# American Battery Technology Company (ABAT) 10-Q SEC filing - Q3 FY2026 - Filed: May 11, 2026, 8:46 AM EDT - Fiscal quarter: Q3 FY2026 - Calendar quarter: Q1 2026 - Accession: 0001493152-26-022149 - OpenCapital page: https://www.opencapital.sh/filings/0001493152-26-022149 - Markdown URL: https://www.opencapital.sh/filings/0001493152-26-022149.md - Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1576873/000149315226022149/0001493152-26-022149-index.htm ## Filing documents - [10-Q (form10-q.htm)](https://www.sec.gov/Archives/edgar/data/1576873/000149315226022149/form10-q.htm) --- ## 10-Q SEC source: [form10-q.htm](https://www.sec.gov/Archives/edgar/data/1576873/000149315226022149/form10-q.htm) **UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **Washington, D.C. 20549** **FORM10-Q** ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended **March 31, 2026** or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number: **001-41811** **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, including zip code) **(775) 473-4744** (Registrant’s telephone number, including area code) **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 (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 quarter 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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in 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 common stock outstanding as of May 8, 2026 was 136,414,409. **American Battery Technology Company and Subsidiaries** **Index to Form 10-Q** | [Part I – Financial Information (unaudited)](#wg_001) | | | | --- | --- | --- | | Item 1 | [Unaudited Financial Statements](#wg_002) | 3 | | | [Condensed Consolidated Balance Sheets as of March 31, 2026 and June 30, 2025](#wg_003) | 3 | | | [Condensed Consolidated Statements of Operations for the Three and Nine Months Ended March 31, 2026 and 2025](#wg_004) | 4 | | | [Condensed Consolidated Statement of Stockholders’ Equity for the Three and Nine Months Ended March 31, 2026 and 2025](#wg_005) | 5 | | | [Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2026 and 2025](#wg_006) | 6 | | | [Notes to the Condensed Consolidated Financial Statements](#wg_007) | 7 | | Item 2 | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#su_001) | 22 | | Item 3 | [Quantitative and Qualitative Disclosures about Market Risk](#su_002) | 29 | | Item 4 | [Controls and Procedures](#su_003) | 29 | | [Part II. Other Information](#su_004) | | | | Item 1 | [Legal Proceedings](#su_005) | 30 | | Item 1A | [Risk Factors](#su_006) | 31 | | Item 2 | [Unregistered Sales of Equity Securities and Use of Proceeds](#su_007) | 31 | | Item 3 | [Defaults Upon Senior Securities](#su_008) | 31 | | Item 4 | [Mine Safety Disclosures](#su_009) | 31 | | Item 5 | [Other Information](#su_010) | 31 | | Item 6 | [Exhibits](#su_011) | 32 | | [Signatures](#su_012) | | 32 | 2 **PART I – FINANCIAL INFORMATION** ## Item 1. Unaudited Financial Statements Item 1. Financial Statements** **AMERICAN BATTERY TECHNOLOGY COMPANY** Unaudited Condensed Consolidated Balance Sheets | Line item | March 31, 2026 | June 30, 2025 | | --- | --- | --- | | ASSETS | | | | Cash | $37,685,027 | $7,474,304 | | Accounts receivable | 7,774,982 | 2,799,603 | | Inventories (Note 4) | 846,603 | 408,147 | | Grants receivable (Note 5) | - | 244,238 | | Prepaid expenses and other | 2,556,902 | 2,884,899 | | Subscription receivable | - | 925,077 | | Restricted cash | 800,000 | 5,000,000 | | Assets held-for-sale (Note 7) | 3,752,344 | 9,795,842 | | Total current assets | 53,415,858 | 29,532,110 | | Property and equipment, net (Note 6) | 55,231,160 | 45,469,853 | | Mining properties (Note 8) | 9,710,716 | 8,392,977 | | Intangible assets (Note 9) | 866,248 | 766,694 | | Right-of-use asset (Note 12) | 204,246 | 296,157 | | Total assets | $119,428,228 | $84,457,791 | | LIABILITIES & STOCKHOLDERS’ EQUITY | | | | Accounts payable and accrued liabilities (Note 10) | $6,452,873 | $5,822,987 | | Operating lease liability (Note 12) | 127,315 | 115,863 | | Notes payable (Note 11) | - | 7,729,755 | | Total current liabilities | 6,580,188 | 13,668,605 | | Operating lease liability, long-term | 93,274 | 190,163 | | Total liabilities | 6,673,462 | 13,858,768 | | STOCKHOLDERS’ EQUITY | | | | Series A Preferred Stock Authorized: 33,334 preferred shares, par value of $0.001 per share; Issued and outstanding: nil preferred shares | – | – | | Series B Preferred Stock Authorized: 133,334 preferred shares, par value of $10.00 per share; Issued and outstanding: nil preferred shares | – | – | | Series C Preferred Stock Authorized: 66,667 preferred shares, par value of $10.00 per share; Issued and outstanding: nil preferred shares | – | – | | Series D Preferred Stock Authorized: 5 preferred shares, par value of $0.001 per share; Issued and outstanding: nil preferred shares | – | – | | Preferred stock, value | – | – | | Common Stock Authorized: 250,000,000 common shares, par value of $0.001 per share; Issued and outstanding: 132,271,860 and 97,398,519 common shares as of March 31, 2026 and June 30, 2025, respectively | 132,271 | 97,396 | | Additional paid-in capital | 426,130,186 | 329,667,507 | | Common stock issuable | - | 925,077 | | Accumulated deficit | (313,507,691) | (260,090,957) | | Total stockholders’ equity | 112,754,766 | 70,599,023 | | Total liabilities and stockholders’ equity | $119,428,228 | $84,457,791 | *The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.* 3 **AMERICAN BATTERY TECHNOLOGY COMPANY** Unaudited Condensed Consolidated Statements of Operations | Line item | Three months ended March 31, 2026 | Three months ended March 31, 2025 | Nine months ended March 31, 2026 | Nine months ended March 31, 2025 | | --- | --- | --- | --- | --- | | Revenue | $7,811,229 | $979,977 | $13,508,649 | $1,514,377 | | Cost of goods sold | 7,073,480 | 3,669,937 | 17,886,919 | 9,518,321 | | Gross margin (loss) | 737,749 | (2,689,960) | (4,378,270) | (8,003,944) | | Expenses: | | | | | | General and administrative | $29,841,644 | $3,665,608 | $37,379,145 | $16,348,471 | | Research and development | 4,644,759 | 3,252,929 | 11,160,033 | 8,204,929 | | Exploration costs | 657,021 | 1,036,584 | 1,496,072 | 1,691,659 | | Total operating expenses | 35,143,424 | 7,955,121 | 50,035,250 | 26,245,059 | | Net loss before other income (expense) | (34,405,675) | (10,645,081) | (54,413,520) | (34,249,003) | | Other income (expense) | | | | | | Interest income (expense) | 335,738 | (8,393) | 641,357 | (12,371) | | Amortization and accretion of financing costs | - | (886,020) | (307,428) | (2,790,566) | | Change in fair value of derivative liability | - | - | - | 705,184 | | Loss on debt extinguishment | - | - | - | (675,648) | | Loss on private placement | - | - | - | (567,161) | | Change in fair value of liability-classified financial instruments | - | - | - | 875,100 | | Other income | 233,740 | 43,547 | 662,856 | 123,443 | | Total other income (expense) | 569,478 | (850,866) | 996,785 | (2,342,019) | | Net loss | $(33,836,197) | $(11,495,947) | $(53,416,735) | $(36,591,022) | | Net loss per share, basic and diluted | $(0.26) | $(0.14) | $(0.43) | $(0.48) | | Weighted average shares outstanding | 131,855,794 | 85,090,957 | 124,415,975 | 76,553,029 | *The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.* 4 **AMERICAN BATTERY TECHNOLOGY COMPANY** Unaudited Condensed Consolidated Statement of Stockholders’ Equity **Nine months ended March 31, 2026:** | Line item | Shares / Preferred Stock | Amount / Preferred Stock | Shares / Common Stock | Amount / Common Stock | Capital / Additional Paid-In | Issuable / Common Stock | Deficit / Accumulated | Total | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Balance, June 30, 2025 | – | – | 97,398,519 | $97,396 | $329,667,507 | $925,077 | $(260,090,957) | $70,599,023 | | Shares issued upon vesting of share-based awards | - | - | 1,193,920 | 1,194 | (1,194) | - | - | - | | Stock-based compensation expense | - | - | - | - | 2,280,860 | - | - | 2,280,860 | | Shares issued pursuant to an At-The-Market offering | - | - | 8,217,533 | 8,217 | 21,887,040 | (877,270) | - | 21,017,987 | | Shares issued pursuant to conversion of debt payments to common stock | - | - | 9,501,950 | 9,502 | 7,990,498 | - | - | 8,000,000 | | Shares issued pursuant to warrant exercises | - | - | 4,000,000 | 4,000 | 4,396,000 | - | - | 4,400,000 | | Net loss for the period | - | - | - | - | - | - | (10,299,566) | (10,299,566) | | Balance, September 30, 2025 | - | - | 120,311,922 | $120,309 | $366,220,711 | $47,807 | $(270,390,523) | $95,998,304 | | Shares issued upon vesting of share-based awards | - | - | 1,230,959 | 1,231 | (1,231) | - | - | - | | Stock-based compensation expense | - | - | - | - | 3,250,608 | - | - | 3,250,608 | | Shares issued pursuant to an At-The-Market offering | - | - | 4,217,348 | 4,217 | 23,259,438 | (47,807) | - | 23,215,848 | | Shares issued pursuant to conversion of debt payments to common stock | - | - | - | - | - | - | - | - | | Shares issued pursuant to warrant exercises | - | - | 5,004,271 | 5,004 | 5,578,016 | - | - | 5,583,020 | | Issuance of common shares under the Employee Stock Purchase Plan | | | 268,824 | 269 | 211,577 | | | 211,846 | | Net loss for the period | - | - | - | - | - | - | (9,280,971) | (9,280,971) | | Balance, December 31, 2025 | - | - | 131,033,324 | $131,030 | $398,519,119 | - | $(279,671,494) | $118,978,655 | | Shares issued upon vesting of share-based awards | - | - | 1,238,536 | 1,241 | (1,241) | - | - | - | | Stock-based compensation expense | - | - | - | - | 27,612,308 | - | - | 27,612,308 | | Net loss for the period | - | - | - | - | - | - | (33,836,197) | (33,836,197) | | Balance, March 31, 2026 | - | - | 132,271,860 | $132,271 | $426,130,186 | - | $(313,507,691) | $112,754,766 | **Nine months ended March 31, 2025:** | Line item | Shares / Preferred Stock | Amount / Preferred Stock | Number / Common Shares | Amount / Common Shares | (receivable) / Common Stock Issuable | Deficit / Accumulated | Total | | --- | --- | --- | --- | --- | --- | --- | --- | | Balance, June 30, 2024 | - | - | 64,061,763 | $64,059 | $(857,470) | $(213,328,332) | $61,467,640 | | Shares issued upon vesting of share-based awards | - | - | 353,221 | 353 | - | - | - | | Stock-based compensation expense | - | - | - | - | - | - | 2,420,747 | | Shares issued pursuant to share purchase agreement, net of issuance costs | - | - | 5,938,786 | 5,939 | 102,743 | - | 6,327,168 | | Settlement of receivable pursuant to share purchase agreement | - | - | 487,838 | 488 | (608,336) | - | - | | Reclassification of equity-linked contracts to liabilities | - | - | - | - | - | - | (502,627) | | Issuance of Series D Redeemable Preferred shares | 5 | 100 | - | - | - | - | 100 | | Issuance of common shares and warrants pursuant to subscription agreements | - | - | 1,774,213 | 1,774 | - | - | 535,397 | | Shares issued pursuant to debt extinguishment | - | - | 726,216 | 726 | - | - | 740,740 | | Settlement of receivable pursuant to share purchase agreement (Tysadco) | - | - | - | - | 50,000 | - | 50,000 | | Net loss for the period | - | - | - | - | - | (11,694,569) | (11,694,569) | | Balance, September 30, 2024 | 5 | 100 | 73,342,037 | $73,339 | $$(1,313,063) | $(225,022,901) | $59,344,596 | | Repurchase of Series D Redeemable Preferred shares | (5) | (100) | - | - | - | - | (100) | | Shares issued upon vesting of share-based awards | - | - | 1,073,399 | 1,074 | - | - | - | | Issuance of common shares under the Employee Stock Purchase Plan | - | - | 177,440 | 178 | - | - | 140,746 | | Reclassification of equity-classified awards from equity compensation liability | - | - | - | - | - | - | 467,191 | | Stock-based compensation expense | - | - | - | - | - | - | 6,330,914 | | Shares issued pursuant an At-The-Market offering | - | - | 690,553 | 690 | (102,743) | - | 593,721 | | Reclassification of derivative equity instruments from long-term liabilities | - | - | - | - | - | - | 2,066,569 | | Rescission of common shares and warrants pursuant to subscription agreements | - | - | (875,000) | (875) | - | - | (875) | | Shares issued pursuant to troubled debt restructuring | - | - | 1,210,360 | 1,210 | - | - | 1,143,790 | | Issuance of common shares and warrants pursuant to registered direct offerings | - | - | 8,773,586 | 8,774 | - | - | 13,911,000 | | Net loss for the period | - | - | - | - | - | (13,400,506) | (13,400,506) | | Balance, December 31, 2024 | - | - | 84,392,375 | $84,390 | $$(1,415,806) | $(238,423,407) | $70,597,046 | | Balance | - | - | 84,392,375 | $84,390 | $$(1,415,806) | $(238,423,407) | $70,597,046 | | Shares issued upon vesting of share-based awards | - | - | 796,323 | 796 | - | - | - | | Stock-based compensation expense | - | - | - | - | - | - | 3,322,575 | | Issuance of common shares and warrants pursuant to subscription agreements | - | - | 921,060 | 921 | - | - | 875,000 | | Issuance of common shares and warrants pursuant to registered direct offerings | - | - | 2,284,410 | 2,284 | - | - | 2,307,253 | | Net loss for the period | - | - | - | - | - | (11,495,947) | (11,495,947) | | Balance, March 31, 2025 | - | - | 88,394,168 | $88,391 | $$(1,415,806) | $(249,919,354) | $65,605,927 | | Balance | - | - | 88,394,168 | $88,391 | $$(1,415,806) | $(249,919,354) | $65,605,927 | *The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.* 5 **AMERICAN BATTERY TECHNOLOGY COMPANY** Unaudited Condensed Consolidated Statements of Cash Flows | Line item | Nine months ended March 31, 2026 | Nine months ended March 31, 2025 | | --- | --- | --- | | Cash Flows From Operating Activities: | | | | Net loss | $(53,416,735) | $(36,591,022) | | Adjustments to reconcile net loss to net cash used in operating activities: | | | | Depreciation expense | 4,307,286 | 3,750,923 | | Accretion of financing costs | 307,428 | 2,790,566 | | Amortization of right-of-use asset | 91,911 | 82,952 | | Write-down of inventory to net realizable value | 697,544 | 2,869,221 | | Stock-based compensation | 33,143,776 | 12,824,605 | | Change in fair value of derivative liability | - | (705,184) | | Change in fair value of conversion option | - | (138,060) | | Change in fair value of liability-classified equity-linked contracts | - | (737,040) | | Loss on debt extinguishment | - | 675,648 | | Loss on private placement | - | 567,161 | | Changes in operating assets and liabilities: | | | | Accounts receivable | (4,975,379) | (818,628) | | Inventory | (1,136,000) | (2,967,846) | | Grants receivable | 244,238 | 26,106 | | Prepaid expenses and other | 327,997 | 3,449 | | Accounts payable and accrued liabilities | 876,467 | (4,643,041) | | Operating lease liability | (85,437) | (89,161) | | Net Cash Used in Operating Activities | (19,616,904) | (23,099,351) | | Cash Flows From Investing Activities: | | | | Purchase of mining properties | (1,317,739) | - | | Acquisition of property and equipment | (8,408,412) | (2,000,713) | | Net Cash Used in Investing Activities | (9,726,151) | (2,000,713) | | Cash Flows From Financing Activities: | | | | Proceeds from issuance of common shares through At-The-Market offering | 45,513,181 | 7,579,122 | | Payment of issuance costs of common shares through At-The-Market Offering | (354,269) | - | | Proceeds from employee stock purchase plan | 211,846 | 140,746 | | Proceeds from subscription agreements | - | 1,900,000 | | Proceeds from registered direct offerings | - | 15,000,000 | | Payment of issuance costs, registered direct offerings | - | (1,089,000) | | Proceeds from exercise of share purchase warrants | 9,983,020 | - | | Proceeds from notes payable, net of issuance costs | - | 9,900,000 | | Principal paid on notes payable | - | (7,483,333) | | Net Cash Provided by Financing Activities | 55,353,778 | 25,947,535 | | Increase in Cash and Restricted Cash | 26,010,723 | 847,471 | | Cash and Restricted Cash - Beginning of Period | 12,474,304 | 7,001,786 | | Cash and Restricted Cash - End of Period | $38,485,027 | $7,849,257 | | Supplemental disclosures (Note 18) | | | *The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.* 6 **AMERICAN BATTERY TECHNOLOGY COMPANY** ### Notes to the Condensed Consolidated Financial Statements (unaudited) **1.Organization and Nature of Operations** American Battery Technology Company (the “Company” or “ABTC”) is an integrated critical battery materials company in the lithium-ion battery industry that is working to increase the domestic U.S. production of critical 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 that as these materials reach their end of lives that the constituent elemental battery 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 a limited operating history and generated our initial revenue in the fourth quarter of the fiscal year ended June 30, 2024 (“fiscal year 2024”). Our principal executive offices are located at 100 Washington Street, Suite 100, Reno, Nevada 89503. **2.Liquidity** As of March 31, 2026, the Company had cash and cash equivalents of $37.7 million and an accumulated deficit of $313.5 million. The Company incurred negative cash flows from operating activities of $2.7 million for the three months ended March 31, 2026, $19.6 million for the nine months ended March 31, 2026, and $28.9 million for the fiscal year ended June 30, 2025 (“fiscal year 2025”). The Company has incurred operating losses since its inception, and management anticipates that our operating losses will lessen in the near term due to revenue growth and the pursuit of ongoing cost efficiencies. The Company’s primary sources of capital to date have been from revenue from sales of its products, its registered direct offerings, ATM sales agreement with Virtu Americas, LLC, and proceeds from awarded government contracts. Management believes that the Company’s cash and cash equivalents as of March 31, 2026, and anticipated revenue from sales of our products, are sufficient to fund the Company’s operations for at least the next 12 months from the issuance date of these condensed consolidated financial statements. **3.Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements** The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the U. S. Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. The condensed consolidated balance sheet at March 31, 2026, the condensed consolidated statements of operations and stockholders’ equity for the three and nine months ended March 31, 2026 and 2025, and the condensed consolidated statements of cash flows for the nine months ended March 31, 2026 and 2025, are unaudited, but include all adjustments, consisting of normal recurring adjustments, the Company considers necessary for a fair presentation of the financial position, operating results, and cash flows for the periods presented. The results for the nine months ended March 31, 2026, are not necessarily indicative of results to be expected for the fiscal year ending June 30, 2026, or for any future period. The condensed consolidated balance sheet at June 30, 2025, has been derived from audited financial statements; however, the condensed consolidated financial statements as of March 31, 2026, do not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with the audited financial statements for the year ended June 30, 2025, and notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, as filed with the SEC on September 18, 2025. The Company’s consolidated subsidiaries consist of its wholly owned subsidiaries, LithiumOre Corporation (formerly Lithortech Resources Inc), and ABTC 2500 Peru LLC (formerly Aqua Metals Transfer LLC). The accompanying condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. 7 **AMERICAN BATTERY TECHNOLOGY COMPANY** Notes to the Condensed Consolidated Financial Statements (unaudited) ***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 revenue and expenses during the reporting periods. The Company regularly evaluates estimates and assumptions related to the fair value of stock-based compensation, valuation and recoverability of long-lived assets and intangible assets subject to impairment testing, and deferred income tax asset valuation allowances. ***Cash and Cash Equivalents*** The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. At March 31, 2026, cash equivalents included approximately $35.4 million invested in money market funds. These funds invest in short-term U.S. government securities and are highly liquid. Management considers these investments to be cash equivalents due to their short-term nature, high liquidity, and insignificant risk of changes in value. The Company did not have any cash equivalents as of June 30, 2025. ***Restricted Cash*** As of June 30, 2025, the Company was subject to a minimum liquidity requirement of $5,000,000 in accordance with the terms of its loan agreement (See Note 11). This required minimum liquidity was required to be maintained in cash or cash equivalents at all times. Accordingly, $5,000,000 of the Company’s cash balance was classified as restricted cash on the consolidated balance sheet as of June 30, 2025, as it was not available for general operating purposes. As of July 29, 2025, the restrictions were lifted, and the funds became available for general use. As of March 31, 2026, the Company had cash of $0.8 million classified as restricted cash. These funds are restricted under letters of credit issued for surety bond collateral and a vendor agreement for supply of feedstock. Restricted cash is not available for general corporate purposes until the underlying obligations are satisfied, or the letters of credit are released. ***Prepaid Expenses and Other*** Prepaid expenses consist primarily of amounts paid in advance for goods and services to be received in future periods, including insurance, software licenses, maintenance contracts, and other operating costs. Prepaid expenses also include down payments and advance payments made in connection with the purchase of property and equipment that has not yet been placed in service. Prepaid expenses are recognized as expense over the period in which the related benefits are realized or reclassified to property and equipment when the asset is put in use. ***Revenue Recognition*** The Company recognizes revenue upon satisfying its promises to transfer goods or services to customers under the terms of its contracts. These promises, referred to as performance obligations, consist of the transfer of physical goods, including recycled ferrous and nonferrous metals and black mass to customers. These performance obligations are satisfied at the point in time that the Company transfers control of the goods to the customer, which occurs when title to and risk of loss of the goods transfer to the customer. The timing of transfer of title and risk of loss is dictated by customary or explicitly stated contract terms. The majority of the Company’s sales involve transfer of control to the customer, and thus revenue recognition, before delivery to the customer’s destination; for example, upon release of the goods to the shipper. The Company’s bill-and-hold arrangement involve transfer of control to the customer when the goods have been segregated from other inventory at the Company’s facility and are ready for physical transfer to the customer. Shipping and handling activities that occur after a customer has obtained control of a good are accounted for as fulfillment costs rather than an additional promise in a contract. As such, shipping and handling consideration (freight revenue) is recognized when control of the goods transfers to the customer, and freight expense is accrued to cost of goods sold when the related revenue is recognized. The Company recognizes revenue based on contractually stated selling prices and quantities shipped, net of sales tax, and adjusted for estimated claims and discounts. Claims are customary in the recycled metal industry and arise from variances in the quantity or quality of delivered products. Revenue adjustments may be required if the settlement of claims exceeds original estimates. For the nine months ended March 31, 2026 and 2025, revenue adjustments related to performance obligations that were satisfied in previous periods were not material. 8 **AMERICAN BATTERY TECHNOLOGY COMPANY** Notes to the Condensed Consolidated Financial Statements (unaudited) ***Cost of Goods Sold*** Cost of goods sold includes the cost of the recycled products and byproducts delivered to our customers. It includes direct and indirect materials, labor costs, manufacturing overhead, including depreciation costs, lower of cost or net realizable value charges, and shipping and logistics costs. ***Stock-based Compensation*** Under ASC 718, compensation cost for stock-based awards is recognized over the requisite service period based on the grant-date fair value of the award. For awards subject solely to a service condition, compensation expense is recognized on a straight-line basis over the requisite service period. For awards that include performance conditions, compensation expense is recognized when achievement of the performance condition is considered probable and only for the portion of the requisite service period that has been rendered. If the probability assessment changes, cumulative compensation expense is adjusted in the period of change. The Company accounts for forfeitures as they occur. Stock-based awards granted to employees primarily consist of restricted stock units (“RSUs”) and common share warrants issued to executive officers and key employees, with the corresponding compensation cost recorded within additional paid-in capital. The fair value of each stock option granted is estimated using the Black-Scholes Merton option-pricing model using the single option award approach. The following assumptions are used in the Black-Scholes Merton option-pricing model: *Risk-Free Interest Rate*: The risk-free interest rate is based on the implied yield available on the date of grant on U.S. Treasury zero-coupon bonds issued with a term that is equal to the option’s expected term at the grant date. *Expected Volatility*: The Company estimates the volatility for option grants by evaluating the average historical volatility of the Company’s stock price for the period immediately preceding the option grant for a term that is approximately equal to the option’s expected term. *Expected Term*: The expected term for employees represents the period over which options granted are expected to be outstanding using the simplified method, as the Company’s historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term. The simplified method deems the term to be the average of the time-to-vesting and contractual life of the stock-based awards. *Dividend Yield*: The Company has not declared or paid dividends to date and does not anticipate declaring dividends. As such, the dividend yield has been estimated to be zero. The table below sets forth the assumptions used on the date of grant for estimating the fair value of options granted during three months ending March 31:  Schedule of Estimated Fair Value | Line item | 2026 | | --- | --- | | Weighted average expected term (years) | 8.95 | | Risk-free interest rate | 4.015% | | Dividend yield | 0% | | Volatility | 132.21% | ***Fair Value of Financial Instruments*** Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is an exit price concept that assumes an orderly transaction between willing market participants and is required to be based on assumptions that market participants would use in pricing an asset or a liability. Current accounting guidance establishes a three-tier fair value hierarchy as a basis for considering such assumptions and for classifying the inputs used in the valuation methodologies. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair values are as follows: Level 1: Quoted prices (unadjusted) in active markets for identical assets and liabilities that the reporting entity can assess at the measurement date. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: Unobservable inputs for the asset or liability which include the Company’s assumptions regarding the data market participants would use in pricing the asset or liability based on the best information available under the circumstances. The carrying values of the Company’s cash, accounts receivable, grants receivable, prepaid expenses and other, accounts payable and accrued liabilities, and notes payable, approximate fair value due to their short maturities. The Company’s fair value measurements included the valuation of the derivative liabilities for the bifurcated notes payable freestanding call and conversion options and for the liability-classified equity-linked contracts, both of which are classified as Level 3 of the fair value hierarchy. As of December 31, 2024, the Company reclassified derivative liabilities and liability-classified equity-linked contracts from long-term liabilities to equity. No derivative instruments were issued during the nine months ended March 31, 2026; accordingly, fair value measurement was not required. See Note 13 for further discussion. The Company’s fair value measurements include the valuation of the assets held-for-sale as of March 31, 2026, and June 30, 2025. See Note 7 for relevant fair value disclosures. ***Adoption of Recent Accounting Pronouncements*** The Company continually assesses new accounting pronouncements to determine their applicability. When it is determined a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a review to determine the consequences of the change to its condensed consolidated financial statements and assures there are sufficient controls in place to ascertain the Company’s condensed consolidated financial statements properly reflect the change. In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Improvements to Income Tax Disclosures”, which updates income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This ASU also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in this ASU are effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is in the process of determining the effect this ASU will have on the disclosures contained in the notes to the condensed consolidated financial statements. 9 **AMERICAN BATTERY TECHNOLOGY COMPANY** Notes to the Condensed Consolidated Financial Statements (unaudited) In November 2024, FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” As amended by ASU 2025-01, this guidance requires disclosures in the notes to financial statements of specified information about certain costs and expenses. It clarifies which certain costs and expenses that are included in cost of sales and selling, general, and administrative expense categories that should be disclosed with qualitative descriptions of amounts that are not separately disaggregated quantitatively. Additionally, it requires disclosure of total amounts of selling expenses and an entity’s definition of selling expense. The guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is in the process of determining the effect this ASU will have on the disclosures contained in the notes to the condensed consolidated financial statements. In December 2025, the FASB issued ASU 2025-10, “Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities,” which provides authoritative guidance on the recognition, measurement, presentation, and disclosure of government grants received by business entities. Under this guidance, a government grant is defined as a transfer of a monetary asset or tangible nonmonetary asset from a government (other than in an exchange transaction) that is subject to conditions the entity must satisfy in order to receive the benefit. ASU 2025-10 is effective for annual periods beginning after December 15, 2028 (including interim periods therein). Early adoption is permitted. The Company is in the process of determining the effect this ASU will have on the disclosures contained in the notes to the condensed consolidated financial statements. In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements,” to clarify the applicability, form, content, and disclosure requirements for interim financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The amendments in this update refine the guidance in ASC Topic 270 by providing a comprehensive list of required interim disclosures and codifying a disclosure principle that requires the Company to disclose events and changes that occur after the end of the most recent annual reporting period that have, or are reasonably expected to have, a material impact on its financial position, results of operations, or cash flows. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is in the process of determining the effect this ASU will have on the disclosures contained in the notes to the condensed consolidated financial statements. In December 2025, the FASB issued ASU 2025-12, “Codification Improvements,” which updates the FASB Accounting Standards Codification to clarify, correct errors, and improve the overall usability of GAAP. The improvements consist of narrow-scope amendments, technical corrections, clarification of existing guidance, and updates to clarify the appropriate scope and application of certain disclosure requirements. ASU 2025-12 is effective for annual and interim periods beginning after December 15, 2026. Early adoption is permitted. The Company is in the process of determining the effect this ASU will have on the disclosures contained in the notes to the condensed consolidated financial statements. **4.Inventories** The Company’s inventory for its lithium-ion battery recycling operation is comprised of raw materials, in the form of battery feedstock, and finished goods, in the form of products and byproducts. Inventory is valued at the lower of average cost or net realizable value. The net carrying value of inventory includes those costs to acquire battery feedstock and any related carrying and processing costs incurred by the Company.  Schedule of Inventories | Line item | March 31, 2026 | June 30, 2025 | | --- | --- | --- | | Raw materials | $325,096 | $216,052 | | Finished goods | 521,507 | 192,095 | | Total inventories | $846,603 | $408,147 | 10 **AMERICAN BATTERY TECHNOLOGY COMPANY** Notes to the Condensed Consolidated Financial Statements (unaudited) **5.Government Grants and Tax Credit Awards** Grants receivable represent qualifying costs incurred where there is reasonable assurance that the conditions of the grant have been met but the corresponding funds have not been received as of the reporting date. As collections from the federal government have been and are expected to continue to be timely, no allowance for doubtful accounts has been established. If amounts become uncollectible, they will be charged to operations. Grants receivable was nil and $0.2 million at March 31, 2026 and June 30, 2025, respectively. The Company recognizes invoiced government funds as an offset to research and development costs in the period the qualifying costs were incurred. Grants related to investments in property and equipment are recognized as a reduction to the cost basis of the underlying assets with an ongoing reduction to depreciation expense over the assets’ estimated useful lives. On January 20, 2021, the U.S. Department of Energy (“DOE”) announced that the Company 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 the Company was eligible to receive reimbursement of up to 50% of eligible expenditures, or up to $2.3 million. The prime agreement contract for this grant was issued with a project start date of October 1, 2021. The Company began receiving funds related to this award during the fiscal year ending June 30, 2022. As of March 31, 2026, this project has been completed and the contract closed with cumulative funds invoiced totaling $2.3 million, which represents 100% of the total eligible reimbursements. On August 16, 2021, the Company received a contract award for a 30-month project with a total budget of $2.0 million from the United States Advanced Battery Consortium (the “USABC grant”) as part of a competitively bid project, through which the Company received reimbursement for up to $0.5 million of eligible expenditures. The objective of the contract award was 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 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. The Company began receiving funds related to this award during the fiscal year ended June 30, 2022, and this contract award project concluded on September 30, 2024. As of March 31, 2026, this project has been completed and the contract closed with the cumulative funds invoiced and collected for this grant totaled $0.5 million, which represents 100% of the total eligible reimbursements. On October 21, 2022, the DOE announced that the Company had been selected for award negotiation for a five-year project with a total budget of $115.5 million to design, construct, and commission a first-of-kind lithium hydroxide refinery using Nevada-based claystone as the feedstock to expand domestic manufacturing of battery grade lithium hydroxide for lithium-ion batteries for electric vehicles, with a focus on domestic processing of materials and components that are currently imported from foreign countries. Through this grant award the Company was eligible to receive reimbursement of up to 50% of eligible expenditures, up to $57.7 million. The prime agreement contract for this grant was issued with a project start date of September 1, 2023. The Company began receiving funds related to this award during the period ending December 31, 2023. As of March 31, 2026, the cumulative funds invoiced and collected for this grant totaled $6.0 million, which represents 10 % of the total eligible reimbursements. On October 9, 2025, the DOE notified the Company that the grant was terminated, effective as of the end of the budget period ending August 31, 2025. On October 10, 2025, the Company submitted an appeal of the termination and is pursuing dispute resolution remedies in connection with the termination of the grant. On November 17, 2022, the DOE announced that the Company had been selected for award negotiation for a three-year project with a total budget of $20.0 million to demonstrate and commercialize next generation techniques for its lithium-ion battery recycling processes to produce low-cost and low-environmental impact domestic battery materials. Through this grant award the Company is eligible to receive reimbursement of up to 50% of eligible expenditures, up to $10.0 million. The prime agreement contract for this grant was issued with a project start date of October 1, 2023. The Company began receiving funds related to this award during the period ending December 31, 2023. As of March 31, 2026, the cumulative funds invoiced and collected for this grant totaled $2.1 million, which represents 21% of the total eligible reimbursements. 11 **AMERICAN BATTERY TECHNOLOGY COMPANY** Notes to the Condensed Consolidated Financial Statements (unaudited) On March 28, 2024, ABTC was selected for a tax credit for up to $19.5 million through the Qualifying Advanced Energy Project Credits program (“48C”). This tax credit was granted by the U.S. Department of Treasury Internal Revenue Service following a competitive technical and economic review process performed by the U.S. DOE, which evaluated the feasibility of applicant facilities to advance America’s buildout of globally competitive critical material recycling, processing, and refining infrastructure. This tax credit may be utilized both for the reimbursement of capital expenditures spent to date and also future capital expenditures at ABTC’s battery recycling facility in the Tahoe-Reno Industrial Center (“TRIC”) in Storey County, Nevada. As of March 31, 2026, the Company has incurred qualifying expenditures for this tax credit but will not recognize any amounts until it has reasonable assurance of compliance with the relevant standards. Also on March 28, 2024, ABTC was selected for an additional tax credit of up to $40.5 million through the 48C program, which may be used in support of the design and construction of a new commercial battery recycling facility to be located in the United States. As of March 31, 2026, the Company has not incurred any qualifying expenditure toward this tax credit. On September 23, 2024, the DOE announced that the Company had been selected for award negotiations for a competitive grant for $150 million to be applied towards the construction of a new lithium-ion battery recycling facility. On December 18, 2024, the Company received a contracted grant award for $144 million of federal investment by the DOE, with these funds awarded to the Company and an additional $6.4 million awarded to its subcontractor Argonne National Laboratory, to support the construction of a new lithium-ion battery recycling facility. The Company began receiving funds related to this award during the period ending March 31, 2025. As of March 31, 2026, the cumulative funds invoiced for this grant totaled $1.5 million, which represents 1% of the total eligible reimbursements. **6.Property and Equipment** The table below presents the property and equipment as of March 31, 2026 and June 30, 2025:  Schedule of Property and Equipment | Line item | March 31, 2026 | June 30, 2025 | | --- | --- | --- | | Land | $13,234,144 | $11,225,956 | | Building | 16,790,592 | 16,653,019 | | Construction in progress | 9,513,380 | - | | Equipment and vehicles | 26,773,219 | 24,363,000 | | Property and equipment, gross | 66,311,335 | 52,241,975 | | Less: accumulated depreciation | (11,080,175) | (6,772,122) | | Property and equipment, net | $55,231,160 | $45,469,853 | Property and equipment that are purchased or constructed which require a period of time before the assets are ready for their intended use are accounted for as construction-in-progress. Construction-in-progress is recorded at acquisition cost, including installation costs. Construction-in-progress is transferred to specific property and equipment accounts and commences depreciation when these assets are put in use. As of March 31, 2026, Construction in progress is comprised of improvements to the Company’s recycling facility not yet put in use of $3.6 million and the Company’s land and building in Fernley, Nevada valued at $6.0 million (see Note 7). The Company recognized depreciation expense of $4.3 million and $3.8 million for the nine months ended March 31, 2026 and 2025, respectively. **7.Assets Held for Sale** At June 30, 2025, the Company classified land and a building at its Fernley, Nevada location as assets held for sale. On July 28, 2025, a potential buyer for such property terminated the agreement governing such proposed sale. The Company plans to make improvements to the property in fiscal year 2026, including obtaining a final certificate of occupancy and completing other upgrades. The property, with a carrying value of approximately $6.9 million, was reclassified into property and equipment as construction in progress during the nine months ended March 31, 2026. 12 **AMERICAN BATTERY TECHNOLOGY COMPANY** Notes to the Condensed Consolidated Financial Statements (unaudited) As of March 31, 2025, the Company reclassified certain water rights with a carrying value of $3.8 million to assets held for sale in the condensed consolidated balance sheet. This reclassification follows the Company’s decision to actively market these water rights for sale to unrelated third parties. As of March 31, 2026, there were no impairments on the assets held for sale. **8.Mining Properties** On July 21, 2022, the Company exercised the option to purchase the rights to unpatented lode claims in Tonopah, Nevada for a total consideration of $8.2 million. In December 2023, the Company entered into a vacant land offer and acceptance agreement for the Company’s acquisition of certain mineral patents totaling $0.2 million which was capitalized to mining properties. In June 2025, the Company’s Tonopah Flats Lithium Project (“TFLP”) was selected by the National Energy Dominance Council and the FAST-41 Permitting Council as a Transparency Priority Project. This designation highlights the project’s role in advancing domestic critical mineral lithium production and supporting U.S. energy independence. In August 2025, the TFLP was further approved by the FAST-41 Permitting Council as a Covered Priority Project, which provided additional resources to streamlining the permitting efforts for this project. The project is featured on the FAST-41 Permitting Dashboard. On January 15, 2026, the Company purchased 88 unpatented claims adjacent to the TFLP for $0.5 million. The Company capitalizes costs incurred to acquire, explore, evaluate, and develop mineral properties once proven and probable mineral reserves have been established and the project is deemed economically and technically feasible. Prior to the establishment of proven and probable reserves, exploration and evaluation costs are expensed as incurred. Capitalized costs are recorded as mineral properties and mine development assets and are amortized using the units-of-production method over the estimated recoverable proven and probable reserves of the related mine, beginning when production commences. During the nine months ended March 31, 2026, the Company capitalized approximately $0.8 million of mine development and related costs associated with activities that improved access to proven and probable reserves. **9.Intangible Assets** The Company’s acquisition of the commercial-scale battery recycling facility at the Tahoe-Reno Industrial Center (“TRIC”) included water rights valued at $0.8 million and are described as an eighteen and forty-five one-hundredths (18.45) acre-foot/annually portion of the Truckee-Carson Irrigation District, Serial Number 1081-A-1. These have an unlimited useful life upon assignment to a property through use of a will-serve, which has no expiration date. The table below presents total intangible assets at: Schedule of Intangible Assets | Line item | March 31, 2026 | June 30, 2025 | | --- | --- | --- | | Water rights | $866,248 | $766,694 | **10.Accounts Payable and Accrued Liabilities** The table below presents total accounts payable and accrued liabilities at: Schedule of Accounts Payable and Accrued Liabilities | Line item | March 31, 2026 | June 30, 2025 | | --- | --- | --- | | Trade payables | $865,561 | $417,195 | | Fixed assets in trade payables | 195,510 | 283,278 | | Accrued expenses | 5,391,802 | 5,122,514 | | Total accounts payable and accrued liabilities | $6,452,873 | $5,822,987 | 13 **AMERICAN BATTERY TECHNOLOGY COMPANY** Notes to the Condensed Consolidated Financial Statements (unaudited) **11.Notes Payable** On August 29, 2023, the Company and High Trail (the “Buyers”) entered into a Securities Purchase Agreement (the “Purchase Agreement”), pursuant to which the Company can sell to the Buyers up to $51.0 million of a new series of senior secured convertible notes (the “Notes”), of which $25.0 million was initially received. The Company analyzed the conversion features of the Notes for derivative accounting considerations under ASC 815-15, “Derivatives and Hedging,” and determined a freestanding call option should be bifurcated and separately accounted for as a derivative liability. Accordingly, the derivative liability is carried at fair value at each reporting date with the corresponding gain or loss reflected in earnings in the condensed consolidated statements of operations. The Company determined the derivative liability to have a fair value of $0.4 million at issuance of the Notes. For the nine months ended March 31, 2025, the Company recorded a gain of $0.7 million within the change in fair value of the derivative liability in the condensed consolidated statements of operations. As of March 31, 2025, the fair value of the derivative liability was determined to be nil given the expiration of the freestanding call option on October 1, 2024. No derivative instruments requiring liability-classification were outstanding during the period from December 1, 2024 through June 30, 2025, and there has been no related activity since the option’s expiration; accordingly, fair value measurement was not required. The carrying value, net of debt discount and issuance costs, was being accreted over the term of the Notes from date of issuance to date of full repayment, in August 2025, based on partial redemption payments, using the effective interest rate method. On September 13, 2024, the Notes were amended to allow payment of principal totaling $0.6 million in common shares of the Company in lieu of cash, with the remaining principal due in September 2024, deferred to October 2024. Subsequent to September 30, 2024, further payment on the Notes had been deferred by the Buyers while negotiations on a potential amendment to the Notes are on-going. Total common shares of 726,216 were issued with a fair market value of $0.7 million. The Notes were also amended to increase the conversion option rate. The Company concluded that the amendment to the Notes was an extinguishment for accounting purposes due to the increase in the conversion option fair value. The Company recognized a $0.7 million loss on extinguishment in the condensed consolidated statement of operations for the nine months ended March 31, 2025, comprised of the write-off of the remaining debt discount and debt issuance costs of $0.6 million and the excess of fair value of the common shares paid in lieu of cash over the principal owed of $0.1 million. On November 14, 2024, the Purchase Agreement and Notes were amended to provide for the issuance of a new series of senior secured convertible notes (the “2024 Notes”) in the aggregate principal amount of $12.0 million, less discount totaling $2.1 million. The amendment also allowed payment of principal of the Notes totaling $1.1 million in common shares of the Company in lieu of cash, with the remaining principal of the Notes of $1.8 million paid with proceeds from issuance of the 2024 Notes. The 2024 Notes bear zero coupon, mature onSeptember 1, 2025, and require $5.0 million in cash to be maintained in a restricted account. The Buyers may request partial redemptions of up to an aggregate of $1.0 million on the 1st of each month beginning on January 1, 2025, with the remaining principal due on the maturity date, or the Buyers may convert the 2024 Notes into shares of common stock of the Company at a conversion rate of 1,333.33 shares of common stock per $1,000 of principal for the first $3,000,000 of principal, and a conversion rate of 945.0992 shares of common stock per $1,000 of principal for the remaining principal. The Company evaluated the amendment to the Purchase Agreement and concluded it was required to be accounted for as a troubled debt restructuring under ASC 470-60, “Troubled Debt Restructurings by Debtors,” as a concession had been granted to the Company. Per ASC 470-60, the carrying value of the Notes remained the same as before the amendment, reduced only by the fair value, $1,142,580, of the common shares issued, 1,210,360, to partially settle the Notes. No gain was recognized as the future undiscounted cash flows of the restructured Notes did not exceed the carrying amount of the Notes, with the effect of the restructuring accounted for prospectively through the revised effective interest rate of 50.73%. On December 19, 2024, the 2024 Notes were amended to increase the portion of principal that is subject to the higher conversion rate of1,333.33 shares of commons stock per $1,000 of principal from $3,000,000 to $5,000,000. The Company analyzed the embedded conversion feature of the 2024 Notes for derivative accounting considerations under ASC 815-15, “Derivatives and Hedging,” and determined that it did not qualify to be bifurcated and accounted for as a derivative liability. For the fiscal year ended June 30, 2025, amortization of the debt discount of the 2024 Notes totaled $2.3 million. On March 24, 2025, the conversion rate of the 2024 Notes was amended for $2.0 million of principal payments upon which the payments were converted to common shares. The conversion rates for the remaining principal of the 2024 Notes were not amended. Total common shares of 2,284,410 were issued with a fair market value of $2.3 million. The amendment was accounted for as debt modification and as a result, the excess fair market value of the common shares over the principal payments was recorded as an additional debt discount. On July 18, 2025, the Buyers converted $5,000,000 of the 2024 Notes into shares of common stock of the Company at a conversion rate of 1,333.33 shares of common stock per $1,000 of principal amount. Total common shares of 6,666,651 were issued with a fair market value of $16.0 million. On August 20, 2025, the Buyers converted $3,000,000 of the 2024 Notes into shares of common stock of the Company at a conversion rate of945.0992 shares of common stock per $1,000 of principal amount. Total common shares of 2,835,299 were issued with a fair market value of $6.9 million. As of March 31, 2026, because of the conversions discussed above, the carrying value of the notes payable of $8,000,000 was fully extinguished, and no amounts remain outstanding under the notes. No gain or loss was recognized on the conversion. 14 **AMERICAN BATTERY TECHNOLOGY COMPANY** Notes to the Condensed Consolidated Financial Statements (unaudited) **12.Leases** Right-of-use (“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. 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 8.0% for the nine months ending March 31, 2026 and 2025, based primarily on historical lending agreements. RoU assets include lease payments required to be made prior to commencement and exclude lease incentives. Both RoU assets and the related lease liability 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 leases office space under a non-cancelable operating lease agreement. The lease commenced December 1, 2024, and has a lease term of three years, expiring on November 30, 2027. The lease includes an option to renew for an additional two years; however, the Company is not reasonably certain to exercise the renewal option. Therefore, the renewal period has not been included in the calculation of the lease liability and the right-of-use asset in accordance with ASC 842. The Company occupies other office facilities under lease agreements that expire at various dates, many of which do not exceed a year in length. The Company does not have any finance leases as of March 31, 2026 and 2025. Operating lease right-of-use 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, 2026 and June 30, 2025. The table below presents information related to the components of lease expense for the nine months ended March 31, 2026 and 2025, respectively:  Schedule of Lease Expense | Line item | March 31, 2026 | March 31, 2025 | | --- | --- | --- | | Operating lease cost | $570,969 | $288,894 | The table below presents total operating lease RoU assets and lease liabilities at:  Schedule of Operating Lease ROU Assets and Lease Liabilities | Line item | March 31, 2026 | June 30, 2025 | | --- | --- | --- | | Operating lease right-of-use asset | $204,246 | $296,157 | | Operating lease liabilities | $220,589 | $306,026 | The table below presents the maturities of operating lease liabilities as of March 31, 2026:  Schedule of Maturity of Operating Lease Liabilities | | | | --- | --- | | June 30, 2026, remaining | $34,636 | | June 30, 2027 | 141,810 | | June 30, 2028 | 60,059 | | Total lease payments | 236,505 | | Less: imputed interest | (15,916) | | Total operating lease liabilities | $220,589 | | Operating lease liabilities, current | $127,315 | | Operating lease liabilities, non-current | $93,274 | The table below presents the weighted average remaining lease term for operating leases and the weighted average discount rate used in calculating operating lease right-of-use asset as of March 31, 2026.  Schedule of Weighted Average Remaining Lease Term for Operating Leases and Weighted Average Discount Rate Weighted average lease term (years) 1.67 Weighted average discount rate 8.00% 15 **AMERICAN BATTERY TECHNOLOGY COMPANY** Notes to the Condensed Consolidated Financial Statements (unaudited) **13.Derivative Liabilities** During the six months ended December 31, 2024 the Company’s embedded conversion feature on its convertible notes and its outstanding warrants were treated as derivative liabilities for accounting purposes under ASC 815-40, “Derivatives and Hedging – Contracts in Entity’s Own Equity,” due to insufficient authorized shares to settle these outstanding equity-linked contracts, while the terms of these instruments still allowed the holders to exercise which would require the Company to net-cash settle the instrument. In such cases, the Company adopted a sequencing approach under ASC 815-40 to determine the classification of its equity-linked financial instruments at issuance and at each subsequent reporting date. Under this sequencing policy, the Company reclassified to liabilities those equity-linked financial instruments with the most recent issuance or modification date. The derivative liabilities were initially recorded at fair value and subsequently re-valued each reporting date, with changes in fair value reported in the condensed consolidated statements of operations. The Company utilized the Black-Scholes option-pricing model to value the derivative liabilities at initial reclassification and subsequent valuation dates, adjusted for instrument-specific terms as applicable. In August 2024, the Company issued common shares and warrants to purchase common shares under private placement subscription agreements. See further discussion at Note 14. As there were insufficient authorized shares available at the time of issuance, the warrants were classified as derivative liabilities, measured at fair value as of issuance, and re-measured to fair value as of September 30, 2024. Of the $1.9 million in proceeds received from the private placement, $0.6 million was received from related parties of the Company, including current employees and an immediate family member of the Chief Executive Officer. The Company recognized common shares and warrants to purchase common shares with a total fair value of $1.4 million, compensation expense of $0.7 million and a loss on private placement of $0.1 million in the condensed consolidated statements of operations. The Company recognized less than a $0.1 million loss on change in fair value of these liability-classified equity-linked financial instruments. For the remaining private placement subscription agreements, the Company recognized the fair value of the warrants of $1.7 million and a loss on private placement of $0.6 million as of issuance, and a fair value of $1.7 million as of September 30, 2024, with the loss on change in fair value of less than $0.1 million recorded to change in fair value of liability-classified equity-linked contracts in the condensed consolidated statements of operations. The associated derivative liability was included in long-term liabilities in the condensed consolidated balance sheets. In November 2024, a portion of the private placement subscription agreements were rescinded. Prior to rescission, a gain of $0.3 million was recognized upon revaluation of the warrant liability, reducing the warrant liability from $1.2 million to $0.9 million. A gain of less than $0.1 million was recognized upon extinguishment of the warrant liability at the rescission date. A payable of $0.9 million is included in accounts payable and accrued liabilities on the condensed consolidated balance sheet as of December 31, 2024, for the return of the subscription agreement proceeds to the investors. In September 2024, the Company’s convertible notes were amended to increase the conversion rate of the conversion option. See further discussion at Note 11. Upon modification, the Company no longer had sufficient authorized shares to settle all equity-linked contracts including the convertible notes upon a potential conversion and accordingly, the embedded conversion feature was bifurcated from the convertible notes to be accounted for as a derivative liability. The Company calculated a fair value of the bifurcated conversion feature of $0.7 million as of the modification date and a fair value of $0.9 million as of September 30, 2024, with the loss on change in fair value of $0.2 million recorded to change in fair value of liability-classified financial instruments in the condensed consolidated statements of operations. 16 **AMERICAN BATTERY TECHNOLOGY COMPANY** Notes to the Condensed Consolidated Financial Statements (unaudited) In November 2024, the Company’s shareholders approved and adopted an amendment to the articles of incorporation to increase the number of authorized shares of the Company’s common stock from 80,000,000 to 250,000,000. Upon the increase, the Company had sufficient authorized shares available to settle all equity-linked contracts including the convertible notes and warrants to purchase common shares included in derivative liabilities. As a result, the Company revalued the bifurcated conversion feature and the warrants to purchase common shares as of the shareholder approval date and reclassified the associated derivative liabilities from long-term liabilities to additional paid-in capital in the condensed consolidated balance sheets. The Company recognized a $0.8 million gain on change in fair value of the derivative liabilities prior to the reclassification to equity from long-term liabilities. The amount reclassed to equity totaled $2.1 million. During the period December 31, 2024 through March 31, 2026, there was no activity related to the Company’s derivative liability instruments and the balance of derivative liabilities remained unchanged throughout this period. The table below sets forth the Black-Scholes inputs and assumptions for the Company’s valuation and re-valuation of its derivative liabilities for the period ending March 31:  Schedule of Black-Scholes Inputs and Assumptions for valuation and Re-valuation of its Derivative Liabilities | Line item | 2025 | | --- | --- | | Weighted average expected term (years) | 0.01 – 5.00 | | Risk-free interest rate | 3.47 – 5.47% | | Dividend yield | 0% | | Volatility | 6.69% - 137.84% | **14.Stockholders’ Equity** ***Preferred Stock*** The Company’s amended and restated articles of incorporation authorize shares of preferred stock and provide that shares of preferred stock may be issued from time to time in one or more series. The Company’s board of directors (the “Board of Directors”) is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The Board of Directors is able to, without stockholder approval, issue shares of preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of the Board of Directors to issue shares of preferred stock without stockholder approval could have the effect of delaying, deferring, or preventing a change of control of the Company or the removal of existing management. To date, the Company has authorized a total of 1,666,667 shares of preferred stock. Of this amount the Company has designated a total of233,340 shares to four classes of preferred stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock. A description of each class of preferred stock is listed below. *Series A Preferred Stock* The Company has 33,334 shares of Series A Preferred Stock authorized with a par value of $0.001 per share. The Company had nil shares of Series A Preferred Stock issued and outstanding on March 31, 2026 and June 30, 2025. *Series B Preferred Stock* The Company has 133,334 shares of Series B Preferred Stock authorized with a par value of $10.00 per share. The Company had nil shares of Series B Preferred Stock issued and outstanding on March 31, 2026 and June 30, 2025. *Series C Preferred Stock* The Company has 66,667 shares of Series C Preferred Stock authorized with a par value of $10.00 per share. The Company had nil shares of Series C Preferred Stock issued and outstanding on March 31, 2026 and June 30, 2025. *Series D Preferred Stock* The Company has 5 shares of Series D Preferred Stock authorized with a par value of $0.001 per share. The Company had nil shares of Series D Preferred Stock issued and outstanding on March 31, 2026 and June 30, 2025. ***Common Stock*** In November 2024, the Company’s shareholders approved and adopted an amendment to the articles of incorporation to increase the number of authorized shares of the Company’s common stock from 80,000,000 to 250,000,000. 17 **AMERICAN BATTERY TECHNOLOGY COMPANY** Notes to the Condensed Consolidated Financial Statements (unaudited) *Nine months ended March 31, 2026:* During the three and nine months ended March 31, 2026, the Company issued 1,238,536 and 3,663,415 common shares, respectively, upon the vesting of share-based awards.. On April 3, 2024, the Company entered into an ATM sales agreement with Virtu Americas LLC, pursuant to which the Company may offer and sell, from time to time through the sales agent, shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, subject to the terms and conditions of the Sales Agreement. On September 19, 2025, the Company filed a prospectus supplement to its registration statement on Form S-3 (File No. 333-252492) related to the offer and sale from time to time of the Shares having an aggregate offering price of up to $50,000,000. On November 7, 2025, the Company filed an automatic registration statement on Form S-3ASR (File No. 333-291387), which included a prospectus supplement that increased the amount of Shares that could be offered and sold from time to time to an aggregate offering price up to $100,000,000. During the nine months ended March 31, 2026, the Company sold 12,434,881 Shares pursuant to the ATM sales agreement, for total proceeds of $45.2 million. In addition, the Company settled the issuance of 572,307 common shares for a total of $0.9 million that was included in subscriptions receivable as of June 30, 2025. On July 23, 2025, one of the Company’s institutional investors exercised 4,000,000 common stock warrants at an exercise price of $1.10 per share. The warrant exercise resulted in gross proceeds of approximately $4.4 million to the Company. The shares were issued in accordance with the original warrant terms. On October 13, 2025, one of the Company’s institutional investors exercised 1,886,793 common stock warrants at an exercise price of $2.80 per share. The warrant exercise resulted in gross proceeds of approximately $5.3 million to the Company. The shares were issued in accordance with the original warrant terms. On October 27, 2025, a holder of warrants exercised 250,000 common stock warrants at an exercise price of $1.00 per share. The warrant exercise resulted in gross proceeds of approximately $0.3 million to the Company. The shares were issued in accordance with the original warrant terms. On November 10, 2025, a holder of warrants exercised 50,000 common stock warrants at an exercise price of $1.00 per share. The warrant exercise resulted in gross proceeds of approximately $50,000 to the Company. The shares were issued in accordance with the original warrant terms. During the three months ended December 31, 2025, holders of warrants to purchase an aggregate of 3,287,875 shares of the Company’s common stock exercised their warrants on a cashless basis in accordance with the terms of the warrant agreements. In connection with the cashless exercises, the Company issued an aggregate of 2,817,478 shares of common stock and no cash proceeds were received. The Company issued 9,501,950 common shares to the Note holders pursuant to the debt conversion option in lieu of cash payment of $8.0 million (see Note 11). The carrying value of the common shares issued of $8.0 million was recorded in additional paid-in capital. The Company had the following potentially dilutive shares outstanding as of March 31:  Schedule of Potentially Dilutive Shares Outstanding | Line item | March 31, 2026 | March 31, 2025 | | --- | --- | --- | | Convertible notes | - | 8,725,486 | | Warrants | 17,699,807 | 17,980,157 | | Share awards outstanding | 13,570,438 | 7,816,136 | | Total potentially dilutive | 31,270,245 | 34,521,779 | 18 **AMERICAN BATTERY TECHNOLOGY COMPANY** Notes to the Condensed Consolidated Financial Statements (unaudited) **15.Share Purchase Warrants** During the nine months ended March 31, 2026, there were 9,004,271 common shares issued related to warrants exercised.  Schedule of Share Purchase Warrants Activity | Line item | Number of Warrants | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | | --- | --- | --- | --- | --- | | Balance, June 30, 2025 | 17,380,150 | $5.28 | | | | Granted | 5,279,660 | 1.01 | | | | Exercised | (4,000,000) | 1.10 | | | | Forfeited | (166,378) | 4.80 | | | | Expired | - | - | | | | Balance, September 30, 2025 | 18,493,432 | $5.01 | 3.56 | - | | Granted | - | - | | | | Exercised | (5,474,663) | 1.63 | | | | Forfeited | - | - | | | | Expired | (50,000) | 1.00 | | | | Balance, December 31, 2025 | 12,968,769 | $6.39 | 3.22 | - | | Granted | 4,731,038 | 1.01 | | | | Exercised | - | - | | | | Forfeited | - | - | | | | Expired | - | - | | | | Balance, March 31, 2026 | 17,699,807 | $4.95 | 3.25 | - | | Exercisable, March 31, 2026 | 9,457,005 | $8.24 | 2.90 | - | **16.Equity Compensation Awards** The Company has established the 2021 Equity Incentive Plan (the “Retention Plan”) to issue shares in the effort to retain key executives, directors, and employees. The Retention Plan allows for several different types of awards to be granted, including but not limited to, restricted share units and restricted share awards, collectively referred to as “share awards”. Share awards generally have the same expense characteristics under US GAAP and generally vest over a four-year period at a rate of 25% per annum. Under the Retention Plan, the Company is authorized to issue shares of common stock to employees and non-employees up to ten percent (10%) of the total number of shares of common stock outstanding as of December 31, 2022, on a fully diluted basis. The Company adjusts the authorized shares under the plan each December 31, while the Retention Plan remains in effect. During the three months and nine months ended March 31, 2026, the Company granted 2.2 million and 11.1 million share awards under the Retention Plan, respectively. 19 **AMERICAN BATTERY TECHNOLOGY COMPANY** Notes to the Condensed Consolidated Financial Statements (unaudited) The table below reflects the share award activity for the nine months ended March 31, 2026:  Schedule of Restricted Shares and Restricted Share Units Non-Vested | Line item | Units | Weighted- Average Grant Date Fair Value per Unit | | --- | --- | --- | | Unvested share awards at June 30, 2025 | 8,583,466 | $1.93 | | Granted | 8,029,895 | 2.13 | | Vested | (1,537,760) | 2.39 | | Forfeitures | (965,073) | $2.29 | | Unvested awards at September 30, 2025 | 14,110,528 | $1.97 | | Granted | 860,625 | 2.80 | | Vested | (1,199,690) | 2.31 | | Forfeitures | (164,912) | $1.92 | | Unvested awards at December 31, 2025 | 13,606,551 | $1.99 | | Granted | 2,220,422 | 1.42 | | Vested | (2,003,309) | 1.48 | | Forfeitures | (253,226) | $1.75 | | Unvested awards at March 31, 2026 | 13,570,438 | $1.98 | As awards are granted, for those awards subject solely to a service condition, stock-based compensation equivalent to the fair market value of the underlying common stock on the date of grant is expensed over the requisite service period, generally four years with a maximum contractual term of ten years, using the graded vesting attribution method as acceptable under ASC 718, “Compensation-Stock Compensation.” For awards that include performance conditions, compensation expense is recognized when achievement of the performance condition is considered probable and only for the portion of the requisite service period that has been rendered. The Company accounts for forfeitures as they occur. The fair value of share awards that vested during the three months and nine months ended March 31, 2026, totaled $5.6 million and $13.2 million, respectively. For the three months ended March 31, 2026, the Company recognized $27.6 million of stock-based compensation expense, of which $24.5 million relates to fiscal year 2026 executive performance-based awards recognized in the current quarter upon finalization and approval of the performance milestones by the Board of Directors in January 2026. The expense recognized in the period was further impacted by the vesting of certain of these awards that had a previous service period effective date as of July 1, 2024, as well as a higher grant-date stock price for fiscal year 2026 awards compared to the prior year. The Company recognized total stock-based compensation expense of $33.1 million and $12.8 million for the nine months ended March 31, 2026 and 2025, respectively. Included in the $33.1 million recognized during the nine months ended March 31, 2026 was $24.5 million related to executive performance-based awards, of which $21.4 million related to officers and directors of the Company. Included in the $12.8 million recognized during the nine months ended March 31, 2025 was $6.2 million related to executive performance-based awards, of which $5.0 million related to officers and directors of the Company. For the nine months ended March 31, 2026 and 2025, total stock-based compensation expense included $15.2 million and $2.7 million, respectively, related to warrants awarded to officers of the Company. As of March 31, 2026, there were approximately $21.5 million of unamortized expenses relating to outstanding equity compensation awards to be recognized over a remaining weighted-average period of 2.23 years. The table below presents the stock-based compensation expense per respective line item on the condensed consolidated statements of operations for the three months ended March 31:  Schedule of Stock-Based Compensation Expense | Line item | March 31, 2026 | March 31, 2025 | | --- | --- | --- | | Cost of goods sold | $280,278 | $345,659 | | General and administrative | 25,328,339 | 2,267,909 | | Research and development | 1,951,657 | 659,587 | | Exploration | 52,034 | 49,420 | | Total stock-based compensation | $27,612,308 | $3,322,575 | The table below presents the stock-based compensation expense per respective line item on the condensed consolidated statements of operations for the nine months ended March 31: | Line item | March 31, 2026 | March 31, 2025 | | --- | --- | --- | | Cost of goods sold | $912,093 | $564,721 | | General and administrative | 27,580,401 | 8,807,374 | | Research and development | 4,522,619 | 3,300,673 | | Exploration | 128,663 | 151,837 | | Total stock-based compensation | $33,143,776 | $12,824,605 | 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 share awards, 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. **17.** **Segment and Other Information** The Company has determined that its Chief Executive Officer is its chief operating decision maker (“CODM”). The Company operates as a single business operating segment, which includes all activities related to 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. Accordingly, the CODM uses consolidated net income to assess financial performance and inform decisions on how to allocate resources. The financial information provided to the CODM does not contain significant disaggregated expenses outside of what is already disclosed in the statements of operations. Revenue from four major customers during the nine months ended March 31, 2026 and three major customers for the nine months ended March 31, 2025 accounted for 90% and 94%, respectively of the revenue for those periods. Substantially all of the Company’s long-lived assets and operating lease right-of-use assets were located in the United States as of March 31, 2026 and June 30, 2025. 20 **AMERICAN BATTERY TECHNOLOGY COMPANY** Notes to the Condensed Consolidated Financial Statements (unaudited) **18.Supplemental Statement of Cash Flow Disclosures** For the nine months ended March 31:  Schedule of Statement of Cash Flow Disclosures | Line item | March 31, 2026 | March 31, 2025 | | --- | --- | --- | | Supplemental disclosures: | | | | Interest paid | $21,682 | - | | Non-cash investing and financing activities: | | | | Purchases of property and equipment accrued in current liabilities | 195,510 | 117,771 | | Assets transferred from assets held-for-sale to property and equipment | 6,043,498 | - | | Right-of-use asset obtained in exchange for lease liability | - | 367,643 | | Debt payment satisfied with common shares | 8,000,000 | 3,742,580 | | Payable recognized upon rescission of subscription agreement | - | 875,000 | **19.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. Except as otherwise identified herein, management is currently not aware of any such legal proceedings or claims that could have, individually or in aggregate, a material adverse effect on our business, financial condition, or operating results. *Operating Leases* The Company leases its principal office location in Reno, Nevada. It also leases lab space at the University of Nevada, Reno on short term leases. The principal office location lease expires on November 30, 2027, and the Lab lease expired on November 30, 2025. The lab lease was operating on a month-to-month basis until the new agreement was finalized January 22, 2026 with a new expiration date of January 31, 2027. Consistent with the guidance in ASC 842, the Company has recorded the principal office lease in its condensed consolidated balance sheet as an operating lease. For further information on operating lease commitments, see Note 12. *Financial Assurance:* Nevada and other states, as well as federal regulations governing mine operations on federal land, require financial assurance to be provided for the estimated costs of mine reclamation and closure, including groundwater quality protection programs. The Company has satisfied financial assurance requirements using a combination of cash bonds and surety bonds. The amount of financial assurance the Company is required to provide will vary with changes in laws, regulations, reclamation and closure requirements, and cost estimates. At March 31, 2026, the Company’s financial assurance obligations associated with U.S. mine closure and reclamation/restoration cost estimate totaled $0.1 million, 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. 21 **Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations** The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes in “Item 1. Condensed Consolidated Financial Statements”. References in this report to “American Battery,” the “Company,” “we,” “our” and “us” are references to American Battery Technology Company and its subsidiaries. **Forward-Looking Statements** We make forward-looking statements in this report and may make such statements in future filings with the Securities and Exchange Commission, or SEC. We may also make forward-looking statements in our press releases or other public or shareholder communications. Our forward-looking statements are subject to risks and uncertainties and include information about our current expectations and possible or assumed future results of our operations. When we use words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “could,” “plan,” “potential,” “predict,” “forecast,” “project,” “intend,” “is focused on” or similar expressions, or make statements regarding our intent, belief, or current expectations, we are making forward-looking statements. Our forward-looking statements also include, without limitation, statements about our liquidity and capital resources; our ability to continue as a going concern; our ability to successfully execute on our business strategy; our ability to raise additional capital and statements regarding our anticipated future financial condition, operating results, cash flows and business plans. While we believe our forward-looking statements are reasonable, you should not place undue reliance on any such forward-looking statements, which are based on information available to us on the date of this report or, if made elsewhere, as of the date made. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different. Factors that might cause such a difference include, without limitation, the risks and uncertainties discussed in this report, “Item 1A — Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, and from time to time in our other reports filed with the SEC. Other factors not currently anticipated may also materially and adversely affect our results of operations, cash flows, and financial position. There can be no assurance future results will meet expectations. Forward-looking statements speak only as of the date of this report and we expressly disclaim any intent to update or alter any statements whether as a result of new information, future events or otherwise, except as may be required by applicable law. **Overview** American Battery Technology Company (the “Company”) is a growth-stage company in the lithium–ion battery industry that is working to increase the domestic U.S. production of battery materials, such as lithium, nickel, cobalt, and manganese through its: (i) exploration of new, United States based primary resources of battery materials, (ii) development and commercialization of new technologies for the extraction of these battery materials from primary resources, and (iii) 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-conscious, closed–loop fashion. To implement this business strategy, the Company has constructed and is operating its first integrated lithium–ion battery recycling facility, which takes in waste and end–of–life battery materials from the electric vehicle, battery energy storage system (“BESS”), and consumer electronics industries. The ramp-up and operation of this facility remain top priorities, and the Company has significantly expanded resources to support its development. These efforts include hiring additional technical staff, expanding laboratory facilities, and purchasing equipment. As a result, the Company generated its first revenue in the fourth quarter of fiscal year 2024 and has achieved continued growth in production volumes and revenue through March 31, 2026. The Company was awarded and has completed a competitively bid grant from the U.S. Advanced Battery Consortium to support a $2 million project to accelerate the development and demonstration of the technologies within this integrated lithium–ion battery recycling facility. The Company has also been awarded an additional grant from the DOE to support a $20 million project under the Bipartisan Infrastructure Law to validate, test, and deploy three next-generation disruptive advanced separation and processing recycling technologies. On March 28, 2024, the Company was selected for an approximately $19.5 million tax credit through the Qualifying Advanced Energy Project Credits program (the “48C program”). This tax credit was granted by the U.S. Department of Treasury Internal Revenue Service following a competitive technical and economic review process performed by the DOE, which evaluated the feasibility of applicant facilities to advance America’s buildout of globally competitive critical material recycling, processing, and refining infrastructure. This $19.5 million tax credit can be utilized both for the reimbursement of capital expenditures spent to date, and also for equipment and infrastructure for additional value-add operations at the Company’s battery recycling facility in the Tahoe-Reno Industrial Center (“TRIC”) near Reno, Nevada. As of March 31, 2026, the Company has incurred qualifying expenditures for this tax credit but will not recognize any amounts until it has reasonable assurance of compliance with the relevant standards. 22 Also on March 28, 2024, the Company was selected for an additional $40.5 million tax credit through the 48C program to support the design and construction of a new, next-generation, commercial battery recycling facility to be located in the United States. This award was granted by the U.S. Department of Treasury Internal Revenue Service following a competitive technical and economic review process performed by the DOE, which evaluated the feasibility of applicant facilities to advance America’s buildout of globally competitive critical material recycling, processing, and refining infrastructure. As of March 31, 2026, the Company has not incurred any qualifying expenditures towards this tax credit. 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 was awarded and has completed a grant cooperative agreement from the DOE’s Advanced Manufacturing and Materials Technologies Office through the Critical Materials Innovation program to support a $4.5 million project for 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 completed the construction and commissioning of this demonstration system, which enables the Company to demonstrate its technologies for accessing the lithium housed in its unconventional resource, TFLP, and to generate large amounts of battery grade lithium hydroxide for delivery to customers for qualifications and evaluation. The TFLP is one of the largest identified lithium resources in the United States, and the Company recently published a Pre-Feasibility Study (“PFS”) that details inferred, indicated, and measured resources and proven and probable reserves at this property, as well as the technical and financial roadmap for bringing the associated lithium mine and lithium hydroxide monohydrate (“LHM”) refinery to commercialization. This PFS has estimated that the TFLP contains approximately 21.3 million tonnes LHM resource, with 2.7 million tonnes of LHM further classified as proven and probable reserves. The total processing costs for manufacturing this battery grade LHM is projected to be $4,307 per tonne LHM. Inferred, indicated, and measured resources have lower levels of geological confidence than proven and probable reserves, and in certain cases may not be considered when assessing the economic viability of a mining project. In June 2025, the TFLP was selected by the National Energy Dominance Council and the FAST-41 Permitting Council as a Transparency Priority Project. This designation highlights the project’s role in advancing domestic critical mineral lithium production and supporting U.S. energy independence. In August 2025, the TFLP was further approved by the FAST-41 Permitting Council as a Covered Priority Project, which provided additional resources to streamlining the permitting efforts for this project. **Company Financial Highlights:** - The Company had cash and cash equivalents of $38.5 million as of March 31, 2026, of which $37.7 million was unrestricted. This was a $30.2 million increase in unrestricted cash from June 30, 2025. - The Company held zero debt as of March 31, 2026, compared to $7.7 million as of March 31, 2025. **Fiscal Third Quarter 2026 Financial Highlights (Three Months):** - Revenue was $7.8 million for the three months ended March 31, 2026, as compared to $1.0 million for the three months ended March 31, 2025. - Total cost of goods sold was $7.1 million for three months ended March 31, 2026, compared to $3.7 million for the three months ended March 31, 2025. Cost of goods sold for the three months ended March 31, 2026 included non-cash items, including depreciation of $1.0 million and stock-based compensation of $0.3 million. Excluding these non-cash items, cash cost of goods sold (a non-GAAP measure) for the three months ended March 31, 2026 was $5.8 million.
23 *A reconciliation of cost of goods sold to cash cost of goods sold and adjusted gross margin* *(both are a non-GAAP measure) for the three months ended March 31, 2026 was as follows:* | Description | Amount ($M) | | --- | --- | | Revenue | 7.8 | | Cost of Goods Sold (GAAP) | 7.1 | | Gross Margin | 0.7 | | Description | Amount ($M) | | --- | --- | | Revenue | 7.8 | | Cost of Goods Sold (GAAP) | 7.1 | | Less: Depreciation Expense | (1.0) | | Less: Stock-Based Compensation | (0.3) | | Cash Cost of Goods Sold (Non-GAAP) | 5.8 | | Adjusted Gross Margin | 2.0 | - The Company has achieved a critical milestone this quarter, with the achievement of its first positive gross profit on revenue of $0.7 million. - Excluding non-cash items, such as stock-based compensation and depreciation, the Company achieved an adjusted gross profit (a non-GAAP measure) of $2.0 million. Management uses certain non-GAAP metrics to evaluate our operating and financial results. We believe the presentation of non-GAAP results is useful to investors for analysing business trends as well as to view the results from management’s perspective. Non-GAAP cost of goods sold excludes certain non-cash charges including depreciation expense and stock-based compensation. Non-GAAP results have limitations as an analytical tool, and you should not consider them in isolation or as a substitute for our results reported under GAAP. **Fiscal Year to Date 2026 Financial Highlights (Nine Months):** - Revenue was $13.5 million for the nine months ended March 31, 2026, as compared to $1.5 million for the nine months ended March 31, 2025. - Total cost of goods sold was $17.9 million for nine months ended March 31, 2026, compared to $9.5 million for the nine months ended March 31, 2025. Cost of goods sold for the nine months ended March 31, 2026 included non-cash items, including depreciation of $3.0 million and stock-based compensation of $0.9 million. Excluding these non-cash items, cash cost of goods sold (a non-GAAP measure) for the nine months ended March 31, 2026 was $14.0 million. *A reconciliation of cost of goods sold to cash cost of goods sold and adjusted gross margin* *(both are a non-GAAP measure) for the nine months ended March 31, 2026 was as follows:* | Description | Amount ($M) | | --- | --- | | Revenue | 13.5 | | Cost of Goods Sold (GAAP) | 17.9 | | Gross Margin | (4.4) | | Description | Amount ($M) | | --- | --- | | Revenue | 13.5 | | Cost of Goods Sold (GAAP) | 17.9 | | Less: Depreciation Expense | (3.0) | | Less: Stock-Based Compensation | (0.9) | | Cash Cost of Goods Sold (Non-GAAP) | 14.0 | | Adjusted Gross Margin | (0.5) | Management uses certain non-GAAP metrics to evaluate our operating and financial results. We believe the presentation of non-GAAP results is useful to investors for analysing business trends as well as to view the results from management’s perspective. Non-GAAP cost of goods sold excludes certain non-cash charges including depreciation expense and stock-based compensation. Non-GAAP results have limitations as an analytical tool, and you should not consider them in isolation or as a substitute for our results reported under GAAP. 24 **Components of Statements of Operations** The following table sets forth the Company’s operating results for the periods indicated: | Line item | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | $ Change | % Change | Nine Months Ended March 31, 2026 | Nine Months Ended March 31, 2025 | $ Change | % Change | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Revenue | $7,811,229 | $979,977 | $6,831,252 | 697% | $13,508,649 | $1,514,377 | $11,994,272 | 792% | | Cost of goods sold | 7,073,480 | 3,669,937 | 3,403,543 | 93 | 17,886,919 | 9,518,321 | 8,368,598 | 88 | | Gross profit (loss) | 737,749 | (2,689,960) | 3,427,709 | (127) | (4,378,270) | (8,003,944) | 3,625,674 | (45) | | Operating expense | | | | | | | | | | General and administrative | 29,841,644 | 3,665,608 | 26,176,036 | 714 | 37,379,145 | 16,348,471 | 21,030,674 | 129 | | Research and development | 4,644,759 | 3,252,929 | 1,391,830 | 43 | 11,160,033 | 8,204,929 | 2,955,104 | 36 | | Exploration | 657,021 | 1,036,584 | (379,563) | (37) | 1,496,072 | 1,691,659 | (195,587) | (12) | | Total operating expenses | 35,143,424 | 7,955,121 | 27,188,303 | 342 | 50,035,250 | 26,245,059 | 23,790,191 | 91 | | Other income (expense) | 569,478 | (850,866) | 1,420,344 | (167) | 996,785 | (2,342,019) | 3,338,804 | (143) | | Net loss | (33,836,197) | (11,495,947) | (22,340,250) | 194 | (53,416,735) | (36,591,022) | (16,825,713) | 46 | **Results of Operations for the Three Months Ended March 31, 2026 and 2025** *Revenue* During the three months ended March 31, 2026 and 2025, our revenue was $7.8 million and $1.0 million, respectively, which related to the sale of our products and byproducts resulting from recycling operations. The increase in revenue was primarily driven by an increase in processed feedstock, which enabled higher production throughput, as well as higher market prices for black mass and mixed metals byproducts during the current-year period. *Cost of Goods Sold* Cost of goods sold during the three months ended March 31, 2026 and 2025 were $7.1 million and $3.7 million, respectively. The increase in the current year was primarily driven by an increase of $0.5 million in higher headcount, as we hired to support expanded production capacity, an increase in facility absorption costs of $2.0 million as production volume increased, and an increase in feedstock costs of $0.9 million. *Operating Expenses* The Company incurred negative cash flows from operating activities of $2.7 million for the three months ended March 31, 2026 and $10.3 million for three months ended March 31, 2025. 25 During the three months ended March 31, 2026, the Company incurred $35.1 million of operating expenses compared to $8.0 million of operating expenses during the three months ended March 31, 2025. The increase is primarily due to the items described below: General and administrative expenses consist of stock-based compensation, office expenses, legal, accounting, recruiting, business development, public relations, and general facility expenses. For the three months ended March 31, 2026, general and administrative expenses were $29.8 million, an increase of $26.2 million from the same period in the prior year. A majority of the increase is related to approximately $24.5 million of stock compensation expense associated with the fiscal year 2026 executive performance-based awards recognized in the current quarter upon finalization and approval of the performance milestones by the Board of Directors in January 2026. The expense recognized in the period was further impacted by the vesting of awards effective as of July 1, 2024, as well as a higher grant-date stock price for fiscal year 2026 awards compared to the prior year. Research and development expenses consist primarily of personnel, laboratory leases, and supplies. Research and development expenses for the three months ended March 31, 2026 and 2025, were $4.6 million and $3.3 million, respectively. The increase is primarily related to an increase in stock compensation expense and payroll for $1.4 million as the Company hired additional engineers and technical program managers to support the operations of the Plant and the progression of the TFLP through the feasibility studies and National Environmental Policy Act (“NEPA”) review processes. Exploration costs consist primarily of drilling, assay, claim fees, personnel, stock-based compensation, office and warehouse, travel, and other costs related to exploration of claims in central Nevada. Exploration expenses totaled $0.7 million for the three months ended March 31, 2026 and $1.0 million for the three months ended March 31, 2025 respectively. *Other Income (Expense)* Other income was $0.6 million in the three months ended March 31, 2026, versus other expense of $0.9 million during the same period in the prior year. The change for the three months ended March 31, 2026 primarily resulted from a $0.9 million decrease in the amortization and accretion of financing costs, an increase in interest income of $0.3 million due to investment of cash in money market funds, and an increase in other income of $0.2 million. **Results of Operations for the Nine Months Ended March 31, 2026 and 2025** *Revenue* During the nine months ended March 31, 2026 and 2025, our revenue was $13.5 million and $1.5 million, respectively, which related to the sale of our products and byproducts resulting from recycling operations. The increase in revenue was primarily driven by an increase in processed feedstock, which enabled higher production throughput, as well as higher market prices for black mass and mixed metals byproducts during the current-year period. *Cost of Goods Sold* Cost of goods sold during the nine months ended March 31, 2026 and 2025 were $17.9 million and $9.5 million, respectively. The increase in cost of sales was primarily driven by an increase of $3.7 million in higher headcount, as we hired to support expanded production capacity, an increase in facility absorption costs of $2.6 million as production volume increased, and an increase in feedstock costs of $2.2 million. Management uses certain non-GAAP metrics to evaluate our operating and financial results. We believe the presentation of non-GAAP results is useful to investors for analysing business trends as well as to view the results from management’s perspective. Non-GAAP cost of goods sold excludes certain non-cash charges including depreciation expense and stock-based compensation. Non-GAAP results have limitations as an analytical tool, and you should not consider them in isolation or as a substitute for our results reported under GAAP. *Operating Expenses* The Company incurred negative cash flows from operating activities of $19.6 million for the nine months ended March 31, 2026 and $23.1 million for nine months ended March 31, 2025. 26 During the nine months ended March 31, 2026, the Company incurred $50.0 million of total operating expenses compared to $26.2 million of total operating expenses during the nine months ended March 31, 2025. The increase is primarily due to the items described below: General and administrative expenses consist of stock-based compensation, office expenses, legal, accounting, recruiting, business development, public relations, and general facility expenses. For the nine months ended March 31, 2026, general and administrative expenses were $37.4 million, an increase of $21.0 million compared to the same period in the prior year, primarily driven by stock-based compensation expense of $24.5 million associated with the fiscal year 2026 executive performance-based awards recognized in the current quarter upon finalization and approval of the performance milestones by the Board of Directors in January 2026. The expense recognized in the period was further impacted by the vesting of awards effective as of July 1, 2024, as well as a higher grant-date stock price for fiscal year 2026 awards compared to the prior year Research and development expenses consist primarily of personnel, laboratory leases, and supplies. Research and development expenses for the nine months ended March 31, 2026 and 2025, were $11.2 million and $8.2 million, respectively. The increase was primarily driven by higher payroll costs of $0.8 million related to expansion of engineering and technical teams to support production ramp-up, increased stock-based compensation of $1.7 million from new hires and fiscal year 2026 performance awards, and increased depreciation expense of $0.5 million. Exploration costs consist primarily of drilling, assay, claim fees, personnel, stock-based compensation, office and warehouse, travel, and other costs related to exploration of claims in central Nevada. Exploration expenses remained somewhat consistent year-over-year totaling $1.5 million for the nine months ended March 31, 2026, compared to $1.7 million during the same period in the prior year. *Other Income (Expense)* Other income was $1.0 million in the nine months ended March 31, 2026, versus other expense of $2.3 million during the same period in the prior year. The change for the nine months ended March 31, 2026 primarily resulted from a change in fair value of the derivative liability of $0.7 million (see Note 13 of the condensed consolidated financial statements for further detail), $0.7 loss on debt extinguishment, $0.6 million loss on private placement, $0.9 million for change in fair value of liability classified instruments, an increase in interest income due to investment of cash in money market funds of $0.7 million, an increase in other income of $0.5 million, and a decrease in the amortization and accretion of financing costs of $2.5 million. **Liquidity and Capital Resources** At March 31, 2026, the Company had available cash of $37.7 million and total assets of $119.4 million compared to available cash of $7.5 million and total assets of $84.5 million at June 30, 2025. The increase of cash is due to the raising of capital through the exercising of warrant agreements, utilization of the ATM sales agreement with Virtu Americas, LLC, and revenue from sales of its products. The Company had total current liabilities of $6.6 million at March 31, 2026, compared to $13.7 million at June 30, 2025. The decrease related to conversion of the debt as discussed in Note 11 and timing of payments for accounts payable and accrued expenses. As of March 31, 2026, the Company had working capital of $46.0 million compared to $10.9 million at June 30, 2025. 27 ***Cash Flows*** For the nine months ended March 31: | Line item | March 31, 2026 | March 31, 2025 | | --- | --- | --- | | Cash Flows used in Operating Activities | $(19,616,904) | $(23,099,351) | | Cash Flows used in Investing Activities | (9,726,151) | (2,000,713) | | Cash Flows provided by Financing Activities | 55,353,778 | 25,947,535 | | Net Increase in Cash and Restricted Cash During the Period | 26,010,723 | 847,471 | *Cash from Operating Activities* During the nine months ended March 31, 2026, the Company used $19.6 million of cash for operating activities, compared to $23.1 million during the nine months ended March 31, 2025. In both periods, the cash used supported an increased scale of operations including increased employee headcount and personnel costs, increased production, and increased administrative costs. *Cash from Investing Activities* During the nine months ended March 31, 2026, the Company used cash in investing activities of $9.7 million. The Company used $8.4 million for acquisition of property and equipment for its recycling facilities while $1.3 million was used for capitalization of costs related to proven and probable reserves. This is in comparison to cash used in investing activities of $2.0 million for the nine months ended March 31, 2025 for acquisition of property and equipment. *Cash from Financing Activities* During the nine months ended March 31, 2026, the Company had cash provided by financing activities of $55.4 million, compared to $25.9 million provided during the nine months ended March 31, 2025. The Company has relied on equity and debt financing to support its increased operating activities, the ramp up of the recycling plant, development of the lithium claystone pilot plant, and upgrades to the geological classification of its Tonopah Flats claims through additional studies and assessments. The Company received proceeds of $55.4 million from equity financings and warrant conversions during the nine months ended March 31, 2026, compared to $33.4 million in the prior year period. In the nine months ended March 31, 2025, equity financing proceeds were offset by the repayment of $7.5 million of notes payable. In the current period, the carrying value of notes payable totaling $8.0 million was fully extinguished through conversion to equity, and no amounts remain outstanding. ***Working Capital*** | Line item | March 31, 2026 | June 30, 2025 | | --- | --- | --- | | Current Assets | $53,415,858 | $29,532,110 | | Restricted Cash | (800,000) | (5,000,000) | | Current Liabilities | 6,580,188 | 13,668,605 | | Working Capital | 46,035,670 | 10,863,505 | ***Future Financing*** The Company will continue to rely on sales of our common shares, debt, or other financing to fund our business operations as needed beyond any revenue generated from internal operations and the government tax credits and grants we have been awarded. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the securities or arrange for debt or other financing to fund planned operating activities, acquisitions, and exploration activities. **Critical Accounting Estimates** Our condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. We evaluate our estimates and assumptions on an ongoing basis using historical experience and other factors and adjust those estimates and assumptions when facts and circumstances dictate. Actual results could differ materially from those estimates and assumptions. 28 While some of our significant accounting policies are more fully described in Note 3, “Summary of Significant Accounting Policies,” in the notes to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q, all our critical accounting policies and significant estimates are detailed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025. **Off-Balance Sheet Arrangements** As of March 31, 2026, we had no off-balance sheet arrangements. ## 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 of 1934, as amended (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 (15 U.S.C. 78a et seq.) 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. The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of March 31, 2026, the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2026, the Company’s disclosure controls and procedures are not effective, based on the material weaknesses described below. **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). Management, with the participation of the principal executive officer and principal financial officer, under the oversight of our Board of Directors, assessed the effectiveness of our internal control over financial reporting as of March 31, 2026, 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, management concluded that, as of March 31, 2026, our internal control over financial reporting was not effective, due to the material weaknesses in internal control over financial reporting, described below. 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. 29 A material weakness is a deficiency, or combination of deficiencies, in internal control 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. **Material Weakness in Internal Control over Financial Reporting** The Company did not maintain a sufficient complement of personnel with the appropriate level of technical accounting expertise to effectively identify, evaluate, and design controls related to complex transactions. Additionally, the Company did not maintain adequate segregation of duties within its financial reporting processes, resulting in incompatible responsibilities and insufficient independent review controls. As a consequence, internal control deficiencies related to the design and operation of process-level controls were determined to be pervasive throughout the Company’s financial reporting processes. These material weaknesses create a reasonable possibility that a material misstatement of account balances or disclosures in the consolidated financial statements may not be prevented or detected in a timely manner. Therefore, we concluded that the deficiencies represent material weaknesses in the Company’s internal control over financial reporting and our internal control over financial reporting was not effective as of March 31, 2026. **Remediation Plan** **Remediation Efforts for Identified Material Weaknesses** We have implemented, and are continuing to design and implement, measures to remediate the control deficiency that resulted in the material weaknesses identified in our internal control over financial reporting. **Remediation Measures in Progress:** - We are designing and implementing controls related to our internal control risk assessment process, including the identification and response to relevant risks. - We are designing and implementing general information technology (IT) controls, including logical access and program change controls, and are in the process of hiring qualified IT personnel. - We are designing and implementing controls over the evaluation and oversight of relevant service organizations. - We have engaged a third-party consultant that is assisting management in the evaluation, design and implementation of internal controls over financial reporting. - We will hire additional personnel with appropriate level of technical accounting expertise to effectively identify, evaluate and design controls related to complex transactions. - On January 25, 2026, the Board of Directors of the Company appointed Alejandro Flores Arteaga to serve as Chief Financial Officer of the Company, effective February 9, 2026. Jesse Deutsch, the Interim Chief Financial Officer, retired from the Company effective February 9, 2026. We will consider the material weaknesses remediated when the relevant controls have been fully implemented, have operated for a sufficient period of time, and when management has concluded, through testing, that these controls are operating effectively. We expect to remediate the material weaknesses by the end of fiscal year 2027. As we continue to monitor and evaluate the effectiveness of our internal control over financial reporting, we may implement additional changes or enhancements as deemed necessary. **Changes in Internal Control over Financial Reporting** Except with respect to the changes in connection with the implementation of the initiatives to remediate the material weaknesses noted above, there were no changes in the Company’s internal control over financial reporting that occurred during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. **PART II – OTHER INFORMATION** ## Item 1. Legal Proceedings We may be involved in certain routine legal proceedings from time to time before various courts and governmental agencies. We regularly review legal proceedings and record provisions for claims considered probable of loss and when such loss is reasonably estimable. The resolution of these pending routine proceedings is not expected to have a material effect on our operations or consolidated financial statements; however, we cannot predict the final disposition of such proceedings. 30 ## Item 1A. Risk Factors Our business is subject to various risks, including those described in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended June 30, 2025. There have been no changes to the risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, under “Item 1A - Risk Factors”. ## Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.** None. ## Item 3. Defaults Upon Senior Securities. None. ## Item 4. Mine Safety Disclosures. Our Company is engaged in exploration activities that currently do not require a Mine Safety and Health Administration ID. We employ Best Management Practices in regard to our employee and contractor’s safety. ## Item 5. Other Information. None. 31 ## Item 6. Exhibits The following exhibits are either provided with this Quarterly Report or are incorporated herein by reference: | Exhibit | Description | Filed Herein | Incorporated Date | By Form | Reference Exhibit | | --- | --- | --- | --- | --- | --- | | 3.1 | Articles of Incorporation, as amended | | September 12, 2022 | 10-K | 3.1 | | 3.2 | Certificate of Change to Articles of Incorporation | | September 11, 2023 | 8-K | 3.1 | | 3.3 | Certificate of Amendment to Articles of Incorporation | | November 14, 2024 | 8-K | 3.1 | | 3.4 | Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock | | October 8, 2019 | 8-K | 3.1 | | 3.5 | Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock | | February 19, 2020 | 8-K | 3.1 | | 3.6 | Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred Stock | | November 5, 2020 | 8-K | 3.1 | | 3.7 | Certificate of Designation of Preferences, Rights and Limitations of Series D Preferred Stock | | September 20, 2024 | 8-K | 3.1 | | 3.8 | Amended and Restated Bylaws of American Battery Technology Company, dated October 14, 2025 | | October 15, 2025 | 8-K | 3.1 | | 10.1 | Offer Letter, by and between American Battery Technology Company and Alejandro Flores Arteaga, executed January 25, 2026 | | January 29, 2026 | 8-K | 10.1 | | 10.2 | Consulting Agreement, by and between American Battery Technology Company and Scott Jolcover, executed January 26, 2026 | | January 29, 2026 | 8-K | 10.2 | | 10.3 | Deutsch General Release Agreement, dated January 29, 2026 | | January 29, 2026 | 8-K | 10.3 | | 10.4 | Amendment to that Certain Offer Letter, dated October 9, 2024, by and between American Battery Technology Company and Ryan Melsert, executed January 27, 2026 | | January 29, 2026 | 8-K | 10.4 | | 10.5 | Amendment to that Certain Offer Letter, dated October 9, 2024, by and between American Battery Technology Company and Steven Wu, executed January 27, 2026 | | January 29, 2026 | 8-K | 10.5 | | 31.1 | Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer | x | | | | | 31.2 | Rule 13a-14(a)/ 15d-14(a) Certification of Chief Financial Officer | x | | | | | 32.1 | Section 1350 Certification of Chief Executive Officer* | | | | | | 32.2 | Section 1350 Certification of Chief Financial Officer* | | | | | | 101 | INS Inline XBRL Instant Document. | x | | | | | 101 | SCH Inline XBRL Taxonomy Extension Schema Document | x | | | | | 101 | CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document | x | | | | | 101 | LAB Inline XRBL Taxonomy Label Linkbase Document | x | | | | | 101 | PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document | x | | | | | 101 | DEF Inline XBRL Taxonomy Extension Definition Linkbase Document | x | | | | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | x | | | | *Furnished herewith. ** 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. 32 **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 11, 2026 By: */s/ Ryan Melsert* Ryan Melsert Chief Executive Officer (Principal Executive Officer) Date: May 11, 2026 By: */s/ Alejandro Flores Arteaga* Alejandro Flores Arteaga Chief Financial Officer (Principal Accounting Officer) 33