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What changed in AMERICAN BATTERY TECHNOLOGY Co's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of AMERICAN BATTERY TECHNOLOGY Co's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+263 added−274 removedSource: 10-K (2025-09-18) vs 10-K (2024-09-23)

Top changes in AMERICAN BATTERY TECHNOLOGY Co's 2025 10-K

263 paragraphs added · 274 removed · 149 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeItem 1. Business Introduction American Battery Technology Company (the “Company”, “we” and “us”) is a technology development and commercialization company in the battery materials sector of the lithium-ion battery industry. The Company is working to increase the domestic US production of critical battery metals.
Biggest changeBusiness Introduction American Battery Technology Company (the “Company”, “ABTC”, “we” and “us”) is an integrated critical battery materials company in the lithium-ion battery industry that is working to increase the domestic U.S. production of critical battery materials, such as lithium, nickel, cobalt, and manganese through its engagement in the exploration of new primary resources of battery metals, the development and commercialization of new technologies for the extraction of these battery metals from primary resources, and the commercialization of an internally developed integrated process for the recycling of lithium-ion batteries.
Hard rock sources of lithium are typically found in spodumene pegmatite deposits (such as those in Western Australia) and are mined using conventional mining and processing techniques. Extraction of lithium from claystone resources is a relatively new technique with various extraction technologies currently under development. 5 Nickel: Primary nickel is mined from both surface and underground operations.
Hard rock sources of lithium are typically found in spodumene pegmatite deposits (such as those in Western Australia) and are mined using conventional mining and processing techniques. Extraction of lithium from claystone resources is a relatively new technique with various extraction technologies currently under development. Nickel: Primary nickel is mined from both surface and underground operations.
The Company’s process to extract each of the battery components enables the Company to extract additional value from the same amount of feedstock to enable low-cost and low-environmental operations. Primary producers of lithium, nickel, cobalt, and manganese are distributed globally. Lithium production is largely located in the Americas, Australia, and Asia.
The Company’s process to extract each of the battery components enables the Company to extract additional value from the same amount of feedstock to enable low-cost and low-environmental operations. 7 Primary producers of lithium, nickel, cobalt, and manganese are distributed globally. Lithium production is largely located in the Americas, Australia, and Asia.
This, in turn, is driving significant demand for battery materials such as lithium, cobalt, nickel, and manganese. Lithium-ion batteries are designed in a variety of form-factors and chemistries. Current cell-level form-factors utilized are primarily cylindrical, prismatic, and pouch geometries.
This, in turn, is driving significant increases in demand for battery materials such as lithium, cobalt, nickel, and manganese. Lithium-ion batteries are designed in a variety of form-factors and chemistries. Current cell-level form-factors utilized are primarily cylindrical, prismatic, and pouch geometries.
Competing recycling processes and facilities are primarily located in the United States, Europe, and China and employ various techniques for extraction of the contained battery metals. In general, processers that employ high-temperature thermal processes or shredding/solvent extraction techniques focus on the recovery of nickel and cobalt, with limited ability to recover lithium, manganese, or other metals.
Competing recycling processes and facilities are primarily located in the United States, Europe, South Korea, and China and employ various techniques for extraction of the contained battery metals. In general, processers that employ high-temperature thermal processes or shredding/solvent extraction techniques focus on the recovery of nickel and cobalt, with limited ability to recover lithium, manganese, or other metals.
BASF is one of the largest high-energy density cathode manufacturing companies in the US and one of the largest global purchasers of lithium-ion battery metal materials. The challenge was developed to encourage new, innovative technologies for the recycling of large-format lithium-ion batteries, with a goal to establish and develop a circular economy in the battery supply chain.
BASF is one of the largest high-energy density cathode manufacturing companies in the US and most significant global purchasers of lithium-ion battery metal materials. The challenge was developed to encourage new, innovative technologies for the recycling of large-format lithium-ion batteries, with a goal to establish and develop a circular economy in the battery supply chain.
The grant provided partial funding for the development of a multi-tons per day processing facility to implement its lithium refining technology at pilot facility scale which was commissioned in the fourth quarter of fiscal year 2024. Competition Primary lithium production is concentrated in the Americas, Australia, and Asia.
The grant provided partial funding for the development of a multi-tonnes per day processing facility to implement its lithium refining technology at pilot facility scale which was commissioned in the fourth quarter of fiscal year 2024. Competition Primary lithium production is concentrated in the Americas, Australia, and Asia.
The Company and BASF continue to explore several avenues of collaboration to accelerate the commercialization of the Company’s lithium-ion battery recycling technology. In October 2021, the Company, as a co-grantee, received a competitively bid $2 million contract award from the US Advanced Battery Consortium (“USABC”).
The Company and BASF continue to explore several avenues of collaboration to accelerate the commercialization of the Company’s lithium-ion battery recycling technology. In October 2021, the Company, received a competitively bid $2 million contract award from the US Advanced Battery Consortium (“USABC”).
The Company is commissioning its novel recycling plant for recycling lithium-ion batteries in McCarran, Nevada. Company History The Company was incorporated as Oroplata Resources, Inc. under the laws of the State of Nevada on October 6, 2011, for the purpose of acquiring rights to mineral properties with the eventual objective of being a producing mineral company.
The Company’s recycling plant for recycling lithium-ion batteries is in McCarran, Nevada. Company History The Company was incorporated as Oroplata Resources, Inc. under the laws of the State of Nevada on October 6, 2011, for the purpose of acquiring rights to mineral properties with the eventual objective of being a producing mineral company.
Concentration of supply from the Democratic Republic of Congo has given rise to significant environmental, social, and governance (“ESG”) concerns over the supply of primary cobalt resources. Manganese: Manganese is typically mined from open pit surface mines using traditional mining and processing techniques.
Concentration of supply from the Democratic Republic of Congo has given rise to significant concerns over the supply of primary cobalt resources. Manganese: Manganese is typically mined from open pit surface mines using traditional mining and processing techniques.
Battery material providers can be classified into two categories: primary producers who explore for and extract virgin resources, and secondary producers who extract minerals from scrap and end-of-life products for re-sale into the lithium-ion battery supply chain. The Company intends to operate in both categories of the battery material supply segment, which is discussed in greater detail below.
Battery material providers can be classified into two categories: primary producers who explore for and extract virgin resources, and secondary producers who extract minerals from scrap and end-of-life products for re-sale into the lithium-ion battery supply chain. ABTC operates in both categories of the battery material supply segment, which is discussed in greater detail below.
However, the quality and value of the black mass is highly variable based on the chemistry of the battery that is being processed and the amount of remaining impurities in the material. Metal refiners are developing processes to extract battery-grade materials from the various forms of black mass. The market, and thus pricing, for black mass is still developing.
However, the quality and value of the black mass is highly variable based on the chemistry of the battery that is being processed and the amount of remaining impurities in the material. Metal refiners are developing processes to extract battery-grade materials from the various forms of black mass.
The lithium that is ultimately used by cathode manufacturers 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 based on product quality and reliability of supply. Employees As of September 15, 2024, the Company had 96 full-time and 2 part-time employees.
The lithium that is ultimately used by cathode manufacturers is required to meet stringent specifications, whether that mineral is sourced from a primary or a secondary resource. Thus, the competition in these markets is largely based on product quality and reliability of supply. Employees As of September 15, 2025, the Company had 157 full-time and 6 part-time employees.
Both techniques process the feedstock batteries into an intermediate compound, a metal matte or black mass, which is then further processed through a refining process to extract the constituent metals. Both processes mainly focus on the recovery of nickel and cobalt. The majority of these operations are located in China and South Korea.
Both techniques process the feedstock batteries into an intermediate compound, a metal matte or black mass, which is then further processed through a refining process to extract the constituent metals. Both processes mainly focus on the recovery of nickel and cobalt.
Through this three-pronged approach we are working to both increase the domestic production of these battery materials through the acquisition and exploration of mining claims and to ensure that these constituent elemental metals are returned to the domestic manufacturing supply chain in a closed-loop fashion.
Through this three-pronged approach the Company is working to both increase the domestic production of these battery materials and to ensure that as these materials reach their end of lives, the constituent elemental battery metals are returned to the domestic manufacturing supply chain in a closed-loop fashion.
Cell manufacturing is also currently concentrated in Asia, with China accounting for over 75% of global cell manufacturing capacity. The OEM segment is the final step to manufacturing any end-use product containing lithium-ion batteries.
Cell manufacturing is also currently concentrated in Asia, with China accounting for over 70 % of global cell manufacturing capacity. 4 The OEM segment is the final step to manufacturing any end-use product containing lithium-ion batteries. OEM manufacturing capacity for electric vehicles, stationary storage, and consumer electronics is distributed globally.
The Company’s in-house developed extraction technologies do not require the inefficient evaporation ponds associated with conventional lithium-from-brine mining. Our extraction process utilizes a selective leaching process for the low-cost extraction of lithium from claystone sedimentary resources that allows for significantly lower consumption of acid, lower levels of contaminants in the generated leach liquor, and lower overall costs of production.
Our extraction process utilizes a selective leaching process for the low-cost extraction of lithium from claystone sedimentary resources that allows for significantly lower consumption of acid, lower levels of contaminants in the generated leach liquor, and lower overall costs of production.
Additionally, the solvents used in the extraction process have adverse environmental impacts and significantly increase the costs associated with the recycling process. The black mass resulting from the recycling process has become a readily tradable commodity.
The high level of impurities in the black mass resulting from the shredding/grinding process makes the recovery of battery grade materials challenging. Additionally, the solvents used in the extraction process can have adverse environmental impacts and significantly increase the costs associated with the recycling process. The black mass resulting from the recycling process has become a readily tradable commodity.
The commodities and specialty chemicals that are ultimately used by cathode manufacturers are required to meet stringent specifications, whether that mineral is sourced from a primary or a secondary resource.
The commodities and specialty chemicals that are ultimately used by cathode manufacturers are required to meet stringent specifications, whether that mineral is sourced from a primary or a secondary resource. Thus, the competition in these markets is largely based on product quality and reliability of supply.
High temperature thermal processes account for the majority of current recycling operations. Batteries are placed into high-temperature furnaces and melted. A number of the key battery materials are lost in the high temperature processing and smelting phase, including lithium, graphite, and aluminum. The remaining metal matte is then processed through a hydrometallurgical refining process.
The majority of these operations are located in China and South Korea. 5 High temperature thermal processes account for the majority of current recycling operations. Batteries are placed into high-temperature furnaces and melted. A number of the key battery materials are lost in the high temperature processing and smelting phase, including lithium, graphite, and aluminum.
Competition The Company expects to recover several types of byproducts as well as battery cathode grade lithium, nickel, cobalt, and manganese products through its recycling process and will compete with two categories of producers of these commodities: competing recycling processers and facilities and primary producers of the battery materials.
The demonstration of the entire closed-loop battery manufacturing supply chain within a single project is meant to foster the establishment of a domestic low-cost and low-environmental impact battery recycling infrastructure Competition The Company expects to recover several types of byproducts as well as battery cathode grade lithium, nickel, cobalt, and manganese products through its recycling process and will compete with two categories of producers of these commodities: competing recycling processers and facilities and primary producers of the battery materials.
The high temperature processing can present challenges to refining the metal matte from this process into products that meet the high purity specifications required for battery cathode manufacturing. Further, the process is energy intensive and causes substantial air and water pollution. The mechanical crushing/simple hydrometallurgy approach involves placing batteries into large shredding/grinding machines.
The remaining metal matte is then processed through a refining process. The high temperature processing can present challenges to refining the metal matte from this process into products that meet the high purity specifications required for battery cathode manufacturing. Further, the process is energy intensive and can cause substantial air and water pollution.
These chemistries are expected to evolve based on the development of new technologies and the availability, cost, and life-cycle environmental footprint of required minerals. 4 The current manufacturing supply chain for lithium-ion batteries is segmented and is organized into sub-industries that operate in a closed-loop fashion: ● battery material providers, ● chemical refiners, ● cell manufacturers, and ● end-use product (electric vehicle, stationary storage, consumer electronics, etc.) manufacturers.
The current manufacturing supply chain for lithium-ion batteries is segmented and is organized into sub-industries that are moving towards operating in a closed-loop fashion: ● battery material providers, ● chemical refiners, ● cell manufacturers, and ● manufacturers of end-use product (electric vehicle, stationary storage, consumer electronics, etc.) manufacturers.
Competition will be based on the ability of producers, both primary and secondary, to deliver reliable quantities of materials that meet the specifications required in the battery manufacturing process, while maintaining cash costs that are below the marginal cost of supply. 6 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 wide range of form factors (packs, modules, cylindrical cells, prismatic cells, pouch cells, defect and intermediate waste cells, metal scraps, slurries, and powders) and of a wide range of cathode chemistries (lithiated cobalt oxide, lithiated nickel-cobalt-aluminum oxide, lithiated nickel-cobalt-manganese oxide, lithiated nickel-cobalt-manganese-aluminum oxide, lithiated nickel-oxide, and lithiated manganese-oxide) of various relative weighting of transition metals.
Our Business Lithium-Ion Battery Recycling ABTC has developed a universal lithium-ion battery recycling system that is capable of recycling batteries with both a wide range of form factors (packs, modules, cylindrical cells, prismatic cells, pouch cells, defect and intermediate waste cells, metal scraps, slurries, and powders) and of a wide range of cathode chemistries (lithiated cobalt oxide, lithiated nickel-cobalt-aluminum oxide, lithiated nickel-cobalt-manganese oxide, lithiated nickel-cobalt-manganese-aluminum oxide, lithiated nickel-oxide, and lithiated manganese-oxide) of various relative weighting of transition metals.
Thus, the competition in these markets will be based on product quality and reliability of supply. 7 Primary Resource Development & Refining The Company has been designing and optimizing our internally developed sustainable lithium extraction process for the manufacturing of battery cathode grade lithium hydroxide from Nevada-based sedimentary claystone primary resources.
Primary Resource Development & Refining In addition to its battery recycling operations, the Company has been designing and optimizing our internally developed sustainable lithium extraction process for the manufacturing of battery cathode grade lithium hydroxide from Nevada-based sedimentary claystone primary resources. (See Item 2. Properties for additional information).
Upon commissioning of Phase 2, the black mass produced in Phase 1 will be fed into a proprietary chemical extraction train to extract lithium, nickel, cobalt, and manganese elemental metals and upgrade them to the battery cathode grade specifications demanded by high energy density cathode manufacturers.
Upon commissioning of Phase 2, the black mass produced in Phase 1 will be fed into a proprietary chemical extraction train to extract lithium, nickel, cobalt, manganese and other products and upgrade them to the battery cathode grade specifications demanded by high energy density cathode manufacturers. 6 The Company has acquired and leveraged the experience of several members of its leadership and implementation teams who worked on the design, construction, commissioning, and optimization of one of the largest lithium-ion battery manufacturing giga factories in the world.
The resulting shredded material is then processed to produce a black mass. This resulting back mass is then processed through a bulk hydrometallurgical process designed to remove impurities and extract the high-value minerals. The high level of impurities in the black mass resulting from the shredding/grinding process makes the recovery of battery grade materials challenging.
The mechanical crushing/simple hydrometallurgy approach involves placing batteries into large shredding/grinding machines. The resulting shredded material is then processed to produce a black mass. This resulting back mass is then processed through a bulk hydrometallurgical process designed to remove impurities and extract the high-value minerals.
Industry Overview Lithium-ion batteries have become the rechargeable battery of choice in cell phones, computers, electric vehicles, and large scale electric stationary storage systems.
Industry Overview Lithium-ion batteries have become the rechargeable battery of choice in cell phones, computers, electric vehicles, and large scale electric stationary storage systems. The global market for lithium-ion batteries surpassed $100B in 2024 and is projected to exceed $250B by 2030, as there continues to be technology, regulatory, and social movement driving demand growth.
In parallel with the current exploration activities, the Company is designing and constructing a multi-ton per day pilot scale facility to process sedimentary resource from the project. This facility is intended to demonstrate the commercial viability of the Company’s extraction and refining processes. The Company will continue to analyze the economic competitiveness of the project throughout the demonstration phases.
This facility is intended to demonstrate the commercial viability of the Company’s extraction and refining processes. The Company will continue to analyze the economic competitiveness of the project throughout the demonstration phases. The Company’s in-house developed extraction technologies do not require the inefficient evaporation ponds associated with conventional lithium-from-brine mining.
Investment in battery material suppliers, both primary and secondary, and chemical refining capacity, has been far outpaced by investments in cell manufacturing and end-use OEMs, with anticipated battery production capacity forecasted to be roughly ten times the forecasted capacity for precursor metal refining.
Each segment of the lithium-ion battery supply chain has seen disparate quantities of investment, with those variations further pronounced with specific geographies. Investment in battery material suppliers, both primary and secondary, and chemical refining capacity, has been far outpaced by investments in cell manufacturing and end-use OEMs.
We are currently 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 proprietary extraction trials to characterize the resource and to quantify the performance of the lithium extraction and manufacturing operations.
The Company is currently conducting geological mapping, sampling, geochemical analysis, and proprietary extraction trials to characterize the resource and to quantify the performance of the lithium extraction and manufacturing operations. In parallel with the current exploration activities, the Company has designed, constructed, and is operating a multi-tonne per day integrated demonstration scale facility to process sedimentary resource from the project.
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To do so, we are engaged in (i) the exploration of new primary resources of battery metals, (ii) the development and commercialization of new technologies for the extraction and refining of these battery metals from primary resources, and (iii) the commercialization of an internally developed integrated process for the recycling of lithium-ion batteries for the recovery of battery materials.
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These chemistries are expected to evolve based on the development of new technologies and the availability, cost, and life-cycle environmental footprint of required minerals.
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Global production capacity of lithium-ion batteries was approximately 1,570 gigawatt hours per year (“GWh/yr”) at the end of 2023 and is forecasted to grow to approximately 6,790 GWh/yr by 2031, primarily driven by demand for electric vehicles. There continues to be long-term regulatory and social movement driving demand growth for electric vehicles and large-format energy storage systems.
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Competition will be based on the ability of producers, both primary and secondary, to deliver reliable quantities of materials that meet the specifications required in the battery manufacturing process, while maintaining cash costs that are below the marginal cost of supply.
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OEM manufacturing capacity for electric vehicles, stationary storage, and consumer electronics is distributed globally and is expected to increase more than 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 further pronounced with specific geographies.
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The commissioning of Phase 1 occurred in the fourth quarter of fiscal year 2024 and the commissioning of Phase 2 is expected to occur in fiscal year 2025.
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The Company has acquired and leveraged the experience of several members of its leadership and implementation teams who worked on the design, construction, commissioning, and optimization of one of the largest lithium-ion battery manufacturing giga factories in the world.
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The demonstration of the entire closed-loop battery manufacturing supply chain within a single project is meant to foster the establishment of a domestic low-cost and low-environmental impact battery recycling infrastructure.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThere can be no assurance that as we commence large scale manufacturing or operations that we will not incur unexpected costs or hurdles that might restrict the desired scale of our intended operations or negatively impact our projected gross profit margin. 9 Share Price Risks The market price of the stock of a publicly traded company is affected by a number of variables, many of which are outside the Company’s control.
Biggest changeThe uniqueness of our process presents potential risks associated with scaling an unproven business model, and there can be no assurance that as we advance large-scale manufacturing and operations, we will not encounter unexpected costs or hurdles that could restrict our intended scale or negatively impact projected gross profit margins. 11 The Company is in the process of exploring and developing a mineral resource near Tonopah, Nevada, with the intent of progressing the project to mining and processing activities.
Insurance Risks While the Company maintains insurance to protect against certain risks associated with its business, insurance may not be available to insure against all risks, or the costs of such insurance may be uneconomic. The Company may also elect not to obtain insurance for other reasons.
While the Company maintains insurance to protect against certain risks associated with its business, insurance may not be available to insure against all risks, or the costs of such insurance may be uneconomic. The Company may also elect not to obtain insurance for other reasons.
Information Technology and Cybersecurity Risks Threats to information technology systems associated with cybersecurity risks and cyber incidents or attacks continue to grow and evolve in terms of severity and sophistication, particularly with the increase in remote work that began during the COVID-19 pandemic.
Threats to information technology systems associated with cybersecurity risks and cyber incidents or attacks continue to grow and evolve in terms of severity and sophistication, particularly with the increase in remote work that began during the COVID-19 pandemic.
If the Tonopah project advances, the Company is and will continue to be subject to all risks inherent with establishing new mining operations including: the time and costs of construction of mining and processing facilities and related infrastructure; the availability and costs of skilled labor and mining equipment and supplies; the need to obtain necessary environmental and other governmental approvals, licenses and permits, and the timing of the receipt of those approvals, licenses and permits; the availability of funds to finance construction and development activities; potential opposition from non-governmental organizations, indigenous peoples, environmental groups or local groups which may delay or prevent development activities; and potential increases in construction and operating costs due to various factors, including changes in the costs of fuel, power, labor, contractors, materials, supplies and equipment.
If the Tonopah Flats project advances, the Company is and will continue to be subject to all risks inherent with establishing new mining operations including: the time and costs of construction of mining and processing facilities and related infrastructure; the availability and costs of skilled labor and mining equipment and supplies; the need to obtain necessary environmental and other governmental approvals, licenses and permits, and the timing of the receipt of those approvals, licenses and permits; the availability of funds to finance construction and development activities; potential opposition from non-governmental organizations, indigenous peoples, environmental groups or local groups which may delay or prevent development activities; and potential increases in construction and operating costs due to various factors, including changes in the costs of fuel, power, labor, contractors, materials, supplies and equipment.
Risk of Hazardous Substances We may be held responsible for the costs of remediating contamination at the site of current or former activities or at third party sites or be held liable to third parties for exposure to hazardous substances should those be identified in the future. Under the U.S.
We may be held responsible for the costs of remediating contamination at the site of current or former activities or at third party sites or be held liable to third parties for exposure to hazardous substances should those be identified in the future. Under the U.S.
Risks of Legal Proceedings The Company may be subject to a variety of regulatory requirements, and resulting investigations, claims, lawsuits and other proceedings in the ordinary course of its business, as a result of its status as a publicly traded company and because of its mining exploration and development business.
The Company may be subject to a variety of regulatory requirements, and resulting investigations, claims, lawsuits and other proceedings in the ordinary course of its business, as a result of its status as a publicly traded company and because of its mining exploration and development business.
Permitting Risks Our operations in the United States are subject to the federal, state and local environmental, health and safety laws applicable to the reclamation of lithium-ion batteries and exploration for, and the development and operation of, mineral properties.
Our operations in the United States are subject to the federal, state and local environmental, health and safety laws applicable to the reclamation of lithium-ion batteries and exploration for, and the development and operation of, mineral properties.
Talent Risk The Company highly values the contributions of its key personnel. The success of the Company continues to depend largely upon the performance of key officers, employees and consultants who have advanced the Company to its current stage of development and contributed to its potential for future growth.
The success of the Company continues to depend largely upon the performance of key officers, employees and consultants who have advanced the Company to its current stage of development and contributed to its potential for future growth.
Product Price and Quality Risks The ability to reach and sustain profitable operations on the recycling and extraction projects, if and to the extent the projects are developed and enter full commercial operation, will be significantly affected by changes in the market price of lithium-based end products.
The ability to reach and sustain profitable operations on the recycling and extraction projects, if and to the extent the projects are developed and enter full commercial operation, will be significantly affected by changes in the market price of global metal products.
The Company’s ability to successfully manage each of these processes will depend on a number of factors, including its ability to manage competing demands on time and other resources, financial or otherwise, and successfully retain personnel and recruit new personnel to support its growth and the advancement of its projects. Risks Relating to the U.S.
The Company’s ability to successfully manage each of these processes will depend on a number of factors, including its ability to manage competing demands on time and other resources, financial or otherwise, and successfully retain personnel and recruit new personnel to support its growth and the advancement of its projects. 14 The Company highly values the contributions of its key personnel.
Litigation related to environmental and climate change-related matters, ESG disclosure, and securities class actions arising from share price volatility is also on the rise.
Litigation related to environmental and climate change-related matters, the Company’s environmental practices, the environmental benefits of the Company’s products or services, ESG disclosure, and securities class actions arising from share price volatility is also on the rise.
To the extent that these factors arise in the market for lithium, it could have a negative impact on overall prospects for growth of the lithium market and pricing, which in turn could have a negative effect on the Company and its projects.
To the extent that these factors arise in the market for lithium, it could have a negative impact on overall prospects for growth of the lithium market and pricing, which in turn could have a negative effect on the Company and its projects. We depend on the skills and experience of our senior management team and key employees.
If such financing is not available on satisfactory terms, we may be unable to further pursue our business plan and we may be unable to continue operations, in which case you may lose your entire investment.
However, there can be no guarantees that such funds will be available on commercially reasonable terms, if at all. If such financing is not available on satisfactory terms, we may be unable to further pursue our business plan and we may be unable to continue operations, in which case you may lose your entire investment.
Estimation is by its very nature a subjective process, which is based on the quality and quantity of available data, engineering assumptions, geological interpretation and judgements used in the engineering and estimation processes.
The estimation of Mineral Resources and Mineral Reserves carries with it many inherent uncertainties, of which many are outside the control of the Company. Estimation is by its very nature a subjective process, which is based on the quality and quantity of available data, engineering assumptions, geological interpretation and judgements used in the engineering and estimation processes.
Estimated tonnages and grades may not be achieved if the projects are brought into production; differences in grades and tonnage could be material; and, estimated levels of recovery may not be realized. The estimation of Mineral Resources and Mineral Reserves carries with it many inherent uncertainties, of which many are outside the control of the Company.
Mineral Resources and Mineral Reserves figures are estimates only. Estimated tonnages and grades may not be achieved if the projects are brought into production; differences in grades and tonnage could be material; and, estimated levels of recovery may not be realized.
Comprehensive Environmental Response, 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 property, in addition to, among other potential consequences, liability to governmental entities for the cost of damages to natural resources, which may be significant. 12 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 federal securities laws, rules and regulations.
Comprehensive Environmental Response, 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 property, in addition to, among other potential consequences, liability to governmental entities for the cost of damages to natural resources, which may be significant. 13 Our operations are subject to development and execution risks, as well as potential limitations in obtaining applicable permits and obtaining or maintaining insurance coverage.
The Company strives to implement comprehensive health and safety measures designed to comply with government regulations and protect the health and safety of the Company’s workforce in all areas of its business. The Company also strives to comply with environmental regulations in its operations.
The Company’s operations are subject to all the hazards and risks normally incidental to the exploration for, and the development and operation of, mineral properties. The Company strives to implement comprehensive health and safety measures designed to comply with government regulations and protect the health and safety of the Company’s workforce in all areas of its business.
Risks associated with upgrading the Tonopah project to a higher confidence category include the accuracy of fault 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 pit optimization to define the resource which can potentially affect resource cut-off grades, and the large fluctuations in commodity prices which can potentially affect resource cut-off grades.
Risks associated with upgrading the Tonopah project to a higher confidence category include the accuracy of fault 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 pit optimization to define the resource which can potentially affect resource cut-off grades, and the large fluctuations in commodity prices which can potentially affect resource cut-off grades. 16 There is no assurance that economically recoverable mineral reserves exist on our properties, and even if reserves are identified, exploration and development risks could prevent their extraction or the generation of revenue, adversely affecting our business and operations.
There is the risk that existing permits will be subject to challenges of regulatory administrative processes and similar litigation and appeal processes. Litigation and regulatory review processes can result in lengthy delays, with uncertain outcomes.
There is the risk that existing permits will be subject to challenges of regulatory administrative processes and similar litigation and appeal processes. Litigation and regulatory review processes can result in lengthy delays, with uncertain outcomes. Such issues could impact the expected timelines of the Company’s projects and consequently have a material adverse effect on the Company’s prospects and business.
These uncertainties cause substantial doubt about the Company’s ability to continue as a going concern for 12 months from issuance of these financial statements.
These uncertainties cause substantial doubt about the Company’s ability to continue as a going concern for 12 months from issuance of the financial statements included in this Form 10-K. In their report on our financial statements included in this Form 10-K, our independent auditors have expressed substantial doubt about our ability to continue as a going concern.
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.
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. Compliance with the regulatory requirements applicable to U.S. domestic issuers is expected to require considerable time, cost, and resources.
We do not know with certainty that economically recoverable minerals exist on our properties. In addition, the quantity of any reserves may vary depending on commodity prices. Any material change in the quantity or grade of reserves may affect the economic viability of our properties.
Even if we confirm reserves on our properties, any quantity or grade of reserves we indicate must be considered as estimates only until such reserves are mined. We do not know with certainty that economically recoverable minerals exist on our properties. In addition, the quantity of any reserves may vary depending on commodity prices.
We are subject to review and audit by U.S. federal, state, local tax authorities. Tax authorities may disagree with or challenge tax positions we take, which if successful could harm our business.
Tax authorities may disagree with or challenge tax positions we take, which if successful could harm our business.
Further, our lack of established reserves means that we are uncertain about our ability to generate revenue from our operations. Even if we do eventually discover a mineral reserve on one or more of our properties, there can be no assurance that they can be developed into producing mines and that we can extract those minerals.
Even if we do eventually discover a mineral reserve on one or more of our properties, there can be no assurance that they can be developed into producing mines and that we can extract those minerals. Both mineral exploration and development involve a high degree of risk, and few mineral properties that are explored are ultimately developed into producing mines.
Complying with these laws and regulations requires more time and attention of our Board of Directors and management and requires additional employees compared to a privately-held 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 federal securities laws, rules and regulations. Complying with these laws and regulations requires more time and attention of our Board of Directors and management and requires additional employees compared to a privately-held company.
This in turn could have a material adverse effect on the Company’s business and operations. Going Concern Risk The continuation of the Company as a going concern is dependent upon generating profit from its operations and its ability to obtain debt or equity financing to meet expected cash requirements.
Risks Relating to Our Business There is substantial doubt about our ability to continue as a going concern and to achieve or sustain profitability. The continuation of the Company as a going concern is dependent upon generating profit from its operations and its ability to obtain debt or equity financing to meet expected cash requirements.
Work to advance these projects requires the dedication of considerable time and resources by the Company and its management team. The advancement of the projects concurrently brings with it the associated risk of strains on managerial, human and other resources.
The advancement of the projects concurrently brings with it the associated risk of strains on managerial, human and other resources.
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 to U.S. federal income tax laws have been proposed and made, and additional changes to U.S. federal income tax laws are likely to continue to occur in the future.
In recent years, many changes to U.S. federal income tax laws have been proposed and made, and additional changes to U.S. federal income tax laws are likely to continue to occur in the future. We are subject to review and audit by U.S. federal, state, local tax authorities.
We intend to seek additional funds through various financing sources, including the private sale of our equity and debt securities, potential joint ventures with capital partners, grants, government loans, and project financing of our recycling facilities. However, there can be no guarantees that such funds will be available on commercially reasonable terms, if at all.
We may also require capital in order to fully develop our recycling, extraction and refining operations. We intend to seek additional funds through various financing sources, including the private sale of our equity and debt securities, potential joint ventures with capital partners, grants, government loans, and project financing of our recycling facilities.
It is common in new mining operations to experience unexpected costs, problems and delays during construction, commissioning and mine start-up, as well as delays in the early stages of mineral production. The Company is concurrently overseeing the advancement of our major lithium projects.
It is common in new mining operations to experience unexpected costs, problems and delays during construction, commissioning and mine start-up, as well as delays in the early stages of mineral production. Our ability to source, recover, and recycle lithium-ion battery materials in an economical and efficient manner may be limited, which could affect our ability to meet market demand.
Because the probability of an individual prospect ever having reserves is uncertain, our properties may not contain any reserves and any funds spent on evaluation and exploration may be lost. Even if we confirm reserves on our properties, any quantity or grade of reserves we indicate must be considered as estimates only until such reserves are mined.
We cannot assure you about the existence of economically extractable mineralization at this time, nor about the quantity or grade of any mineralization we may have found. Because the probability of an individual prospect ever having reserves is uncertain, our properties may not contain any reserves and any funds spent on evaluation and exploration may be lost.
We are subject to all risks incident to an emerging company. Working Capital Risks We will need additional financing to execute our business plan and fund operations, which additional financing may not be available on reasonable terms or at all.
We may need additional financing to execute our business plan and fund operations, which additional financing may not be available on reasonable terms or at all. We may need to raise capital over the next 12 months to satisfy such requirements, the receipt of which cannot be assured.
If actual results differ from Company estimates, additional charges for asset impairments may be required in the future. If impairment charges are significant, our financial results could be negatively affected. 14 Mineral Resource and Mineral Reserve Estimation Risks Mineral Resources and Mineral Reserves figures are estimates only.
The projection of future cash flows used in this analysis requires the use of judgment and a number of estimates and projections of future operating results. If actual results differ from Company estimates, additional charges for asset impairments may be required in the future. If impairment charges are significant, our financial results could be negatively affected. 19
Investors could suffer significant losses if the Company’s common stock is depressed or illiquid when an investor seeks liquidity. Market Risks The Company is exposed to commodity price movements for the inventory it holds and the products it plans to produce. Commodity price risk management activities are currently limited to monitoring market prices.
The Company is exposed to commodity price movements for the inventory it holds and the products it plans to produce. Commodity price risk management activities are currently limited to monitoring market prices. The Company’s future revenues, if any, are sensitive to the market prices of the metals contained in its planned products.
This would inhibit the potential for development of the projects, their potential commercial viability and would otherwise have a negative effect on the business and financial condition of the Company.
To the extent that such markets do not develop in the manner contemplated by the Company, then the long-term growth 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 effect on the business and financial condition of the Company.
An impairment charge may be required if the impairment analysis indicates that the carrying value of an asset exceeds the sum of the expected undiscounted cash flows of the asset. The projection of future cash flows used in this analysis requires the use of judgment and a number of estimates and projections of future operating results.
We make certain accounting estimates and projections in connection with our impairment analysis for long-lived assets in accordance with applicable accounting guidance. An impairment charge may be required if the impairment analysis indicates that the carrying value of an asset exceeds the sum of the expected undiscounted cash flows of the asset.
This includes lithium-ion batteries for electric vehicles and other large format batteries that currently have limited market share and whose projected adoption rates are not assured. To the extent that such markets do not develop in the manner contemplated by the Company, then the long-term growth in the market for lithium products will be adversely affected.
The Company’s projects are highly dependent on the demand for and uses of lithium-based end products. This includes lithium-ion batteries for electric vehicles, stationary energy storage systems, and other large format batteries that currently have limited market share and whose projected adoption rates are not assured.
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 high temperature calcinations or bulk acid dissolutions. We have developed a highly strategic recycling processing train that does not employ any high temperature operations or any bulk chemical treatments of the full battery.
While lithium-ion battery recycling is an established business, most existing processes rely on bulk high-temperature processes or bulk shredding techniques. In contrast, we have developed a highly strategic recycling processing train that avoids these non-selective treatments of the full battery. Having commenced commercial operations, we are continuing to ramp up and expand production capacity within our current facility.
If we are unable to do so, we may not be able to effectively compete in some of our markets. Risk of Failure to Comply with Covenants The Company has contractual arrangements that contain affirmative and negative covenants that must be adhered to.
Failure to comply with covenants in our debt agreements could result in default, acceleration of repayment obligations, or loss of collateral, which could materially adversely affect our business and operations. The Company has contractual arrangements that contain affirmative and negative covenants that must be adhered to.
Any failure to manage any of the foregoing areas efficiently and effectively would cause our business to suffer. 17 Risk of Failure of Internal Control Over Financial Reporting Our reporting obligations as a public company place a significant strain on our management, operational and financial resources and systems.
If we fail to remediate this weakness and establish effective controls, our business, operating results, and the market price of our shares could be materially adversely affected. Our reporting obligations as a public company place a significant strain on our management, operational and financial resources and systems.
In the future, the company may also be subject to foreign jurisdictions where tax law changes may pose a similar risk.
In the future, the company may also be subject to foreign jurisdictions where tax law changes may pose a similar risk. 17 If we fail to adequately protect our intellectual property, or if third parties assert claims of infringement against us, we could face significant costs, potential damages, and restrictions on our ability to use certain technologies.
However, losses from uninsured and underinsured liabilities have the potential to materially affect the Company’s financial position and prospects. Health and Safety Risks The Company carries a risk of liability related to workers’ health and safety.
However, losses from uninsured and underinsured liabilities have the potential to materially affect the Company’s financial position and prospects. Declines in demand, volatility in benchmark metal prices, or shifts in the quantity and composition of lithium-ion battery feedstock available to us could materially affect our costs, revenues, and results of operations.
Removed
Item 1A. Risk Factors An investment in the Company’s securities is subject to a number of risks at any given time. Below is a description of the principal risk factors affecting the Company.
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Item 1A. Risk Factors Investing in our securities involves a high degree of risk.
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The risk factors set out below are not exhaustive and unidentified risks may have potential to adversely affect the Company’s financial condition, operating results, business or future prospects. Investors should carefully consider these risk factors, many of which are beyond the Company’s control, together with other disclosures and market information before investing in the Company’s securities.
Added
Before making an investment decision, you should consider carefully the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, including our financial statements and related notes thereto included elsewhere in this Annual Report on Form 10-K and in our other filings with the SEC.
Removed
Pre-Commercialization Company Risks Because we have not yet achieved full commercialization, a company like ours is inherently subject to many risks.
Added
Our business, operating results, financial condition or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. If any of the risks actually occur, our business, operating results, financial condition and prospects could be adversely affected.
Removed
These risks and difficulties include (a) significant capital requirements and challenges with respect to obtaining financing until we can achieve full commercialization; (b) accumulated and continuing losses; (c) challenges in accurate financial planning; (d) uncertainties resulting from a relatively limited time period in which to develop and evaluate business strategies as compared to companies with longer operating histories; (e) cost and complexity of compliance with significant regulations in connection with our operations and products; (f) reliance on third parties for consulting, laboratory work, regulatory, commercialization or other activities; (g) reliance on third parties to carry out contractual arrangements; and (h) meeting the challenges of the other risk factors described herein.
Added
In that event, the market price of our common stock could decline, and you could lose part or all of your investment. References to “we,” “our,” or “us” generally refer to the Company, unless otherwise specified. Summary Risk Factors Risks Relating To Our Business Our business is subject to numerous risks and uncertainties.
Removed
We will need to raise capital over the next 12 months to satisfy such requirements, the receipt of which cannot be assured. We will also require capital in order to fully develop our recycling, extraction and refining operations.
Added
The following is a summary of the principal risks we face: ● There is substantial doubt about Company’s ability to continue as a going concern and to achieve or sustain profitability. ● We may require significant additional financing within the next 12 months to fund operations and develop our recycling, extraction, and refining facilities, but there is no assurance such capital will be available on acceptable terms, or at all, which could jeopardize our business plan and continued operations. ● We may face challenges in executing our growth strategy and effectively managing any expansion.
Removed
Risks of Competitive Industry Inherent to competitive industries, there are risks the Company may be unable to maintain or acquire financing, seek available opportunities, retain existing personnel or hire new personnel, or maintain or acquire technical or other resources, supplies or equipment, all on terms it considers acceptable to complete the development of its projects.
Added
Strategic transactions we pursue could be disruptive, result in shareholder dilution, or otherwise negatively impact our operations. ● Our ability to source, recover, and recycle lithium-ion battery materials in an economical and efficient manner may be limited, which could affect our ability to meet market demand. ● If we are unable to continue to operate our recycling facility and improve efficiency, our business could be materially harmed.
Removed
Battery recycling is a highly competitive and speculative business. Competing recycling processes and facilities are primarily located in the United States, Europe, and China and employ various techniques for extraction of the contained battery metals.
Added
Our operations depend on the continued performance and availability of our recycling facilities, as well as on securing sufficient feedstock. ● Our ability to achieve and sustain profitability depends heavily on volatile global metal prices—driven by global economic, political, and market factors as well as product quality and customer specifications—and unfavorable pricing could reduce revenues, hinder customer demand, and negatively impact our business value and share price. ● Safety concerns in handling lithium-ion batteries, changes in battery chemistry or technology, slower-than-expected adoption of electric vehicles or stationary energy storage batteries, or reduced government support for clean energy could all negatively impact our revenues and operating results. ● Our operations are subject to development and execution risks, as well as potential limitations in obtaining applicable permits and in obtaining or maintaining insurance coverage. 9 ● Declines in demand, volatility in benchmark metal prices, or shifts in the quantity and composition of lithium-ion battery feedstock available to us could materially affect our costs, revenues, and results of operations. ● We depend on the skills and experience of our senior management team and key employees.
Removed
In seeking available opportunities, we will compete with a number 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 processes and are farther along than the Company.
Added
The loss of any such personnel could have a material adverse effect on our business. ● We may be exposed to litigation, foreclosure, or regulatory actions, any of which could adversely affect our financial condition and results. ● Geopolitical competition over critical minerals and government policies aimed at securing domestic supply chains may restrict our ability to access certain markets, partners, or suppliers, which could increase costs and limit growth opportunities. ● Changes in international trade policies, tariffs, or trade disputes—particularly involving major lithium-producing countries—could disrupt supply chains, increase costs, or limit market access, materially impacting our operations and profitability. ● Changes in government policies or funding priorities for critical minerals could reduce or eliminate incentives, grants, or programs we rely on, adversely affecting our operations and growth. ● Export controls or trade restrictions on lithium, equipment, or technology could limit our market access, sourcing options, or partnerships, and create compliance conflicts across jurisdictions. ● Mineral Resources and Reserves are estimates subject to inherent uncertainties, including geological, engineering, and economic assumptions; actual tonnage, grades, recoveries, or costs may differ materially, which could adversely affect the Company’s operations and financial results. ● There is no assurance that economically recoverable mineral reserves exist on our properties, and even if reserves are identified, exploration and development risks could prevent their extraction or the generation of revenue, adversely affecting our business and operations. ● Evolving federal and state regulations on battery recycling and extended producer responsibility may create new compliance obligations, increase operating costs, or affect the economics of our recycling operations. ● Changes in income tax rates or laws, or disputes with tax authorities, could materially affect our results of operations and financial condition. ● If we fail to adequately protect our intellectual property, or if third parties assert claims of infringement against us, we could face significant costs, potential damages, and restrictions on our ability to use certain technologies. ● Despite mitigation measures, increasing cybersecurity threats and potential attacks could compromise our systems, disrupt operations, expose sensitive data, and materially and adversely impact the Company’s business.
Removed
Because we may not have the financial and managerial resources to compete with other companies, we may not be successful in our efforts to develop technology which is commercially viable. Business Model Risks We intend to engage in the business of lithium recycling through proprietary recycling technology.
Added
Risks Relating to Ownership of Our Securities ● We may issue additional equity securities in the future without seeking shareholder approval. Any such issuance could dilute existing ownership and potentially place downward pressure on the market price of our common shares.
Removed
We have tested our recycling process on a small scale and to a limited degree; however, there can be no assurance that we will be able to produce battery metals in commercial quantities at a cost of production that will provide us with an adequate profit margin.
Added
In addition, the interests of our directors and executive officers may not always align with those of other shareholders. 10 ● Our common shares have experienced, and may continue to experience significant volatility. We also do not currently anticipate paying dividends in the foreseeable future. ● We have identified a material weakness in our internal control over financial reporting (ICFR).
Removed
The uniqueness of our process presents 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 recycling commercial quantities.
Added
If we fail to remediate this weakness and establish effective controls, our business, operating results, and the market price of our shares could be materially adversely affected. ● Compliance with the regulatory requirements applicable to U.S. domestic issuers is expected to require considerable time, cost, and resources. ● We do not currently intend to pay dividends on our common shares and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common shares. ● Failure to comply with covenants in our debt agreements could result in default, acceleration of repayment obligations, or loss of collateral, which could materially adversely affect our business and operations. ● We may be required to record write-downs, impairments, restructurings, or other charges, any of which could materially and negatively impact our financial condition, operating results, and share value.
Removed
The Company’s future revenues, if any, are sensitive to the market prices of the metals contained in its planned products. The Company’s projects are highly dependent on the demand for and uses of lithium-based end products.
Added
We may require significant additional financing within the next 12 months to fund operations and develop our recycling, extraction, and refining facilities, but there is no assurance such capital will be available on acceptable terms, or at all, which could jeopardize our business plan and continued operations.
Removed
Project and Process Risks The processes contemplated by the Company for refining of extracted materials and refining of recycled materials have not previously been demonstrated at commercial scale. There are risks that efficiencies of recovery and throughput capacity will not be met, and risks that scaled production will not be cost effective or operate as expected.
Added
We may face challenges in executing our growth strategy and effectively managing any expansion. Strategic transactions we pursue could be disruptive, result in shareholder dilution, or otherwise negatively impact our operations. We are engaged in the business of lithium-ion battery recycling through proprietary recycling technology.
Removed
In addition, there is potential for unforeseen costs, additional changes to the process chemistry and engineering, and other unforeseen circumstances that could result in delays to the projects or increased capital or operating costs. 10 The Company is in the process of exploring and assessing a mineral resource in Tonopah, Nevada, with the intent of progressing the project to mining and processing activities.
Added
The success of our lithium-ion battery recycling operations is fundamentally dependent on our ability to secure adequate quantities of spent lithium-ion batteries and other feedstock materials of sufficient quality and at economically viable prices.
Removed
DOE Grant Programs The DOE’s invitation to enter into confirmatory due diligence and term sheet negotiations is not an assurance that DOE will offer a term sheet to the applicant, or that the terms and conditions of any term sheet will be consistent with the terms proposed by the applicant.
Added
The availability of feedstock is subject to numerous factors beyond our control, including the growth rate of stationary energy storage batteries, electric vehicle adoption, battery replacement cycles, consumer and commercial battery disposal practices, competition from other recycling facilities, and the development of alternative disposal or reuse methods for spent batteries.
Removed
The outcome of the Company’s application to the DOE for funding is wholly dependent on the results of DOE advanced due diligence and DOE’s determination whether to proceed, and there can be no assurances as to the outcome of such due diligence review, whether the DOE will determine to proceed and as to the terms and conditions of any term sheet that may be offered, if any.
Added
The quality and composition of feedstock can vary significantly depending on battery chemistry, age, usage patterns, and storage conditions prior to collection. Degraded, damaged, or contaminated feedstock may yield lower recovery rates of valuable materials, require additional processing steps, or result in higher operating costs, all of which could negatively impact our profitability.
Removed
Such issues could impact the expected timelines of the Company’s projects and consequently have a material adverse effect on the Company’s prospects and business. 11 Geopolitical Risks In recent years there has been a substantial increase in political tensions, which is particularly acute in respect to lithium.
Added
Additionally, the presence of foreign materials, different battery chemistries than expected, or hazardous contaminants in feedstock could disrupt our operations, require costly remediation, or pose safety and environmental risks. The feedstock market is still developing, and pricing mechanisms and supply contracts are not yet standardized across the industry.
Removed
Lithium has been identified as a ‘critical mineral’ in multiple jurisdictions and is the subject of increasingly active industrial policy. The Company does not believe this will result in a substantive adverse change to its business or operations. However, the Company does expect that over time it may limit our ability to undertake business opportunities with actors from non-Western countries.
Added
We may face increasing competition for feedstock from other recycling facilities, battery manufacturers seeking to secure their own supply chains, and international buyers, potentially driving up feedstock costs. Furthermore, changes in battery technology, such as the development of longer-lasting batteries or alternative battery chemistries, could reduce the availability of feedstock or alter the economics of our recycling processes.
Removed
Cost Estimate Risks Capital costs, operating costs, raw materials costs, production and other estimates may differ significantly from those anticipated by the Company’s current estimates, and there can be no assurance that the Company’s actual costs will not be higher than currently anticipated.
Added
If we are unable to secure adequate quantities of suitable feedstock at economically viable prices, our recycling operations may operate below capacity or become unprofitable, which could materially adversely affect our business and financial results. 12 If we are unable to continue to operate our recycling facility and improve efficiency, our business could be materially harmed.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe describe cybersecurity risks have or that are reasonably likely to affect our Company under the heading “ Information Technology and Cybersecurity Risks ” included as part of our Item 1A. Risk Factors of this Annual Report on Form 10-K, which disclosures are incorporated by reference herein.
Biggest changeFor additional information regarding risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect our Company , including our business strategy, results of operations, or financial condition, please refer to Item 1A, “Risk Factors,” in this Annual Report on Form 10-K. 20
Governance We have a unified and centrally-coordinated team, led by our Chief Financial Officer, that is responsible for implementing and maintaining centralized cybersecurity and data protection practices at the Company in close coordination with senior leadership and other teams across the Company.
Governance We have a unified and centrally-coordinated team, led by our Chief Operating Officer, that is responsible for implementing and maintaining centralized cybersecurity and data protection practices at the Company in close coordination with senior leadership and other teams across the Company.
Our Chief Financial Officer, who has extensive cybersecurity knowledge and skills, heads the team responsible for implementing and maintaining cybersecurity and data protection practices at the Company and reports directly to the Chief Executive Officer.
Our Chief Operating Officer who has extensive cybersecurity knowledge and skills, heads the team responsible for implementing and maintaining cybersecurity and data protection practices at the Company and reports directly to the Chief Executive Officer.

Item 2. Properties

Properties — owned and leased real estate

33 edited+13 added−3 removed22 unchanged
Biggest changeThe table below summarizes the Tonopah Flats lithium resources: Tonopah Flats Mineral Resources Classification Total kTons Average ppm LI LI kTons LHM kTons Measured mineral resources 721,000 702 510 3,060 Indicated mineral resources 2,439,000 565 1,380 8,340 Measured and Indicated mineral resources 3,160,000 596 1,890 11,400 Inferred mineral resources 2,931,000 550 1,610 9,750 a) The estimate of mineral resources was performed by RESPEC. b) Tonopah Flats resources are classified as Measured, Indicated, and Inferred. c) Mineral resources comprised all model blocks at a 300ppm ton Li cutoff that lie within an optimized pit. d) The estimated mineral resources include data from the 29 sampled holes. e) Lithium Hydroxide Monohydrate (LHM) tons were calculated using a factor of 6.0459 relative to Li. f) Mineral resources that are not mineral reserves do not have demonstrated economic viability. g) The effective date of the estimate is December 21, 2023. h) Rounding may result in apparent discrepancies between tons, grade, and contained metal content. 21 Price trends throughout 2022 and early 2023 reflected an average market price that was much higher than averages over previous years.
Biggest changeIt should be noted that without the grade constraint, the resulting pit shell using these parameters would be larger than has been used for the resources reported herein. 25 Tonopah Flats – Summary of Lithium Mineral Resources at the End of the Fiscal Year Ended June 30, 2025 Based on Price Classification Total Amount kTons LI LHM Grades/ qualities Cut-off grades Metallurgical recovery Measured mineral resources 721,000 510 3,060 702 ppm Li 300 ppm Li 65.7% for Li Indicated mineral resources 2,439,000 1,380 8,340 565 ppm Li 300 ppm Li 65.7% for Li Measured and Indicated mineral resources 3,160,000 1,890 11,400 596 ppm Li 300 ppm Li 65.7% for Li Inferred mineral resources 2,931,000 1,610 9,750 550 ppm Li 300 ppm Li 65.7% for Li a) The estimate of mineral resources was performed by RESPEC. b) Tonopah Flats resources are classified as Measured, Indicated, and Inferred. c) Mineral resources comprised all model blocks at a 300ppm ton Li cutoff that lie within an optimized pit. d) The estimated mineral resources include data from the 29 sampled holes. e) Lithium Hydroxide Monohydrate (LHM) tons were calculated using a factor of 6.0459 relative to Li. f) Mineral resources that are not mineral reserves do not have demonstrated economic viability.
Overview of Mine Operating Costs K USD LOM Cost $/ton Processed $/ton LHM Mining Cost $ 1,996,257 $ 3 $ 1,238 Process Cost $ 6,937,244 $ 12 $ 4,302 Site G&A Cost $ 190,039 $ 0 $ 118 Reclamation $ 100,000 $ 0 $ 62 Net Operating Cost $ 9,223,540 $ 15 $ 5,720 Initial Economic Assessment (“IA”) RESPEC completed an IA by creating a cash-flow model based on the production schedule and resulting revenue stream in accordance with the costs presented.
Overview of Mine Operating Costs K USD LOM Cost $/ton Processed $/ton LHM Mining Cost $ 1,996,257 $ 3 $ 1,238 Process Cost $ 6,937,244 $ 12 $ 4,302 Site G&A Cost $ 190,039 $ 0 $ 118 Reclamation $ 100,000 $ 0 $ 62 Net Operating Cost $ 9,223,540 $ 15 $ 5,720 26 Initial Economic Assessment (“IA”) RESPEC completed an IA by creating a cash-flow model based on the production schedule and resulting revenue stream in accordance with the costs presented.
We believe that all of our properties and facilities are well maintained, effectively used, and are adequate to operate our business. Information regarding significant properties operated by us is outlined below. 18 Corporate Headquarters The Company currently leases executive offices located at 100 Washington Street, Suite 100 in Reno, Nevada, USA.
We believe that all of our properties and facilities are well maintained, effectively used, and are adequate to operate our business. Information regarding significant properties operated by us is outlined below. Corporate Headquarters The Company currently leases executive offices located at 100 Washington Street, Suite 100 in Reno, Nevada, USA.
Surface rights sufficient to explore, develop, and mine minerals on the unpatented mining lode claims are inherent to the claims as long as the claims are maintained in good standing. The surface rights are subject to all applicable state and federal environmental regulations.
Surface rights sufficient to explore, develop, and mine on the unpatented mining lode claims are inherent to the claims as long as the claims are maintained in good standing. The surface rights are subject to all applicable state and federal environmental regulations.
The Company was afforded this opportunity by winning the Greentown Labs Circularity Challenge, an accelerator program for start-ups developed in partnership with BASF, one of the world’s leading chemical companies. Tonopah Flats Lithium Exploration Project The Company currently holds the rights to 517 Unpatented Lode Claims near Tonopah, Nevada.
The Company was afforded this opportunity by winning the Greentown Labs Circularity Challenge, an accelerator program for start-ups developed in partnership with BASF, one of the world’s leading chemical companies. Tonopah Flats Lithium Project (“TFLP”) The Company currently holds the rights to 517 Unpatented Lode Claims near Tonopah, Nevada.
In July 2022, the Company 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 region surrounding the claims included in the agreement. In total, the Company holds approximately 10,340 acres in the region that it intends to explore for economic lithium deposits.
In July 2022, the Company 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 region surrounding the claims included in the agreement. In total, the Company holds approximately 10,680 acres in the region that it intends to explore for economic lithium deposits.
Feedstock Storage – Fernley, Nevada (held-for-sale) On July 23, 2021, the Company purchased 11.55 acres of industrial-zoned land in Fernley, Nevada. The Company intended to construct a supplemental storage facility for recycled battery feedstock on this site. The City of Fernley has approved the City Use Permit for the site.
Feedstock Storage – Fernley, Nevada On July 23, 2021, the Company purchased 11.55 acres of industrial-zoned land in Fernley, Nevada. The Company intended to construct a supplemental storage facility for recycled battery feedstock on this site. The City of Fernley has approved the City Use Permit for the site.
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 of its lithium-bearing claystone unpatented mining claims.
Item 2. Properties The Company is engaged in the operation of a recycling plant to recycle end-of-life lithium-ion batteries and in the exploration of its lithium-bearing claystone unpatented mining claims.
Tonopah Flats is currently operated as a mid-stage project with studies advancing for mineral resources, metallurgy and processing, engineering and economics, and environmental permitting.
Tonopah Flats is an exploration stage property and is currently operated as a mid-stage project with studies advancing for mineral resources, metallurgy and processing, engineering and economics, and environmental permitting.
Fernley, Nevada (held-for-sale) On August 14, 2020, the Company purchased approximately 12.44 acres of undeveloped industrial land in Fernley, Nevada in a Qualified Opportunity Zone (QOZ). The Company began construction before prioritizing the new location in McCarran, Nevada.
Fernley, Nevada On August 14, 2020, the Company purchased approximately 12.44 acres of undeveloped industrial land in Fernley, Nevada in a Qualified Opportunity Zone (QOZ). The Company began construction of a recycling facility before prioritizing the new location in McCarran, Nevada.
We recognize the risks inherent in exploration, such as the geological complexity, interpretation and extrapolation of data, changes in operating approach, macroeconomic conditions and new data, among others. Overestimated resources resulting from these risks could have a material effect on future profitability. A map of the project is included in Figure 1 below.
We recognize the risks inherent in exploration, such as the geological complexity, interpretation and extrapolation of data, changes in operating approach, macroeconomic conditions and new data, among others. Overestimated resources resulting from these risks could have a material effect on future profitability.
Mineral Resource Estimate The mineral resources for Tonopah Flats described and tabulated in our Amended IA report (full copy provided here: https://americanbatterytechnology.com/projects/tonopah-flats) are classified as Measured, Indicated, and Inferred in accordance with the SEC SK1300 New Mining Disclosure Rule and were estimated to reflect potential open-pit extraction.
Mineral Resource Estimate The mineral resources for Tonopah Flats described and tabulated in our Amended IA report (full copy provided here: https://americanbatterytechnology.com/projects/tonopah-flats) are classified as Measured, Indicated, and Inferred in accordance with the SK-1300 and were estimated to reflect potential open-pit extraction.
The bond provides surface reclamation coverage for operations conducted by the Company at the Tonopah Flats property. The total projected surface disturbance for the exploration permits as of November 2023 is approximately 4.47 acres. The Company is currently in compliance with all issued permits.
The bond provides surface reclamation coverage for operations conducted by the Company at the Tonopah Flats property. The total projected surface disturbance for the exploration permits as of June 30, 2025 is approximately 4.98 acres. The Company is currently in compliance with all issued permits.
See Note 9 of the consolidated financial statements for further details. Laboratory Facilities To support the development of both its lithium-ion battery recycling and battery metal extraction technologies, the Company operates out of two laboratory facilities: The Center for Applied Research at the University of Nevada, Reno in Reno, Nevada and Greentown Labs in Somerville, Massachusetts.
Laboratory Facilities To support the development of both its lithium-ion battery recycling and battery metal extraction technologies, the Company operates out of two laboratory facilities: The Center for Applied Research at the University of Nevada, Reno in Reno, Nevada and Greentown Labs in Somerville, Massachusetts.
In the second phase, expected to be commissioned in fiscal year 2025, this lithium intermediate will be further refined into a battery grade lithium hydroxide product, and the black mass intermediate material will be further refined into battery grade nickel, cobalt, manganese, and lithium hydroxide products.
In the second phase, this lithium intermediate will be further refined into a battery grade lithium hydroxide product, and the black mass intermediate material will be further refined into battery grade nickel, cobalt, manganese, and lithium hydroxide products.
Greentown Labs - Somerville, Massachusetts The Company occupies office and wet chemistry laboratory space in Greentown Labs, which is the largest clean technology incubator in North America. The Company has access to both desk and lab space at the facility.
Greentown Labs - Somerville, Massachusetts The Company is a member of and occupies space in Greentown Labs, which is the largest clean technology incubator in North America. The Company has access to both desk and lab space at the facility.
The Company has developed long-standing partnerships with the operators of these facilities and all 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, 2024, the Company occupies five laboratories totaling over 3,000 square feet.
The Company has developed long-standing partnerships with the operators of these facilities, and all 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, 2025, the Company occupies 4,893 square feet.
The project has a 69.8% Internal Rate of Return (IRR) and 2.3-year payback of initial capital. The IA is preliminary in nature and includes only measured and indicated material. There is no certainty that the conclusions reached in the IA will be realized.
The project has a 69.8% Internal Rate of Return (IRR) and 2.3-year payback of initial capital. The IA is preliminary in nature and includes only measured and indicated material. There is no certainty that the conclusions reached in the IA will be realized. Mineral resources that are not categorized as reserves do not have demonstrated economic viability.
During the quarter ended June 30, 2024, Management and the Board of Directors approved a plan to sell the land and the Company has classified the facility as held for sale. See Note 7 of the consolidated financial statements for further details.
During the quarter ended March 31, 2025, Management and the Board of Directors approved a plan to sell the water rights, and the Company has classified them as held for sale. See Note 7 of the consolidated financial statements for further details.
Mineral resources that are not categorized as reserves do not have demonstrated economic viability. 22 Mineral Rights and Annual Property Holding Costs Ownership of the unpatented mining lode claims is in the name of the holder (locator), subject to the paramount title of the United States of America, under the administration of the U.S. Bureau of Land Management (“BLM”).
Mineral Rights and Annual Property Holding Costs Ownership of the unpatented mining lode claims is in the name of the holder (locator), subject to the paramount title of the United States of America, under the administration of the U.S. Bureau of Land Management (“BLM”).
In addition, there is an available workforce in Tonopah and the surrounding area. The Company has been conducting geological mapping, sampling, geochemical analysis, and proprietary extraction trials to characterize these resources and to quantify the performance of the lithium extraction and manufacturing operations.
The Company has been conducting geological mapping, sampling, geochemical analysis, and proprietary extraction trials to characterize these resources and to quantify the performance of the lithium extraction and manufacturing operations.
On July 22, 2023, the Company began a third exploration program to advance its Tonopah Flats Lithium Project. This drill program includes core infill and step out drilling to support the evolution of its domestic resource with the goal of upgrading to a ‘measured and indicated’ resource classification.
This drill program includes core infill and step out drilling to support the evolution of its domestic resource with the goal of upgrading to a ‘measured and indicated’ resource classification.
The 517 unpatented lode claims include rights to all locatable subsurface minerals. The project is located approximately seven miles northwest of Tonopah in Esmeralda and Nye Counties, Nevada and is intersected by Highway 6. The project has other necessary infrastructure nearby including access to power, additional road access, and water.
The project is located approximately seven miles northwest of Tonopah in Esmeralda and Nye Counties, Nevada and is intersected by Highway 6. The project has other necessary infrastructure nearby including access to power, additional road access, and water. In addition, there is an available workforce in Tonopah and the surrounding area.
It should be noted that without the grade constraint, the resulting pit shell using these parameters would be larger than has been used for the resources reported herein.
As a result, a conservative cutoff concentration of 300 ppm Li within the optimized pit is used in this analysis. It should be noted that without this grade constraint, the resulting pit shell using these parameters would be larger than has been used for the resources reported herein.
Ownership of the unpatented mining lode claims is in the name of the holder (locator), subject to the paramount title of the United States of America. Under the Mining Law of 1872, the locator has the right to explore, develop, and mine minerals on unpatented mining lode claims without payments of production royalties to the U.S. government.
Under the Mining Law of 1872, the locator has the right to explore, develop, and mine minerals on unpatented mining lode claims without payments of production royalties to the U.S. government. The 517 unpatented lode claims include rights to all locatable subsurface minerals.
The 517 unpatented lode claims include rights to all locatable subsurface minerals. Currently, annual claim-maintenance fees of $165 per claim are the only Federal payments related to unpatented mining lode claims. The annual property holding costs, including claim fees and county recording fees total $91,569 which include Annual Federal Claim Fees of $85,305 and Annual County Recording Fees of $6,264.
The 517 unpatented lode claims include rights to all locatable subsurface minerals. Currently, annual claim-maintenance fees of $200 per claim are the only Federal payments related to unpatented mining lode claims.
The Tonopah Flats property consists of 517 unpatented Federal lode mining claims covering approximately 10,680 acres and is centered at 38.1099° North Latitude and 117.3479° West Longitude. The Company owns 100% of the claims comprising the Tonopah Flats property.
Geology, Infrastructure, and Permitting Property Area and Claim Type The area where Tonopah Flats Lithium Project is located is known for its unique sedimentary claystone resources. The Tonopah Flats property consists of 517 unpatented Federal lode mining claims covering approximately 10,680 acres and is centered at 38.1099° North Latitude and 117.3479° West Longitude.
The results of these initial successful exploration programs led to the development and publication of a third-party Qualified Person (QP) audited SK-1300 compliant Inferred Resource Report in February 2023. Based on the results, the Company disclosed its intention to continue the exploration of the deposit.
The results of these initial successful exploration programs led to the development and publication in February 2023 of a third-party Qualified Person (“QP”) audited Inferred Resource Report in compliance with Item 1300 of Regulation S-K (SK-1300) promulgated by the SEC.
The second half of 2023 and early 2024 saw the stabilization of market prices. There is some risk that a significant commodity price drop would change the economic inputs to the pit constraints used to report this resource. As a result, a conservative cutoff concentration of 300 ppm Li within the optimized pit is used in this analysis.
Price trends throughout 2022 and early 2023 reflected an average market price that was much higher than averages over previous years. The second half of 2023 and early 2024 saw the stabilization of market prices. There is some risk that a significant commodity price drop would change the economic inputs to the pit constraints used to report this resource.
Land for Supplemental Storage – McCarran, Nevada On June 28, 2021, the Company purchased approximately 13.87 acres of industrial-zoned land in McCarran, Nevada. The Company intends to construct a supplemental storage facility to store feedstock on this site. 19 Water Rights To date, the Company has purchased water rights in the City of Fernley, Nevada for $3.8 million.
The Company intends to construct a supplemental storage facility to store feedstock on this site. 21 Water Rights (held for sale) To date, the Company has purchased water rights in the City of Fernley, Nevada for $3.8 million. The Company allocated approximately $0.1 million of water rights to the Company’s Fernley plant, which is now classified as held-for-sale.
The office space consists of approximately 5,831 square feet and the lease expires November 30, 2024. The Company is currently in negotiations to an extension or renewal.
The office space consists of approximately 5,831 square feet and the lease expires November 30, 2027. Recycling Operations McCarran, Nevada The Company closed on the purchase of the recycling facility in August 2023.
It should be noted that without this grade constraint, the resulting pit shell using these parameters would be larger than has been used for the resources reported herein. Capital and Operating Costs Mining capital and mine operating costs were estimated by RESPEC. Process capital and process operating costs were estimated by the Company and Woods Process Services, LLC.
Capital and Operating Costs Mining capital and operating costs were estimated by RESPEC. Process capital and process operating costs were estimated by the Company and Woods Process Services, LLC.
The TRS was completed by RESPEC Company LLC (“RESPEC”), a qualified person, in compliance with Item 1300 of Regulation S-K and with an effective date of April 5, 2024. 20 Geology, Infrastructure, and Permitting Property Area and Claim Type The area where Tonopah Flats Lithium Exploration Project is located is known for its unique sedimentary claystone resources.
The TRS was completed by RESPEC Company LLC (“RESPEC”), a qualified person, in compliance with SK-1300 and with an effective date of April 5, 2024. ABTC 2025 Exploration and Geotechnical Drilling The 2025 drill program was initiated to further inform the Mine Plan of Operations and provide geotechnical data for pit slope stability and waste rock storage facilities.
Removed
Recycling Operations McCarran, Nevada The Company closed on the purchase of the recycling facility in August 2023, and in tandem, the Company has developed new facility and technology-specific environmental, safety, operational standards and procedures, and is in the process of recruiting, hiring, and training of new staff in preparation for operations.
Added
During the quarter ended June 30, 2024, Management and the Board of Directors approved a plan to sell the land, and the Company classified the land as held for sale. As of June 30, 2025, the land was no longer actively marketed for sale and was therefore reclassified back to property, plant, and equipment.
Removed
The Company allocated approximately $0.1 million of water rights to the Company’s Fernley plant which is now classified as held-for-sale. The remaining water rights are intangible assets the Company can use in the future or make available for sale. These water rights have an indefinite life and are recorded within intangible assets on the consolidated balance sheet.
Added
See Note 7 of the consolidated financial statements for further details. Land for Supplemental Storage – McCarran, Nevada On June 28, 2021, the Company purchased approximately 13.87 acres of industrial-zoned land in McCarran, Nevada.
Removed
Figure 1: Tonopah Flats Lithium Exploration Project 23
Added
Based on the results, the Company disclosed its intention to continue the exploration of the deposit. 22 On July 22, 2023, the Company began a third exploration program to advance its Tonopah Flats Lithium Project.
Added
Drillholes TF25-GT1 through TF25-GT8 were drilled by True North Drilling (“True North”) of San Tan Valley, Arizona between January 2025 and February 2025. Total footage for this program was 2,056.5 meters in eight holes. Additionally, shallow sonic drilling was done on six sites to provide geotechnical data on the alluvial gravels.
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A map of the sonic drillholes is shown below. 23 The holes were advanced utilizing a Torque Drill TD9000D track-mounted rig by conventional wireline core drilling methods using 3 m, HQ diameter equipment. Water was injected continuously during drilling. Each drillhole collar location was recorded with a survey grade GPS RTK unit accurate to 1 cm.
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Holes were drilled at angles ranging from –80 to -60 degrees and ranged from 233 to 300 m in depth. Various downhole surveys were collected during this program. A map of the eight drillholes is shown below. True North recovered core on 3 meter runs unless broken ground or difficult drilling conditions made shorter runs necessary.
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The drillers stored all recovered core in wax-coated core boxes. The drillers recorded drill-run lengths and recoveries on wooden blocks placed between runs in the core boxes. Redrilled or reamed core was identified by the drillers and that information relayed to the onsite geologists.
Added
Core boxes were transported daily by the drillers or ABTC staff to the secure core logging facility in Tonopah. ABTC geologists logged the core, recording core recovery, rock quality designation, lithology, rock alteration, veining, and geological structures.
Added
The core was also logged by Barr Engineering Co. engineers for geotechnical analysis and select samples taken for laboratory analysis, and after logging but before splitting, geologists or technicians sprayed the whole core with water and photographed it. ABTC geologists or technicians saw-split the drill core at a workstation at the core logging facility. One half-core was retained for reference.
Added
The other half-core was bagged and labeled for analysis and was prepared for transport to the laboratory. 24 ABTC 2025 Drilling Program Phase of Drilling Core Holes Sonic Holes Meters January 19 – February 16, 2025 8 2,056.5 April 30 – May 3, 2025 6 86.6 The results of the drilling will be incorporated into the Company’s upcoming SK-1300 compliant preliminary feasibility study (“PFS”) expected within first quarter of fiscal year 2026.
Added
The Company owns 100% of the claims comprising the Tonopah Flats property. Ownership of the unpatented mining lode claims is in the name of the holder (locator), subject to the paramount title of the United States of America.
Added
Reported information assumes lithium hydroxide monohydrate price of $40,000/ton, metallurgical recoveries of 65.7% for Li, mining costs of $2.45/ton mined, processing costs of $11.62/ton processed, minimum grade of 300 ppm lithium within claystone, and general and administrative costs of $0.38/ton processed, and a 33,000-ton per day processing rate. g) The effective date of the estimate is December 21, 2023. h) Rounding may result in apparent discrepancies between tons, grade, and contained metal content.
Added
The annual property holding costs, including claim fees and county recording fees total $109,604 which include Annual Federal Claim Fees of $103,400 and Annual County Recording Fees for Notice of Intent to Hold of $6,204.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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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 state court. The Company removed the action to federal court on diversity grounds, and the case is now pending in the United States District Court for the Northern District of California, Case No. 3:22-cv-06690.
Added
Item 3. Legal Proceedings We may be involved in certain routine legal proceedings from time to time before various courts and governmental agencies. We regularly review legal proceedings and record provisions for claims considered probable of loss and when such loss is reasonably estimable.
Removed
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 associated compensation. Lukrich seeks general damages to recover the compensation he alleges is owed to him, declaratory relief related to the terms of his Offer Letter, attorneys’ fees, and costs.
Added
The resolution of these pending routine proceedings is not expected to have a material effect on our operations or consolidated financial statements; however, we cannot predict the final disposition of such proceedings. To the extent that previously disclosed, pending proceedings are no longer described herein, such pending proceedings are no longer regarded as material.
Removed
On September 1, 2024, the parties entered into a settlement agreement, agreeing to dismiss the case, wherein the Company agreed to monetary payments totaling $300,000, with each party bearing their own attorneys’ fees and costs. All settlement terms should then be completed, and the case dismissed with prejudice, in or around January 2025. On July 27, 2023, the U.S.
Removed
Department of Labor Occupational Safety and Health Administration (“OSHA”) notified the Company that Kimberly Eckert, former Chief Financial Officer, filed a complaint with case number 201018556 against the Company, alleging unlawful retaliation. Ms. Eckert alleges that she was unlawfully terminated by the Company. Specifically, Ms.
Removed
Eckert alleges that the Company’s board of directors terminated her in retaliation for complaining about other officers of the Company allegedly withholding financial information from her. The Company served its response to the complaint on August 16, 2023, in order to provide OSHA with a written account of the facts and a statement of the Company’s position.
Removed
The Company believes the claims are without merit and intends to vigorously contest the allegations in the complaint. Additionally, in a related complaint, on January 21, 2024, Ms. Eckert filed a Charge of Discrimination with the U.S.
Removed
Equal Employment Opportunity Commission, Denver Field Office, case number 541-2023-03183, alleging that the Company discriminated against her due to her sex (female) and retaliation in violation of Title VII of the Civil Rights Act of 1964, as amended.
Removed
The Company served its response to the complaint on August 16, 2023, in order to provide the agency with a written account of the facts and a statement of the Company’s position. The Company believes the claims are without merit and intends to vigorously contest the allegations in the complaint.
Removed
With respect to the foregoing Eckert matters, no further agency or party action has been taken that is known to the Company as of June 30, 2024, and, as of the filing of this Form 10-K.
Removed
Other than these proceedings, to the best of our knowledge, we are not currently a party to any legal proceedings that, individually or in aggregate, are deemed to be material to our financial condition or results of operations.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures Our company is engaged in exploration activities that currently do not require a Mine Safety and Health Administration ID. We employ Best Management Practices in regard to our employee and contractor’s safety. 24 PART II
Biggest changeItem 4. Mine Safety Disclosures Our company is engaged in exploration activities that currently do not require a Mine Safety and Health Administration ID. We employ Best Management Practices in regard to our employee and contractor’s safety 27 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeItem 5. Market for Common Equity and Related Stockholder Matters Market Information Our common stock is listed on The Nasdaq Capital Market under the trading symbol “ABAT”. Holders As of September 13, 2024, we had approximately 132 shareholders of record, including our directors and officers. Dividends We have never declared or paid any cash dividends on our common stock.
Biggest changeItem 5. Market for Common Equity and Related Stockholder Matters Market Information Our common stock is listed on The Nasdaq Capital Market under the trading symbol “ABAT”. Holders As of September 15, 2025, we had approximately 124 shareholders of record, including our directors and officers. Dividends We have never declared or paid any cash dividends on our common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeAs of June 30, 2024, the cumulative funds invoiced for this grant totaled $0.6 million, which represents 6% of the total eligible reimbursements. 29 Cash Flows For the fiscal years ended June 30: 2024 2023 Cash Flows used in Operating Activities $ (16,736,231 ) $ (13,367,982 ) Cash Flows used in Investing Activities $ (12,969,219 ) $ (36,716,761 ) Cash Flows provided by Financing Activities $ 34,387,087 $ 23,415,724 Net Increase (Decrease) in Cash During the Period $ 4,681,637 $ (26,669,019 ) Cash from Operating Activities.
Biggest changeCash Flows For the fiscal years ended June 30: 2025 2024 Cash Flows used in Operating Activities $ (28,921,158 ) $ (16,736,231 ) Cash Flows used in Investing Activities $ (2,548,476 ) $ (12,969,219 ) Cash Flows provided by Financing Activities $ 36,942,152 $ 34,387,087 Net Increase in Cash During the Period $ 5,472,518 $ 4,681,637 Cash from Operating Activities During the fiscal year ended June 30, 2025, the Company used $28.9 million of cash for operating activities, compared to $16.7 million used during the fiscal year ended June 30, 2024.
Assets Held-for-Sale Management considers whether events and circumstances such as a change in strategic direction and changes in business climate would impact the fair value of long-lived assets. The Company used critical judgements in analyzing certain market data and estimates to calculate the value of the assets held-for-sale.
Management considers whether events and circumstances such as a change in strategic direction and changes in business climate would impact the fair value of long-lived assets. The Company used critical judgements in analyzing certain market data and estimates to calculate the value of the assets held-for-sale.
The TFLP is one of the largest identified lithium resources in the United States, and while initial pit designs and economic analyses in previous assessments evaluated the full resource, this updated Initial Assessment utilizes a commercialization pathway with a more rigorous mine plan that contemplates utilization of only Measured and Indicated Mineral Resources, and excludes Inferred Mineral Resources, to supply the planned commercial-scale lithium hydroxide monohydrate (“LHM”) refinery.
The TFLP is one of the largest identified lithium resources in the United States, and while initial pit designs and economic analyses in previous assessments evaluated the full resource, an updated Initial Assessment utilizes a commercialization pathway with a more rigorous mine plan that contemplates utilization of only Measured and Indicated Mineral Resources, and excludes Inferred Mineral Resources, to supply the planned commercial-scale lithium hydroxide monohydrate (“LHM”) refinery.
Certain accounting estimates, including those concerning revenue recognition, share based compensation, impairments of long-lived assets, assets held-for-sale, and accounting for income taxes, are considered to be critical in evaluating and understanding our financial results because they involve inherently uncertain matters and their application requires the most difficult and complex judgments and estimates. These are described below.
Certain accounting estimates, including those concerning revenue recognition, share-based compensation, impairments of long-lived assets, and assets held-for-sale, are considered to be critical in evaluating and understanding our financial results because they involve inherently uncertain matters and their application requires the most difficult and complex judgments and estimates. These are described below.
As of June 30, 2024, the Company has incurred qualifying expenditures for this tax credit but will not recognize any amounts until it has reasonable assurance of compliance with the relevant standards. 26 Also on March 28, 2024, the Company has been selected for an additional $40.5 million tax credit through the 48C program to support the design and construction of a new, next-generation, commercial battery recycling facility to be located in the United States.
As of June 30, 2025, the Company has incurred qualifying expenditures for this tax credit but will not recognize any amounts until it has reasonable assurance of compliance with the relevant standards. 29 Also on March 28, 2024, the Company has been selected for an additional $40.5 million tax credit through the 48C program to support the design and construction of a new, next-generation, commercial battery recycling facility to be located in the United States.
The construction and commissioning of this pilot plant enables the Company to demonstrate its technologies for accessing the lithium housed in its unconventional resource, Tonopah Lithium Flats Project (“TLFP”), in an integrated and continuous system, and to generate large amounts of battery grade lithium hydroxide for delivery to customers for qualifications and evaluation.
The construction and commissioning of this pilot plant enables the Company to demonstrate its technologies for accessing the lithium housed in its unconventional resource, Tonopah Flats Lithium Project (“TFLP”), in an integrated and continuous system, and to generate large amounts of battery grade lithium hydroxide for delivery to customers for qualifications and evaluation.
The Company has been awarded a competitively bid grant from the U.S. Advanced Battery Consortium to support a $2 million project to accelerate the development and demonstration of the technologies within this integrated lithium–ion battery recycling facility. The Company has also been awarded an additional grant from the U.S.
Advanced Battery Consortium to support a $2 million project to accelerate the development and demonstration of the technologies within this integrated lithium–ion battery recycling facility. The Company has also been awarded an additional grant from the U.S.
Issuance of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the securities or arrange for debt or other financing to fund planned operating activities, acquisitions and exploration activities.
Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the securities or arrange for debt or other financing to fund planned operating activities, acquisitions and exploration activities.
The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements except as required by applicable securities laws. 25 Overview American Battery Technology Company (the “Company”) is a relatively new entrant in the lithium–ion battery industry that is working to increase the domestic U.S. production of battery materials, such as lithium, nickel, cobalt, and manganese through its exploration of new domestic-United States primary resources of battery metals, development and commercialization of new technologies for the extraction of these battery metals from primary resources, and commercialization of an internally developed integrated process for the recycling of lithium–ion batteries.
The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements except as required by applicable securities laws. 28 Overview American Battery Technology Company (the “Company”) is a growth-stage company in the lithium–ion battery industry that is working to increase the domestic U.S. production of battery materials, such as lithium, nickel, cobalt, and manganese through its exploration of new domestic-United States primary resources of battery metals, development and commercialization of new technologies for the extraction of these battery metals from primary resources, and commercialization of an internally developed integrated process for the recycling of lithium–ion batteries.
If we do raise additional capital through public or private equity offerings, as opposed to debt or additional Note issuances, the ownership interest of our existing stockholders may be diluted.
If we raise additional capital through public or private equity offerings, as opposed to debt issuances, the ownership interests of our existing stockholders may be diluted.
The working capital deficiency is largely attributed to the current classification of all of the convertible notes, as well as acquisitions of property and equipment and cash used in operating activities. 28 Going Concern The continuation of the Company as a going concern is dependent upon generating profit from its operations and its ability to obtain debt or equity financing.
The working capital deficiency in the prior year is largely attributed to the current classification of the 2024 Notes, as well as acquisitions of property and equipment and cash used in operating activities. 31 Going Concern The continuation of the Company as a going concern is dependent upon generating profit from its operations and its ability to obtain debt or equity financing.
Based on our current operating plan, unless we generate income from the operations of our facilities and receipt of cash from United States Government grant awards, raise additional capital (debt or equity), it is possible that we will be unable to maintain our financial covenants under our existing Note agreement, which, if such violation is not waived, could result in an event of default, causing an acceleration of the outstanding balances.
Based on our current operating plan, unless we generate income from the operations of our facilities and receipt of cash from United States government grant awards, or raise additional capital (debt or equity), it is possible that we will be unable to maintain our financial covenants the agreement governing the 2024 Notes (the “Note Agreement”), which, if such violation is not waived, could result in an event of default, causing an acceleration of the outstanding balance.
On April 3, 2024, the Company entered into an ATM sales agreement with Virtu Americas LLC, pursuant to which the Company may offer and sell, from time to time through the sales agent, shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, having an aggregate offering price of up to $50,000,000, subject to the terms and conditions of the Sales Agreement.
On April 3, 2024, the Company entered into an ATM sales agreement with Virtu Americas LLC, pursuant to which the Company may offer and sell, from time to time through the sales agent, shares of the Company’s common stock having an aggregate offering price of up to $50,000,000, subject to the terms and conditions of the Sales Agreement (the “ATM Program”).
The increase is primarily due to the items described below: General and administrative expenses consist of personnel, legal, finance, recruiting, business development, public relations, and general facility expenses. For the fiscal year ended June 30, 2024 and 2023, general and administrative expenses were $16.1 million and $12.8 million, respectively.
The decrease is primarily due to the items described below: General and administrative expenses consist of personnel, legal, finance, recruiting, business development, public relations, and general facility expenses. For the fiscal year ended June 30, 2025 and 2024, general and administrative expenses were $21.2 million and $16.1 million, respectively.
In making these fair value determinations, we were required to make assumptions that affected the recorded amounts, including volatility, risk free rates, and duration of time. Our estimates of fair value are based upon assumptions we believe to be reasonable, but which are inherently uncertain. Nonrecurring Valuations. The Company’s nonrecurring fair value measurements include the valuation of assets held-for-sale.
In making these fair value determinations, we were required to make assumptions that affected the recorded amounts, including volatility, risk free rates, and duration of time. Our estimates of fair value are based upon assumptions we believe to be reasonable, but which are inherently uncertain.
To implement this business strategy, the Company has constructed its first integrated lithium–ion battery recycling facility, which takes in waste and end–of–life battery materials from the electric vehicle, stationary storage, and consumer electronics industries.
To implement this business strategy, the Company has constructed its first integrated lithium–ion battery recycling facility, which takes in waste and end–of–life battery materials from the electric vehicle, stationary storage, and consumer electronics industries. The Company’s revenue increased from $0.3 million in fiscal 2024 to $4.3 million in fiscal 2025.
These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These adjustments could be material. The going concern assessment excludes the Company’s at-the-market (“ATM”) offering , which could provide a source of liquidity.
These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These adjustments could be material.
As of June 30, 2024 the Company had positive working capital of $2.2 million compared to a working capital deficiency of $9.0 million at June 30, 2023. The positive working capital is related to the current classification of $8.4 million of held-for-sale assets at June 30, 2024.
As of June 30, 2025 and 2024 the Company had positive working capital of $10.9 million and $2.6 million, respectively. The positive working capital is related to the current classification of held-for-sale assets at June 30, 2025 and 2024 of $9.8 million and $8.4 million, respectively.
Department of Treasury Internal Revenue Service following a highly competitive technical and economic review process performed by the DOE, which evaluated the feasibility of applicant facilities to advance America’s buildout of globally competitive critical material recycling, processing, and refining infrastructure.
Department of Treasury Internal Revenue Service following a highly competitive technical and economic review process performed by the DOE, which evaluated the feasibility of applicant facilities to advance America’s buildout of globally competitive critical material recycling, processing, and refining infrastructure. As of June 30, 2025, the Company has not incurred any qualifying expenditures towards this tax credit.
Out of the current period’s $3.3 million in grant funding, $1.0 million was recorded as an offset to fixed assets, as reimbursements related to equipment purchases, and $2.3 million was recorded as an offset to research and development costs within the consolidated statement of operations. ● As of June 30, 2024, the Company had total cash on hand of $7.0 million. ● Cash used in investing activities was $12.9 million for the acquisition of property, construction, equipment, mineral rights and water rights for the fiscal year ended June 30, 2024.
Out of the $5.7 million in grant funding for the fiscal year ended June 30, 2025, $0.6 million was recorded as an offset to fixed assets, as reimbursements related to equipment purchases, and $5.1 million was recorded as an offset to research and development costs within the consolidated statement of operations. ● As of June 30, 2025, the Company had total cash on hand of $12.5 million of which $7.5 million was available and $5.0 million was restricted.
Liquidity and Capital Resources At June 30, 2024, the Company had cash of $7.0 million and total assets of $77.7 million compared to cash of $2.3 million and total assets of $74.7 million at June 30, 2023.
Liquidity and Capital Resources At June 30, 2025, the Company had cash of $12.5 million (of which $7.5 million was available and $5.0 million was restricted) and total assets of $84.5 million compared to available cash of $7.0 million and total assets of $77.7 million at June 30, 2024.
Cash from Financing Activities During the year ended June 30, 2024, the Company had net cash provided by financing activities of $34.4 million compared to $23.4 million for the fiscal year ended June 30, 2023. The increase is due to the use of share purchase agreements.
Cash from Financing Activities During the fiscal year ended June 30, 2025, the Company had cash provided by financing activities of $36.9 million, compared to $34.4 million provided during the fiscal year ended June 30, 2024.
Stock-Based Compensation The fair value of share-based payments are subject to the limitations of the Black-Scholes option pricing model that incorporates market data and involves uncertainty in estimates used by management in the assumptions.
Stock-Based Compensation The fair value of share-based payments are valued using the Black-Scholes option pricing model that incorporates market data and involves uncertainty in estimates used by management in the assumptions. Because the Black-Scholes option pricing model requires the inputs of highly subjective assumptions, including the volatility of share prices, changes in subjective input assumptions can materially affect the estimate.
For further information on our accounting policies, see Note 3 to our consolidated financial statements. Fair Value Measurements Recurring Valuations. The Company’s recurring fair value measurements include the valuation of the derivative liability for the bifurcated notes payable freestanding call option.
For further information on our accounting policies, see Note 3 to our consolidated financial statements. Fair Value Measurements Recurring Valuations.
To the extent that future taxable income differs significantly from estimates, the ability of the Company to realize deferred tax assets could be impacted. New Accounting Pronouncements New accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that are adopted by us as of the specified effective date.
New Accounting Pronouncements New accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that are adopted by us as of the specified effective date.
The Company recognized an offset to its research and development costs of $3.3 million and $0.9 million related to these awards for the fiscal year ended June 30, 2024, and 2023, respectively. Exploration costs consist primarily of personnel, drilling, assay, claim fees, office and warehouse costs, travel, and other costs related to exploration of claims in central Nevada.
Exploration costs consist primarily of personnel, drilling, assay, claim fees, office and warehouse costs, travel, and other costs related to exploration of claims in central Nevada. Exploration expenses totaled $1.8 million for the fiscal year ended June 30, 2025, compared to $4.1 million during the prior year.
An impairment loss on assets held-for-sale was recorded in the year ended June 30, 2024 and is related to certain assets, primarily to land and a building, at the Fernley, Nevada location the Company has decided to sell.
An impairment loss of $10.2 million on assets held-for-sale was recorded in the fiscal year ended June 30, 2024, related to two parcels of land and a building at the Fernley, Nevada location, comprising 12.44 acres and 11.55 acres, that the Company decided to sell. As of June 30, 2024, these assets had a carrying value of $8.4 million.
The increase of $3.3 million is primarily related to increases in employee stock-based compensation, compliance and insurance costs. Research and development expenses consist primarily of personnel, laboratory leases, and supplies. Research and development expenses for the fiscal year ended June 30, 2024, and 2023, were $14.3 million and $7.6 million, respectively.
Research and development expenses consist primarily of personnel, laboratory leases, and supplies. Research and development expenses for the fiscal years ended June 30, 2025 and 2024 were $8.5 million and $14.3 million, respectively.
Critical Accounting Estimates and Judgments Our consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. These accounting principles require us to make estimates, judgments and assumptions that affect the reported amounts of revenues, expenses, assets, liabilities, and contingencies.
Critical Accounting Estimates and Judgments Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Working Capital June 30, 2024 June 30, 2023 Current Assets $ 18,406,048 $ 4,753,588 Current Liabilities $ 15,798,298 $ 13,389,864 Working Capital (Deficiency) $ 2,231,922 $ (8,636,276 ) Future Financings We will continue to rely on sales of our common shares, debt, or other financing to fund our business operations.
Working Capital June 30, 2025 June 30, 2024 Current Assets $ 29,532,110 $ 18,406,048 Restricted Cash $ (5,000,000 ) $ - Current Liabilities $ ( 13,668,605 ) $ ( 15,798,298 ) Working Capital $ 10,863,505 $ 2,607,750 Future Financings The Company will continue to rely on sales of our common shares, debt, or other financing to fund our business operations as needed beyond any revenue generated from internal operations and the government tax credits and grants we have been awarded.
Absent this classification, we would have a working capital deficiency of $5.8 million compared to a deficiency of $9.0 million in the prior year.
Absent this classification, we would still maintain a positive working capital of $1.1 million at June 30, 2025 and have a $5.8 million working capital deficiency at June 30, 2024.
The Company had total current liabilities of $15.8 million at June 30, 2024, compared to $13.7 million at June 30, 2023. The increase is primarily related to an increase in accounts payable and accrued liabilities which include the full amount of $1.8 million related to the settlement of Mercuria Marketing Agreement.
The Company had total current liabilities of $13.7 million at June 30, 2025, compared to $15.8 million at June 30, 2024. The decrease is related to the paydown of outstanding payables with the proceeds from the registered direct offerings and the issuance of the 2024 Notes.
General and administrative expenses have increased to further support the Company’s business objectives. Cash from Investing Activities During the fiscal year ended June 30, 2024, the Company used cash for investing activities of $12.9 million, consisting primarily of $11.4 million related to property and equipment for its recycling facilities.
In both periods, the cash used has supported an increased scale of operations including increased employee headcount and personnel costs, increased production, and increased administrative costs. Cash from Investing Activities During the fiscal year ended June 30, 2025, the Company used cash in investing activities of $2.5 million for acquisition of property and equipment for its recycling facilities.
These were partially offset by repayment of notes payable during the period totaling $24 million. 30 Off-Balance Sheet Arrangements As of June 30, 2024 and 2023, we had no off-balance sheet arrangements.
The proceeds are offset by principal paid on the notes payable of $7.5 million and payment of issuance costs on registered direct offerings of $1.1 million in fiscal year ended June 30, 2025. In 2024, principal paid on notes payable was $24.0 million. 32 Off-Balance Sheet Arrangements As of June 30, 2025 and 2024, we had no off-balance sheet arrangements.
The ramp-up and operations of this facility are of the highest priority to the Company, and as such it has significantly increased the resources devoted to its execution including the further internal hiring of technical staff, expansion of laboratory facilities, and purchasing of equipment which led to the Company’s first revenue generation in the fourth quarter of fiscal 2024.
The ramp-up and operation of this facility remain a top priority, and the Company has significantly expanded resources to support its execution. These efforts included hiring additional technical staff, expanding laboratory facilities, and purchasing equipment.
We expect these costs to continue to rise but will be reduced as a percentage of revenue as we scale our production and gain efficiencies in the process. 27 Operating Expenses During the fiscal year ended June 30, 2024, the Company incurred $44.8 million of operating expenses compared to $22.4 million of operating expenses during the fiscal year ended June 30, 2023.
Costs also increased as the production process was finalized and stabilized during the period. We expect these costs to be reduced as a percentage of revenue as we scale our production and gain efficiencies in the process. Management uses certain non-GAAP metrics to evaluate our operating and financial results.
Cost of Goods Sold Cost of goods sold during the year ended June 30, 2024 was $3.3 million, well above the value of the related revenue. The high cost of goods sold is related to the in-service date and depreciation of the recycling facility fixed assets, which is time based, and the finalization of the production process.
These sales are related to our black mass and metal byproducts resulting from recycling operations. Cost of Goods Sold Cost of goods sold during the fiscal years ended June 30, 2025 and 2024 were $14.9 million and $3.3 million, respectively, well above the value of the related revenue.
This is in comparison to cash used for investing activities of $36.7 million for the fiscal year ended June 30, 2023, including $28.6 million of acquisition costs associated with property and equipment for its recycling facilities and $8.1 million for mineral rights acquired in Tonopah, Nevada.
This is in comparison to cash used in investing activities of $13.0 million for the fiscal year ended June 30, 2024. The decrease is due to the Company’s purchasing more equipment in the beginning stages of the recycling plant build-out in the prior year.
Removed
The construction and operation of this pilot demonstration plant are supported by a competitively awarded grant from the DOE for this $4.5 million effort. Product from the pilot plant is being sent for analysis to confirm and validate the resource. The Company has filed an Amended IA for its TFLP.
Added
As a result, the Company generated its first revenue in the fourth quarter of fiscal 2024 and achieved continued growth in production volumes and revenues throughout fiscal 2025. The Company has been awarded a competitively bid grant from the U.S.
Removed
As of June 30, 2024, the Company has not incurred any qualifying expenditures towards this tax credit. 2024 Financial Highlights: ● In the 4th quarter, the Company generated its first revenue from the sale of Black Mass produced by its first integrated lithium-ion battery recycling facility.
Added
Fiscal Fourth Quarter 2025 Financial Highlights : ● Revenue increased to $2.8 million in fourth quarter fiscal year 2025, compared to $1.0 million in third quarter fiscal year 2025, nearly tripling and reflecting a significant ramp-up of battery recycling facility operations. ● Total cost of goods sold was $5.3 million for fiscal fourth quarter fiscal year 2025, compared to $3.7 million in third quarter fiscal year 2025.
Removed
Once fully ramped, this facility has the capacity to process approximately 20,000 MT/year of battery materials and to produce multiple streams of battery grade metals and other byproducts. ● The prime agreement contract with the DOE for the Company’s grant to support its $115 million project for its commercial-scale lithium hydroxide refinery was issued with a project start date of September 1, 2023.
Added
The fiscal fourth quarter fiscal year 2025 cost of goods sold included non-cash items of depreciation of $1.0 million and stock-based compensation of $0.2 million. Excluding these non-cash items, fiscal fourth quarter fiscal year 2025 cash cost of goods sold (a non-GAAP measure) was $3.9 million.
Removed
The Company began receiving funds related to this award during the period ended December 31, 2023. ● The prime agreement contract with the DOE for the Company’s grant to support its $20 million project for its next-generation advanced battery recycling technologies was issued with a project start date of October 1, 2023.
Added
A reconciliation of fiscal fourth quarter 2025 GAAP to non-GAAP cost of goods sold Description Amount ($M) GAAP Cost of Goods Sold 5.1 Less: Depreciation Expense (1.0 ) Less: Stock-Based Compensation (0.2 ) Non-GAAP Cash Cost of Goods Sold 3.9 ● Government grant reimbursement was $1.4 million for fourth quarter fiscal year 2025, compared to $2.3 million in third quarter fiscal year 2025.
Removed
The Company began receiving funds related to this award during the period ended December 31, 2023. ● Government grant funding increased to $3.3 million for the fiscal year ended June 30, 2024, compared to $0.9 million during the prior year.
Added
Out of the $1.4 million in grant funding for fourth quarter fiscal year 2025, nil was recorded as an offset to fixed assets, as reimbursements related to equipment purchases, and $1.4 million was recorded as an offset to research and development costs within the consolidated statement of operations. ● ABTC conducted additional drill programs at its Tonopah Flats Lithium Project in order to further expand and define the deposit, collect data for detailed design of the mining pit shell, and continue to advance the development of the lithium mining and refining project. ● ABTC continued to scale and operate its multi-tonne per day integrated pilot facility to demonstrate the performance of its internally-developed technologies for the manufacturing of battery grade lithium hydroxide from its Tonopah Flats claystone material. ● On April 23, 2025, ABTC received a Letter of Interest from the US Export-Import Bank for up to $900 million in low-interest debt financing to support the construction of the Tonopah Flats Lithium Project.
Removed
Cash used in the same period of the prior year totaled $36.7 million primarily for acquisition of the Peru facility, water rights and equipment. ● Cash used in operations for the fiscal year ended June 30, 2024 was $16.9 million, compared to $13.4 million use of cash during the fiscal year ended June 30, 2023. ● On August 29, 2023, the Company entered into a Securities Purchase Agreement for up to $51.0 million of a new series of senior secured convertible notes.
Added
Fiscal Year 2025 Financial Highlights: ● Revenue increased to $4.3 million in fiscal year 2025, up from $0.3 million in fiscal year 2024, reflecting the ramp-up of facility operations and higher production volumes. ● Total cost of goods sold was $14.9 million for the fiscal year ended June 30, 2025, compared to $3.3 million in fiscal year ended 2024.
Removed
To date, $25.0 million of these notes have been issued and the Company has no plans to use the remaining facility. ● On April 3, 2024, the Company entered into an At-the-Market Sales Agreement (“ATM”) with Virtu Americas LLC having an aggregate offering price of up to $50.0 million which may be used to fund operations.
Added
The fiscal year ended 2025 cost of goods sold included non-cash items of depreciation of $3.6 million and stock-based compensation of $0.8 million. Excluding these non-cash items, fiscal year ended 2025 cash cost of goods sold (a non-GAAP measure) was $10.5 million.
Removed
During the fiscal year ended June 30, 2024, the Company sold 9,109,573 common shares and received proceeds of $12.1 million under the ATM. Components of Statements of Operations Revenue During the year ended June 30, 2024, our net sales were $0.3 million.
Added
A reconciliation of fiscal year ended 2025 GAAP to non-GAAP cost of goods sold Description Amount ($M) GAAP Cost of Goods Sold 14.9 Less: Depreciation Expense (3.6 ) Less: Stock-Based Compensation (0.8 ) Non-GAAP Cash Cost of Goods Sold 10.5 ● The Company was selected for, and successfully contracted, a grant from the US DOE for $150 million to support the construction of an additional battery recycling facility. ● The Company successfully completed all contractual requirements of its $2.3 million grant from the US DOE, including the construction and operation of its multi-tonne per day integrated pilot facility for the demonstration of its internally-developed technologies for the manufacturing of battery grade lithium from its Nevada-based claystone resource. ● The Company and its partners successfully completed all contractual requirements of its $0.5 million grant award from the US Advanced Battery Consortium, which is comprised of the US DOE, General Motors, Ford Motor Company, and Stellantis NV, including the recycling of commercial quantities of batteries, the purification and manufacturing of battery grade precursors, the manufacturing of high energy density cathode active material, and the manufacturing and testing of approximately 100 automotive scale multi-layer pouch cell batteries. ● Government grant reimbursement was $5.7 million for the fiscal year ended June 30, 2025, compared to $3.3 million during the same period of the prior year.
Removed
These sales related to our Black Mass product resulting from recycling operations and were the initial revenue generated by the Company. The materials were sold to a customer who took delivery at our plant and the materials will remain at our plant to be further processed when phase two of the plant is complete.
Added
Subsequent to year-end, on July 29, 2025, the restrictions were lifted, and the funds became available for general use.
Removed
The increase of $6.8 million is primarily due to increased employee headcount, stock-based compensation, insurance and facility costs. These costs are partially offset by federal grant funds for awards that the Company has contracted with various United States federal agencies.
Added
As the restriction was still in place as of the balance sheet date, the cash remains classified as restricted. ● The Company was able to leverage its June 27, 2025 inclusion in the Russell 2000 index to raise capital, along with receiving proceeds from warrant exercises, and benefiting from convertible note conversions and the release of restricted cash subsequent to June 30, 2025.
Removed
Exploration expenses totaled $4.1 million for the fiscal year ended June 30, 2024, compared to $2.0 million during the prior year. The increase year-over-year resulted principally from increased drilling, assaying and engineering costs to further define and potentially upgrade the geological classification of the mineral rights.
Added
As a result, following the fiscal year ended, the Company’s net cash position has improved to $25.4 million as of September 15, 2025.
Removed
Upon this decision, the Company performed a valuation analysis to determine the potential realizable value of these and that estimated amount was $10.2 million less than the carrying value of the assets. These assets have a carrying value of $8.4 million at June 30, 2024 and are subject to further impairment, if warranted, until the assets are sold.
Added
Components of Statements of Operations The following table sets forth the Company’s operating results for the periods indicated: Fiscal Year Ended June 30, 2025 Fiscal Year Ended June 30, 2024 $ Change % Change Revenue $ 4,290,224 $ 343,500 $ 3,946,724 1,149 % Cost of goods sold 14,864,633 3,304,707 11,559,926 350 Gross loss (10,574,409 ) (2,961,207 ) (7,613,202 ) 257 Operating expense General and administrative 21,151,445 16,106,807 5,044,638 31 Research and development 8,470,161 14,325,681 (5,855,520 ) (41 ) Exploration 1,827,314 4,121,941 (2,294,627 ) (56 ) Impairment charge on held-for sale assets - 10,254,037 (10,254,037 ) (100 ) Total operating expenses 31,448,920 44,808,466 (13,359,546 ) (30 ) Other income (expense) (4.739.296 ) (4,732,151 ) (7,145 ) (0 ) Net loss (46,762,625 ) (52,501,824 ) 5,739,199 (11 ) Revenue During the fiscal years ended June 30, 2025 and 2024, our net sales were $4.3 million and $0.3 million, respectively.
Removed
Other (Expense) Income Other expense was $4.7 million in the year ended June 30, 2024 versus other income of $0.2 million in the prior year. The increase of $4.9 million is primarily due to the accretion of financing costs of $4.2 million and the change in fair value of derivative liability of $0.3 million.
Added
The increase in cost of sales was primarily driven by higher headcount as the plant was commissioned and employees were hired to support expanded production capacity. In addition, cost of goods sold reflects depreciation expense associated with the recycling facility fixed assets, which commenced upon the facility’s in-service date.
Removed
During the fiscal year ended June 30, 2024, the Company reported a correction of prior periods related to the derivative liability (see Note 3 of the consolidated financial statements for further detail).
Added
We believe the presentation of non-GAAP results is useful to investors for analyzing business trends as well as to view the results from management’s perspective. Non-GAAP cost of goods sold excludes certain non-cash charges including depreciation expense and stock-based compensation.
Removed
Net Loss During the fiscal year ended June 30, 2024, the Company incurred a net loss of $52.5 million or $1.02 loss per share compared to a net loss of $22.2 million or $0.51 loss per share during the fiscal year ended June 30, 2023.
Added
Non-GAAP results have limitations as an analytical tool, and you should not consider them in isolation or as a substitute for our results reported under GAAP. 30 Operating Expenses During the fiscal year ended June 30, 2025, the Company incurred $31.4 million of operating expenses compared to $44.8 million of operating expenses during the fiscal year ended June 30, 2024.
Removed
The increase in cash is primarily due to utilization of the common stock purchase agreement with Tysadco and ATM agreement with Virtu offset by many uses of cash for the continued build out of our production process during the year.
Added
The increase of $5.0 million is related to the following: an increase of $3.0 million in payroll, driven by the changes in employee activity, resulting in additional cost into general and administrative during fiscal year 2025 with a corresponding decrease to research and development cost; a $2.4 million increase in stock-based compensation based on the achievement of executive performance milestones; and property tax expense increased by $0.4 million due to the plant commissioning in fourth quarter of fiscal year 2024.
Removed
During the period, the Company sold 9,109,573 common shares for total proceeds of $12.1 million.
Added
The decrease is due to allocation of such costs to inventory and cost of goods sold as part of phase 1 recycling operations being commissioned in the fourth quarter of fiscal year 2024 and fiscal year 2025 seeing an increase in throughput of the plant.
Removed
Grant Awards On January 20, 2021, the US DOE announced that the Company had been selected for award negotiation for a three-year project with a total budget of $4.5 million for the field demonstration of its selective leaching, targeted purification, and electro-chemical production of battery grade lithium hydroxide from domestic claystone resources technology.
Added
In addition, there was a decrease, for fiscal year ended 2025 as compared to the fiscal year ended 2024, due to higher grant reimbursements which are recorded as an offset to research and development expenses of $1.6 million.
Removed
Through this grant award the Company is eligible to receive reimbursement of up to 50% of eligible expenditures, or up to $2.3 million. The prime agreement contract for this grant (“AMO grant”) was issued with a project start date of October 1, 2021. The Company began receiving funds related to this award during the fiscal year ended June 30, 2022.
Added
The decrease reflects $1.5 million in lower payroll costs resulting from the transfer of employees from exploration to technical programs (research and development) and to general and administrative. In addition, exploration costs decreased by $0.9 million as the Company completed its drilling program and shifted focus to producing and publishing the PFS.
Removed
As of June 30, 2024, the cumulative funds invoiced for this grant totaled $1.7 million, which represents 73% of the total eligible reimbursements.
Added
As of June 30, 2025, the 11.55 acres of land was no longer actively marketed for sale and was therefore reclassified back to property, plant, and equipment.
Removed
On August 16, 2021, the Company received a contract award for a 30-month project with a total budget of $2.0 million from the US Advanced Battery Consortium (the “USABC grant”) as part of a competitively bid project, through which the Company will receive reimbursement for up to $500,000 of eligible expenditures.
Added
As of June 30, 2025, the remaining land and building has a carrying value of $6.0 million, is included within assets held for sale on the consolidated balance sheet, and is subject to further impairment, if required, until the asset is sold.

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