ABAT American Battery Technology Company

 

 

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): January 6, 2025

 

AMERICAN BATTERY TECHNOLOGY COMPANY

(Exact name of registrant as specified in its charter)

 

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

 

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.

 

Departure of Chief Financial Officer

 

On January 6, 2025, Jesse Deutsch notified American Battery Technology Company (the “Company”) of his intent to retire and step down as Chief Financial Officer, effective January 31, 2025 (the “Retirement Date”). Mr. Deutsch’s departure is not related to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

 

Appointment of Interim Chief Financial Officer

 

On January 10, 2025, the Board of Directors of the Company appointed Paul McGarry to serve as Interim Chief Financial Officer of the Company, effective February 1, 2025. The Board of Directors of the Company has also initiated a process to conduct a thorough search for Mr. Deutsch’s permanent replacement.

 

Mr. McGarry, 57, currently serves as the Company’s Controller. Prior to joining American Battery Technology Company, Mr. McGarry served as the Senior Vice President, Finance and Chief Accounting Officer at Rockwell Medical, Inc., a healthcare company that develops, manufactures, commercializes, and distributes a portfolio of hemodialysis products for dialysis providers worldwide. In this role, Mr. McGarry led the Company’s global finance and accounting operations, including SEC reporting, treasury, and internal control functions. While at Rockwell, he played a pivotal role in multiple financings, an asset acquisition, commercial product launches and regulatory approvals, and remediation of several material weaknesses. Prior to joining Rockwell, Mr. McGarry served as Corporate Financial Controller at Alyvant, Inc., a healthcare start-up company that was part of the Roivant portfolio of Companies, where he was responsible for the buildout of the financial infrastructure and oversight of Alyvant’s financial management. Previously, Mr. McGarry served as Corporate Controller at Champions Oncology, Inc., a pharmaceutical company focused on the development of oncology drug products, where he was responsible for the oversight of Champions’ accounting and financial operations. Mr. McGarry began his accounting career at Deloitte & Touche LLP, serving as Audit Manager in Assurance and Advisory Services, where he served small and large cap public companies and was tasked with implementing worldwide Sarbanes-Oxley procedures and performed Sarbanes-Oxley training for international audit teams. Mr. McGarry earned a B.S. in Accounting from Pennsylvania State University and is a Certified Public Accountant in the state of New York.

 

There is no arrangement or understanding between Mr. McGarry and any other persons, pursuant to which he was selected as Interim Chief Financial Officer. Mr. McGarry has not engaged in any transaction, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest. There are no family relationships between Mr. McGarry and any director or executive officer of the Company.

 

On July 3, 2024, the Company entered into an Offer Letter (the “Offer Letter”) with Mr. McGarry, pursuant to which Mr. McGarry will be an at-will employee of the Company. Pursuant to the Offer Letter, Mr. McGarry will receive an annual base salary of $190,000. In addition, Mr. McGarry is eligible to receive 25,000 restricted stock units (RSUs) that will first vest 25% on the last day of the fiscal quarter following the one year anniversary of hire. Thereafter, the remaining RSUs will vest 1/12^th quarterly on the last day of the complete fiscal quarter worked until fully vested. Additionally, Mr. McGarry could achieve bonus equity compensation of 25,000 RSUs based solely on achieving certain performance milestones. The foregoing descriptions of the Offer Letter are qualified in their entirety by reference to the full text of the Offer Letter, a copy of which is filed as Exhibit 10.1 hereto, and the terms of which are incorporated by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit No.		Description
10.1		Offer Letter, dated July 3, 2024, between American Battery Technology Company and Paul McGarry
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: January 10, 2025	By:	/s/ Ryan Melsert
		Ryan Melsert
		Chief Executive Officer

 

 

Exhibit 10.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

v3.24.4

Cover	Jan. 06, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 06, 2025
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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