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Share Name | Share Symbol | Market | Type |
---|---|---|---|
American Battery Technology Company (QX) | USOTC:ABML | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 9.83 | 0.00 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
|
(Commission File No.) |
|
(IRS Employer Identification Number) |
(Address of principal executive offices) | (Zip Code) |
(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 | ||
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 March 15, 2024, 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, 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, (each an “Amended Offer Letter” and collectively the “Amended Offer Letters”).
Pursuant to Ryan Melsert’s Amended Offer Letter, Mr. Melsert requested to make a one-time equity election to receive 75,000 restricted stock units (“RSUs”) and 75,000 warrants with a five-year expiration at an exercise price of $2.00 per share in lieu of $150,000 in cash compensation. The RSUs and warrants shall vest immediately upon Mr. Melsert being entitled to receive cash compensation in the amount of $150,000.
Pursuant to Scott Jolcover’s Amended Offer Letter, Mr. Jolcover requested to make a one-time election to receive 11,500 RSUs and 11,500 warrants with a five-year expiration at an exercise price of $2.00 per share in lieu of $23,000 in cash compensation. The RSUs and warrants shall vest immediately upon Mr. Jolcover being entitled to receive cash compensation in the amount of $23,000.
Pursuant to Andrés Meza’s Amended Offer Letter, Mr. Meza requested to make a one-time equity election to receive 50,000 RSUs and 50,000 warrants with a five-year expiration at an exercise price of $2.00 per share in lieu of $100,000 in cash compensation. The RSUs and warrants shall vest immediately upon Mr. Meza being entitled to receive cash compensation in the amount of $100,000.
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, which are filed as Exhibit 10.1, 10.2, and 10.3 to this Current Report on Form 8-K, and are incorporated herein by reference.
Item 9.01 Exhibits
Exhibit No. |
Name | |
10.1 | Amendment to Offer Letter between American Battery Technology Company and Scott Jolcover dated, March 15, 2024 | |
10.2 | Amendment to Offer Letter between American Battery Technology Company and Ryan Melsert dated, March 15, 2024 | |
10.3 | Amendment to Offer Letter between American Battery Technology Company and Andrés Meza dated, March 15, 2024 | |
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: March 18, 2024 | By: | /s/ Ryan Melsert |
Ryan Melsert | ||
Chief Executive Officer |
Exhibit 10.1
AMENDMENT TO OFFER LETTER
American Battery Technology Company, a Nevada corporation (the “Company”) and Scott Jolcover do hereby amend the Offer Letter dated January 3, 2023, as follows:
To Schedule A, Section A, Compensation, a new subsection shall be added as follows: “6. One-Time Equity Election: In addition to any other equity election to which you may be entitled, at your request you may elect to receive a portion of your cash compensation in equity. Through a one-time election, you may receive 11,500 RSUs and 11,500 warrants with a five-year expiration at an exercise price of $2.00 per share in lieu of $23,000 in cash compensation. The RSUs and warrants shall vest immediately upon you being entitled to receive cash compensation in the amount of $23,000.
American Battery Technology Company, a Nevada corporation
| ||||
Signature: |
/s/ Ryan Melsert, March 15, 2024 | Signature: |
/s/ Scott Jolcover, March 15, 2024 | |
Name: |
Ryan Melsert | Name: |
Scott Jolcover |
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:
To Schedule A, Section A, Compensation, a new subsection shall be added as follows: “6. One-Time Equity Election: In addition to any other equity election to which you may be entitled, at your request you may elect to receive a portion of your cash compensation in equity. Through a one-time election, you may receive 75,000 RSUs and 75,000 warrants with a five-year expiration at an exercise price of $2.00 per share in lieu of $150,000 in cash compensation. The RSUs and warrants shall vest immediately upon you being entitled to receive cash compensation in the amount of $150,000.
American Battery Technology Company, a Nevada corporation
| ||||
Signature: |
/s/ Ryan Melsert, March 15, 2024 | Signature: |
/s/ Ryan Melsert, March 15, 2024 | |
Name: |
Ryan Melsert, CEO |
Name: |
Ryan Melsert | |
Signature: |
/s/ Andrés Meza, March 15, 2024 |
|
||
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:
To Schedule A, Section A, Compensation, a new subsection shall be added as follows: “6. One-Time Equity Election: In addition to any other equity election to which may be entitled, at your request you may elect to receive a portion of your cash compensation in equity. Through a one-time election, you may receive 50,000 RSUs and 50,000 warrants with a five-year expiration at an exercise price of $2.00 per share in lieu of $100,000 in cash compensation. The RSUs and warrants shall vest immediately upon you being entitled to receive cash compensation in the amount of $100,000.
American Battery Technology Company, a Nevada corporation | ||||
Signature: | /s/ Ryan Melsert, March 15, 2024 | Signature: | /s/ Andrés Meza, March 15, 2024 | |
Name: | Ryan Melsert | Name: | Andrés Meza |
Cover |
Mar. 15, 2024 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Mar. 15, 2024 |
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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