AMERICAN BATTERY TECHNOLOGY Co - Quarter Report: 2023 March (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarter period ended March 31, 2023
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934 |
Commission File number: 000-55088
| AMERICAN BATTERY TECHNOLOGY COMPANY |
| (Exact name of registrant as specified in its charter) |
| Nevada | 33-1227980 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
100 Washington Street Suite 100, Reno, NV 89503
(Address of principal executive offices)
(775) 473-4744
(Registrant’s telephone number)
(Former name, former address, and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S–T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large–accelerated filer, an accelerated filer, a non–accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large–accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” Rule 12b–2 of the Exchange Act.
| ☐ | Large–accelerated filer | ☐ | Accelerated filer | |
| ☒ | Non-accelerated filer | ☒ | Smaller reporting company | |
| ☐ | 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 ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act) Yes ☐ No ☒
The number of shares of the Registrant’s common stock, par value $0.001 per share, outstanding as of May 12, 2023, were .
AMERICAN BATTERY TECHNOLOGY COMPANY
Table of Contents
| 2 |
PART I – FINANCIAL STATEMENTS
ITEM 1. FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.
Operating results for the nine months ended March 31, 2023, are not necessarily indicative of the results that can be expected for the fiscal year ending June 30, 2023.
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AMERICAN BATTERY TECHNOLOGY COMPANY
Condensed Consolidated Balance Sheets
| March
31, 2023 (Unaudited) | June 30, 2022 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | 12,581,014 | $ | 28,989,166 | ||||
| Investments | 9,304 | 21,013 | ||||||
| Prepaid expenses and deposits | 1,565,993 | 878,813 | ||||||
| Grant receivable | 276,231 | |||||||
| Total current assets | 14,432,542 | 29,888,992 | ||||||
| Other deposits (Note 3) | 6,081,591 | |||||||
| Property and equipment, net (Note 4) | 24,667,886 | 18,876,895 | ||||||
| Mining properties (Note 5) | 8,157,362 | |||||||
| Intangible assets (Note 6) | 3,851,899 | 3,851,899 | ||||||
| Right–of–use asset (Note 8) | 168,416 | 244,203 | ||||||
| Total assets | $ | 57,359,696 | $ | 52,861,989 | ||||
| LIABILITIES & STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | 3,337,164 | $ | 3,052,141 | ||||
| Total current liabilities | 3,337,164 | 3,052,141 | ||||||
| Long–term liabilities | 86,030 | 175,789 | ||||||
| Total liabilities | 3,423,194 | 3,227,930 | ||||||
| Commitments and contingencies (Note 12) | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Series A Preferred Stock Authorized: preferred shares, par value of $ per share; Issued and outstanding: preferred shares | ||||||||
| Series B Preferred Stock Authorized: preferred shares, par value of $ per share; Issued and outstanding: and preferred shares | ||||||||
| Series
C Preferred Stock Authorized: preferred shares, par value of $ per share; Issued and outstanding: preferred shares | ||||||||
| Common Stock Authorized: common shares, par value of $ per share; issued and outstanding: and common shares as of March 31, 2023 and June 30, 2022, respectively | 668,984 | 644,139 | ||||||
| Additional paid–in capital | 206,123,645 | 187,550,288 | ||||||
| Common stock issuable | 18,686 | 75,000 | ||||||
| Accumulated deficit | (152,874,813 | ) | (138,635,368 | ) | ||||
| Total stockholders’ equity | 53,936,502 | 49,634,059 | ||||||
| Total liabilities and stockholders’ equity | $ | 57,359,696 | $ | 52,861,989 | ||||
(The accompanying notes are an integral part of these condensed consolidated unaudited financial statements)
| 4 |
AMERICAN BATTERY TECHNOLOGY COMPANY
Condensed Consolidated Statements of Operations
(unaudited)
| Three
months ended March 31, 2023 | Three
months ended March 31, 2022 | Nine
months ended March 31, 2023 | Nine
months ended March 31, 2022 | |||||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative | $ | 3,538,541 | $ | 2,492,753 | $ | 9,445,776 | $ | 25,645,149 | ||||||||
| Research and development | 1,509,085 | 138,267 | 3,464,372 | 622,508 | ||||||||||||
| Exploration costs | 584,344 | 202,555 | 1,479,507 | 473,539 | ||||||||||||
| Impairment and write-down costs | 186,779 | |||||||||||||||
| Total operating expenses | 5,631,970 | 2,833,575 | 14,389,655 | 26,927,975 | ||||||||||||
| Net loss before other income (expense) | (5,631,970 | ) | (2,833,575 | ) | (14,389,655 | ) | (26,927,975 | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Accretion and interest expense | (5,962 | ) | (10,102 | ) | ||||||||||||
| Gain on sale of mining claims | 153,393 | 98,919 | 153,393 | |||||||||||||
| Unrealized gain(loss) on investment | 2,949 | (5,376 | ) | (11,709 | ) | (5,376 | ) | |||||||||
| Other income | 21,000 | 60,969 | 63,000 | 100,744 | ||||||||||||
| Total other income (expense) | 23,949 | 203,024 | 150,210 | 238,659 | ||||||||||||
| Net loss attributable to stockholders | $ | (5,608,021 | ) | $ | (2,630,551 | ) | $ | (14,239,445 | ) | $ | (26,689,316 | ) | ||||
| Net loss per share, basic and diluted | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.02 | ) | $ | (0.04 | ) | ||||
| Weighted average shares outstanding | 651,997,819 | 634,379,111 | 648,021,868 | 619,973,643 | ||||||||||||
(The accompanying notes are an integral part of these condensed consolidated unaudited financial statements)
| 5 |
AMERICAN BATTERY TECHNOLOGY COMPANY
Condensed Consolidated Statements of Stockholders’ Equity
(unaudited)
For the three months ended March 31, 2023
| Series A | Series C | Additional | ||||||||||||||||||||||||||||||||||||||
| P. Shares Number | Par Amount | P. Shares Number | Par Amount | C.
Shares Number |
Par Amount | Paid-In Capital |
C. Stock Issuable |
Accumulated Deficit |
Total | |||||||||||||||||||||||||||||||
| Balance December 31, 2022 | $ | $ | 650,115,948 | $ | 650,116 | $ | 193,179,179 | $ | (646,177 | ) | $ | (147,266,792 | ) | $ | 45,916,326 | |||||||||||||||||||||||||
| Shares issued for professional services | 10,596 | 10,596 | ||||||||||||||||||||||||||||||||||||||
| Shares issued upon vesting | – | – | 2,581,428 | 2,581 | (2,581 | ) | ||||||||||||||||||||||||||||||||||
| Stock–based compensation – employees | – | – | – | 1,388,555 | 1,388,555 | |||||||||||||||||||||||||||||||||||
| Stock-based compensation – Officers & Directors | – | – | – | 1,167,029 | 1,167,029 | |||||||||||||||||||||||||||||||||||
| Shares issued from Purchase Placement Agreement | – | – | 2,000,000 | 2,000 | 1,548,399 | 654,267 | 2,204,666 | |||||||||||||||||||||||||||||||||
| Shares issued from private placement, net of issuance costs | – | – | 14,285,715 | 14,287 | 8,843,064 | 8,857,351 | ||||||||||||||||||||||||||||||||||
| Net loss for the period | – | – | – | (5,608,021 | ) | (5,608,021 | ) | |||||||||||||||||||||||||||||||||
| Balance, March 31, 2023 | $ | $ | 668,983,091 | $ | 668,984 | $ | 206,123,645 | $ | 18,686 | $ | (152,874,813 | ) | $ | 53,936,502 | ||||||||||||||||||||||||||
For the three months ended March 31, 2022
| Series A | Series C | Additional | ||||||||||||||||||||||||||||||||||||||
| P. Shares Number | Par Amount | P. Shares Number | Par Amount | C.
Shares Number | Par Amount | Paid-In Capital | C.
Stock Issuable | Accumulated Deficit | Total | |||||||||||||||||||||||||||||||
| Balance, December 31, 2021 | 500,000 | 500 | 27,700 | 277,000 | 631,787,717 | 631,788 | 180,279,474 | 3,304,500 | (129,154,171 | ) | 55,339,091 | |||||||||||||||||||||||||||||
| Shares issued for services | - | - | 4,023,470 | 4,023 | 4,675,820 | (3,297,000 | ) | 1,382,843 | ||||||||||||||||||||||||||||||||
| Cancellation of previously issued shares | - | - | (1,000,000 | ) | (1,000 | ) | (2,029,000 | ) | (2,030,000 | ) | ||||||||||||||||||||||||||||||
| Shares issued for exercise of warrants | - | - | 8,668,150 | 8,668 | 591,332 | 600,000 | ||||||||||||||||||||||||||||||||||
| Shares issued pursuant to Series C preferred share conversion | - | (27,700 | ) | (277,000 | ) | 2,216,000 | 2,216 | 274,784 | ||||||||||||||||||||||||||||||||
| Redemption of Series A preferred shares | (500,000 | ) | (500 | ) | - | - | 500 | |||||||||||||||||||||||||||||||||
| Dividends declared | - | - | - | |||||||||||||||||||||||||||||||||||||
| Net loss for the period | - | - | - | (2,630,551 | ) | (2,630,551 | ) | |||||||||||||||||||||||||||||||||
| Balance, March 31, 2022 | 645,695,337 | 645,695 | 183,792,910 | 7,500 | (131,784,722 | ) | 52,661,383 | |||||||||||||||||||||||||||||||||
| 6 |
For the nine months ended March 31, 2023
| Series A | Series C | Additional | ||||||||||||||||||||||||||||||||||||||
| P. Shares Number | Par Amount | P. Shares Number | Par Amount | C.
Shares Number | Par Amount | Paid-In Capital | C.
Stock Issuable | Accumulated Deficit | Total | |||||||||||||||||||||||||||||||
| Balance, June 30, 2022 | $ | $ | 644,138,631 | $ | 644,139 | $ | 187,550,288 | $ | 75,000 | $ | (138,635,368 | ) | $ | 49,634,059 | ||||||||||||||||||||||||||
| Shares issued for professional services | 150,129 | 150 | 103,439 | (56,314 | ) | 47,275 | ||||||||||||||||||||||||||||||||||
| Shares issued upon vesting | – | – | 4,408,616 | 4,408 | (4,408 | ) | ||||||||||||||||||||||||||||||||||
| Stock-based compensation - employees | – | 3,417,481 | 3,417,481 | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation – Officers & Directors | 2,661,408 | 2,661,408 | ||||||||||||||||||||||||||||||||||||||
| Shares issued from Purchase Placement Agreement | – | – | 6,000,000 | 6,000 | 3,552,373 | 3,558,373 | ||||||||||||||||||||||||||||||||||
| Shares issued from private placement, net of issuance costs | – | – | 14,285,715 | 14,287 | 8,843,064 | 8,857,351 | ||||||||||||||||||||||||||||||||||
| Net loss for the period | – | – | – | (14,239,445 | ) | (14,239,445 | ) | |||||||||||||||||||||||||||||||||
| Balance, March 31, 2023 | $ | $ | 668,983,091 | $ | 668,984 | $ | 206,123,645 | $ | 18,686 | $ | (152,874,813 | ) | $ | 53,936,502 | ||||||||||||||||||||||||||
For the nine months ended March 31, 2022
| Series A | Series C | Additional | ||||||||||||||||||||||||||||||||||||||
| P. Shares Number | Par Amount | P. Shares Number | Par Amount | C.
Shares Number | Par Amount | Paid-In Capital | C.
Stock Issuable | Accumulated Deficit | Total | |||||||||||||||||||||||||||||||
| Balance, June 30, 2021 | 500,000 | 500 | 207,700 | 2,077,000 | 573,267,632 | 573,268 | 121,615,738 | 247,750 | (105,073,651 | ) | $ | 19,440,605 | ||||||||||||||||||||||||||||
| Shares issued for services | - | - | 14,128,728 | 14,128 | 20,323,815 | (221,500 | ) | 20,116,443 | ||||||||||||||||||||||||||||||||
| Cancellation of previously issued shares | - | - | (1,000,000 | ) | (1,000 | ) | (2,029,000 | ) | (2,030,000 | ) | ||||||||||||||||||||||||||||||
| Shares issued for exercise of warrants | - | - | 14,293,366 | 14,293 | 923,207 | (18,750 | ) | 918,750 | ||||||||||||||||||||||||||||||||
| Shares issued from private placement, net of issuance costs | - | - | 25,389,611 | 25,390 | 36,913,261 | 36,938,651 | ||||||||||||||||||||||||||||||||||
| Shares issued pursuant to Series C preferred shares conversion | - | (207,700 | ) | (2,077,000 | ) | 16,616,000 | 16,616 | 2,060,384 | ||||||||||||||||||||||||||||||||
| Redemption of Series A preferred shares | (500,000 | ) | (500 | ) | - | - | 500 | |||||||||||||||||||||||||||||||||
| Shares issued pursuant to share purchase agreement | - | - | 3,000,000 | 3,000 | 3,985,005 | 3,988,005 | ||||||||||||||||||||||||||||||||||
| Dividends declared | - | - | - | (21,755 | ) | (21,755 | ) | |||||||||||||||||||||||||||||||||
| Net loss for the period | - | - | - | (26,689,316 | ) | (26,689,316 | ) | |||||||||||||||||||||||||||||||||
| Balance, March 31, 2022 | 645,695,337 | 645,695 | 183,792,910 | 7,500 | (131,784,722 | ) | $ | 52,661,383 | ||||||||||||||||||||||||||||||||
(The accompanying notes are an integral part of these condensed consolidated unaudited financial statements)
| 7 |
AMERICAN BATTERY TECHNOLOGY COMPANY
Condensed Consolidated Statements of Cash Flows
(unaudited)
| Nine months ended March 31, 2023 | Nine months ended March 31, 2022 | |||||||
| Operating Activities | ||||||||
| Net loss, attributable to stockholders | $ | (14,239,445 | ) | $ | (26,689,316 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation expense | 66,436 | 36,818 | ||||||
| Net change in operating lease liability | (13,972 | ) | (16,737 | ) | ||||
| Stock Based Compensation - employees | 3,417,481 | |||||||
| Stock Based Compensation – officers & directors | 2,661,408 | |||||||
| Shares issued for services | 47,275 | 18,086,443 | ||||||
| Loss on impairment | 186,779 | |||||||
| Settlement of mining claims in stock | (50,000 | ) | ||||||
| Unrealized loss on investment | 11,709 | 5,376 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and deposits | (837,180 | ) | 891,287 | |||||
| Other receivables | (276,231 | ) | ||||||
| Accounts payable and accrued liabilities | (1,653,541 | ) | 254,676 | |||||
| Due to related parties | ||||||||
| Net Cash Used in Operating Activities | (10,816,060 | ) | (7,261,200 | ) | ||||
| Investing Activities | ||||||||
| Other acquisition deposit | (6,081,591 | ) | ||||||
| Acquisition of property and equipment | (3,918,863 | ) | (8,805,942 | ) | ||||
| Purchase of water rights | (2,172,750 | ) | ||||||
| Purchase of mining properties | (8,007,362 | ) | ||||||
| Net Cash Used In Investing Activities | (18,007,816 | ) | (10,978,692 | ) | ||||
| Financing Activities | ||||||||
| Dividends paid | (125,700 | ) | ||||||
| Proceeds from exercise of share purchase warrants | 918,750 | |||||||
| Proceeds from share purchase agreement | 3,558,373 | |||||||
| Proceeds from issuance of common shares, net of issuance costs | 8,857,351 | 40,926,656 | ||||||
| Net Cash Provided by Financing Activities | 12,415,724 | 41,719,706 | ||||||
| Change in Cash | (16,408,152 | ) | 23,479,814 | |||||
| Cash – Beginning | 28,989,166 | 12,843,502 | ||||||
| Cash – End | $ | 12,581,014 | $ | 36,323,316 | ||||
| Supplemental disclosures | ||||||||
| Interest paid | 10,102 | |||||||
| - | ||||||||
| Non-cash investing and financing activities | - | |||||||
| Fair value of preferred shares redeemed | 100 | |||||||
| Noncash construction costs in accounts payable | 1,938,564 | 1,674,888 | ||||||
| Deposits capitalized to mineral claims | 150,000 | |||||||
| Shares issued upon vesting | 4,409 | |||||||
| Initial value of lease liabilities | 311,570 | 311,570 | ||||||
| Common shares issued for conversion of preferred shares | 2,216,000 | |||||||
| Fair value of commission warrants issued | 933,102 | 2,699,039 | ||||||
The accompanying notes are an integral part of these condensed consolidated unaudited financial statements)
| 8 |
AMERICAN BATTERY TECHNOLOGY COMPANY
Notes to the Condensed Consolidated Financial Statements
For the period ended March 31, 2023
(unaudited)
1. Organization and Nature of Operations
American Battery Technology Company (“the Company”) is a startup company in the lithium–ion battery industry that is working to increase the domestic production of battery materials, such as lithium, nickel, cobalt, and manganese through its engagement in the exploration of new primary resources of battery metals, in the development and commercialization of new technologies for the extraction of these battery metals from primary resources, and in the commercialization of an internally developed integrated process for the recycling of lithium–ion batteries. Through this three–pronged approach the Company is working to both increase the domestic production of these battery materials and ensure that as battery components reach the end of their useful lives, their metals are returned to the domestic manufacturing supply chain in a closed–loop fashion.
The Company was incorporated under the laws of the State of Nevada on October 6, 2011, for the purpose of acquiring rights to mineral properties with the eventual objective of being a producing mineral company. We have limited operating history and have not yet generated or realized any revenues from our activities. Our principal executive office is located at 100 Washington Street, Suite 100, Reno, NV 89503.
Liquidity and Capital Resources
The condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As of March 31, 2023, the Company had cash of $12.6 million, an accumulated deficit of $152.9 million, negative cash flow from operations, and limited business operations. The Company expects to begin its battery recycling operations in the quarter ending September 30, 2023. The continuation of the Company as a going concern is dependent upon generating profit from these operations and its ability to identify future investment opportunities and obtain any necessary debt or equity financing. There is no assurance that the Company will be able to obtain such financing or obtain them on favorable terms. These material uncertainties raise substantial doubt as to the Company’s ability to continue as a going concern for 12 months from issuance of these financial statements. These condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These adjustments could be material.
2. Summary of Significant Accounting Policies
a) Basis of Presentation and Principles of Consolidation
The condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is June 30.
These condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Oroplata Exploraciones E Ingenieria SRL (inactive), LithiumOre Corporation (formerly Lithortech Resources Inc) and ABTC AG, LLC. All inter–company accounts and transactions have been eliminated upon consolidation.
Certain prior year amounts disclosed in “General and administrative” expenses on the Statements of Operations have been reclassified to “Research and development” expense for consistency with the current year presentation. These reclassifications have no effect on the previously reported results of operations and cash flows for the three and nine months ended March 31, 2022.
| 9 |
AMERICAN BATTERY TECHNOLOGY COMPANY
Notes to the Condensed Consolidated Financial Statements
For the period ended March 31, 2023
(unaudited)
2. Summary of Significant Accounting Policies (continued)
b) Interim Financial Statements
These condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The interim financial statements and notes thereto should be read in conjunction with the Company’s latest Annual Report on Form 10–K for the fiscal year ended June 30, 2022. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.
c) Use of Estimates
The preparation of these condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the fair value of stock–based compensation, going concern, recoverability of long–lived assets and deferred income tax asset valuation allowances.
The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
The Company computes net income (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if–converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock awards and warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
On March 31, 2023, the Company had potentially dilutive shares consisting of share purchase warrants exercisable into common shares and restricted share units (RSUs) equivalent to common shares.
| 10 |
AMERICAN BATTERY TECHNOLOGY COMPANY
Notes to the Condensed Consolidated Financial Statements
For the period ended March 31, 2023
(unaudited)
2. Summary of Significant Accounting Policies (continued)
e) Mining Properties
Costs of lease, exploration, carrying and retaining unproven mineral properties are expensed as incurred. The Company expenses all mineral exploration costs as incurred as it is still in the exploration stage. If the Company identifies proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it will enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs are amortized on a units-of-production basis over the proven and probable reserves following the commencement of production. Interest expense allocable to the cost of developing mining properties and to construct new facilities is capitalized until assets are ready for their intended use.
To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all exploration costs are being expensed.
ASC 930-805, “Extractive Activities-Mining: Business Combinations,” states that mineral rights consist of the legal right to explore, extract, and retain at least a portion of the benefits from mineral deposits. Mining assets include mineral rights which are considered tangible assets under ASC 930-805. ASC 930-805 requires that mineral rights be recognized at fair value as of the acquisition date. As a result, the direct costs to acquire mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with acquiring patented and unpatented mining claims.
f) Research and development costs
Research and development (“R&D”) costs are accounted for in accordance with ASC 730, “Research and Development.” ASC 730-10-25 requires that all R&D costs be recognized as an expense as incurred. However, some costs associated with R&D activities that have an alternative future use (e.g., materials, equipment, facilities) may be capitalizable.
The Company has been awarded federal grant awards for specific R&D programs. Under ASU No. 2021-10 “Government Assistance,” the Company recognizes invoiced government funds as an offset to R&D costs in the period the qualifying costs are incurred. The Company believes this best reflects the expected net expenditures associated with these programs.
g) Recent Accounting Pronouncements
In November 2021, FASB issued ASU No. 2021–10 “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance.” This ASU will improve the transparency of government assistance received by most business entities by requiring the disclosure of: (1) the types of government assistance received; (2) the accounting for such assistance; and (3) the effect of the assistance on a business entity’s financial statements. ASU No. 2021–10 is effective for financial statements issued for annual periods beginning after December 15, 2021, with early application permitted. This ASU is applicable to the Company’s fiscal year beginning July 1, 2022.
| 11 |
AMERICAN BATTERY TECHNOLOGY COMPANY
Notes to the Condensed Consolidated Financial Statements
For the period ended March 31, 2023
(unaudited)
3. Other Deposits
On March 1, 2023, the Company and Linico Corporation (“Linico”) entered into, and consummated, an Asset Purchase Agreement (“APA”) whereby the Company acquired specific tangible equipment and personal property for an aggregate purchase price of $6,000,000. Contemporaneously with the signing of the APA, the Company and Linico entered into another agreement, the Membership Interest Purchase Agreement (“MIPA”), whereby the Company would acquire 100% of the membership interests in Aqua Metals Transfer, LLC, principally real property consisting of land and a building that houses the tangible equipment and personal property acquired under the APA, for an aggregate purchase price of $21,600,000. As the MIPA is expected to close on or near May 31, 2023, the $6,000,000 plus the associated fees and expenses related to the transaction paid by the Company to execute the APA is currently recorded as a deposit in other assets. Once the MIPA is consummated, the assets acquired through both agreements will be placed into service and the aggregate purchase price paid for both agreements will be allocated among all assets at that time.
4. Property and Equipment
| Land | Building | Equipment | Total | |||||||||||||
| Cost: | ||||||||||||||||
| Balance, June 30, 2022 | $ | 6,728,838 | $ | 10,798,780 | $ | 1,388,392 | $ | 18,916,010 | ||||||||
| Additions | 1,595,565 | 1,595,565 | ||||||||||||||
| Construction in process | 4,261,862 | 4,261,862 | ||||||||||||||
| Balance, March 31, 2023 | $ | 6,728,838 | $ | 15,060,642 | $ | 2,983,957 | $ | 24,773,437 | ||||||||
| Accumulated Depreciation: | ||||||||||||||||
| Balance, June 30, 2022 | $ | $ | $ | 39,115 | $ | 39,115 | ||||||||||
| Additions | 66,436 | 66,436 | ||||||||||||||
| Balance, March 31, 2023 | $ | $ | $ | 105,551 | $ | 105,551 | ||||||||||
| Carrying Amounts: | ||||||||||||||||
| Balance, June 30, 2022 | $ | 6,728,838 | $ | 10,798,780 | $ | 1,349,277 | $ | 18,876,895 | ||||||||
| Balance, March 31, 2023 | $ | 6,728,838 | $ | 15,060,642 | $ | 2,878,406 | $ | 24,667,886 | ||||||||
The building and equipment expenditures are primarily associated with assets under construction and are not commissioned for use as of March 31, 2023.
In February 2021, the Company entered into an agreement to purchase land with a fair value of $85,000 located in Tonopah, NV in exchange for an agreed-upon number of common shares though the transaction had not cleared escrow. In September 2021, the Company later issued the shares whereby the stock price had increased. To correct the carrying value, the Company recognized impairment expense of $186,779. The Company has included the impairment costs in general and administrative expenses for the nine months ended March 31, 2022.
| 12 |
AMERICAN BATTERY TECHNOLOGY COMPANY
Notes to the Condensed Consolidated Financial Statements
For the period ended March 31, 2023
(unaudited)
5. Mining Properties
During the nine months ended March 31, 2023, the Company exercised its option to purchase unpatented mining claims in Tonopah, NV for total costs of $8.2 million, of which $150,000 was previously recorded in Prepaid expenses and deposits at June 30, 2022.
6. Intangible Assets
| Water Rights | ||||
| Balance, June 30, 2022 | $ | 3,851,899 | ||
| Additions | ||||
| Disposals | ||||
| Balance, March 31, 2023 | $ | 3,851,899 | ||
To date, the Company has purchased water rights in the City of Fernley, Nevada for approximately $3.9 million. The water rights will be used to ensure the Company’s lithium-ion battery recycling plant will have adequate water to operate at full capacity once construction is complete. The water rights are treated in accordance with ASC 350 “Intangible Assets,” and have an unlimited useful life upon assignment to a property through use of a will-serve, which has no expiration date.
The Company evaluates noteworthy events for potential adjustment to the carrying value of intangible assets, on a quarterly basis. The Company did not recognize any impairment on its intangible assets for the nine months ended March 31, 2023 and 2022.
7. Related Party Transactions
The Company recorded no related party transactions during the nine months ended March 31, 2023 and 2022.
At March 31, 2023 and June 30, 2022, the Company did not have any related party assets or liabilities.
8. Leases
A lease provides the lessee the right to control the use of an identified asset for a period in exchange for consideration. Operating lease right–of–use assets (“RoU assets”) are presented within the asset section of the Company’s condensed consolidated balance sheets, while lease liabilities are included within the liability section of the Company’s condensed consolidated balance sheets at March 31, 2023 and June 30, 2022.
RoU assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company determines if an arrangement is a lease at inception. RoU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Most operating leases contain renewal options that provide for rent increases based on prevailing market conditions. The terms used to calculate the RoU assets for certain properties include the renewal options that the Company is reasonably certain to exercise.
| 13 |
AMERICAN BATTERY TECHNOLOGY COMPANY
Notes to the Condensed Consolidated Financial Statements
For the period ended March 31, 2023
(unaudited)
8. Leases (continued)
The discount rate used to determine the commencement date present value of lease payments is the interest rate implicit in the lease, or when that is not readily determinable, the Company estimates a rate of 8% for the nine months ended March 31, 2023, based on historical lending agreements. RoU assets include any lease payments required to be made prior to commencement and exclude lease incentives. Both RoU assets and lease liabilities exclude variable payments not based on an index or rate, which are treated as period costs. The Company’s lease agreements do not contain significant residual value guarantees, restrictions, or covenants.
The Company occupies office facilities under lease agreements that expire at various dates. The Company does not have any significant finance leases. Total operating lease costs for the nine months ended March 31, 2023, and 2022 were $172,331 and $38,121, respectively.
As of March 31, 2023, short term lease liabilities of $118,051 are included in “Accounts payable and accrued liabilities” on the condensed consolidated balance sheets. The table below presents total operating lease RoU assets, net of amortization, and lease liabilities at:
| March 31, 2023 | June 30, 2022 | |||||||
| Operating lease right–of–use asset | $ | 168,416 | $ | 244,203 | ||||
| Operating lease liabilities | $ | 204,081 | $ | 274,794 | ||||
The table below presents the maturities of operating lease liabilities as of March 31, 2023:
| March 31, 2024 | $ | 130,148 | ||
| March 31, 2025 | 88,631 | |||
| Total lease payments | 218,779 | |||
| Less: discount | (14,698 | ) | ||
| Total operating lease liabilities | $ | 204,081 |
The table below presents the weighted average remaining lease term for operating leases and weighted average discount rate used in calculating operating lease right–of–use asset as of March 31, 2023.
| Weighted average lease term (years) | 1.58 | |||
| Weighted average discount rate | 8 | % |
9. Stockholders’ Equity
The Company’s authorized common stock consists of shares of common stock, with par value of $.
Series A Preferred Stock
The Company has shares of Series A Preferred Stock authorized with a par value of $. The Company had Series A Preferred Stock issued and outstanding at March 31, 2023 and June 30, 2022.
On January 27, 2022, the Company redeemed all outstanding shares of Series A Preferred Stock.
Series B Preferred Stock
The Company has shares of Series B Preferred Stock authorized with a par value of $. The Company had Series B Preferred Stock issued and outstanding at March 31, 2023 and June 30, 2022.
| 14 |
AMERICAN BATTERY TECHNOLOGY COMPANY
Notes to the Condensed Consolidated Financial Statements
For the period ended March 31, 2023
(unaudited)
9. Stockholders’ Equity (continued)
Series C Preferred Stock
The Company has shares of Series C Preferred Stock authorized with a par value of $. The Company had Series C Preferred Stock issued and outstanding at March 31, 2023 and June 30, 2022.
The Series C Preferred Stock was originally issued on December 18, 2020. The Company issued 48.29 units of Series C Preferred Stock ( shares of Series C preferred stock) at $50,000 per unit for proceeds of $2.4 million. Each unit is comprised of shares of Series C Preferred Stock (each share of Series C Preferred Stock is convertible into shares of common stock) and a warrant to purchase 400,000 common shares of the Company at $0.25 per share until March 31, 2023. Each holder is entitled to receive a non–cumulative dividend at an 8% rate per share, per annum. The dividend shall be payable at the Company’s option either in cash or in common shares of the Company. If paid in common shares, the Company shall issue the number of common shares equal to the dividend amount divided by the stated value and then multiplied by eighty.
In addition, on December 18, 2020, the Company issued 8 units of Series C Preferred Stock ( shares of Series C preferred stock) with a fair value of $400,000 for the conversion of $381,622 of note payable and $18,378 of accrued interest.
During the nine months ended March 31, 2022, the Series C Preferred Stockholders converted shares of Series C Preferred Stock into shares of common stock.
On February 2, 2022, the Company issued a Mandatory Conversion Notice to the remaining Series C Preferred stockholders. The notice converted all outstanding shares of Series C Preferred Stock to common stock at a conversion ratio of shares of common stock for each share of Series C Preferred Stock.
Common Stock
Nine months ended March 31, 2023
During the period ended March 31, 2023, the Company entered into a share purchase agreement for the purchase and sale of 14,285,715 common shares at an issuance price of $0.70 per share. In addition to the issuance of common shares, the Company issued 14,285,715 Series A warrants that are exercisable into one common share of the Company at $0.80 per share for a period of five years from the date of issuance and 14,285,715 Series B warrants that are exercisable into one common share of the Company at $0.70 per share for a period of eighteen months from the date of issuance. As part of the financing, the Company paid $1,142,650 of share issuance costs and issued 857,143 warrants as a commission fee, which are exercisable at $0.875 per share for a period of five years from the date of issuance. The fair value of the commission warrants was $933,102 and was determined based on the Black-Scholes option pricing model assuming a volatility of 145%, risk-free rate of 3.67%, expected life of five years, and no expected forfeitures or dividends. The Company received proceeds of $8,857,350.
During the period, the Company issued million common shares pursuant the vesting of restricted share units issued to employees and directors of the Company. Of the vested shares, million common shares were issued to officers of the Company.
On April 2, 2021, the Company entered into a purchase agreement with Tysadco Partners LLC, a Delaware limited company (“Tysadco”). Pursuant to the agreement, During the period, the Company issued million common shares pursuant the Share Purchase Agreement, effective April 2, 2021. The common shares were purchased at a weighted average price of $ and the Company has received proceeds of $.
During the period, the Company recognized stock-based compensation of approximately $ million, which is an increase to additional paid-in capital, a component of stockholders’ equity. Of the amount, approximately $ million was recognized for compensation to officers and directors of the Company.
| 15 |
AMERICAN BATTERY TECHNOLOGY COMPANY
Notes to the Condensed Consolidated Financial Statements
For the period ended March 31, 2023
(unaudited)
9. Stockholders’ Equity (continued)
Nine months ended March 31, 2022
During the period, the Company issued common shares pursuant to the conversion of shares of Series C Preferred Stock at a conversion ratio of shares of common stock for each share of Series C Preferred Stock.
During the period, the Company issued units for net proceeds of $39,100,001 pursuant to a private placement issuance at $ per share. Each unit is comprised of one common share of the Company and one share purchase warrant, where each share purchase warrant is exercisable into one common share of the Company at $1.75 per share for a period of five years from the issuance date. As part of the financing, the Company paid $2,161,350 of share issuance costs and issued 1,955,000 warrants as a commission fee, which are exercisable at $1.54 per common share for a period of three years from the date of the issuance. The fair value of the commission warrants was $2,699,039 and was determined based on the Black–Scholes option pricing model assuming volatility of , risk–free rate of , expected life of , and no expected forfeitures or dividends.
During the period, the Company issued common shares pursuant the exercise of share purchase warrants for proceeds of $956,250, of which 250,000 share purchase warrants, pursuant an aggregate cash exercise price of $18,750, exercised during the quarter ended June 30, 2021.
During the period, the Company issued common shares pursuant the Share Purchase Agreement, effective April 2, 2021, for aggregate proceeds of $ million.
During the period, the Company issued common shares for services with a fair value of $18,086,443, including common shares with a fair value of $11,993,327 to officers and directors. As of March 31, 2022, the Company had shares of common stock issuable for professional services with a fair value of $7,500 for professional services to a director of the Company.
| Number of Warrants | Weighted Average Exercise Price | |||||||
| Balance, June 30, 2022 | 40,210,611 | $ | 1.21 | |||||
| Issued | 29,428,573 | $ | 0.75 | |||||
| Exercised | $ | |||||||
| Expired | $ | |||||||
| Balance, March 31, 2023 | 69,639,184 | $ | 1.02 | |||||
| 16 |
AMERICAN BATTERY TECHNOLOGY COMPANY
Notes to the Condensed Consolidated Financial Statements
For the period ended March 31, 2023
(unaudited)
10. Share Purchase Warrants (continued)
| Outstanding and Exercisable | ||||||||
| Range of Exercise Prices | Number of Warrants | Weighted Average Remaining Contractual Life (years) | ||||||
| $ - $ | 12,866,000 | |||||||
| $ - $ | 29,428,573 | |||||||
| $ - $ | 27,344,611 | |||||||
| 69,639,184 | 3.0 | |||||||
Under the 2021 Equity Incentive Plan (“the Plan”), the Company is authorized to issue up to shares to employees and non-employees of the Company.
Several employees, officers, and directors have been granted service-based restricted shares units (“RSUs”). The service based RSUs generally vest over a and are convertible into one share of common stock upon vesting.
During the nine months ended March 31, 2023, the Company granted million restricted share units with a grant date fair value of approximately $ million, of which, million RSUs were granted, with a grant date fair value of $ million, to officers and directors of the Company.
| Units | Weighted- Average Grant Date Fair Value per Unit | |||||||
| Unvested awards at June 30, 2022 | 350,000 | $ | 0.82 | |||||
| Granted | 27,183,616 | 0.51 | ||||||
| Vested | (4,502,366 | ) | 0.54 | |||||
| Forfeitures | (50,000 | ) | 0.50 | |||||
| Unvested awards at March 31, 2023 | 22,981,250 | 0.50 | ||||||
As units are granted, stock-based compensation equivalent to the fair market value on the date of grant is expensed over the requisite service period, using the graded vesting attribution method as acceptable under ASC 718, “Stock-Based Compensation.” During the nine-months ended March 31, 2023, the Company recognized stock-based compensation expense of approximately $ million, including $ million to officers and directors of the Company.
| 17 |
AMERICAN BATTERY TECHNOLOGY COMPANY
Notes to the Condensed Consolidated Financial Statements
For the period ended March 31, 2023
(unaudited)
11. Restricted Shares & Restricted Share Units (Continued)
| March 31, 2023 | March 31, 2022 | |||||||
| General and administrative | $ | 3,588,076 | ||||||
| Research and development | 1,985,491 | |||||||
| Exploration | 505,322 | |||||||
| $ | 6,078,889 | |||||||
As of March 31, 2023, there was approximately $7.9 million of remaining expense related to outstanding awards, which are expected to be recognized over a remaining weighted-average period of years.
Executive officers and selected other key employees are eligible to receive common share performance-based awards, as determined by the board of directors. The payouts, in the form of RSUs, vary based on the degree to which corporate operating objectives are met. These performance-based awards typically include a service-based requirement which is generally four-years. No granting of these awards occurs until performance thresholds are achieved. For the three and nine months ended March 31, 2023, and 2022, there have been no performance-based awards granted to officers or employees of the Company.
12. Commitments and Contingencies
From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. Management is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on our business, financial condition, or operating results.
Operating Leases
We lease our principal office location in Reno, Nevada. We also lease two adjacent lab spaces in the University of Nevada, Reno on short term leases. The principal office location lease expires on November 30, 2024 and the lab leases expire on February 14, 2024. Consistent with the guidance in ASC 842 “Leases,” we have recorded the principal office lease in our consolidated balance sheet as an operating lease. For further information on operating lease commitments, refer to Note 6 – Leases.
Financial Assurance
Nevada and other states, as well as federal regulations governing mining operations on federal land, require financial assurance to be provided for the estimated costs of mine reclamation and closure, including groundwater quality protection programs. ABTC has satisfied financial assurance requirements using a combination of cash bonds and surety bonds. The amount of financial assurance ABTC is required to provide will vary with changes in laws, regulations, reclamation and closure requirements, and cost estimates. At March 31, 2023, ABTC’s financial assurance obligations associated with U.S. mine closure and reclamation/restoration cost estimates totaled approximately $20,000, for which the Company is legally required to satisfy its financial assurance obligations for its mining properties in Tonopah, Nevada. The Company was previously released of all of its liability in the Railroad Valley region of Nevada.
| 18 |
AMERICAN BATTERY TECHNOLOGY COMPANY
Notes to the Condensed Consolidated Financial Statements
For the period ended March 31, 2023
(unaudited)
13.
Subsequent Events
Subsequent to the period end, the Company conducted a private placement for up to $, or Units of $ each, on terms that are substantially similar to the Share Purchase Agreement executed on March 29,2023 (see Note 9 – Shareholders’ Equity). Each $ Unit consists of common shares of the Company and Series A warrants that are exercisable into one common share of the Company at $ per share for a period of and Series B warrants that are exercisable into one common share of the Company at $0.70 per share for a period of eighteen months from the date of issuance. As of the date of this filing, the Company has received net proceeds of $. The Company expects the final closing of the transaction to occur in the fourth quarter of its fiscal year. The Company’s offering of the Units was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration based in part on representations made by the purchasers, including that such purchasers are “accredited investors” (as defined under the Securities Act) and will resell such securities only if registered under the Securities Act or pursuant to an applicable exemption from registration requirements.
On May 12, 2023, the Company entered into the First Amendment to Second Amended and Restated Membership Interest Purchase Agreement (see Note 3 – Other Deposits) for the purchase of a commercial recycling facility in the Tahoe-Reno Industrial Center located at 2500 Peru Drive, McCarran, Nevada and related industrial equipment. As of the date of this filing, the Company has made payments of $13.0 million in cash and issued shares of common stock as part of the purchase price under the agreement. The remaining cash payment of $2.0 million is due on May 26, 2023. The Company agreed to register the shares received as consideration for resale by an affiliate of Linico and the acquisition transaction is expected to close once such selling stockholder has received net cash proceeds of at least $6.6 million from the sale of such shares. The Company’s issuance of such shares was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration based in part on representations made by the recipient of such shares, including that such recipient is an “accredited investor” (as defined under the Securities Act) and will resell such securities only if registered under the Securities Act or pursuant to an applicable exemption from registration requirements.
Contemporaneously, the Company entered into a separate contingent sales-leaseback agreement with another third-party buyer to purchase the property for an aggregate purchase price of $15.0 million and lease back the property to the Company, subject to the Company’s successful consummation of the First Amendment to Second Amended and Restated Membership Interest Purchase Agreement and successfully acquire fee simple title to the Property. The buyer of the sale-leaseback transaction shall lease the Property back to the Company pursuant to the lease agreement to be entered between the buyer as landlord and the Company as a tenant.
The Company has evaluated subsequent events through the date the financial statements were available to be issued and has not identified any additional subsequent events requiring adjustments to, or disclosures in the accompanying condensed consolidated financial statements.
| 19 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward–Looking Statements
The information in this discussion contains forward-looking statements and information within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which are subject to the “safe harbor” created by those sections. These forward-looking statements include, but are not limited to, statements concerning our strategy, future operations, future financial position, future revenues, projected costs, prospects and plans and objectives of management. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation, the risks set forth in our filings with the SEC. The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements.
Overview
American Battery Technology (“the Company”) is a startup company in the lithium–ion battery industry that is working to increase the domestic US production of battery materials, such as lithium, nickel, cobalt, and manganese through its engagement in the exploration of new primary resources of battery metals, in the development and commercialization of new technologies for the extraction of these battery metals from primary resources, and in the commercialization of an internally developed integrated process for the recycling of lithium–ion batteries. Through this three–pronged approach the Company is working to both increase the domestic production of these battery materials, and to ensure spent batteries have their elemental battery metals returned to the domestic manufacturing supply chain in an economical, environmentally-friendly, closed–loop fashion.
To implement this business strategy, the Company is currently constructing its first integrated lithium–ion battery recycling facility, which will take in waste and end–of–life battery materials from the electric vehicle, stationary storage, and consumer electronics industries. The construction, commissioning, and operations of this facility are of the highest priority to the Company, and as such it has significantly increased the resources devoted to its execution including the further internal hiring of technical staff, expansion of laboratory facilities, and purchasing of equipment. The Company has been awarded a competitively bid grant from the US Advanced Battery Consortium to accelerate the development and demonstration of this pre–commercial scale integrated lithium–ion battery recycling facility. The Company has been notified that it has been selected for an additional grant award under the Bipartisan Infrastructure Law to validate, test, and deploy three disruptive advanced separation and processing technologies in its existing lithium-ion battery recycling Pilot Plant. The Company is continuing negotiations to finalize the terms the award contract. Please refer to “Item 5: Other Information” in our 2023 Form 10-Q for the period ended December 31, 2022 for information regarding the contract status.
Additionally, the Company is accelerating the demonstration and commercialization of its internally developed low–cost and low–environmental impact processing train for the manufacturing of battery grade lithium hydroxide from Nevada–based sedimentary claystone resources. The Company has been awarded a grant cooperative agreement from the US Department of Energy’s Advanced Manufacturing Office through the Critical Materials Innovation program to support the construction and operation of a multi–ton per day integrated continuous demonstration system to support the scale–up and commercialization of these technologies. The Company has been notified that it has been selected for an additional grant award under the Bipartisan Infrastructure Law to design, construct, and commission a first-of-kind commercial manufacturing facility to produce battery-grade lithium hydroxide from this resource. The Company is continuing negotiations to finalize the terms of the award contract. Please refer to “Item 5: Other Information” in our 2023 Form 10-Q for the period ended December 31, 2022 for information regarding the contract status.
Financial Highlights:
| ● | Cash was $12.6 million as of March 31, 2023. |
| ● | Cash used for the acquisition of property, construction, equipment, and water rights for the nine months ended March 31, 2023 was $18 million including a deposit of $6.1 million related to the acquisition of certain assets (see Note 3) on March 1, 2023. |
| ● | Cash used in operations for the nine months ended March 31, 2023 was $10.8 million, up 49% year–over–year. |
| ● | Total operating costs for the nine months ended March 31,2023 were $14.4 million, down 47% year–over–year, including a reduction of $12.5 million as it relates to the associated expenses for shares issued for services and stock-based compensation expense when compared to the nine months ended March 31, 2022. |
| ● | The Company invested $3.5 million in research & development for the nine months ended March 31, 2023, up $2.8 million when compared to the same period in the prior year. |
| ● | The Company issued 27.2 million restricted share units (“RSUs”) with a fair value of $13.8 million to employees, officers, and directors of the Company. These RSUs generally vest over a four-year service period. |
| ● | Research and development expenses for the nine months ended March 31, 2023 are partially offset by approximately $0.70 million in government grant award. |
| 20 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Components of Statements of Operations
Operating Expenses
Exploration costs consist primarily of expenditures related to the drilling, travel, and soil sampling costs in the exploration of new primary resources of battery metals.
General and administrative expenses consist of office expense, legal, salaries and benefits, and laboratory costs. The Company has significantly reduced the number of shares it issues for professional services.
During the nine months ended March 31, 2023, the Company granted 27.2 million RSUs with a grant date fair value of approximately $13.8 million, of which, 11.0 million RSUs were granted, with a grant date fair value of $5.6 million, to officers and directors of the Company. As of March 31, 2023, there was approximately $7.9 million of remaining expense related to outstanding awards, which are expected to be recognized over a remaining weighted-average period of 3.2 years. The Company has largely transitioned to a service-based vesting requirement for its share-based awards, contrary to shares issued directly to consultants, employees, and directors without a continuation of service requirement.
During the nine months ended March 31, 2023, the Company incurred $14.4 million of operating expenses compared to $26.9 million of operating expenses during the nine months ended March 31, 2022.
Grant Funding
On August 16, 2021, ABTC received a contract award for a 30-month project with a total budget of $2.0 million from the US Advanced Battery Consortium (the “USABC grant”) as part of a competitively bid project, through which ABTC will receive reimbursement for up to $500,000 of eligible expenditures. The objective of the contract award is for the commercial-scale development and demonstration of an integrated lithium-ion battery recycling system, the production of battery cathode grade metal products, the synthesis of high energy density active cathode material from these recycled battery metals, and then the fabrication of large format automotive battery cells from these recycled materials and the testing of these cells against otherwise identical cells made from virgin sourced metals.
On January 20, 2021, the US DOE issued a public release that ABTC had been selected for award negotiation for a three-year project with a total budget of $4.5 million for the field demonstration of its selective leaching, targeted purification, and electro-chemical production of battery grade lithium hydroxide from domestic claystone resources technology. Through this grant award ABTC is eligible to receive reimbursement of up to 50% of eligible expenditures, or up to $2.3 million. The prime agreement contract for this grant (“AMO grant”) was issued with a project start date of October 1, 2021.
The Company recognizes approved funds under these awards as an offset to specific R&D programs. As mentioned in the notes to the financial statement, the Company accounts for these awards under ASU No. 2021-10, “Government Assistance.” The Company recognizes qualified expenditures and their respective government assistance and nets the funds received against the total cost incurred to arrive at a net expenditure per period. The Company believes this best reflects the continued investment in R&D along with the assistance of financial government assistance. The amounts below represent the funds received by the Company from Government entities.
| Nine
months ended March 31, 2023 | Nine months | |||||||
| USABC grant | $ | 174,310 | $ | 18,160 | ||||
| AMO grant | $ | 509,035 | $ | 23,326 | ||||
Other Income (Expense)
The Company recorded other income of approximately $150,000 during the nine months ended March 31, 2023 compared to other income of approximately $239,000 during the nine months ended March 31, 2022.
During the nine months ended March 31, 2023 and March 31, 2022, the Company recognized gains of approximately $100,000 and $153,000, respectively, related to the sale of mining claims it previously held in Railroad Valley, NV.
Net Loss
During the nine months ended March 31, 2023, the Company incurred a net loss of $14.2 million or $0.02 loss per share compared to a net loss of $26.7 million or $0.04 loss per share during the nine months ended March 31, 2022.
| 21 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Liquidity and Capital Resources
At March 31, 2023, the Company had cash of $12.6 million and total assets of $57.4 million compared to cash of $29.0 million and total assets of $52.9 million at June 30, 2022. The decrease in cash is due to the Company’s continued investment in its Pilot Plant in Fernley, NV, its $8.0 million to complete the acquisition of mineral properties in Tonopah, NV, and its $6.1 million deposit paid for assets under the APA and the MIPA. The decline in cash was partially offset by $12.4 million in net proceeds received from private placements and exercise of put options under the Company’s share purchase agreement. The Company continues to increase its efforts in key areas such as R&D and exploration activities.
The Company had total liabilities of $3.4 million at March 31, 2023, compared to $3.2 million at June 30, 2022. The change in total liabilities is largely due to the timing of construction costs incurred at March 31, 2023 and 2022.
As of March 31, 2023, the Company had working capital of $11.1 million compared to working capital of $26.8 million at June 30, 2022. The decrease in working capital is primarily attributed to the acquisition of mineral rights, equipment and construction costs related to its Pilot Plant in Fernley, NV, payment of the deposit for certain assets under the Asset Purchase Agreement (“APA”) and Membership Interest Purchase Agreement (“MIPA”) (as amended), increased R&D expenditures and additional payroll-related costs for increased headcount for the nine months ended March 31, 2023.
As of March 31, 2023, the Company had outstanding commitments under purchase orders for capital equipment and associated services to bring the Company’s operations into production of US$3.3 million. As the Company moves towards completion of its Pilot Facility in Fernley, NV, the buildout of the recycling facility in McCarran, NV, and continues its development of the Tonopah Flats Lithium Exploration Project, the Company is actively engaged in the purchase of the necessary equipment to support its operations and activities. The Company intends to cover the remaining cost of these obligations with current cash on hand.
Cash Flows
Cash from Operating Activities.
During the nine months ended March 31, 2023, the Company used $10.8 million of cash for operating activities as compared to $7.3 million during the nine months ended March 31, 2022. The increase in the use of cash for operating activities was due to an increase in payroll-related expenditures, namely in research and development to support the development of the Company’s process for the recycling of lithium-ion batteries and for the extraction of lithium from the Company’s lithium claystone mining claims. The Company held its first shareholder meeting which has its administrative costs during the period ended March 31, 2023. The Company has also seen a steady increase in exploration activity expenses as it continues to evaluate its claims in the Tonopah, NV region.
Cash from Investing Activities
During the nine months ended March 31, 2023, the Company used cash for investing activities of approximately $18 million, including $8.0 million for the acquisition of mineral rights in Tonopah, NV and $3.9 million towards construction and equipment costs for its initial lithium-ion battery recycling Pilot Plant, and deposit of $6.1 million for certain assets under the APA and MIPA (as amended). This is in comparison to the cash used for investing activities of $11.0 million for the nine months ended March 31, 2022, consisting primarily of $8.8 million of construction and equipment and $2.2 million of water rights to support the Company’s Pilot Plant operations.
Cash from Financing Activities
During the nine months ended March 31, 2023, the Company had net cash provided by financing activities of $12.4 compared to $41.7 million for the nine months ended March 31, 2022.
On March 29, 2023, the Company entered into a share purchase agreement for the purchase and sale of 14,285,715 common shares at an issuance price of $0.70 per share. In addition to the issuance of common shares, the Company issued 14,285,715 Series A warrants that are exercisable into one common share of the Company at $0.80 per share for a period of five years from the date of issuance and 14,285,715 Series B warrants that are exercisable into one common share of the Company at $0.70 per share for a period of eighteen months from the date of issuance. As part of the financing, the Company engaged a placement agent in connection with the offering and agreed to pay the placement agent a cash fee of 7.5% of the gross proceeds of the offering, a 1% expense allowance, and other reimbursable expenses. In addition, the Company issued 857,143 warrants to the placement agent as a commission fee, which are exercisable at $0.875 per share for a period of five years from the date of issuance. The Company received net proceeds under this share purchase agreement of $8.9 million.
During the period, the Company elected to exercise its rights pursuant to the Purchase Agreement dated April 2, 2021 to issue 6,000,000 shares for net proceeds of $3.6 million.
Subsequent Events
Subsequent to the period end, the Company issued 11 million shares as consideration under the MIPA (as amended) and conducted a private placement for the sale of common stock. See Note 13 – Subsequent Events regarding these events.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Off–Balance Sheet Arrangements
As of March 31, 2023, we had no significant off–balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
ITEM 4. CONTROLS AND PROCEDURES
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Disclosure controls and procedures are controls and other procedures designed to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Based on our management’s evaluation (with the participation of the individuals serving as our principal executive officer and principal financial officer) of our disclosure controls and procedures as required by Rules 13a-15 and 15d-15 under the Exchange Act, each of the individuals serving as our principal executive officer and principal financial officer has concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of March 31, 2023, the end of the period covered by this report. As set forth below, the Company is addressing the issues underlying this conclusion.
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ITEM 4. CONTROLS AND PROCEDURES. (CONTINUED)
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including the individuals serving as our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
A material weakness is a deficiency, or combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.
Management assessed the effectiveness of our internal controls over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 Framework). Based on this assessment, our management concluded that as of March 31, 2023, our internal controls over financial reporting was deemed not to be effective, based on the criteria therein. Material weaknesses presiding over our internal controls as it relates to financial reporting are described below.
Material Weakness in Internal Control over Financial Reporting
We did not maintain adequate documentation evidencing the operating effectiveness of certain control activities and did not maintain proper levels of supervision and review of complex accounting matters. We did not maintain appropriate segregation of duties related to accounting processes.
These material weaknesses create a reasonable possibility that a material misstatement to the financial statements will not be prevented or detected on a timely basis, and we concluded that the deficiencies represent material weaknesses in our internal control over financial reporting and our internal control over financial reporting was not effective as of March 31, 2023.
Remediation Plan
We continue to enhance our internal control over financial reporting to remediate the material weaknesses presented in our financial statements for the fiscal years ended June 30, 2022 and 2021. We are committed to ensuring that our internal control over financial reporting is designed and operating effectively.
| ○ | Successful hiring of additional personnel with the expertise necessary to improve the financial reporting function | |
| ○ | Complete the implementation of SAP ByDesign, an Enterprise Resource Planning (ERP) solution that will provide the necessary permissions and roles to mitigate control weaknesses in key accounting processes and procedures | |
| ○ | Provide additional guidance, education and training to employees relating to our accounting procedures with a continued focus on its segregation-of-duties as the Company hires more accounting personnel | |
| ○ | Further develop and document detailed accounting policies for significant accounts, accounting estimates and presentation of complex items, as is required by US GAAP | |
| ○ | Establishing effective general controls over IT systems to ensure that information produced can be relied upon by process level controls | |
| ○ | We have engaged a firm that specializes in Cyber and IT protection to further enhance the protection of our financial information, employee information, proprietary methods, and strategic partnerships |
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ITEM 4. CONTROLS AND PROCEDURES. (CONTINUED)
Remediation Plan (Continued)
We expect to remediate our material weaknesses during the fiscal year ending June 30, 2024. However, there is no guarantee that such material weaknesses will be remediated during the year, and we may discover additional material weaknesses that may require additional time and resources to remediate.
Attestation Report on Internal Control over Financial Reporting
This Interim Report on Form 10–Q does not include an attestation report of our independent registered public accounting firm due to the deferral allowed for smaller reporting companies.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Interim Report on Form 10–Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Please refer to “Item 1. Legal Proceedings” in our 2023 Form 10-Q for the period ended December 31, 2022, for information regarding material pending legal proceedings. There have been no new material legal proceedings and no material developments in the legal proceedings previously disclosed.
Other than these proceedings, to the best of our knowledge, we are not currently a party to any legal proceedings that, individually or in the aggregate, are deemed to be material to our financial condition or results of operations.
We are required by Section 78.090 of the Nevada Revised Statutes (the “NRS”) to maintain a registered agent in the State of Nevada. Our registered agent for this purpose is United Corporate Services, Inc., 2520 St Rose Pkwy Suite 319, Henderson, NV 89074. All legal process and any demand or notice authorized by law to be served upon us may be served upon our registered agent in the State of Nevada in the manner provided in NRS 14.020(2).
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b–2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURE
Not Applicable
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ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
(a) Exhibits required by Item 601 of Regulation S-K.
* Filed herewith
** Furnished herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
AMERICAN BATTERY TECHNOLOGY COMPANY (Registrant) | ||
| Date: May 15, 2023 | By: | /s/ Ryan Melsert |
| Ryan Melsert | ||
| Chief Executive Officer | ||
| Director | ||
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