder was issued a new convertible note in exchange.

March 28, 2024, one (1) promissory note agreement in the aggregate amount of $ 25,000 was amended with increase in principal to $ 35,471 ,

increase of intertest rate from 9 % to 10 % and extended for 1 year.

A total of 3,250 shares

of common stock were issued as additional consideration for the note amendment.

On October 23, 2024, the Company entered into

a transaction that triggered certain most favored nations (MFN) provisions under the note.

As such, the principal amount due under

the note has increased resulting in a new principal amount of $ 46,113 .

Additionally, the Company issued 9,223 shares of common stock

in compliance with the MFN terms.

The outstanding principal balance was $ 46,113 as of March 31, 2025.

Accrued interest as of March

31, 2025, was $ 3,869 .

May 16 and August 28, 2024, five (5) short-term promissory notes in the aggregate amount of $ 564,182

were issued to the related party.

The notes bare interest of 8 %.

The outstanding principal balance was $ 564,182

as of September 30, 2024.

Accrued interest at September 30, 2024 on these notes totaled $ 10,125 .

May 16 and August 28, 2024, five (5) short-term promissory notes in the aggregate amount of $ 564,182 were issued to the related party.

The notes beared interest of 8 %.

On September 30, 2024, these notes were consolidated into a new note with increase in principal

to $ 733,436 , increase of interest rate from 8 % to 10 % and 6-months term.

A total of 146,687 shares of common stock were issued to

a related party in connection with the agreement.

The outstanding principal balance was $ 733,436 as of March 31, 2025.

Accrued interest

at March 31, 2025, on the note was $ 47,204 .

the year ended December 31, 2023, the Company entered into short-term promissory note agreement in the amount of $ 125,000 .

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by a new note on January 1, 2024, with an increase of principal to $ 175,000 and interest rate of 10 %.

During the nine months ended September

During the year ended December

31, 2024, the note was extended to July 12, 2024, increasing principal to $ 225,000 .

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as additional consideration for the note extension.

During the nine months ended September 30, 2024 the note was partially repaid in

the amount of $ 150,000 .

Remaining principal in the amount of $ 75,000 and accrued interest in the amount of $ 32,551 were exchanged into

a new note promissory note.

The new short-term promissory note in the amount of $ 107,551 bears interest of 10 %.

The outstanding principal

balance was $ 107,551 as of September 30, 2024.

Accrued interest as of September 30, 2024 was $ 2,420 .

During the year ended December 31, 2024, the note was partially repaid in the amount

of $ 150,000 .

The remaining principal in the amount of $ 75,000 and accrued interest in the amount of $ 32,551 were exchanged into a new

promissory note.

The new short-term promissory note in the amount of $ 107,551 beared interest of 10 %.

The outstanding principal balance

was $ 107,551 as of September 30, 2024.

During the year ended December 31, 2024, the note was extended to March 31, 2025, increasing principal

to $ 139,817 .

A total of 27,963 shares of common stock were issued as additional consideration for the note extension.

The outstanding

principal balance was $ 139,817 as of March 31, 2025.

Accrued interest as of March 31, 2025, was $ 9,488 .

the year ended December 31, 2024, short-term promissory note in the amount of $ 99,098 was issued to the related party.

The note bears

interest of 10 %.

The outstanding principal balance was $ 99,098 as of March 31, 2025.

Accrued interest as of March 31, 2025, was $ 2,835 .

Notes Payable and Convertible Notes Payable – Related Party

February 2023, the Company entered into a convertible promissory note agreement in the amount of $ 25,000 with a related party.

has a 1 year term, bears interest of 9 % and has a conversion price equal to the lesser of (1) the most recent issuance price;

had a 1 -year term, beared interest of 9 % and had a conversion price equal to the lesser of (1) the most recent issuance price;

closing price for the common stock on the maturity date.

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interest as of December 31, 2023 was $ 1,881 .

nine months ended September 30, 2024, total principal in the amount of $ 25,000 and accrued interest in the amount of $ 2,574 were forgiven

by noteholder.

The noteholder was issued new convertible note in exchange.

year ended December 31, 2024, total principal in the amount of $ 25,000 and accrued interest in the amount of $ 2,574 were forgiven by

the noteholder.

The noteholder was issued new convertible note in exchange for the convertible note of $ 25,000 and a promissory note

of $ 100,000 .

The new note in the amount of $ 138,074 had a 1 -year term, beared interest of 7.5 %.

the year ended December 31, 2024, conditions of the issued note were amended under the Most Favored Nation (MFN) provision (see

the year ended December 31, 2023, the Company entered into Note Purchase Agreements with seven investors not affiliated with the Company

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for the Company’s common stock during the 20-consecutive trading days preceding the conversion.

the nine months ended September 30, 2024, notes with

six investors not affiliated with the Company were amended with increase in principal from $ 1,800,000 to $ 2,469,229 , increase

of intertest rate from 7.5 % to 10 % and extended until September 30, 2024.

the year ended December 31, 2024, notes with

six investors not affiliated with the Company were amended with an increase in principal from $ 1,950,000 to $ 3,394,584 , increase

of interest rate from 7.5 % to 10 % and extended until March 31, 2025.

A total of 234,000 shares

of common stock were issued according to the note agreements or as additional consideration for the note amendment.

As of September

31, 2025, total principal and accrued interest on these six notes totaled $ 3,394,584 and

$ 312,262 , respectively.

of the note with one (1) Purchaser remained unchanged.

As of September 30, 2024 total principal and accrued interest of the note totaled

$ 200,000 and $ 16,125 respectively.

the nine months ended September 30, 2024, the

Company entered into seven convertible promissory note agreements in the aggregate amount of $ 661,511 , of which $ 422,787 with

the related parties.

The Convertible Notes provide for a maturity of 10 and 12-months;

of the note with one (1) Purchaser were amended twice (once under the MFN provision) resulting in an increase in principal from $ 50,000

to $ 89,158 , increase of interest rate from 7.5 % to 10 % and extended until March 31, 2025.

Additionally, the Company issued 30,832 shares

of common stock in compliance with the MFN terms.

Accrued interest as of March 31, 2025, was $ 7,462 .

the year ended December 31, 2024, the

Company entered into ten convertible promissory note agreements in the aggregate amount of $ 736,511 , of which $ 447,787 with the

related parties.

The Convertible Notes provided for a maturity of 10 and 12 months;

7.5 %, 8 % and

10 % interest per annum.

Accrued interest as of September 30, 2024 was $ 26,366 .

maturities of debt remaining as of September 30, 2024 for each respective fiscal year end are as follows:

During the year ended December 31, 2024, conditions of the notes were amended under the Most Favored Nation

(MFN) provision resulting in increase in principal to $ 1,047,321 (of which $ 631,811 with the related parties), increase of interest rate

from 7.5 % to 10 % for all notes and extended until March 31, 2025.

Additionally, the Company issued 240,482 shares of common stock in

compliance with the MFN terms.

Accrued interest as of March 31, 2025, was $ 73,049 .

the three months ended March 31, 2025, the company entered into five convertible promissory note agreements in the aggregate amount of

$ 105,000 , of which $ 80,000 with the related parties.

The Convertible Notes provided for a maturity

of March 31, 2025 and bear 10 % interest per annum.

Accrued interest as of March 31, 2025, was $ 1,213 .

maturities of debt remaining as of March 31, 2025, for each respective fiscal year end are as follows:

of Maturities of Debt

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the year ended December 31, 2023.

following schedule provides minimum future rental payments required as of September 30, 2024.

following schedule provides minimum future rental payments required as of March 31, 2025.

of Minimum Future Rental Payments

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6 - Capital Stock

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

Company filed a certificate of amendment to its certificate of incorporation, which effectuated as of December 8, 2023, a reverse split

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common stock.

As of September 30, 2024 and December 31, 2023, there were 10,000,000 shares of preferred stock authorized, and 0 and 0

shares issued and outstanding, respectively.

Company has authorized 4,500,000,000 shares of common stock, with 11,674,934 and 11,373,793 shares issued and outstanding at September

30, 2024 and December 31, 2023, respectively.

the nine months ended September 30, 2024, the Company issued 41,391 shares of common stock for services valued at $ 14,261 and 259,750

shares of common stock for note modification.

the nine months ended September 30, 2023, the Company issued 54,916,669 shares of common stock for services valued at $ 373,650 ;

shares of common stock upon warrant exercises for an aggregate exercise price of $ 189,000 ;

16,799,491 shares of common stock upon cashless

warrant exercise;

10,000,000 shares of common stock upon conversion of 50,000 shares of its Series A Preferred stock, 16,635,226 shares

of common stock for note modification, and 13,046,809 shares of common stock in relation to issuance of promissory and convertible notes.

As of March 31, 2025, and December 31, 2024, there were 10,000,000 shares of preferred stock authorized, and 0 shares issued

and outstanding.

Company has authorized 100,000,000 shares of common stock, with 2,586,982 shares issued and outstanding at March 31, 2025 and December

the three months ended March 31, 2025, the Company hasn’t issued shares of common stock.

the three months ended March 31, 2024, the Company issued 333 shares of common stock for services valued at $ 1,566 and 47,450 shares

of common stock for note modification.

7 - Stock Options and Warrants

of September 30, 2024, the Company had the following warrant securities outstanding:

of March 31, 2025, the Company had the following warrant securities outstanding:

of Warrant Securities Outstanding

Exercise Price

2018 Warrants –financing

November 2024

2019 Warrants –financing

2020 Warrants for services

February 2025

2022 Exchange warrants

September 2025

summary of all warrant activity for the nine months ended September 30, 2024, is as follows:

summary of all warrant activity for the three months ended March 31, 2025, is as follows:

of Warrant Activity

Balance outstanding at December 31, 2024

Balance outstanding at September 30, 2024

Exercisable at September 30, 2024

intrinsic value of the outstanding warrants as of September 30, 2024, was $ 0 , as the exercise prices exceeded the common stock’s

fair market value per share on that date.

Balance outstanding at March 31, 2025

Exercisable at March 31, 2025

intrinsic value of the outstanding warrants as of March 31, 2025, was $ 0 , as the exercise prices exceeded the common stock’s fair

market value per share on that date.

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 three

months ended March 31, 2025, was determined to be $ 226,945 using the Black-Scholes-Merton option-pricing model based on the following

(i) volatility rate of 31 %, (ii) discount rate of 0 %, (iii) zero expected dividend yield, (iv) risk-free rate of 4.03 %,

(v) price of $ 0.31 , and (vi) expected life of 3 years.

A summary of option activity under the Company’s Equity

Incentive Plan as of March 31, 2025, and changes during the year then ended, is presented below:

of Stock Option Activity Under Equity Incentive Plan

Number of Options

Weighted Average Exercise Price

Weighted Average Remaining Contractual Term

Balance outstanding at December 31, 2024

Cancelled or expired

Balance outstanding at March 31, 2025

Exercisable at March 31, 2025

Incentive Plan

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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

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.

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.

There are currently

no awards issued and outstanding under the Plan.

There are currently no awards issued and outstanding under the Plan.

8 – Earnings Per Share

per share calculations are performed in accordance with ASC 260, ‘Earnings Per Share’.

Basic earnings per share is calculated

using the weighted average number of common shares issued and outstanding during the period, which were 2,586,982 and 2,275,979 for the

three months ended March 31, 2025, and March 31, 2024, respectively.

Diluted earnings per share includes the dilutive effect of potential

common shares, such as those issuable under convertible debt agreements, stock options, warrants, and preferred stock, unless their inclusion

is anti-dilutive.

For the three months ended March 31, 2025, and March 31, 2024, approximately 47,446 and 116,990 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.

9 - Segment Information

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

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.

the fiscal three months ended March 31, 2025, the CODM regularly receives and reviews the Company’s net income, and significant

operating expenses categories, which are integral to the measure of operating performance.

The significant expense categories include

employee compensation, office operations and professional services.

These expenses are presented below as they are included in the net

income measure used by the CODM:

Schedule of Segment Information

Three Months Ended

General and administrative

Wages and related

$ ( 208,747 )

$ ( 121,941 )

Office operations

Professional services

Other operating expenses

Total operating expenses

Other Expenses / Income

Gain (loss) on extinguishment of debt

Fair value of stock issued for note modification

Interest expense

Total other expenses / income

Net Income (Loss)

$ ( 403,639 )

$ ( 863,883 )

10 - Subsequent Events

October 7, 2024, the Company issued a convertible promissory note for the principal amount of $ 50,000 .

October 21, 2024, the Company issued a convertible promissory note to a related party for the principal amount of $ 25,000 .

October 23, 2024, the principal of a convertible note was increased by $ 82,937.50 in exchange for extending the maturity date of

the note to March 31, 2025 .

Additionally, the Corporation issued 71,879 shares of Common Stock to facilitate the extension of the

maturity date.

October 23, 2024, the principal of a convertible note was increased by $ 82,937.50 in exchange for extending the maturity date of

the note to March 31, 2025 .

Additionally, the Corporation issued 71,879 shares of Common Stock to facilitate the extension of the

maturity date.

October 23, 2024, the principal of a promissory note was increased by $ 32,265.41 in exchange for extending the maturity date of the

note to March 31, 2025 .

Additionally, the Corporation issued 27,963 shares of Common Stock to facilitate the extension of the maturity

October 23, 2024, the principal of a convertible note was increased by $ 101,125.00 in exchange for extending the maturity date of

the note to March 31, 2025 .

Additionally, the Corporation issued 87,642 shares of Common Stock to facilitate the extension of the

maturity date.

October 23, 2024, the principal of a convertible note was increased by $ 311,203.13 in exchange for extending the maturity date of

the note to March 31, 2025 .

Additionally, the Corporation issued 269,709 shares of Common Stock to facilitate the extension of the

maturity date.

October 23, 2024, the principal of a convertible note was increased by $ 145,162.50 in exchange for extending the maturity date of

the note to March 31, 2025 .

Additionally, the Corporation issued 125,808 shares of Common Stock to facilitate the extension of the

maturity date.

October 23, 2024, the principal of a related party convertible note was increased by $ 9,000.00 in exchange for extending the maturity

date of the note to March 31, 2025 .

Additionally, the Corporation issued 7,800 shares of Common Stock to facilitate the extension

of the maturity date.

October 23, 2024, the principal of a convertible note was increased by $ 60,000.00 in exchange for extending the maturity date of

the note to March 31, 2025 .

Additionally, the Corporation issued 52,000 shares of Common Stock to facilitate the extension of the

maturity date.

October 23, 2024, the principal of five promissory notes of a related party was increased by $ 169,254.50 in exchange for extending

the maturity date of the consolidation promissory note to March 31, 2025 .

Additionally, the Corporation issued 146,687 shares of

Common Stock to facilitate the extension of the maturity date.

October 23, 2024, the principal of related party convertible note was increased by $ 76,414.03 under the Most Favored Nation (MFN)

Additionally, the Corporation issued 66,225 shares of Common Stock, in compliance with the MFN terms.

October 23, 2024, the principal of a related party convertible note was increased by $ 90,388.56 under the Most Favored Nation (MFN)

Additionally, the Corporation issued 63,466 shares of Common Stock, in compliance with the MFN terms.

October 23, 2024, the principal of a convertible note was increased by $ 71,067.73 under the Most Favored Nation (MFN) provision.

Additionally, the Corporation issued 48,202 shares of Common Stock, in compliance with the MFN terms.

October 23, 2024, the principal of a promissory note was increased by $ 10,641.37 under the Most Favored Nation (MFN) provision.

Additionally,

the Corporation issued 9,223 shares of Common Stock, in compliance with the MFN terms.

October 23, 2024, the principal of a related party convertible note was increased by $ 7,500.00 under the Most Favored Nation (MFN)

Additionally, the Corporation issued 6,500 shares of Common Stock, in compliance with the MFN terms.

October 23, 2024, the principal of a convertible note was increased by $ 7,500.00 under the Most Favored Nation (MFN) provision.

Additionally,

the Corporation issued 6,500 shares of Common Stock, in compliance with the MFN terms.

October 23, 2024, the principal of a convertible note was increased by $ 16,596.58 under the Most Favored Nation (MFN) provision.

Additionally, the Corporation issued 14,384 shares of Common Stock, in compliance with the MFN terms.

October 23, 2024, the principal of a convertible note was increased by $ 7,621.46 under the Most Favored Nation (MFN) provision.

Additionally,

the Corporation issued 6,605 shares of Common Stock, in compliance with the MFN terms.

October 23, 2024, the principal of a convertible note was increased by $ 20,575.00 under the Most Favored Nation (MFN) provision.

Additionally, the Corporation issued 17,832 shares of Common Stock, in compliance with the MFN terms.

October 23, 2024, the principal of a convertible note was increased by $ 9,000.00 under the Most Favored Nation (MFN) provision.

Additionally,

the Corporation issued 7,800 shares of Common Stock, in compliance with the MFN terms.

October 23, 2024, the principal of a convertible note was increased by $ 15,000.00 under the Most Favored Nation (MFN) provision.

Additionally, the Corporation issued 13,000 shares of Common Stock, in compliance with the MFN terms.

October 16, 2024, the non-binding letter of intent (LOI) between American Battery Materials, Inc.

Nasdaq-listed special purpose acquisition company (SPAC) for a potential merger transaction expired without a completed

April 7, 2025, the Company issued a convertible promissory note to a related party for the principal amount of $ 50,000 .

April 15, 2025, the Company issued 25,000 shares of common stock to a party in exchange for services provided.

April 15, 2025, the Company issued 15,000 shares of common stock to a party in exchange for services provided.

April 21, 2025, the Company issued a convertible promissory for the principal amount of $ 25,000 .

April 25, 2025, the Company issued a convertible promissory for the principal amount of $ 25,000 .

April 23, 2025 and April 30, 2025 the Company entered into extension agreements with certain noteholders of its promissory and convertible

Under the terms of these agreements, the maturity dates of the notes were extended to July 31, 2025.

In consideration for

the extensions, the noteholders received a 10 % increase in the principal amount of their notes and additional shares of common stock.

The total additional shares issued in connection with these extensions amounted to 89,856 shares, and the aggregate principal increase

was $ 561,553 .

Favored Nation Adjustment:

One promissory note with an original maturity date of August 6, 2025, and an outstanding principal of

$ 39,000 , received terms consistent with the extension agreements, including a 10 % increase in principal (to $ 42,900 ) and 624 additional

shares of common stock, pursuant to a Most Favored Nation clause.

The maturity date of this note remains August 6, 2025.

April 27, 2025, the Company granted 6,000 stock options to a party under its 2024 Equity Incentive Plan for services rendered.

options have an exercise price of $ 7.50 per share and vested immediately on the grant date.

On May 6, 2025, the Company issued a convertible promissory

note for the principal amount of $ 25,000 .

On May 8, 2025, the Company issued a convertible promissory note for the

principal amount of $ 50,000 .

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-Q

Item 1. Financial Statements