Current Report Filing (8-k)
August 05 2022 - 4:33PM
Edgar (US Regulatory)
0001576873
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0001576873
2022-08-01
2022-08-01
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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): August 1, 2022
AMERICAN
BATTERY TECHNOLOGY COMPANY
(Exact
name of Registrant as specified in its charter)
Nevada |
|
000-55088 |
|
33-1227980 |
(State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
Incorporation) |
|
File
Number) |
|
Identification
Number) |
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:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: None
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
|
|
|
|
|
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
August 1, 2022, American Battery Technology Company (the “Company”) and its Chief Executive Officer and Chief Technical Officer,
Ryan Melsert, entered into an Executive Employment Agreement (the “Agreement”). Under the Agreement, Mr. Melsert will continue
to serve as the Company’s Chief Executive Officer and Chief Technical Officer.
The
Agreement is effective as of August 1, 2022, and will continue for two years thereafter. Pursuant to the Agreement, Mr.
Melsert’s annual salary is $425,000, which at Mr. Melsert’s election can be reduced to $325,000 per year through
December 31, 2022, in exchange for 60,000 restricted stock units (“RSUs”) that
shall fully vest on January 1, 2023. Mr.
Melsert will also be
eligible to receive performance-based bonuses tied to specific strategic milestones at 75% of his annual salary, $1,000,000
in RSUs and $3,000,000 in warrants with a five-year expiration and exercise price as calculated by Black-Scholes at the time of the
grant. The performance-based bonuses will be pro-rated according to the specific weight of each milestone.
If,
during the term of the Agreement, the Company terminates Mr. Melsert’s employment without Cause (as defined in the Agreement),
the Company will pay Mr. Melsert severance (i) equal to 12 months of his salary at the time of termination and (ii) 12 months
of payment for his COBRA coverage (the “Severance”). The Company may at its discretion also provide Mr. Melsert with
a salary continuation for up to an additional 12 months. The Company’s obligation to pay Mr. Melsert any of the Severance is conditioned
upon his compliance with the terms of his Agreement and executing an irrevocable release in favor of the Company from any and all liability
and claims regarding his employment with the Company.
Under
the Agreement, Mr. Melsert is making non-compete covenants that apply during his employment and for the initial 12-month period,
(or up to an additional 12-month period, totaling 24 months) following termination of his employment as defined in the
Agreement.
The
foregoing summary of the Agreement is not complete. Reference is made to the text of the Agreement, attached as Exhibit 10.1 to this
Current Report on Form 8-K, and incorporated by reference herein.
Item
9.01 Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed
on its behalf by the undersigned hereunto duly authorized.
|
AMERICAN
BATTERY TECHNOLOGY COMPANY |
|
|
Date:
August 5, 2022 |
/s/
Ryan Melsert |
|
Ryan
Melsert |
|
Chief
Executive Officer |
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