Current Report Filing (8-k)
February 02 2022 - 5:17PM
Edgar (US Regulatory)
0001576873
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0001576873
2022-02-02
2022-02-02
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): February 2, 2022
AMERICAN
BATTERY TECHNOLOGY COMPANY
(Exact
name of Registrant as specified in its charter)
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Nevada
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000-55088
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33-1227980
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File Number)
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Identification
Number)
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100
Washington Street, Suite 100
Reno,
NV 89503
(Address
of principal executive offices)
Tel:
(775) 473-4744
(Registrant’s
Telephone Number)
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any
of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act: None
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
Any
information required to disclosed in this Item 3.02 is hereby incorporated by reference to Item 8.01 below.
Item
8.01 OTHER EVENTS.
Series
A Redemption
As
previously reported on August 30, 2021, the Board of Directors of the Company authorized the redemption of all of the 500,000 outstanding
shares of Series A Preferred Stock. As of January 27, 2022, all outstanding shares of Series A Preferred Stock have been returned to
the Company’s transfer agent and cancelled on the Company’s books.
Series
C Conversion
As
of date of the report, all of the holders of American Battery Technology Company’s (the “Company”) Series C Preferred
Stock (the “Series C Holders”) have converted their shares into common stock, par value $.001 (“Common Stock”)
or have been mailed notices that their shares of Series C Preferred Stock (“Mandatory Conversion Notices”) will be converted
to Common Stock. Since October 1, 2021, the Company has issued 3,216,000 shares of Common Stock in conversion of the Series C
shares (included those shares to be issued in connection with the Mandatory Conversion Notices).
Upon
deemed receipt of the Mandatory Conversion Notices, all shares of Series C Preferred Stock still outstanding will be cancelled by the
Company and no shares of Series C Preferred Stock will remain outstanding. In addition, at such time, the Company will not have any outstanding
shares of any other class of Preferred Stock.
The
shares of Common Stock issued in exchange for the Series C Preferred Stock were not registered and were issued pursuant to Section 3(a)(9)
of the Securities Act of 1933, as amended. No commission or other remuneration was paid or given directly or indirectly for solicitation
of the exchange. The Company received no cash proceeds from the exchange.
Dividend
Payment
The
Board of Directors of the Company have approved a dividend to the Series C Holders representing an 8% dividend (the “Series C Dividend”)
on the stated value of the Series C Preferred Stock from the date the shares were issued through the date of conversion
into Common Stock. The aggregate amount of the Series C Dividends to be paid by the Company is $125,700 and will be paid to the
Series C Holder that held such stock immediately prior to each respective conversion. The Series C Dividend is expected to be
paid by the Company February 9, 2022.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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AMERICAN
BATTERY TECHNOLOGY COMPANY
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Date:
February 2, 2022
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/s/
Ryan Melsert
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Ryan
Melsert
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Chief
Executive Officer
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