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): July 3, 2024

 

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 1.01 Entry into a Material Definitive Agreement.

 

On May 17, 2023, American Battery Technology Company (the “Company”) entered into a Marketing Agreement (the “Marketing Agreement”) with Mercuria Energy America, LLC (“Mercuria Energy”), whereby the Company agreed to compensate Mercuria Energy with a marketing fee associated with services to facilitate the sale of black mass material generated at the Company’s battery recycling facility to final customers throughout the world. Disputes arose concerning the Marketing Agreement, and on July 3, 2024, the parties agreed to resolve their respective disputes (the “Settlement Agreement”). Under the terms of the Settlement Agreement, the Company agreed to make six monthly payments to Mercuria Energy of $300,000. Upon the completion of the payments, the parties agreed to release any and all claims, disputes, actions, suits, proceedings, demands and/or liabilities in law and/or equity or otherwise.

 

The foregoing is a summary of the material terms of the Settlement Agreement and does not purport to be complete. The Settlement Agreement is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 8.01. Other Events.

 

On July 10, 2024, the Company issued a press release announcing that it has entered into an agreement for the direct purchase of its recycled black mass material by a domestic strategic customer.

 

A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit No.		Description
10.1		Settlement Agreement, dated July 3, 2024, between American Battery Technology Company and Mercuria Energy America, LLC**
99.1		Press Release, dated July 10, 2024
104		Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101).
**		Certain Confidential information contained in this exhibit has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Additionally, certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) under Regulation S-K.

 

 

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: July 10, 2024	By:	/s/ Ryan Melsert
		Ryan Melsert
		Chief Executive Officer

 

 

 

Exhibit 10.1

 

Certain confidential information contained in this document, marked by brackets as [***], has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. In addition, certain personally identifiable information contained in this document, marked by brackets as [***], has been omitted from this exhibit pursuant to Item 601(a)(6) under Regulation S-K.

 

SETTLEMENT AGREEMENT

 

This Settlement Agreement is dated July 2, 2024:

 

BETWEEN:

 

(1)	Mercuria Energy America, LLC (“Mercuria”); and
(2)	American Battery Technology Company (“ABTC”)

 

Individually a “Party” and collectively the “Parties.”

 

WHEREAS:

 

(A)	The Parties entered into a transaction dated as of May 17, 2023, including a Marketing Agreement1;
(B)	Disputes have arisen between the Parties concerning the Marketing Agreement including Mercuria’s claim that as from June 3, 2024 (the “Original Payment Due Date”), ABTC owes Mercuria $3,205,215.96, before any applicable interest and attorneys’ fees in respect thereof (hereinafter for ease of reference only referred to as the “$3.2MM Claim”); and
(C)	Mercuria and ABTC now wish to enter into an agreement to resolve their disputes concerning the Marketing Agreement, on the terms and conditions set out below.

 

For good and valuable consideration, the receipt and sufficiency of which the Parties acknowledge,

 

IT IS HEREBY AGREED as follows:

 

1.	At or before the time of execution of this Settlement Agreement, ABTC’s Chief Financial Officer shall issue a letter (with copy to be emailed to Mercuria), in which he will memorialize a standing, internal direction for ABTC to make the installment payments to Mercuria on or before the dates specified in the below agreed upon schedule, noting that September 1 and December 1, 2024 fall on a Sunday.
2.	ABTC shall pay Mercuria $1,800,000 (one million eight hundred thousand dollars) over six (6) months in six (6) payments of $300,000 per month (the $1,800,000 at times referred to as the “Settlement Sum”).
3.	Each such payment shall be paid into the following bank account designated by Mercuria:

 

	Account Name:	[***]
	Bank Account No.:	[***]
	Active ACH Blocks/Filters on file:	[***]
	Routing number DOM. WIRES:	[***]

 

¹ Unless otherwise indicated, defined terms herein are as defined in the Marketing Agreement and/or related documents (which include, without limit, the Loan Facility and a certain Intercreditor Agreement dated as of December 15, 2023).

 

 

	Routing number ACH/EFT:	[***]
	SWIFT Code INTL WIRES:	[***]
	Bank Name:	[***]
	Bank Address:	[***]
	Payment Reference:	[***]

 

4.	ABTC will not be released from liability nor from the existing liens/Collateral for the $3.2MM Claim unless and until Mercuria has received the six payments, including timely payments and any late payments which Mercuria chooses to accept per Clause 5 hereof.
5.	Time shall be of the essence as to each of the six payments; the $1,800,000 shall be paid on or before the following dates:

 

	July 5, 2024	$300,000
	August 1, 2024	$300,000
	September 1, 2024	$300,000
	October 1, 2024	$300,000
	November 1, 2024	$300,000
	December 1, 2024	$300,000

 

Mercuria reserves all rights to pursue the $3.2MM Claim unless and until all six payments are made on or before their respective due dates, subject to any default in such payment being a Cured Default (as such term is defined below). If ABTC should default (including if any of the six payments is not made on or before its respective due date and such late payment is not a Cured Default as such term is defined below), Mercuria shall have the right to pursue recovery of the $3.2MM Claim (less any payments received by Mercuria made pursuant to this Settlement Agreement), with ABTC reserving any and all defenses as to Mercuria’s recovery of any amount above the $1,800,000 due under the Settlement Agreement, provided, however, that nothing herein is or shall be construed as a waiver of any of ABTC’s rights and defenses concerning Mercuria’s breach(es) of this settlement agreement; and provided that Mercuria will have the right: (a) to accept a late payment, thereby waiving its rights and remedies resulting from that particular default (which shall be deemed a “Cured Default”); or (b) to promptly reject a late payment on notice to ABTC, thereby retaining its rights and remedies resulting from that particular default.

 

6.	Interest will apply on the delayed payment from the Original Payment Due Date at a rate of 10% P.A.: (a) to be waived if ABTC completes all six payments on time or with late payments Cured; and (b) to be increased to 12% P.A. if ABTC defaults without a corresponding Cured Default.

 

 

7.	Upon receipt, as provided above, of the Settlement Sum in full by Mercuria, and in consideration of the foregoing and for all other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Party, on behalf of itself and its agents, servants, employees, representatives, associates, members, officers, directors, shareholders, owners, parents, principals, subsidiaries, affiliates, related companies, joint ventures, partners, principals, predecessors, successors, assigns, insurers, and attorneys, and each of them, hereby releases and forever discharges the other Party and its agents, servants, employees, representatives, associates, members, officers, directors, shareholders, owners, parents, principals, subsidiaries, affiliates, related companies, joint ventures, partners, principals, predecessors, successors, assigns, insurers, and attorneys, and each of them, from and against any and all known and unknown claims, demands, debts, liabilities, losses, obligations, costs, expenses, attorneys’ fees, damages (including but not necessarily limited to direct, indirect, incidental, consequential, compensatory, punitive and/or exemplary damages), actions and causes of action, of any nature or kind, that each Party has or may have against the other Party, by reason of anything occurring on or before the date of this Settlement Agreement; provided, however, that nothing in this Settlement Agreement will be deemed to release the Parties from their obligations under this Settlement Agreement. For the avoidance of doubt: (a) the foregoing release includes any and all claims, disputes, actions, suits, proceedings, demands and/or liabilities in law and/or equity or otherwise; and (b) this Clause 7 is ineffective and does not apply should ABTC default hereunder and such default is not a Cured Default as provided in Clause 5(a) hereof.
8.	Upon receipt, as provided above, of the Settlement Sum in full by Mercuria, each Party, and its agents, servants, employees, representatives, associates, members, officers, directors, shareholders, owners, parents, principals, subsidiaries, affiliates, related companies, joint ventures, partners, principals, predecessors, successors, assigns, insurers, and attorneys, and each of them, undertake not to commence or pursue proceedings in respect of any claim whatsoever arising out of or in connection with the $3.2MM Claim and/or the Marketing Agreement and/or related documents, and to indemnify and hold the other Party, and its agents, servants, employees, representatives, associates, members, officers, directors, shareholders, owners, parents, principals, subsidiaries, affiliates, related companies, joint ventures, partners, principals, predecessors, successors, assigns, insurers, and attorneys, and each of them, harmless from and against any further claims, allegations, demands, causes of actions, suits, proceedings, liabilities and expenses of whatsoever nature arising out of or in connection with the $3.2MM Claim and/or the Marketing Agreement and/or related documents. For the avoidance of doubt, this Clause 8 is ineffective and does not apply should ABTC default hereunder and such default is not a Cured Default as provided in Clause 5(a) hereof.
9.	ABTC hereby acknowledges and agrees that its obligations hereunder are secured by the Collateral provided under or in connection with the Loan Facility and shall continue to be so secured unless and until Mercuria has received the six payments, including timely payments and any late payments which Mercuria chooses to accept per Clause 5 hereof.
10.	Each Party represents and warrants to the other Party that this Settlement Agreement constitutes a valid and binding agreement of the representing Party and that execution, delivery and performance of this Settlement Agreement are within its respective corporate or limited liability company power and has been duly authorized by all necessary corporate and/or limited liability company action, if any.
11.	No variation of this Settlement Agreement shall be valid unless it is in writing and signed by or on behalf of each of the Parties.
12.	This Settlement Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute one and the same instrument. Delivery can be by email of an executed counterpart from one Party’s counsel to the other Party’s counsel.

 

 

13.	This Settlement Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and, except as otherwise provided herein, supersedes any prior agreement, understanding or arrangement between the Parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the Parties prior to this Settlement Agreement except as expressly stated in this Settlement Agreement.
14.	If either Party pursues litigation against the other Party to enforce this Settlement Agreement, the prevailing Party in the litigation shall be entitled to reimbursement of all fees and expenses reasonably incurred in connection with such litigation, including reasonable attorneys’ fees.
15.	This Settlement Agreement and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of New York excluding the application of any laws which would result in the application of the laws of another jurisdiction. Each Party irrevocably submits to the jurisdiction of the state and federal courts in the Borough of Manhattan, State of New York in any claim or proceeding arising out of or in connection with this Settlement Agreement. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDINGS RELATING TO THIS SETTLEMENT AGREEMENT.
16.	This Settlement Agreement is intended to effect the settlement of claims which are denied and contested, and nothing contained herein shall be construed as an admission by either Party of any wrongdoing or, except as provided in this Settlement Agreement, any liability of any kind. Except as provided herein, each of the Parties denies any and all liability in connection with any claim and intends merely to avoid litigation and buy peace. No action taken or information provided in connection with the negotiations connected with this Settlement Agreement shall be deemed or construed to be an admission of the truth or falsity of any claims or allegations or an acknowledgment or admission by either Party of any fault, liability, or wrongdoing of any kind related to the subject matter hereof, other than as provided herein. Neither this Settlement Agreement, nor any act performed or document executed pursuant to or in furtherance of this Settlement Agreement, may be deemed to be or may be used as an admission of, or evidence of, the validity of any claim or allegation released herein.

 

Mercuria Energy America, LLC			American Battery Technology Company
By:	Authorized Corporate Representative		By:	Authorized Corporate Representative
Name:	/s/ Guillaume Vermersch		Name:	/s/ Jesse Deutsch
Title:	Chief Financial Officer		Title:	Chief Financial Officer
Date:	07/02/2024		Date:	07/03/2024

 

 

 

Exhibit 99.1

 

 

American Battery Technology Company Announces Bulk Commercial Transaction for Purchase of Recycled Black Mass Material by Domestic Strategic Customer

 

●

American Battery Technology Company achieves major commercial milestone for its internally-developed, first-of-kind, commercial-scale battery recycling facility by entering into a binding purchase agreement for accumulated volume of its recycled black mass material to a domestic strategic customer

 

●

Ensuring recycled black mass feeds the North American circular battery metals supply chain, as opposed to being sold to the Asian refining market, ABTC strategically shifts to direct sale of its products, as opposed to working indirectly through marketing agents

 

●

Black mass material recycled from lithium-ion batteries contains metals such as lithium, nickel, and cobalt that can be used in the manufacturing of new lithium-ion batteries needed to power consumer electronics, stationary grid storage systems, and electric vehicles

 

Reno, Nev., July 10, 2024 — American Battery Technology Company (NASDAQ: ABAT), an integrated critical battery materials company that is commercializing its technologies for both primary battery minerals manufacturing and secondary minerals lithium-ion battery recycling, achieved a major commercial milestone by entering into a direct binding agreement for the purchase of its accumulated recycled black mass material by a domestic strategic customer from its first-of-kind lithium-ion battery recycling facility.

 

American Battery Technology Company (ABTC) began operations of its commercial lithium-ion battery recycling plant in October 2023. The ABTC recycling facility utilizes its first-of-kind integrated set of recycling processes based on a strategic de-manufacturing approach that utilizes a deconstruction process combined with a targeted selective hydrometallurgical process. This system is agnostic to feedstock form factors and can process lithium-ion batteries and manufacturing scrap of a variety of sizes and shapes, and with a wide range of internal chemistries. The first phase of the recycling process produces recycled products that include copper, aluminum, steel, a lithium intermediate, and a black mass intermediate material, and the integrated second phase further refines these materials into battery grade nickel sulfate, cobalt sulfate, manganese sulfate, and lithium hydroxide. The second phase of this integrated recycling system is currently being implemented.

 

The company previously considered marketing its black mass intermediate material throughout the world, but the company’s strategic priority is to sell its recycled products domestically to ensure these products facilitate the establishment of a North American closed-loop circular battery metals supply chain.

 

“We are proud to have manufactured bulk quantities of high nickel and cobalt content recycled black mass material at our commercial-scale, lithium-ion battery recycling facility,” stated ABTC CEO Ryan Melsert. “In accordance with our corporate principles, we strongly prefer to sell our recycled materials into the North American battery supply chain in order to facilitate the establishment of closed-loop domestic operations, as opposed to exporting these critical minerals abroad. We also are proud to have established strong relationships with domestic customers, that allow us to sell these recycled products directly as opposed to indirectly through brokers.”

 

Bringing first-of-kind technologies to market, ABTC’s battery recycling and primary battery metals commercialization efforts support the buildout of a domestically-sourced battery metals circular supply chain.

 

About American Battery Technology Company

 

American Battery Technology Company (ABTC), headquartered in Reno, Nevada, has pioneered first-of-kind technologies to unlock domestically manufactured and recycled battery metals critically needed to help meet the significant demand from the electric vehicle, stationary storage, and consumer electronics industries. Committed to a circular supply chain for battery metals, ABTC works to continually innovate and master new battery metals technologies that power a global transition to electrification and the future of sustainable energy.

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, are “forward-looking statements.” Although the American Battery Technology Company’s (the “Company”) management believes that such forward-looking statements are reasonable, it cannot guarantee that such expectations are, or will be, correct. These forward-looking statements involve a number of risks and uncertainties, which could cause the Company’s future results to differ materially from those anticipated. Potential risks and uncertainties include, among others, risks and uncertainties related to the Company’s ability to continue as a going concern; general economic conditions and conditions affecting the industries in which the Company operates; the uncertainty of regulatory requirements and approvals; fluctuating mineral and commodity prices. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in the Company’s filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the year ended June 30, 2023. The Company assumes no obligation to update any of the information contained or referenced in this press release.

 

###

 

American Battery Technology Company

 

Media Contact:

Tiffiany Moehring

tmoehring@batterymetals.com

720-254-1556

 

 

 

v3.24.2

Cover	Jul. 03, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 03, 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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