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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): November 29, 2023
AMERICAN
BATTERY TECHNOLOGY COMPANY
(Exact
name of registrant as specified in its charter)
Nevada |
|
001-41811 |
|
33-1227980 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
No.) |
|
(IRS
Employer
Identification
Number) |
100
Washington Street, Suite 100 Reno, NV |
|
89503 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(775)
473-4744
(Registrant’s
telephone number including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: None
Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
Common
stock, $0.001 par value |
|
ABAT |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
November 29, 2023, American Battery Technology Company (the “Company”) entered into an amendment to the offer letter by
and between the Company and the Company’s Chief Resource Officer, Scott Jolcover, dated January 3, 2023, and on December
1, 2023, the Company entered into an amendment to the offer letter by and between the Company and the Company’s
Chief Operating Offer, Andrés Meza, dated January 3, 2023, and the offer letter by and between the Company and the Company’s Chief Executive Officer, Chief Technology Officer,
and Director, Ryan Melsert, dated July 31, 2022, (collectively the “Amended Offer
Letters”).
Pursuant
to the Amended Offer Letters, the Company (i) added certain performance-based bonus milestones for bonus equity compensation for
fiscal year 2024 and (ii) replaced the change of control provision to allow for unvested equity compensation to become immediately
exercisable upon a change of control.
The
foregoing description of the Amended Offer Letters is a summary of the material terms thereof, do not purport to be complete, and are
qualified in their entirety by reference to the full text of the Amended Offer Letters of Scott Jolcover, Ryan Melsert, and Andrés
Meza filed with this report as Exhibit 10.1, 10.2, and 10.3 respectively, each of which are incorporated herein by reference.
Item
9.01 Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
AMERICAN
BATTERY TECHNOLOGY COMPANY |
|
|
|
Date:
December 4, 2023 |
By: |
/s/
Ryan Melsert |
|
|
Ryan
Melsert |
|
|
Chief
Executive Officer |
Exhibit
10.1
Exhibit 10.2
AMENDMENT
TO OFFER LETTER
American
Battery Technology Company, a Nevada corporation (the “Company”) and Ryan Melsert do hereby amend the Offer Letter
dated July 31, 2022, as follows:
Immediately
following the last sentence of Section 4.6, the following sentence is hereby added: “Notwithstanding anything in this Offer Letter
to the contrary, upon the occurrence of a Change of Control, all of your unvested equity compensation, including but not limited to RSUs,
options, or warrants, shall vest immediately and be fully exercisable.”
Within
Section 4.6, the following clause is hereby removed: “(a) all unvested equity compensation, including but not limited to options
or warrants, shall vest immediately upon you becoming entitled to CIC Severance Payment and (b)”.
For
bonus compensation for Fiscal Year 2024, the following shall be added to Schedule A-1:
SCHEDULE
A-1
Fiscal
Year 2024 Bonus Milestone Criteria
Bonus
Compensation Milestones
Weighting
of each milestone is identified below.
1.
TRIC Recycling Operations - 15%: Achieve Board of Directors approved Recycling Manufacturing FY24 Ramp Plan
2.
Recycling Technology - 15%: Complete Phase 2.0 Design and place purchase orders for all major equipment
3.
Tonopah Flats Resource – 15%: Publish Measured and Indicated Resource Report
4.
Primary Lithium Technology - 15%: Produce lithium hydroxide volume from pilot plant to achieve R&D and process development
requirements as approved by the Board of Directors
5.
EH&S - 10%: Achieve 95% of employees trained on all assigned Safety Training
6.
Finance – 10%: Achieve capital raise and cash management metrics in the Board of Directors approved Capital Plan
7.
Compliance - 10%: Company will be in compliance with terms of all contracts and reporting requirements demonstrated by maintaining
good standing on all government contracts, meeting all SEC rules and regulations, and achieving no identified material weaknesses in
internal controls during the FY24 audit
8.
Governance - 10%: Achieve Board of Directors approved Governance Plan
For
the avoidance of doubt, the bonus equity compensation set forth in Schedule A(3) shall be repeated in the same amounts for Fiscal Year
2024, using the Bonus Milestone Criteria set forth above. Upon achievement of the Bonus Milestone Criteria for Fiscal Year 2024, the
equity award shall be calculated as of the date of mutual execution of this Amendment.
American
Battery Technology Company, a Nevada corporation |
|
|
|
|
|
|
|
Signature: |
/s/
Ryan Melsert |
|
Signature: |
/s/
Ryan Melsert |
|
|
|
|
|
Name: |
Ryan
Melsert, CEO |
|
Name: |
Ryan
Melsert |
|
|
|
|
|
Signature: |
/s/
Andrés Meza |
|
|
|
|
|
|
|
|
|
Andrés
Meza, COO |
|
|
|
Exhibit 10.3
AMENDMENT
TO OFFER
LETTER
American
Battery Technology Company, a Nevada corporation (the “Company”) and Andrés Meza do hereby amend the Offer
Letter dated January 3, 2023, as follows:
Immediately
following the last sentence of Section 4.6, the following sentence is hereby added: “Notwithstanding anything in this Offer Letter
to the contrary, upon the occurrence of a Change of Control, all of your unvested equity compensation, including but not limited to RSUs,
options, or warrants, shall vest immediately and be fully exercisable.”
Within
Section 4.6, the following clause is hereby removed: “(a) all unvested equity compensation, including but not limited to options
or warrants, shall vest immediately upon you becoming entitled to CIC Severance Payment and (b)”.
For
bonus compensation for Fiscal Year 2024, the following shall be added to Schedule A-1:
SCHEDULE
A-1
Fiscal
Year 2024 Bonus Milestone Criteria
Bonus
Compensation Milestones
Weighting
of each milestone is identified below.
1.
TRIC Recycling Operations - 15%: Achieve Board of Directors approved Recycling Manufacturing FY24 Ramp Plan
2.
Recycling Technology - 15%: Complete Phase 2.0 Design and place purchase orders for all major equipment
3.
Tonopah Flats Resource – 15%: Publish Measured and Indicated Resource Report
4.
Primary Lithium Technology - 15%: Produce lithium hydroxide volume from pilot plant to achieve R&D and process development
requirements as approved by the Board of Directors
5.
EH&S - 10%: Achieve 95% of employees trained on all assigned Safety Training
6.
Finance – 10%: Achieve capital raise and cash management metrics in the Board of Directors approved Capital Plan
7.
Compliance - 10%: Company will be in compliance with terms of all contracts and reporting requirements demonstrated by maintaining
good standing on all government contracts, meeting all SEC rules and regulations, and achieving no identified material weaknesses in
internal controls during the FY24 audit
8.
Governance - 10%: Achieve Board of Directors approved Governance Plan
For
the avoidance of doubt, the bonus equity compensation set forth in Schedule A(3) shall be repeated in the same amounts for Fiscal Year
2024, using the Bonus Milestone Criteria set forth above. Upon achievement of the Bonus Milestone Criteria for Fiscal Year 2024, the
equity award shall be calculated as of the date of mutual execution of this Amendment.
American
Battery Technology Company, a Nevada corporation |
|
|
|
|
|
|
|
|
Signature: |
/s/
Ryan Melsert |
|
Signature: |
/s/
Andrés Meza |
|
|
|
|
|
Name: |
Ryan
Melsert |
|
Name: |
Andrés
Meza |
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