American Battery Technology Company (ABAT) 2023年10-K年度報告「NASDAQ」.pdf

《American Battery Technology Company (ABAT) 2023年10-K年度報告「NASDAQ」.pdf》由會員分享，可在線閱讀，更多相關《American Battery Technology Company (ABAT) 2023年10-K年度報告「NASDAQ」.pdf（80頁珍藏版）》請在三個皮匠報告上搜索。

1、 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30,2023 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE EXCHANGE ACT OF 1934 Commission File numbe

2、r:000-55088 AMERICAN BATTERY TECHNOLOGY COMPANY(Exact name of registrant as specified in its charter)Nevada 33-1227980(State or other jurisdictionof incorporation or organization)(I.R.S.EmployerIdentification No.)100 Washington Street,Suite 100,Reno,NV 89503(Address of principal executive offices,in

3、cluding zip code)(775)473-4744(Registrants telephone number,including area code)(Former name,former address and former fiscal year,if changed since last report)Securities registered pursuant to Section 12(b)of the Act:None Title of each class Trading Symbol(s)Name of each exchange on which registere

4、d Securities registered pursuant to Section 12(g)of the Act:Common Stock,par value$0.001 Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No Indicate by check mark if the registrant is not required to file reports pursuant to S

5、ection 13 or Section 15(d)of the Act.Yes No Indicate by check mark whether the registrant(1)filed all reports required to be filed by Section 13 or 15(d)of the SecuritiesExchange Act of 1934 during the past 12 months(or for such shorter period that the registrant was required to file such reports),a

6、nd(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 submittedpursuant to Rule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(o

7、r for such shorter period that theregistrant 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 smallerreporting company,or an emerging growth company.See the definitions of“large acceler

8、ated filer,”“accelerated filer,”“smallerreporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.2025/2/12 02:59sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htmhttps:/www.sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htm1/80 Large accelera

9、ted filerAccelerated filer Non-accelerated filerSmaller 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 forcomplying with any new or revised financial accounting standards provided

10、pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of theeffectiveness of its internal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act by the registered publicac

11、counting firm that prepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.Indicat

12、e by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark whether the registrant is

13、 a shell company(as defined in Rule 12b-2 of the Exchange Act)Yes No State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to theprice at which the common equity was last sold,or the average bid and asked price of such common equity,

14、as of the last businessday of the registrants most recently completed second fiscal quarter:$264.4 million aggregate market value as of December 31,2022,based on 43,341,063 shares of common stock outstanding valued at$6.10 per share.Indicate the number of shares outstanding of each of the registrant

15、s classes of common stock,as of the latest practicable date:46,254,354 shares of common stock as of September 26,2023.2025/2/12 02:59sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htmhttps:/www.sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htm2/80 CAUTIONARY NOTE R

16、EGARDING FORWARD-LOOKING STATEMENTS This annual report on Form 10-K(this“Report”)contains forward-looking statements within the meaning of Section 27A of theSecurities Act of 1933,as amended(“Securities Act”),and Section 21E of the Securities Exchange Act of 1934,as amended(“Exchange Act”).All state

17、ments included in this Report,other than statements of historical facts,that address activities,conditions,events,or developments with respect to our financial condition,results of operations,business prospects or economic performancethat we expect,believe,or anticipate will or may occur in the futu

18、re,or that address plans and objectives of management for futureoperations,are forward-looking statements.The forward-looking statements are contained principally in the“Business”and“Managements Discussion and Analysis of Financial Condition and Results of Operations”sections of this Report.These st

19、atementsinvolve known and unknown risks,uncertainties and other factors that may cause our actual results,performance or achievements tobe materially different from any future results,performances or achievements expressed or implied by the forward-lookingstatements.In some cases,you can identify fo

20、rward-looking statements by terms such as“anticipates”,“believes”,“seeks”,“could”,“estimates”,“expects”,“intends”,“may”,“plans”,“potential”,“predicts”,“projects”,“should”,“would”and similar expressionsintended to identify forward-looking statements.Forward-looking statements appear throughout this r

21、eport,and include statements about such matters as:anticipated operatingresults;relationships with our customers;consumer demand;financial resources and condition;changes in revenues;changes inprofitability;changes in accounting treatment;cost of sales;selling,general and administrative expenses;int

22、erest expense;the abilityto produce the liquidity or enter into agreements to acquire the capital necessary to continue our operations and take advantage ofopportunities;legal proceedings and claims.Forward-looking statements reflect our current views with respect to future events and are based on a

23、ssumptions and analyses madeby us in light of our experience and our perception of historical trends,current conditions,expected future developments,and otherfactors that we believe are appropriate under the circumstances.We caution you that forward-looking statements are not guaranteesof future per

24、formance and these statements are subject to known and unknown risks and uncertainties,which may cause our actualresults or performance to be materially different from any future results or performance expressed or implied by the forward-lookingstatements.Factors that may cause our financial conditi

25、on,results of operations,business prospects or economic performance todiffer from expectations include the factors discussed in Part I,Item 1A,Risk Factors below and elsewhere in this Report.Also,forward-looking statements represent our estimates and assumptions only as of the date of this Report.Yo

26、u should read thisReport and the documents that we reference and file as exhibits to this Report completely and with the understanding that our actualfuture results may be materially different from what we expect.The forward-looking statements in this report speak only as of thefiling of this Report

27、.Except as required by applicable securities laws,we assume no obligation to update any prior forward-lookingstatements.PRESENTATION OF INFORMATION Except as otherwise indicated by the context,references in this Report to“we”,“us”,“our”and the“Company”are to the combinedbusiness of American Battery

28、Technology Company and its consolidated subsidiaries.This Report includes our audited consolidated financial statements as of and for the fiscal years ended June 30,2023 and June 30,2022.These financial statements have been prepared in accordance with generally accepted accounting principles in the

29、UnitedStates(“US GAAP”).All financial information in this Report is presented in US dollars,unless otherwise indicated,and should beread in conjunction with our audited consolidated financial statements and the notes thereto included in this Report.2 2025/2/12 02:59sec.gov/Archives/edgar/data/157687

30、3/000149315223034467/form10-k.htmhttps:/www.sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htm3/80 TABLE OF CONTENTS PART I Item 1.Business4Item 1A.Risk Factors10Item 1B.Unresolved Staff Comments17Item 2.Properties17Item 3.Legal Proceedings20Item 4Mine Safety Disclosures20 PART II I

31、tem 5.Market for Registrants Common Equity and Related Stockholder Matters and Issuer Purchases of EquitySecurities21Item 6.Reserved.22Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations22Item 7A.Quantitative and Qualitative Disclosures about Market Risk26Item

32、 8.Financial Statements and Supplementary Data27Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure28Item 9AControls and Procedures28Item 9B.Other Information28Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections28 PART III Item 10.Direc

33、tors,Executive Officers and Corporate Governance29Item 11.Executive Compensation35Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters37Item 13.Certain Relationships and Related Transactions,and Director Independence37Item 14.Principal Accounting Fee

34、s and Services37 PART IV Item 15.Exhibits and Financial Statement Schedules38Item 16.Form 10-K Summary38 Signatures39 3 2025/2/12 02:59sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htmhttps:/www.sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htm4/80 PART I Item 1.B

35、usiness Introduction American Battery Technology Company(“the Company”,or“we”)is a technology development and commercialization company inthe battery materials sector of the lithium-ion battery industry.The Company is working to increase the domestic US production ofcritical battery metals.To do so,

36、we are engaged in(i)the exploration of new primary resources of battery metals,(ii)thedevelopment and commercialization of new technologies for the extraction and refining of these battery metals from primaryresources,and(iii)the commercialization of an internally developed integrated process for th

37、e recycling of lithium-ion batteries forthe recovery of battery materials.Through this three-pronged approach we are working to both increase the domestic production ofthese battery materials through the acquisition and exploration of mining claims and to ensure that these constituent elemental meta

38、lsare returned to the domestic manufacturing supply chain in a closed-loop fashion.In addition,we are committed to operating ourbusiness in a safe and environmentally responsible manner by working with our employees,customers,vendors,and localcommunities to minimize our environmental impact and comp

39、ly with local,state and federal environmental laws and regulations.The Companys corporate headquarters are in Reno,Nevada,and its mineral exploration office is located in Tonopah,Nevada.TheCompany is commissioning its novel recycling plant for recycling lithium-ion batteries in McCarran,Nevada.Compa

40、ny History The Company was incorporated as Oroplata Resources,Inc.under the laws of the State of Nevada on October 6,2011,for thepurpose of acquiring rights to mineral properties with the eventual objective of being a producing mineral company.On August 8,2016,the Company formed Lithortech Resources

41、 Inc.as a wholly owned subsidiary of the Company to serve as its operatingsubsidiary for lithium resource exploration and mine development.On June 29,2018,the Company changed the name of LithortechResources to LithiumOre Corp.(“LithiumOre”).On May 3,2019,the Company changed its name to American Batt

42、ery MetalsCorporation.On August 12,2021,the Company further changed its name to American Battery Technology Company,which betteraligns with the Companys current business activities and future objectives.The Company has a limited operating history and has notyet generated or realized revenues from it

43、s primary business activities.Industry Overview Lithium-ion batteries have become the rechargeable battery of choice in cell phones,computers,electric vehicles,and large scaleelectric stationary storage systems.Global production capacity of lithium-ion batteries was approximately 1,570 gigawatt hour

44、s peryear(“GWh/yr”)at the end of 2022 and is forecasted to grow to approximately 6,700 GWh/yr by 2031,primarily driven by demandfor electric vehicles.There are significant regulatory and social tailwinds driving demand growth for electric vehicles and large-format energy storage systems.This,in turn

45、,is driving significant demand for battery materials such as lithium,cobalt,nickel,andmanganese.Lithium-ion batteries are designed in a variety of form-factors and chemistries.Current cell-level form-factors utilized are primarilycylindrical,prismatic,and pouch geometries.The most common battery cat

46、hode chemistries that have emerged are lithiated nickelcobalt aluminum oxide(“NCA”),lithiated nickel manganese cobalt oxide(“NMC”),lithiated cobalt oxide(“LCO”),and lithiatediron phosphate(“LFP”).The most common battery anode chemistries consist of graphite,silicon,and lithium metal.Thesechemistries

47、 are expected to evolve based on the development of new technologies and the availability,cost,and life-cycleenvironmental footprint of required minerals.The current manufacturing supply chain for lithium-ion batteries is segmented and is organized into sub-industries that operate in aclosed-loop fa

48、shion:battery material providers,chemical refiners,cell manufacturers,and end-use product(electric vehicle,stationary storage,consumer electronics,etc.)manufacturers.4 2025/2/12 02:59sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htmhttps:/www.sec.gov/Archives/edgar/data/1576873/000

49、149315223034467/form10-k.htm5/80 Battery material providers can be classified into two categories:primary producers who explore for and extract virgin resources,andsecondary producers who extract minerals from scrap and end-of-life products for re-sale into the lithium-ion battery supply chain.The C

50、ompany intends to operate in both categories of the battery material supply segment,which is discussed in greater detail below.Chemical refiners source battery-grade materials from suppliers to manufacture into cell components,including cathodes,anodes,electrolytes,and separators.Currently the vast

51、majority of global refining capacity is located outside the USA,primarily in Asia.Cell manufacturers source cell components and assemble those components into modules and packs,which are then sold to OriginalEquipment Manufacturers(“OEM”or“OEMs”).Cell manufacturing is also currently concentrated in

52、Asia,with China accountingfor over 75%of global cell manufacturing capacity.The OEM segment is the final step to manufacturing any end-use product containing lithium-ion batteries.OEM manufacturingcapacity for electric vehicles,stationary storage,and consumer electronics is distributed globally and

53、is expected to increase morethan an order of magnitude over the next several years.Each segment of the lithium-ion battery supply chain has seen disparate quantities of investment,with those variations furtherpronounced with specific geographies.Investment in battery material suppliers,both primary

54、and secondary,and chemical refiningcapacity,has been far outpaced by investments in cell manufacturing and end-use OEMs,with anticipated battery production capacityforecasted to be roughly ten times the forecasted capacity for precursor metal refining.This disconnect in available feedstock andrefini

55、ng capacity has caused significant imbalances in the global supply chain,with those imbalances even more pronounced withinthe US and apparent by the volatility in price of these underlying materials.Further,while there is significant cell manufacturing andOEM manufacturing capacity in the USA,less t

56、han 1%of global battery materials needed to supply these facilities are sourced in theUS,resulting in a severe domestic capacity imbalance and risk to the domestic economy.This risk in the security and cost of supplyhas resulted in numerous issues for industries reliant on lithium-ion batteries and

57、has the potential to dramatically slow the adoptionof electric vehicles,renewable energy storage and other uses for lithium-ion battery metals.Overview of Battery Materials Supply Supply of battery materials is currently dominated by primary production.Development of new sources of primary supply ar

58、etypically subject to long development times and high capital costs,putting further constraints on the supply of these materials.Inaddition,the majority of primary production is concentrated in high geopolitical risk locations.Each of the primary mineralsdiscussed are traded on a number of global co

59、mmodity exchanges and market pricing for each is readily available.Additional detailson the primary development of the main critical materials are discussed below:Lithium:Primary lithium is traditionally extracted from lithium brines or from hard rock deposits,and with recent innovations to alsomanu

60、facture primary lithium from lithium-bearing claystone resources.Lithium brine deposits are accumulations of salinegroundwater that are enriched in dissolved lithium.These deposits can be found in salt flats(such as those in South America),geothermal deposits(such as the Salton Sea in California),an

61、d oil fields.Extraction of lithium from brines typically involves large-scale evaporation techniques,thus consuming large amounts of water and energy.Hard rock sources of lithium are typically found inspodumene pegmatite deposits(such as those in Western Australia)and are mined using conventional mi

62、ning and processingtechniques.Extraction of lithium from claystone resources is a relatively new technique with various extraction technologiescurrently under development.Nickel:Primary nickel is mined from both surface and underground operations.Traditional processing techniques for nickel involvec

63、rushing,leaching,and floatation techniques.The primary competing source of demand for nickel is the steel industry,for both asteel alloy and in plating of stainless steel.Supply is currently dominated by production from Indonesia,Philippines,and Russia.5 2025/2/12 02:59sec.gov/Archives/edgar/data/15

64、76873/000149315223034467/form10-k.htmhttps:/www.sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htm6/80 Cobalt:Cobalt is typically mined from open pit and underground operations using traditional mining and processing techniques.Themajority of cobalt production is a by-product of cop

65、per or nickel production.The competing source of demand for cobalt is steelproduction where cobalt is utilized as a high-strength steel alloy.Concentration of supply from the Democratic Republic of Congohas given rise to significant environmental,social,and governance(“ESG”)concerns over the supply

66、of primary cobalt resources.Manganese:Manganese is typically mined from open pit surface mines using traditional mining and processing techniques.As withthe previously mentioned minerals,the primary competing source of demand is steel production,where manganese is used as analloy and to deoxidize st

67、eel.South Africa is the worlds largest producer of manganese,followed by Australia and China.Secondary supply of feedstock,or recycling,is a relatively new market segment that has seen limited investment compared to theother segments of the battery supply chain.Current recycling techniques can be cl

68、assified into two categories:High temperaturethermal processes(pyrometallurgy)and mechanical crushing/simple hydrometallurgy processes.Both techniques process thefeedstock batteries into an intermediate compound,a metal matte or black mass,which is then further processed through a refiningprocess to

69、 extract the constituent metals.Both processes mainly focus on the recovery of nickel and cobalt.The majority of theseoperations are located in China and South Korea.High temperature thermal processes account for the majority of current recycling operations.Batteries are placed into high-temperature

70、 furnaces and melted.A number of the key battery materials are lost in the high temperature processing and smeltingphase,including lithium,graphite,and aluminum.The remaining metal matte is then processed through a hydrometallurgical refiningprocess.The high temperature processing can present challe

71、nges to refining the metal matte from this process into products that meetthe high purity specifications required for battery cathode manufacturing.Further,the process is energy intensive and causessubstantial air and water pollution.The mechanical crushing/simple hydrometallurgy approach involves p

72、lacing batteries into large shredding/grinding machines.Theresulting shredded material is then processed to produce a black mass.This resulting back mass is then processed through a bulkhydrometallurgical process designed to remove impurities and extract the high-value minerals.The high level of imp

73、urities in theblack mass resulting from the shredding/grinding process makes the recovery of battery grade materials challenging.Additionally,thesolvents used in the extraction process have adverse environmental impacts and significantly increase the costs associated with therecycling process.The bl

74、ack mass resulting from the recycling process has become a readily tradable commodity.However,the quality and value of theblack mass is highly variable based on the chemistry of the battery that is being processed and the amount of remaining impurities inthe material.Metal refiners are developing pr

75、ocesses to extract battery-grade materials from the various forms of black mass.Themarket,and thus pricing,for black mass is still developing.The overall market and pricing for battery feedstock materials will be driven by the supply/demand balance of each commodity.Chemical refiners require specifi

76、c purity and quality standards for the inputs for their manufacturing processes.Competition will bebased on the ability of producers,both primary and secondary,to deliver reliable quantities of materials that meet the specificationsrequired in the battery manufacturing process,while maintaining cash

77、 costs that are below the marginal cost of supply.Our Business Lithium-Ion Battery Recycling The Company has developed a universal lithium-ion battery recycling system that is capable of recycling batteries with both a widerange of form factors(packs,modules,cylindrical cells,prismatic cells,pouch c

78、ells,defect and intermediate waste cells,metalscraps,slurries,and powders)and of a wide range of cathode chemistries(lithiated cobalt oxide,lithiated nickel-cobalt-aluminumoxide,lithiated nickel-cobalt-manganese oxide,lithiated nickel-cobalt-manganese-aluminum oxide,lithiated nickel-oxide,andlithiat

79、ed manganese-oxide)of various relative weighting of transition metals.6 2025/2/12 02:59sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htmhttps:/www.sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htm7/80 The Companys recycling system is a two-phase process:an automat

80、ed de-manufacturing process followed by a targeted chemicalextraction train to separate the individual high-value metals.The Company intends to commission each phase in sequence.Phase 1,the automated de-manufacturing process,separates the components of battery feedstock material into its constituent

81、 components,including scrap metals and cathode and anode powders in the form of black mass filter cake.Scrap metals are then sold as byproductsunder various offtake agreements or into the open scrap market.The black mass filter cake produced in this phase will also be soldunder offtake contracts or

82、into the open market.Upon commissioning of Phase 2,the black mass produced in Phase 1 will be fed intoa proprietary chemical extraction train to extract lithium,nickel,cobalt,and manganese elemental metals and upgrade them to thebattery cathode grade specifications demanded by high energy density ca

83、thode manufacturers.The commissioning of Phase 1 isexpected to occur in the fourth quarter of calendar year 2023 and the commissioning of Phase 2 is expected to occur in calendar year2024.The Company has acquired and leveraged the experience of several members of its leadership and implementation te

84、ams whoworked on the design,construction,commissioning,and optimization of one of the largest lithium-ion battery manufacturing gigafactories in the world.This significant pool of experience has enabled the team to leverage their knowledge of the failure mechanismsthat can cause battery components,c

85、ells,and modules to fail leading to the development an automated deconstruction processcombined with a targeted hydrometallurgical,non-smelting process that deconstructs battery packs to modules,modules to cells,cellsto subcell components,and then sorting and separating those subcell components in a

86、 strategic fashion.Because of our uniquelypioneered recycling process,we are able to realize greater net benefits than current conventional methods.These benefits include:Decreased air and liquid pollutant emissions through strategic design,and with no high-temperature operations,Separation of low v

87、alue materials early in the processing train allows for high recovery and purity of high valueproducts,Metal products manufactured to meet battery cathode specifications are able to re-enter supply chain in closed-loopfashion,Throughput of recycling facilities equal to that of manufacturing faciliti

88、es,on a per region basis,Low capital costs,through avoidance of high-temperature operations and minimal generation of waste,and Short processing residence times through high-speed strategic disassembly and material handling.Additional details regarding the recycling plant are discussed in Item 2.Pro

89、perties.Industry Collaborations In September 2019,the Company was selected as the sole winner of the battery recycling portion of the Circularity Challenge hostedby BASF,Stanley Black&Decker,and Greentown Labs.BASF is one of the largest high-energy density cathode manufacturingcompanies in the US an

90、d one of the largest global purchasers of lithium-ion battery metal materials.The challenge was developed toencourage new,innovative technologies for the recycling of large-format lithium-ion batteries,with a goal to establish and develop acircular economy in the battery supply chain.Participants we

91、re asked to demonstrate their ability to recycle an end-of-life lithium-ionbattery into battery grade minerals that could then be used for the manufacture of new lithium-ion batteries.As the winner,theCompany received seed funding,access to the Greentown Labs facilities(see Item 2.Properties),and th

92、e exploration of partnershipagreements with the host companies.The Company and BASF continue to explore several avenues of collaboration to accelerate thecommercialization of the Companys lithium-ion battery recycling technology.7 2025/2/12 02:59sec.gov/Archives/edgar/data/1576873/000149315223034467

93、/form10-k.htmhttps:/www.sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htm8/80 In October 2021,the Company,as a co-grantee,received a competitively bid$2 million contract award from the US AdvancedBattery Consortium(“USABC”).USABC is a subsidiary of the United States Council for Aut

94、omotive Research LLC and enabled bya cooperative agreement with the U.S.Department of Energy(DOE).The member companies include General Motors,Ford MotorCompany,and Stellantis NV.USABCs mission is to develop electrochemical energy storage technologies that advancecommercialization of next generation

95、electrified vehicle applications.The objective of the contract award is for the commercial-scaledevelopment and demonstration of an integrated lithium-ion battery recycling system,the production of battery cathode grade metalproducts,the synthesis of high energy density active cathode material from

96、these recycled battery metals by cathode producer andlithium-ion battery recycler BASF,and the fabrication of large format automotive battery cells from these recycled materials and thetesting of these cells against otherwise identical cells made from virgin sourced metals by cell technology develop

97、er C4V.Thedemonstration of the entire closed-loop battery manufacturing supply chain within a single project is meant to foster theestablishment of a domestic low-cost and low-environmental impact battery recycling infrastructure.Competition The Company expects to recover several types of byproducts

98、 as well as battery cathode grade lithium,nickel,cobalt,and manganeseproducts through its recycling process and will compete with two categories of producers of these commodities:competing recyclingprocessers and facilities and primary producers of the battery materials.Competing recycling processes

99、 and facilities are primarily located in the US,Europe,and China and employ various techniques forextraction of the contained battery metals.In general,processers that employ high-temperature thermal processes orshredding/solvent extraction techniques focus on the recovery of nickel and cobalt,with

100、limited ability to recover lithium,manganese,or other metals.The Companys process to extract each of the battery components enables the Company to extractadditional value from the same amount of feedstock to enable low-cost and low-environmental operations.Primary producers of lithium,nickel,cobalt,

101、and manganese are distributed globally.Lithium production is largely located in theAmericas,Australia,and Asia.Approximately two-thirds of cobalt production is sourced from the Democratic Republic of Congo.Nickel production is dominated by Indonesia,China,and Australia.Manganese production is concen

102、trated in South Africa,Australia,and China.The commodities and specialty chemicals that are ultimately used by cathode manufacturers are required to meet stringentspecifications,whether that mineral is sourced from a primary or a secondary resource.Thus,the competition in these markets will bebased

103、on product quality and reliability of supply.Primary Resource Development&Refining The Company has been designing and optimizing our internally developed sustainable lithium extraction process for themanufacturing of battery cathode grade lithium hydroxide from Nevada-based sedimentary claystone pri

104、mary resources.We arecurrently conducting exploratory drilling programs on over 10,000 acres as part of our Tonopah Flats Lithium Exploration Project.(See Item 2.Properties for additional information).The Company is currently conducting geological mapping,sampling,geochemical analysis,and proprietar

105、y extraction trials tocharacterize the resource and to quantify the performance of the lithium extraction and manufacturing operations.In parallel with thecurrent exploration activities,the Company is designing and constructing a multi-ton per day pilot scale facility to processsedimentary resource

106、from the project.This facility is intended to demonstrate the commercial viability of the Companys extractionand refining processes.The Company will continue to analyze the economic competitiveness of the project throughout thedemonstration phases.The Companys in-house developed extraction technolog

107、ies do not require the inefficient evaporation ponds associated withconventional lithium-from-brine mining.Our extraction process utilizes a selective leaching process for the low-cost extraction oflithium from claystone sedimentary resources that allows for significantly lower consumption of acid,l

108、ower levels of contaminants inthe generated leach liquor,and lower overall costs of production.8 2025/2/12 02:59sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htmhttps:/www.sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htm9/80 Industry Collaborations In October 202

109、1,the Company,as the primary grantee,with DuPont Water Solutions as a sub-grantee,was awarded a$4.5 millioncompetitive grant through the US Department of Energys Advanced Manufacturing Office,Critical Materials Innovation program toadvance the research,development,and commercialization of its techno

110、logies for the mining and manufacturing of battery gradelithium hydroxide from its lithium-bearing claystone deposits.The grant provided partial funding for the development of a multi-tonsper day processing facility to implement its lithium refining technology at pilot facility scale.Competition Pri

111、mary lithium production is concentrated in the Americas,Australia,and Asia.The lithium that is ultimately used by cathodemanufacturers is required to meet stringent specifications,whether that mineral is sourced from a primary or a secondary resource.Thus,the competition in these markets will be bas

112、ed on product quality and reliability of supply.Employees As of September 26,2023,the Company had 54 full-time and 2 part-time employees.Additional workers may be hired on a contractbasis as needed.Available Information We are subject to the information and periodic reporting requirements of the Sec

113、urities Exchange Act of 1934,as amended,and,inaccordance therewith,we file periodic reports,proxy statements and other information with the Securities and ExchangeCommission.We make available,free of charge,our Annual Report on Form 10-K,Quarterly Reports on Form 10-Q,CurrentReports on Form 8-K and

114、amendments to these reports on our website at https:/ soon asreasonably practicable after those reports are electronically filed with,or furnished to,the Securities and Exchange Commission.9 2025/2/12 02:59sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htmhttps:/www.sec.gov/Archives

115、/edgar/data/1576873/000149315223034467/form10-k.htm10/80 Item 1A.Risk Factors An investment in the Companys securities is subject to a number of risks at any given time.Below is a description of the principalrisk factors affecting the Company.The risk factors set out below are not exhaustive and uni

116、dentified risks may have potential toadversely affect the Companys financial condition,operating results,business or future prospects.Investors should carefullyconsider these risk factors,many of which are beyond the Companys control,together with other disclosures and market informationbefore inves

117、ting in the Companys securities.Pre-Revenue Company Risks A pre-revenue company such as ours is inherently subject to many risks.These risks and difficulties include challenges in accuratefinancial planning as a result of:(a)accumulated losses;(b)uncertainties resulting from a relatively limited tim

118、e period in which todevelop and evaluate business strategies as compared to companies with longer operating histories;(c)compliance with regulationsrequired to commence sales on future products;(d)reliance on third parties for consulting,laboratory work,regulatory,commercialization or other activiti

119、es;(e)reliance on third parties to carry out contractual arrangements;(f)financing the business;and(g)meeting the challenges of the other risk factors described herein.We have no operating history in our current areas of focusupon which investors may base an evaluation of our performance;therefore,w

120、e are subject to all risks incident to the creation anddevelopment of a new business.Working Capital Risks We will need additional financing to execute our business plan and fund operations,which additional financing may not be availableon reasonable terms or at all.We will need to raise capital ove

121、r the next 12 months to satisfy such requirements,the receipt of whichcannot be assured.We will also require capital in order to fully develop our recycling,extraction and refining operations.We intendto seek additional funds through various financing sources,including the private sale of our equity

122、 and debt securities,joint ventureswith capital partners,grants,government loans,and project financing of our recycling facilities.In addition,we will consideralternatives to our current business plan that may enable us to achieve revenue-producing operations and meaningful commercialsuccess with a

123、smaller amount of capital.However,there can be no guarantees that such funds will be available on commerciallyreasonable terms,if at all.If such financing is not available on satisfactory terms,we may be unable to further pursue our businessplan and we may be unable to continue operations,in which c

124、ase you may lose your entire investment.Risks of Competitive Industry Inherent to competitive industries,there are risks the Company may be unable to maintain or acquire financing,seek availableopportunities,retain existing personnel or hire new personnel,or maintain or acquire technical or other re

125、sources,supplies orequipment,all on terms it considers acceptable to complete the development of its projects.Battery recycling is a highly competitiveand speculative business.Competing recycling processes and facilities are primarily located in the USA,Europe,and China andemploy various techniques

126、for extraction of the contained battery metals.In seeking available opportunities,we will compete with anumber of other companies,including established,multi-national companies that have more experience and resources than we do.There also may be other small companies that are developing similar proc

127、esses and are farther along than the Company.Because wemay not have the financial and managerial resources to compete with other companies,we may not be successful in our efforts todevelop technology which is commercially viable.Business Model Risks We intend to engage in the business of lithium rec

128、ycling through proprietary recycling technology.While the production of lithium-ion recycling is an established business,to date most lithium-ion recycling has been produced by way of performing bulk hightemperature calcinations or bulk acid dissolutions.We have developed a highly strategic recyclin

129、g processing train that does notemploy any high temperature operations or any bulk chemical treatments of the full battery.We have tested our recycling process ona small scale and to a limited degree;however,there can be no assurance that we will be able to produce battery metals incommercial quanti

130、ties at a cost of production that will provide us with an adequate profit margin.The uniqueness of our processpresents potential risks associated with the development of a business model that is untried and unproven as we undertake the build-out and operation of a large-scale facility capable of rec

131、ycling commercial quantities.There can be no assurance that as wecommence large scale manufacturing or operations that we will not incur unexpected costs or hurdles that might restrict the desiredscale of our intended operations or negatively impact our projected gross profit margin.Share Price Risk

132、s The market price of the stock of a publicly traded company is affected by a number of variables,many of which are outside theCompanys control.Such factors include:the general condition of markets for resource stocks,and particularly for stocks of lithiumexploration and development companies and ot

133、her battery-metals stocks;the general strength of the economy;the availability andattractiveness of alternative investments;analysts recommendations and their estimates of financial performance;investor perceptionand reactions to disclosures made by the Company,and by the Companys competitors;future

134、 securities sales;reputational risks of2025/2/12 02:59sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htmhttps:/www.sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htm11/80the Company;and the breadth of the public markets for the stock.Investors could suffer significa

135、nt losses if the Companys CommonShares are depressed or illiquid when an investor seeks liquidity.10 2025/2/12 02:59sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htmhttps:/www.sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htm12/80 Market Risks The Company is expos

136、ed to commodity price movements for the inventory it holds and the products it plans to produce.Commodityprice risk management activities are currently limited to monitoring market prices.The Companys future revenues,if any,aresensitive to the market prices of the metals contained in its planned pro

137、ducts.The Companys projects are highly dependent on the demand for and uses of lithium-based end products.This includes lithium-ionbatteries for electric vehicles and other large format batteries that currently have limited market share and whose projected adoptionrates are not assured.To the extent

138、 that such markets do not develop in the manner contemplated by the Company,then the long-termgrowth in the market for lithium products will be adversely affected.This would inhibit the potential for development of the projects,their potential commercial viability and would otherwise have a negative

139、 effect on the business and financial condition of theCompany.In addition,as a commodity,lithium market demand is subject to the substitution effect in which end-users adopt analternate commodity as a response to supply constraints or increases in market pricing.These circumstances could limit the q

140、uantityof customers and prices paid for our products.To the extent that these factors arise in the market for lithium,it could have a negativeimpact on overall prospects for growth of the lithium market and pricing,which in turn could have a negative effect on the Companyand its projects.Product Pri

141、ce and Quality Risks The ability to reach and sustain profitable operations on the recycling and extraction projects,if and to the extent the projects aredeveloped and enter commercial operation,will be significantly affected by changes in the market price of lithium-based endproducts.The market pri

142、ce of these products fluctuates widely and is affected by numerous factors beyond the Companys control,including world supply and demand,pricing characteristics for alternate energy sources such as oil and gas,government policy andlaws,interest rates,the rate of inflation and the stability of curren

143、cy exchange rates,and other geopolitical and global economicfactors.Such external economic factors are influenced by changes in international investment patterns,various politicaldevelopments and macro-economic circumstances.Furthermore,the price of lithium products is significantly affected by thei

144、r purityand performance,and by the specifications of end-user battery manufacturers.If the products produced from the Companys projectsdo not meet battery-grade quality and/or do not meet customer specifications,pricing will be reduced from that expected for battery-grade product.In turn,the company

145、 may lose or fail to attract customers.The Company may not be able to effectively mitigatepricing risks for its products.Depressed pricing for the Companys products will affect the level of revenues expected to be generatedby the Company,which in turn could affect the value of the Company,its share

146、price and the potential value of its properties.Project and Process Risks The processes contemplated by the Company for refining of extracted materials and refining of recycled materials have notpreviously been demonstrated at commercial scale.There are risks that efficiencies of recovery and throug

147、hput capacity will not bemet,and risks that scaled production will not be cost effective or operate as expected.In addition,there is potential for unforeseencosts,additional changes to the process chemistry and engineering,and other unforeseen circumstances that could result in delays tothe projects

148、 or increased capital or operating costs.The Company is in the process of exploring and assessing a mineral resource in Tonopah,Nevada,with the intent of progressing theproject to mining and processing activities.The Company has no prior history of completing the development of a mining project orco

149、nducting mining operations.If found to be economically feasible,the future development of mineral resources will require theconstruction and operation of a mine,processing plant and related infrastructure.While certain members of management have miningdevelopment and operational experience,the Compa

150、ny does not have any such experience as a collective organization.As a result ofthese factors,the Companys future success is more uncertain than if it had a proven operating history.If the Tonopah project advances,the Company is and will continue to be subject to all risks inherent with establishing

151、 new miningoperations including:the time and costs of construction of mining and processing facilities and related infrastructure;the availabilityand costs of skilled labor and mining equipment and supplies;the need to obtain necessary environmental and other governmentalapprovals,licenses and permi

152、ts,and the timing of the receipt of those approvals,licenses and permits;the availability of funds tofinance construction and development activities;potential opposition from non-governmental organizations,indigenous peoples,environmental groups or local groups which may delay or prevent development

153、 activities;and potential increases in construction andoperating costs due to various factors,including changes in the costs of fuel,power,labor,contractors,materials,supplies andequipment.11 2025/2/12 02:59sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htmhttps:/www.sec.gov/Archive

154、s/edgar/data/1576873/000149315223034467/form10-k.htm13/80 It is common in new mining operations to experience unexpected costs,problems and delays during construction,commissioning andmine start-up,as well as delays in the early stages of mineral production.The Company is concurrently overseeing the

155、 advancement of two major lithium projects.Work to advance these projects requires thededication of considerable time and resources by the Company and its management team.The advancement of the projectsconcurrently brings with it the associated risk of strains on managerial,human and other resources

156、.The Companys ability tosuccessfully manage each of these processes will depend on a number of factors,including its ability to manage competing demandson time and other resources,financial or otherwise,and successfully retain personnel and recruit new personnel to support its growthand the advancem

157、ent of its projects.Risks Relating to the U.S.DOE Grant Programs The DOEs invitation to enter into confirmatory due diligence and term sheet negotiations is not an assurance that DOE will offer aterm sheet to the applicant,or that the terms and conditions of any term sheet will be consistent with th

158、e terms proposed by theapplicant.The outcome of the Companys application to the DOE for funding is wholly dependent on the results of DOE advanceddue diligence and DOEs determination whether to proceed,and there can be no assurances as to the outcome of such due diligencereview,whether the DOE will

159、determine to proceed and as to the terms and conditions of any term sheet that may be offered,if any.Permitting Risks Our operations in the United States are subject to the federal,state and local environmental,health and safety laws applicable to thereclamation of lithium-ion batteries and explorat

160、ion for,and the development and operation of,mineral properties.Depending onhow any particular operation is structured,our operations and related facilities will have to obtain environmental permits or approvalsto operate,including those associated with,among other things,air emissions,water dischar

161、ges,waste management and storage,andexploration and development of mineral properties on federal lands and related processing facilities.We may face opposition fromlocal residents or public interest groups to the installation and operation of our facilities.Failure to secure(or significant delays in

162、securing)the necessary approvals could prevent us from pursuing some of our planned operations and adversely affect our business,financial results and growth prospects.Additionally,there can be no certainty that current permits will be maintained,permittingchanges will be approved,estimated permitti

163、ng timelines will be met,estimated costs will be accurate,or additional or approvalsrequired to carry out recycling,extraction and refining will be obtained.There is the risk that existing permits will be subject tochallenges of regulatory administrative processes and similar litigation and appeal p

164、rocesses.Litigation and regulatory reviewprocesses can result in lengthy delays,with uncertain outcomes.Such issues could impact the expected timelines of the Companysprojects and consequently have a material adverse effect on the Companys prospects and business.Geopolitical Risks In recent years th

165、ere has been a substantial increase in political tensions,which is particularly acute in respect to lithium.Lithium hasbeen identified as a critical mineral in multiple jurisdictions and is the subject of increasingly active industrial policy.The Companydoes not believe this will result in a substan

166、tive adverse change to its business or operations.However,the Company does expect thatover time it may limit our ability to undertake business opportunities with actors from non-Western countries.Cost Estimate Risks Capital costs,operating costs,raw materials costs,production and other estimates may

167、 differ significantly from those anticipated bythe Companys current estimates,and there can be no assurance that the Companys actual costs will not be higher than currentlyanticipated.The Companys actual costs and production may vary from estimates for a variety of reasons,including,but not limitedt

168、o:lack of or availability of raw materials,resources or necessary supplies or equipment;inflationary pressures flowing from globalsupply chain shortages and increased transportation costs,which in turn are causing increased costs for supplies and equipment;increasing labor and personnel costs;unexpe

169、cted construction or operating problems;higher than expected cost of commodities orfeedstock;lower than expected realized lithium prices;revisions to construction plans;risks and hazards associated with explorationor mineral production;natural phenomena;floods;unexpected labor shortages or strikes;a

170、nd general inflationary pressures.Many ofthese factors are beyond the Companys control and could have a material effect on the Companys operating cash flow,including theCompanys ability to service its indebtedness.12 2025/2/12 02:59sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htmh

171、ttps:/www.sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htm14/80 Operating Risks The Companys operations are subject to all the hazards and risks normally incidental to the exploration for,and the development andoperation of,mineral properties.The Company strives to implement compr

172、ehensive health and safety measures designed to complywith government regulations and protect the health and safety of the Companys workforce in all areas of its business.The Companyalso strives to comply with environmental regulations in its operations.Nonetheless,risks associated with the Companys

173、 plannedoperations include fires,power outages,shutdowns due to equipment breakdown or failure,aging of equipment or facilities,unexpected maintenance and replacement expenditures,human error,labor disruptions or disputes,inclement weather,higher thanforecast precipitation,flooding,shortages of wate

174、r,explosions,releases of hazardous materials,landslides,earthquakes,industrialaccidents and explosions,protests and other security issues,and the inability to obtain adequate machinery,equipment or labor due toshortages,strikes or public health issues such as pandemics.Risk of Hazardous Substances W

175、e may be held responsible for the costs of remediating contamination at the site of current or former activities or at third party sitesor be held liable to third parties for exposure to hazardous substances should those be identified in the future.Under the U.S.Comprehensive Environmental Response,

176、Compensation,and Liability Act of 1980(“CERCLA”)and its state law equivalents,current or former owners of properties may be held jointly and severally liable for the costs of site cleanup or required to undertake,remedial actions in response to unpermitted releases of hazardous substances at such pr

177、operty,in addition to,among other potentialconsequences,liability to governmental entities for the cost of damages to natural resources,which may be significant.Risk of Health Epidemics and Diseases The Company faces risks related to health epidemics and other outbreaks of communicable diseases,whic

178、h could significantlyimpact our people,operations and surrounding communities.The Company could continue to incur costs to protect against COVID-19 and its variants.Other impacts of changing restrictions and the evolving health environment in connection with pandemics,epidemics or health outbreaks a

179、nd emergencies could include prolonged travel restraints,shipment restraints,other supply chaindisruptions and workforce interruptions,including loss of life,and reputational damage in connection with challenges or reactions toaction or perceived inaction by the Company,which could have a material a

180、dverse effect on the Companys cash flows,earnings,results of operations and financial position.Costs and Requirements of Being a Public Company As a public reporting company,we are subject to the information and reporting requirements of the Securities Exchange Act of 1934,as amended,and other feder

181、al securities laws,rules and regulations.Complying with these laws and regulations requires more timeand attention of our Board of Directors,management and requires additional employees compared to a privately-held company.Inaddition,the costs of preparing and filing annual and quarterly reports,pro

182、xy statements and other information with the SEC,furnishing audited reports to stockholders,maintaining more comprehensive compliance functions,policies and procedures,andcorporate governance,are greater than that of a privately-held company.Risk of Fraud,Misconduct,or Non-Compliance with Anti-Corru

183、ption Laws We may be exposed to fraud,non-compliance with anti-corruption laws,or other misconduct committed by our employees,jointventure partners,representatives,agents,vendors,customers or other third parties undertaking actions on our behalf that couldsubject us to litigation,financial losses an

184、d fines or penalties imposed by governmental authorities and affect our reputation.Such misconduct could include,but is not limited to,misappropriating funds,engaging in misrepresentation or fraudulent,deceptiveor otherwise improper activities,including activities in exchange for personal benefit or

185、 gain or activities that otherwise do notcomply with applicable laws or our internal policies and procedures.The risk of fraud or other misconduct could increase as weexpand our business.Risk of Failure to Meet Development Timelines and Capital Estimates Our required capital expenditure can be compl

186、ex,may experience delays or other difficulties,and the costs may exceed ourestimates.Our capital expenditures primarily consist of substantial investments in new or used equipment,facilities and properties,as well asexpenditures to maintain and improve existing equipment,facilities and properties.Ex

187、ecution of these capital expenditures can becomplex,and commencement of production requires start-up,commission and certification of product quality by our customers,which may impact the expected output and timing of sales of product from such facilities.Construction of large operations is subjectto

188、 numerous risks and uncertainties,including,among others,the ability to complete a project on a timely basis and in accordancewith the estimated budget for such project and our ability to estimate future demand for our products.In addition,our returns on thesecapital expenditures may not meet our ex

189、pectations.Future capital expenditures may be significantly higher,depending on theinvestment requirements of each of our business lines,and may also vary substantially if we are required to undertake actions to2025/2/12 02:59sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htmhttps:/

190、www.sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htm15/80compete with new technologies in our industry.We may not have the capital necessary to undertake these capital investments.If weare unable to do so,we may not be able to effectively compete in some of our markets.Risk of Fai

191、lure to Comply with Covenants The Company has contractual arrangements that contain affirmative and negative covenants that must be adhered to.It is possiblethat the Company could fail to meet the requirements of one or more covenants,resulting in penalties or acceleration of amounts due.No assuranc

192、e can be given that a breach will not occur.This could result in a default under our credit agreements that would permitthe applicable lenders to declare all amounts outstanding thereunder to be due and payable,together with accrued and unpaid interest.If we are unable to repay our debt,creditors wo

193、uld have the right to proceed against the collateral securing the debt.This in turncould have a material adverse effect on the Companys business and operations.Going Concern Risk The Company has alleviated any substantial doubt about its ability to continue as a going concern.We believe that our exi

194、sting cashand cash equivalents will enable us to fund our operating expenses and capital expenditure requirements more than one year from thedate of this report.However,we have based this estimate on assumptions that may prove to be wrong,and we could exhaust ouravailable capital resources sooner th

195、an we expect.In the future,if we are unable to obtain sufficient funding to support ouroperations,we could be forced to delay,reduce or eliminate our research and development programs or commercialization efforts,and our financial condition and results of operations could be materially and adversely

196、 affected,and we may be unable to continue asa going concern.Risks from Changing Regulations and Laws Changes to government laws and regulations may affect the development of the Companys projects.Such changes could includelaws relating to grant funds availability,taxation,royalties,restrictions on

197、production,environmental,biodiversity and ecologicalcompliance,mine development and operations,mine safety,permitting and numerous other aspects of the business.Environmental Risks and Regulations The Company must comply with stringent environmental regulations.These are evolving in a manner that is

198、 expected to requirestricter standards and enforcement,increased fines and penalties for non-compliance,more stringent environmental assessments ofproposed projects and a heightened degree of responsibility for companies and their officers,directors and employees.Applicableenvironmental laws and reg

199、ulations may require enhanced public disclosure and consultation.It is possible that a legal protest couldbe triggered through one of these requirements or processes that could delay development activities.No assurance can be given thatnew environmental laws and regulations will not be enacted or th

200、at existing environmental laws and regulations will not be applied ina manner that could limit or curtail the Companys development programs.Such changes in environmental laws and regulations andassociated regulatory requirements could delay and/or increase project costs or increase the risk of envir

201、onmental liability associatedwith project operations.This in turn could have a material adverse effect on the Companys business and operations.13 2025/2/12 02:59sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htmhttps:/www.sec.gov/Archives/edgar/data/1576873/000149315223034467/form10

202、-k.htm16/80 Insurance Risks While the Company maintains insurance to protect against certain risks associated with its business,insurance may not be availableto insure against all risks,or the costs of such insurance may be uneconomic.The Company may also elect not to obtain insurance forother reaso

203、ns.Insurance policies maintained by the Company may not be adequate to cover the full costs of actual liabilities incurredby the Company,or may not be continued by insurers for reasons not solely within the Companys control.The Company maintainsliability insurance in accordance with industry standar

204、ds.However,losses from uninsured and underinsured liabilities have thepotential to materially affect the Companys financial position and prospects.Health and Safety Risks The Company carries a risk of liability related to workers health and safety.Compliance with health and safety laws,and anychange

205、s to such laws,and the requirements of applicable permits and other regulatory requirements remains material to theCompanys business.The Company may become subject to government orders,investigations,inquiries or other proceedings(including civil claims)relating to health and safety matters.The occu

206、rrence of any of these events or any changes,additions to ormore rigorous enforcement of health and safety laws,permits or other approvals could have a significant impact on operations andresult in additional costs or penalties.In turn,these could have a material adverse effect on the Companys reput

207、ation,operations andfuture prospects.Risk of Catastrophic Events,Terrorism and War The occurrence or threat of extraordinary events,including domestic and international terrorist attacks,may disrupt our operationsand decrease demand for our products.Certain assets may be at greater risk of future te

208、rrorist attacks than other possible targets in theU.S.and around the world.Extraordinary events cannot be predicted,and their occurrence may negatively affect the economy ingeneral,and the markets for our products in particular.The resulting damage from a direct attack on our assets,or assets used b

209、y us,could include loss of life and property damage.In addition,available insurance coverage may not be sufficient to cover all thedamage incurred or,if available,may be prohibitively expensive.Risk of Accounting Estimates and Impairment Charges We make certain accounting estimates and projections i

210、n connection with our impairment analysis for long-lived assets in accordancewith applicable accounting guidance.An impairment charge may be required if the impairment analysis indicates that the carryingvalue of an asset exceeds the sum of the expected undiscounted cash flows of the asset.The proje

211、ction of future cash flows used inthis analysis requires the use of judgment and a number of estimates and projections of future operating results.If actual results differfrom Company estimates,additional charges for asset impairments may be required in the future.If impairment charges aresignifican

212、t,our financial results could be negatively affected.Mineral Resource and Mineral Reserve Estimation Risks Mineral Resources and Mineral Reserves figures are estimates only.Estimated tonnages and grades may not be achieved if theprojects are brought into production;differences in grades and tonnage

213、could be material;and,estimated levels of recovery may notbe realized.The estimation of Mineral Resources and Mineral Reserves carries with it many inherent uncertainties,of which manyare outside the control of the Company.Estimation is by its very nature a subjective process,which is based on the q

214、uality andquantity of available data,engineering assumptions,geological interpretation and judgements used in the engineering and estimationprocesses.Estimates may also need to be revised based on changes to underlying assumptions,such as commodity prices,drillingresults,metallurgical testing,produc

215、tion,and changes to mine plans of operation.Any material decreases in estimates of MineralResources or Mineral Reserves,or an inability to extract Mineral Reserves could have a material adverse effect on the Company,itsbusiness,results of operations and financial position.Any estimates of Inferred M

216、ineral Resources are also subject to a high degree of uncertainty and may require a significant amount ofexploration work to determine if they can be upgraded to a higher confidence category.Risks associated with upgrading the Tonopahproject to a higher confidence category include the accuracy of fa

217、ult modeling and offset of lithium-hosting lithologies on western-side of mineral resource,the lack of project-specific lithologic density data,the accuracy of processing cost used in the pitoptimization to define the resource which can potentially affect resource cut-off grades,and the large fluctu

218、ations in commodityprices which can potentially affect resource cut-off grades.Water Management Risks Water management regulations are in place in Nevada where the Companys projects are located.As such,the Company must obtainsufficient water rights and transfer those rights such that they may be use

219、d for planned recycling and extraction projects.TheCompanys flowsheets are designed and/or being designed to lower the use of water to the extent possible by incorporating recyclingtechnologies.The availability of water and pricing of water rights are risks that may be heightened by the potential ef

220、fects of climatechange and could have a material adverse effect on the Companys business.2025/2/12 02:59sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htmhttps:/www.sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htm17/80 14 2025/2/12 02:59sec.gov/Archives/edgar/data

221、/1576873/000149315223034467/form10-k.htmhttps:/www.sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htm18/80 Climate Change Risks The introduction of climate change legislation is an increasing focus of various levels of government worldwide.The Company iscommitted to developing its b

222、usiness with a view to contributing to the low carbon economy.This includes incorporating sustainableenergy sources and minimizing the use of non-renewable sources of energy to the extent that renewable sources are available withsufficient capacity,at cost effective pricing and that are complementar

223、y to the facilities and site design.However,the use of such lowcarbon technologies may be more costly in certain instances than non-renewable options in the near-term,or may result in higherdesign costs,long-term maintenance costs or replacement costs.Additionally,if the trend toward increasing regu

224、lations continues,theCompany may face increasing operating costs at its projects to comply with these changing regulations.Until then,the Companyviews the risk of occurrence of such litigation as being low.Risk of Future Losses and Lack of Profitability The Company anticipates it will continue to ha

225、ve negative cash flow from operating activities in future periods until profitablecommercial production is achieved.Although the Company has cash on hand and access to additional cash,the Companys ability tocontinue as a going concern and the depletion of its capital will be dependent upon its abili

226、ty to generate profits from its proposedoperations,or to raise capital through equity or debt financing to continue to meet its obligations and repay its liabilities arising fromnormal business operations when they come due.Intellectual Property Risks The Company relies on the ability to protect its

227、 intellectual property rights and depends on patent,trademark and trade secretlegislation to protect its proprietary know-how.There is no assurance that the Company has adequately protected or will be able toadequately protect its valuable intellectual property rights or will at all times have acces

228、s to all intellectual property rights that arerequired to conduct its business or pursue its strategies,or that the Company will be able to adequately protect itself against anyintellectual property infringement claims.There is also a risk that the Companys competitors could independently develop si

229、milartechnology,processes or know-how;that the Companys trade secrets could be revealed to third parties;that any current or futurepatents,pending or granted,will be broad enough to protect the Companys intellectual property rights;or,that foreign intellectualproperty laws will adequately protect su

230、ch rights.The inability to protect the Companys intellectual property could have a materialadverse effect on the Companys business,results of operations and financial condition.Additionally,the applied science industry ischaracterized by frequent allegations of intellectual property infringement.Tho

231、ugh we do not expect to be subject to any of theseallegations,any allegation of infringement could be time consuming and expensive to defend or resolve,result in substantialdiversion of management resources,cause suspension of operations or force us to enter into royalty,license,or other agreement,r

232、ather than dispute the merits of such allegation.If patent holders or other holders of intellectual property initiate legal proceedings,we may be forced into protracted and costly litigation.We may not be successful in defending such litigation and may not be able toprocure any required royalty or l

233、icense agreements on acceptable terms or at all.Risk of Defects in Title We have investigated our rights to the assets we have purchased and developed,and,to the best of our knowledge,those rights are ingood standing.However,no assurance can be given that such rights will not be revoked,or significa

234、ntly altered,to our detriment.There can also be no assurance that our rights will not be challenged or impugned by third parties,including by governments andnon-governmental organizations.Risks Related to Research,and Development,and Changing Technology Our research and development efforts may not s

235、ucceed in addressing changes in our customers needs,and our competitors maydevelop more effective or successful products.The development and adoption of new battery technologies could rely on inputs otherthan lithium compounds which could significantly impact our prospects and future revenues.Curren

236、t and next generation high energy density batteries for use in electric vehicles rely on lithium compounds as a critical input.The pace of advances in current battery technologies,the development and adoption of new battery technologies that rely on inputsother than lithium compounds,or a delay in t

237、he development and adoption of next generation high nickel battery technologies thatutilize lithium hydroxide could significantly impact our prospects and future revenues.Many materials and technologies are beingresearched and developed with the goal of making batteries lighter,more efficient,faster

238、 charging and less expensive.Some of thesecould be less reliant on lithium hydroxide or other lithium compounds,especially if the demand for batteries for use in electricvehicles outstrips the available supply of lithium hydroxide or other lithium compounds.We cannot predict which new technologiesma

239、y ultimately prove to be commercially viable and their share in the overall mix over any time horizon.Commercialized batterytechnologies that use less lithium compounds could materially and adversely impact our prospects and future revenues.Joint Venture,Acquisition and Strategic Alliance Risks Our

240、business strategy includes,in part,entering into joint ventures,acquisitions,and strategic alliances with parties involved in themanufacture and recycling of lithium-ion products.Failure to successfully identify or integrate such joint ventures,acquisitions or2025/2/12 02:59sec.gov/Archives/edgar/da

241、ta/1576873/000149315223034467/form10-k.htmhttps:/www.sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htm19/80strategic alliances into our operations could adversely affect our business.Joint ventures,acquisitions and strategic alliances mayinvolve significant other risks and uncertai

242、nties,including distraction of managements attention away from normal businessoperations,insufficient revenue generation to offset liabilities assumed and expenses associated with the transaction,and unidentifiedissues not discovered in our due diligence process,such as product quality,technology is

243、sues and legal contingencies.In addition,wemay be unable to effectively integrate any such initiatives into our operations.Our operating results could be adversely affected byany problems arising during or from such activity.15 2025/2/12 02:59sec.gov/Archives/edgar/data/1576873/000149315223034467/fo

244、rm10-k.htmhttps:/www.sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htm20/80 Risks of Relying on Consultants The Company has relied on,and may continue to rely on,consultants and others for mineral exploration and exploitation expertise.The Company believes that those consultants ar

245、e competent and that they have carried out their work in accordance withinternationally recognized industry standards.However,if the work conducted by those consultants is ultimately found to beincorrect or inadequate in any material respect,the Company may experience delays or increased costs in de

246、veloping its properties.Risk of No Dividends The Company has not paid dividends on its Common Shares since incorporation,and currently has no ability to generate earnings asit is pre-revenue.The Company anticipates that it will retain its earnings and other cash resources for future operations and t

247、heongoing development of its business.As such,the Company does not intend to declare or pay any cash dividends in the foreseeablefuture.Payment of any future dividends is solely at the discretion of the Board,which will take into account many factors includingthe Companys operating results,financial

248、 condition and anticipated cash needs.Information Technology and Cybersecurity Risks Threats to information technology systems associated with cybersecurity risks and cyber incidents or attacks continue to grow andevolve in terms of severity and sophistication,particularly with the increase in remot

249、e work that began during the COVID-19pandemic.A cybersecurity attack has the potential to compromise the business,financial and other systems of the Company,andcould go unnoticed for some time.Risks associated with cybersecurity threats include,among other things,loss of intellectualproperty,disrupt

250、ion of business operations and safety procedures,loss or damage to worksite data delivery systems,privacy andconfidentiality breaches,and increased costs and time to prevent,respond to or mitigate cybersecurity incidents.The Company hasimplemented a cybersecurity policy and provided training to its

251、personnel as mitigation measures.System and network maintenance,upgrades and similar best practices are also followed.However,despite these measures,the occurrence of a significant cybersecurityincident could have a material adverse effect on the Companys business and result in a prolonged disruptio

252、n to it.Talent Risk The Company highly values the contributions of its key personnel.The success of the Company continues to depend largely upon theperformance of key officers,employees and consultants who have advanced the Company to its current stage of development andcontributed to its potential

253、for future growth.The market for qualified talent has become increasingly competitive,with shortages ofqualified talent relative to the number of available opportunities being experienced in all markets where the Company conducts itsoperations.The ability to remain competitive by offering higher com

254、pensation packages and programs for growth and developmentof personnel,with a view to retaining existing talent and attracting new talent,has become increasingly important to the Companyand its operations in the current climate.Any prolonged inability to retain key individuals,or to attract and reta

255、in new talent as theCompany grows,could have a material adverse effect upon the Companys growth potential and prospects.Additionally,the Company has not purchased any“key-man”insurance for any of its directors,officers or key employees andcurrently has no plans to do so.Implementation of Business Pl

256、an Risks Our ability to successfully implement our business plan requires an effective planning and management process.If funding isavailable,we may elect to increase the scope of our operations and acquire complementary businesses.Implementing our businessplan will require significant additional fu

257、nding and resources.If we grow our operations,we will need to hire additional employeesand make significant capital investments.If we grow our operations,it will place a significant strain on our existing management andresources.Additionally,we will need to improve our financial and managerial contr

258、ols and reporting systems and procedures,and wewill need to expand,train and manage our workforce.Any failure to manage any of the foregoing areas efficiently and effectivelywould cause our business to suffer.Risk of Failure of Internal Control Over Financial Reporting Our reporting obligations as a

259、 public company place a significant strain on our management,operational and financial resources andsystems.If we fail to maintain an effective system of internal control over financial reporting,we could experience delays orinaccuracies in our reporting of financial information,or non-compliance wi

260、th the Commission,reporting and other regulatoryrequirements.This could subject us to regulatory scrutiny and result in a loss of public confidence in our management,which could,among other things,cause our stock price to drop.16 2025/2/12 02:59sec.gov/Archives/edgar/data/1576873/000149315223034467/

261、form10-k.htmhttps:/www.sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htm21/80 Risks of Legal Proceedings The Company may be subject to a variety of regulatory requirements,and resulting investigations,claims,lawsuits and otherproceedings in the ordinary course of its business,as a

262、result of its status as a publicly traded company and because of its miningexploration and development business.Litigation related to environmental and climate change-related matters,ESG disclosure,andsecurities class actions arising from share price volatility is also on the rise.The occurrence and

263、 outcome of any legal proceedingscannot be predicted with any reasonable degree of certainty due to the inherently uncertain nature of litigation,including the effectsof discovery of new evidence or advancement of new legal theories,the difficulty of predicting decisions of judges and juries and the

264、possibility that decisions may be reversed on appeal.Defense and settlement costs of legal claims can be substantial,even withrespect to claims that are determined to have little or no merit.Litigation may be costly and time-consuming and can divert the attention of management and key personnel away

265、 from day-to-daybusiness operations.The Company and its projects are,from time to time,subject to legal proceedings or the threat of legalproceedings.If the Company were to be unsuccessful in defending any such claims against it,or unable to settle claims on asatisfactory basis,the Company may be fa

266、ced with significant monetary damages,injunctive relief or other negative impacts thatcould have a material adverse effect on the Companys business and financial condition.To the extent the Company is involved inany active litigation,the outcome of such matters may not be determinable,and it may not

267、 be possible to accurately predict theoutcome or quantum of any such proceedings at a given time.Changes to Tax Laws and Other Tax Risks Changes to U.S.tax laws could adversely affect the Company or holders of the Common Shares.In recent years,many changes toU.S.federal income tax laws have been pro

268、posed and made,and additional changes to U.S.federal income tax laws are likely tocontinue to occur in the future.We are subject to review and audit by U.S.federal,state,local tax authorities.Tax authorities may disagree with or challenge taxpositions we take,which if successful could harm our busin

269、ess.We may be subject to additional tax liabilities due to changes in non-income based taxes resulting from changes in federal,state or local tax laws,changes in taxing jurisdictions administrativeinterpretations,decisions,policies,and positions,results of tax examinations,settlements,or judicial de

270、cisions,changes inaccounting principles,changes to our business operations,including acquisitions,as well as the evaluation of new information thatresults in a change to a tax position taken in a prior period.In the future,the company may also be subject to foreign jurisdictionswhere tax law changes

271、 may pose a similar risk.Item 1B.Unresolved Staff Comments Not required.Item 2.Properties The Company is engaged in the construction of a recycling plant to recycle end-of-life lithium-ion batteries and in the exploration ofits lithium-bearing claystone unpatented mining claims.To do so,the Company

272、owns or holds long-term leases on multipleproperties,all located within the US,along with leases on laboratory facilities that support our research and development functions.In addition,the Company holds rights to certain assets,which facilitate the effective use of our properties.We believe that al

273、l of ourproperties and facilities are well maintained,effectively used,and are adequate to operate our business.Information regardingsignificant properties operated by us is outlined below.Corporate Headquarters The Company currently leases executive offices located at 100 Washington Street,Suite 10

274、0 in Reno,Nevada,USA.The office spaceconsists of approximately 5,831 square feet and the lease expires November 30,2024.Recycling Operations McCarran,Nevada The Company closed on the purchase of the recycling facility in August 2023,and in tandem,the Company has developed newfacility and technology-

275、specific environmental,safety,operational standards and procedures,and is in the process of recruiting,hiring,and training of new staff in preparation for operations.This facility is in the Tahoe-Reno Industrial Center,located at 2500 Peru Drive,McCarran,Nevada,was previously utilized for therecycli

276、ng of lead-acid batteries,and was already equipped with much of the infrastructure and utility equipment necessary toimplement the Companys recycling processes,including the electrical distribution,HVAC,compressed air,water treatment,materialhandling,analytical quality control,and operational contro

277、l rooms.2025/2/12 02:59sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htmhttps:/www.sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htm22/80The facility will house the Companys first-of-kind integrated battery recycling system which utilizes a strategic de-manufactur

278、ingand targeted chemical extraction train in order to recover battery materials with high yields,low cost,and with a low environmentalfootprint.These processes are fundamentally different than conventional methods of battery recycling,which utilize high temperaturefurnaces,such as smelting,or non-st

279、rategic shredding or grinding systems.The Companys system results in battery metalsseparation,recovery and purification of high-value,battery-grade products with less environmental impact and greater potential costefficiencies than conventional methods.As the Company ramps up operations of its integ

280、rated recycling processes,the facility will be commissioned in phases.In the firstphase battery materials will be recycled into products including copper,aluminum,steel,a lithium intermediate,and a black massintermediate material.Once the second phase of this integrated recycling facility is operati

281、onal,this lithium intermediate will befurther refined into a battery grade lithium hydroxide product,and the black mass intermediate material will be further refined intobattery grade nickel,cobalt,manganese,and lithium hydroxide products.Fernley,Nevada On August 14,2020,the Company purchased approx

282、imately 12.44 acres of undeveloped industrial land in Fernley,Nevada in aQualified Opportunity Zone(QOZ).The Company began construction before prioritizing the new location in McCarran,Nevada.TheCompanys strategy is to construct multiple facilities and the Fernley location is expected to be a subseq

283、uent plant.17 2025/2/12 02:59sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htmhttps:/www.sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htm23/80 Feedstock Storage Fernley,Nevada On July 23,2021,the Company purchased 11.55 acres of industrial-zoned land in Fernley,N

284、evada.The Company intends toconstruct a supplemental storage facility for recycled battery feedstock on this site.The City of Fernley has approved the City UsePermit for the site.Land for Supplemental Storage McCarran,Nevada On June 28,2021,the Company purchased approximately 13.87 acres of industri

285、al-zoned land in McCarran,Nevada.The Companyintends to construct a supplemental storage facility to store feedstock on this site.Water Rights To date,the Company has purchased water rights in the City of Fernley,Nevada for$3.9 million.The water rights will be used toensure the Companys Fernley plant

286、 will have adequate water to operate at full capacity once construction is complete.This isexpected to be a subsequent plant with the facility at McCarron,Nevada being the current priority.These water rights have anindefinite life upon assignment to the property through use of a will-serve.Laborator

287、y Facilities To support the development of both its lithium-ion battery recycling and battery metal extraction technologies,the Company operatesout of two laboratory facilities:The Center for Applied Research at the University of Nevada,Reno in Reno,Nevada and GreentownLabs in Somerville,Massachuset

288、ts.The Company has developed long-standing partnerships with the operators of these facilities andall leases are in good standing.Nevada Center for Applied Research-Reno,Nevada The Company leases laboratory and office space from the University of Nevada,Reno.As of June 30,2023,the Company occupiesfi

289、ve laboratories totaling over 3,000 square feet.All laboratories and offices are housed within the Nevada Center for AppliedResearch(NCAR).The laboratory space is used to advance the Companys in-house,first-of-kind developed battery metalsextraction technologies for both the recycling of spent batte

290、ries and for the manufacturing of primary battery metals from domestic-based resources.Greentown Labs-Somerville,Massachusetts The Company occupies office and wet chemistry laboratory space in Greentown Labs,which is the largest clean technologyincubator in North America.The Company has access to bo

291、th desk and lab space at the facility.The Company was afforded thisopportunity by winning the Greentown Labs Circularity Challenge,an accelerator program for start-ups developed in partnershipwith BASF,one of the worlds leading chemical companies.Tonopah Flats Lithium Exploration Project The Company

292、 currently holds the rights to 517 Unpatented Lode Claims near Tonopah,Nevada.In addition,the Company maintainsan office to oversee these claims and the associated activity in Tonopah,Nevada.18 2025/2/12 02:59sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htmhttps:/www.sec.gov/Archi

293、ves/edgar/data/1576873/000149315223034467/form10-k.htm24/80 On September 1,2021,the Company signed an exploration agreement with 1317038 Nevada Ltd.,which gave the Companyexclusive access to explore 305 Unpatented Lode Claims in the Tonopah Mining District(“Tonopah Flats”)in Nye and EsmeraldaCountie

294、s,Nevada.The agreement gave the Company the right to explore the claims for critical battery materials.The agreement alsogave the Company the option to purchase the Claims upon expiration of the exploration agreement.The Company completed itspreliminary surface sampling of the property in February 2

295、022 and proceeded with an exploration drilling program.In July 2022,theCompany exercised the option to acquire the rights to those claims.In addition to signing the exploration agreement mentioned above,the Company also staked additional claims in the regionsurrounding the claims included in the agr

296、eement.In total,the company holds approximately 10,340 acres in the region that it intendsto explore for economic lithium deposits.ABTC began surface sampling of these claims in the Summer of 2021,and subsequently performed additional subsurface drillingprograms at depths of up to 1,430 feet totalin

297、g over 12,000 feet of exploration covering approximately 65%of its claims.The resultsof these initial successful exploration programs led to the development and publication of a third-party Qualified Person(QP)auditedSK-1300 compliant Inferred Resource Report in February 2023.Based on the results,th

298、e Company disclosed its intention to continuethe exploration of the deposit.On July 22,2023,the Company began a third exploration program to advance its Tonopah Flats Lithium Project.This drill programincludes core infill and step out drilling to support the evolution of its domestic resource with t

299、he goal of upgrading to a measuredand indicated resource classification.The company selected and engaged KB Drilling for the collection of infill and step out samplesfor this latest drill program,which consists of sample collections from 8 additional drill holes and includes 6,500 feet of total dril

300、ling.Geology,Infrastructure,and Permitting The area where Tonopah Flats Lithium Exploration Project is located is known for its unique sedimentary claystone resources.TheCompany is conducting geological mapping,sampling,geochemical analysis,and proprietary extraction trials to characterize thesereso

301、urces and to quantify the performance of the lithium extraction and manufacturing operations.The project claims are located on land that is administered by the Bureau of Land Management(“BLM”).The Company will retainthe surface and mineral rights to the claims if the claims remain in good standing w

302、ith the BLM through the payment of annualmaintenance fees.The project is located near the town of Tonopah,Nevada and is intersected by Highway 6.The project has other necessaryinfrastructure nearby including access to power,additional road access,and water.In addition,there is an available workforce

303、 inTonopah and the surrounding area.A map of the project is included in Figure 1 below.2025/2/12 02:59sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htmhttps:/www.sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htm25/80 Figure 1:Tonopah Flats Lithium Exploration Proj

304、ect 19 2025/2/12 02:59sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htmhttps:/www.sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htm26/80 Other Mining Claims As of June 30,2023,the Company no longer held any placer mining claims in Railroad Valley in Nye County,Nev

305、ada,USA.TheCompany has conducted various sampling programs on the claims and has determined that no economically recoverable quantities oflithium or other critical battery materials are present.As of the date of this report,the Company no longer holds Placer mining claimsin the Panamint mining distr

306、ict of southern California.Item 3.Legal Proceedings On August 22,2022,John Lukrich,former Chief of Staff at the Company,filed a complaint against the Company in California statecourt.The Company removed the action to federal court on diversity grounds,and the case is now pending in the United States

307、District Court for the Northern District of California,Case No.3:22-cv-06690.Lukrich asserts claims for:(1)Breach of Contract;(2)Failure to Timely Pay Wages;and(3)Violation of Labor Code Section 925,all related to his previous employment and associatedcompensation.Lukrich seeks general damages to re

308、cover the compensation he alleges is owed to him,declaratory relief related to theterms of his Offer Letter,attorneys fees,and costs.On November 7,2022,the Company filed its answer to the complaint denying theallegations and demanding a jury trial.Discovery is ongoing,and there have been no further

309、material actions in the case since thefiling of the Companys answer.The Company believes the claims are without merit and intends to vigorously contest the allegationsin the complaint.On November 22,2022,Peter Schultz,individually and as trustee of the Sunshine and Rain Asset Management Irrevocable

310、Trust(collectively,“Plaintiffs”),filed a complaint against the Company and Action Stock Transfer Company,Inc,in the United StatesDistrict Court for the District of Nevada,Case No.2:22-cv-01965,alleging claims against the Company for(1)Violation of Duty toRegister Certificated shares under NRS 104-84

311、01 et seq.;(2)Breach of Contract;(3)Conversion;(4)Breach of the Implied Covenantof Good Faith and Fair Dealing;and(5)Injunctive Relief.Based on the complaint,this action relates to certain consultingagreements entered into by and between the Company and Plaintiffs.Plaintiffs sought,inter alia,compen

312、satory damages in excess of$75,000 according to proof,punitive damages,a permanent injunction directed the Company to register certain shares,and attorneysfees and costs.The parties entered into a settlement agreement,agreeing to dismiss the case,without monetary compensation orattorneys fees,and th

313、e Company agreed that shares previously issued to Plaintiffs are eligible for removal of the restrictive legend.On July 11,2023,an Order Granting Stipulation of Dismissal with Prejudice was filed with the court.On July 27,2023,the U.S.Department of Labor Occupational Safety and Health Administration

314、(“OSHA”)notified the Companythat Kimberly Eckert,former Chief Financial Officer,filed a complaint with case number 201018556 against the Company,allegingunlawful retaliation.Ms.Eckert alleges that she was unlawfully terminated by the Company.Specifically,Ms.Eckert alleges that theCompanys board of d

315、irectors terminated her in retaliation for complaining about other officers of the Company allegedlywithholding financial information from her.The Company served its response to the complaint on August 16,2023,in order toprovide OSHA with a written account of the facts and a statement of the Company

316、s position.The Company believes the claims arewithout merit and intends to vigorously contest the allegations in the complaint.Item 4.Mine Safety Disclosures Our company is engaged in exploration activities that currently do not require a Mine Safety and Health Administration ID.Weemploy Best Manage

317、ment Practices in regard to our employee and contractors safety.20 2025/2/12 02:59sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htmhttps:/www.sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htm27/80 PART II Item 5.Market for Common Equity and Related Stockholder Mat

318、ters Market Information As of September 21,2023,our shares of common stock are traded under the symbol“ABAT”on the Nasdaq Capital Market.“Thetransfer agent and registrar for our common stock is Securities Transfer Corporation,2901 N.Dallas Parkway,Suite 380,Plano,Texas 75093.On September 26,2023,the

319、 closing price of our Common Stock as reported by Nasdaq Capital Market was$9.18 per share.Holders As of September 26,2023,we had approximately 150 shareholders of record,including our directors and officers.Dividends We have never declared or paid any cash dividends on our common stock.We currently

320、 intend to retain all available funds and anyfuture earnings to support our operations and finance the growth and development of our business.We do not intend to pay cashdividends on our common stock for the foreseeable future.Any future determination related to the Companys dividend policy will bem

321、ade at the discretion of our Board of Directors.Stock Awards,Warrants and Rights As of June 30,2023,the Company has 7,465,736 potentially issuable shares of common stock pursuant to the dilutive factors listedbelow:5,729,360 shares of common stock issuable upon exercise of warrants with a weighted-a

322、verage exercise price of$14.53per share;and 1,736,376 unvested restricted share awards issued under the Companys 2021 Retention Plan(“the Retention Plan”Recent Sales of Unregistered Securities None.Purchases of Equity Securities by the Issuer and“Affiliated Purchasers”We did not purchase any shares

323、of our common stock or other securities during the year ended June 30,2023.21 2025/2/12 02:59sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htmhttps:/www.sec.gov/Archives/edgar/data/1576873/000149315223034467/form10-k.htm28/80 ITEM 6.Reserved.ITEM 7.MANAGEMENTS DISCUSSION AND ANALYS

324、IS OF FINANCIAL CONDITIONS AND RESULTS OFOPERATIONS.Forward-Looking Statements You should read the following discussion of our financial condition and results of operations in conjunction with the consolidatedfinancial statements and the notes thereto included elsewhere in this Form 10-K.The informa

325、tion in this discussion contains forward-looking statements and information within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.These forward-looking statements include,but are not limited to,statements concerning our strategy,future operations,futurefinancial

326、 position,future revenues,projected costs,prospects and plans and objectives of management.The words“anticipates,”“believes,”“estimates,”“expects,”“intends,”“may,”“plans,”“projects,”“will,”“would”and similar expressions are intendedto identify forward-looking statements,although not all forward-look

327、ing statements contain these identifying words.We may notactually achieve the plans,intentions,or expectations disclosed in our forward-looking statements and you should not place unduereliance on our forward-looking statements.Actual results or events could differ materially from the plans,intentio

328、ns andexpectations disclosed in the forward-looking statements that we make.These forward-looking statements involve risks anduncertainties that could cause our actual results to differ materially from those in the forward-looking statements,including,withoutlimitation,the risks set forth in our fil

329、ings with the SEC.The forward-looking statements are applicable only as of the date on whichthey are made,and we do not assume any obligation to update any forward-looking statements except as required by applicablesecurities laws.Overview American Battery Technology Company(the“Company”)is a new en

330、trant in the lithiumion battery industry that is working toincrease the domestic US production of battery materials,such as lithium,nickel,cobalt,and manganese through its exploration ofnew primary resources of battery metals,development and commercialization of new technologies for the extraction o

331、f these batterymetals from primary resources,and commercialization of an internally developed integrated process for the recycling of lithiumionbatteries.Through this threepronged approach the Company is working to both increase the domestic production of these batterymaterials,and to ensure spent b

332、atteries have their elemental battery metals returned to the domestic manufacturing supply chain in aneconomical,environmentally-conscious,closedloop fashion.To implement this business strategy,the Company is currently constructing and commissioning its first integrated lithiumion batteryrecycling f

333、acility,which will take in waste and endoflife battery materials from the electric vehicle,stationary storage,andconsumer electronics industries.The construction,commissioning,and operation of this facility are of the highest priority to theCompany,and as such it has significantly increased the resources devoted to its execution including the further internal hiring oftechnical staff,expansion of