ABML American Battery Technology Company (QX)

 

 

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): November 29, 2023

 

AMERICAN BATTERY TECHNOLOGY COMPANY

(Exact name of registrant as specified in its charter)

 

Nevada		001-41811		33-1227980
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(IRS Employer Identification Number)

 

100 Washington Street, Suite 100 Reno, NV		89503
(Address of principal executive offices)		(Zip Code)

 

(775) 473-4744

(Registrant’s telephone number including area code)

 

N/A

(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 registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	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
Common stock, $0.001 par value		ABAT		The Nasdaq Stock Market LLC

 

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).

 

Emerging growth company ☐

 

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 November 29, 2023, American Battery Technology Company (the “Company”) entered into an amendment to the offer letter by and between the Company and the Company’s Chief Resource Officer, Scott Jolcover, dated January 3, 2023, and on December 1, 2023, the Company entered into an amendment to the offer letter by and between the Company and the Company’s Chief Operating Offer, Andrés Meza, dated January 3, 2023, and the offer letter by and between the Company and the Company’s Chief Executive Officer, Chief Technology Officer, and Director, Ryan Melsert, dated July 31, 2022, (collectively the “Amended Offer Letters”).

 

Pursuant to the Amended Offer Letters, the Company (i) added certain performance-based bonus milestones for bonus equity compensation for fiscal year 2024 and (ii) replaced the change of control provision to allow for unvested equity compensation to become immediately exercisable upon a change of control.

 

The foregoing description of the Amended Offer Letters is a summary of the material terms thereof, do not purport to be complete, and are qualified in their entirety by reference to the full text of the Amended Offer Letters of Scott Jolcover, Ryan Melsert, and Andrés Meza filed with this report as Exhibit 10.1, 10.2, and 10.3 respectively, each of which are incorporated herein by reference.

 

Item 9.01 Exhibits

 

Exhibit No.		Name
10.1		Amended Offer Letter between American Battery Technology Company and Scott Jolcover dated, November 29, 2023
10.2		Amended Offer Letter between American Battery Technology Company and Ryan Melsert dated, December 1, 2023
10.3		Amended Offer Letter between American Battery Technology Company and Andrés Meza dated, December 1, 2023
104		Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101).

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	AMERICAN BATTERY TECHNOLOGY COMPANY
Date: December 4, 2023	By:	/s/ Ryan Melsert
		Ryan Melsert
		Chief Executive Officer

 

 

 

Exhibit 10.1

 

 

 

 

 

 

Exhibit 10.2

 

AMENDMENT TO OFFER LETTER

 

American Battery Technology Company, a Nevada corporation (the “Company”) and Ryan Melsert do hereby amend the Offer Letter dated July 31, 2022, as follows:

 

Immediately following the last sentence of Section 4.6, the following sentence is hereby added: “Notwithstanding anything in this Offer Letter to the contrary, upon the occurrence of a Change of Control, all of your unvested equity compensation, including but not limited to RSUs, options, or warrants, shall vest immediately and be fully exercisable.”

 

Within Section 4.6, the following clause is hereby removed: “(a) all unvested equity compensation, including but not limited to options or warrants, shall vest immediately upon you becoming entitled to CIC Severance Payment and (b)”.

 

For bonus compensation for Fiscal Year 2024, the following shall be added to Schedule A-1:

 

SCHEDULE A-1

 

Fiscal Year 2024 Bonus Milestone Criteria

 

Bonus Compensation Milestones

 

Weighting of each milestone is identified below.

 

1. TRIC Recycling Operations - 15%: Achieve Board of Directors approved Recycling Manufacturing FY24 Ramp Plan

 

2. Recycling Technology - 15%: Complete Phase 2.0 Design and place purchase orders for all major equipment

 

3. Tonopah Flats Resource – 15%: Publish Measured and Indicated Resource Report

 

4. Primary Lithium Technology - 15%: Produce lithium hydroxide volume from pilot plant to achieve R&D and process development requirements as approved by the Board of Directors

 

5. EH&S - 10%: Achieve 95% of employees trained on all assigned Safety Training

 

6. Finance – 10%: Achieve capital raise and cash management metrics in the Board of Directors approved Capital Plan

 

7. Compliance - 10%: Company will be in compliance with terms of all contracts and reporting requirements demonstrated by maintaining good standing on all government contracts, meeting all SEC rules and regulations, and achieving no identified material weaknesses in internal controls during the FY24 audit

 

8. Governance - 10%: Achieve Board of Directors approved Governance Plan

 

 

For the avoidance of doubt, the bonus equity compensation set forth in Schedule A(3) shall be repeated in the same amounts for Fiscal Year 2024, using the Bonus Milestone Criteria set forth above. Upon achievement of the Bonus Milestone Criteria for Fiscal Year 2024, the equity award shall be calculated as of the date of mutual execution of this Amendment.

 

American Battery Technology Company, a Nevada corporation
Signature:	/s/ Ryan Melsert		Signature:	/s/ Ryan Melsert
Name:	Ryan Melsert, CEO		Name:	Ryan Melsert
Signature:	/s/ Andrés Meza
	Andrés Meza, COO

 

 

 

Exhibit 10.3

 

AMENDMENT TO OFFER

LETTER

 

American Battery Technology Company, a Nevada corporation (the “Company”) and Andrés Meza do hereby amend the Offer Letter dated January 3, 2023, as follows:

 

Immediately following the last sentence of Section 4.6, the following sentence is hereby added: “Notwithstanding anything in this Offer Letter to the contrary, upon the occurrence of a Change of Control, all of your unvested equity compensation, including but not limited to RSUs, options, or warrants, shall vest immediately and be fully exercisable.”

 

Within Section 4.6, the following clause is hereby removed: “(a) all unvested equity compensation, including but not limited to options or warrants, shall vest immediately upon you becoming entitled to CIC Severance Payment and (b)”.

 

For bonus compensation for Fiscal Year 2024, the following shall be added to Schedule A-1:

 

SCHEDULE A-1

 

Fiscal Year 2024 Bonus Milestone Criteria

 

Bonus Compensation Milestones

 

Weighting of each milestone is identified below.

 

1. TRIC Recycling Operations - 15%: Achieve Board of Directors approved Recycling Manufacturing FY24 Ramp Plan

 

2. Recycling Technology - 15%: Complete Phase 2.0 Design and place purchase orders for all major equipment

 

3. Tonopah Flats Resource – 15%: Publish Measured and Indicated Resource Report

 

4. Primary Lithium Technology - 15%: Produce lithium hydroxide volume from pilot plant to achieve R&D and process development requirements as approved by the Board of Directors

 

5. EH&S - 10%: Achieve 95% of employees trained on all assigned Safety Training

 

6. Finance – 10%: Achieve capital raise and cash management metrics in the Board of Directors approved Capital Plan

 

7. Compliance - 10%: Company will be in compliance with terms of all contracts and reporting requirements demonstrated by maintaining good standing on all government contracts, meeting all SEC rules and regulations, and achieving no identified material weaknesses in internal controls during the FY24 audit

 

8. Governance - 10%: Achieve Board of Directors approved Governance Plan

 

For the avoidance of doubt, the bonus equity compensation set forth in Schedule A(3) shall be repeated in the same amounts for Fiscal Year 2024, using the Bonus Milestone Criteria set forth above. Upon achievement of the Bonus Milestone Criteria for Fiscal Year 2024, the equity award shall be calculated as of the date of mutual execution of this Amendment.

 

 

American Battery Technology Company, a Nevada corporation
Signature:	/s/ Ryan Melsert		Signature:	/s/ Andrés Meza
Name:	Ryan Melsert		Name:	Andrés Meza

 

 

v3.23.3

Cover	Nov. 29, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 29, 2023
Entity File Number	001-41811
Entity Registrant Name	AMERICAN BATTERY TECHNOLOGY COMPANY
Entity Central Index Key	0001576873
Entity Tax Identification Number	33-1227980
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	100 Washington Street
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Reno
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89503
City Area Code	(775)
Local Phone Number	473-4744
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.001 par value
Trading Symbol	ABAT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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