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As
filed with the Securities and Exchange Commission on May 26, 2026
Registration
No. 333-277021
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT
NO. 11
TO
FORM
S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
AMERICAN
BATTERY MATERIALS INC.
(Exact name of registrant
as specified in its charter)
Delaware |
|
2800 |
|
22-3956444 |
(State or other jurisdiction
of
incorporation or organization) |
|
(Primary Standard Industrial
Classification Code No.) |
|
(IRS Employer
Identification No.) |
American
Battery Materials Inc.
500 West Putnam Avenue , Suite 400
Greenwich , Connecticut 06830
(800) 998-7962
(Address,
including zip code and telephone number, including area code, of registrant’s principal executive offices)
David
E. Graber
Chief
Executive Officer
American Battery Materials Inc.
500 West Putnam Avenue , Suite 400
Greenwich , Connecticut 06830
(800) 998-7962
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copies
to:
Spencer G. Feldman, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas, 15 th Floor
New York, New York 10019
(212) 451-2300
|
|
Anthony
J. Marsico, Esq.
Reed
Smith LLP
599
Lexington Avenue
New
York, New York 10022
(212)
521-5400
|
Approximate
date of commencement of proposed sale to the public:
As
soon as practicable after the effective date of this registration statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended, check the following box. ☐
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
Accelerated Filer |
|
☐ |
|
Accelerated
Filer |
|
☐ |
Non-Accelerated
Filer |
|
☒ |
|
Smaller Reporting Company |
|
☒ |
|
|
|
|
Emerging Growth Company |
|
☐ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐
The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may determine.
|
The
information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the Registration
Statement filed with the Securities and Exchange Commission becomes effective. This preliminary prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
PRELIMINARY PROSPECTUS
|
|
SUBJECT
TO COMPLETION |
|
DATED
MAY 26, 2026 |
2,727,273
Shares of Common Stock
Warrants to Purchase 2,727,273 Shares of Common
Stock
2,727,273 Shares of Common Stock Issuable Upon
Exercise of Warrants
American
Battery Materials Inc.
This
is a public offering of shares of common stock, par value $0.001 per share, and warrants to purchase shares of common stock of
American Battery Materials Inc. We are offering 2,727,273 shares of common stock and accompanying warrants to purchase 2,727,273
shares of common stock. Each warrant is exercisable into one share of common stock. We have assumed a public offering price of $5.50
per share of common stock and accompanying warrant. The actual public offering price per share of common stock and accompanying
warrant will not be determined by any particular formula but will rather be determined through negotiations between us and the underwriters
at the time of pricing. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final
offering price. This prospectus also relates to the offering of the shares of common stock issuable upon exercise of the warrants.
Until completion of this offering, our common stock and warrants may only be purchased together as a unit but are immediately separable
thereafter. Each warrant will have an exercise price equal to 125% of the offering price of the common stock and accompanying warrant
in this offering, be exercisable upon issuance and expire five years after the date of this prospectus.
Our shares are quoted on the OTC Market Group’s
Pink (Current Information) Open Market under the symbol “BLTH.” On May 21, 2026, our common stock closed at $5.50
per share. We have applied to list our common stock and warrants for trading on the NYSE American and expect such listing to occur
concurrently with this offering. No assurance can be given that our application will be approved. A NYSE American listing for our
common stock is a condition to completing this offering.
Investing
in our shares of common stock and accompanying warrants involves a high degree of risk. See the section titled “Risk
Factors” beginning on page 14 of this prospectus to read about factors you should consider before purchasing our securities.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
| |
Per
Share of Common Stock and Accompanying Warrant | |
Total |
Public offering price | |
$ | | |
$ | |
Underwriting
discounts and commissions (1) | |
$ | | |
$ | |
Proceeds to us, before expenses | |
$ | | | |
$ | | |
(1) |
Underwriting
discounts and commissions do not include a non-accountable expense allowance equal to 1.0% of
the public offering price payable to the underwriters. We refer you to “Underwriting” beginning on page 54 for
additional information regarding underwriters’ compensation. |
We
have granted a 45-day option to the representative of the underwriters to purchase up to 409,091 additional shares of our common
stock and accompanying warrants, solely to cover over-allotments, if any, at the public offering price less underwriting discounts
and commissions.
The
underwriters expect to deliver the securities to purchasers on or about ,
2026.
ThinkEquity
The
date of this prospectus is ,
2026
|
i |
ii |
iii |
American
battery materials INC.
Table
of Contents
|
|
Page |
PROSPECTUS SUMMARY |
|
1 |
RISK FACTORS |
|
14 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS |
|
23 |
USE OF PROCEEDS |
|
24 |
DIVIDEND POLICY |
|
25 |
CAPITALIZATION |
|
26 |
DILUTION |
|
27 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
|
28 |
BUSINESS |
|
34 |
MANAGEMENT |
|
44 |
EXECUTIVE COMPENSATION |
|
47 |
PRINCIPAL STOCKHOLDERS |
|
49 |
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS |
|
50 |
DESCRIPTION OF CAPITAL STOCK |
|
51 |
SHARES ELIGIBLE FOR FUTURE SALE |
|
53 |
UNDERWRITING |
|
54 |
LEGAL MATTERS |
|
62 |
EXPERTS |
|
62 |
WHERE YOU CAN FIND MORE INFORMATION |
|
62 |
INDEX TO FINANCIAL STATEMENTS |
|
F-1 |
iv |
About
this Prospectus
Neither
we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in
this prospectus. We and the underwriters take no responsibility for and can provide no assurance as to the reliability of, any other
information that others may give you. This prospectus is an offer to sell only the securities offered hereby and only under circumstances
and in jurisdictions where it is lawful to do so. No dealer, salesperson or other person is authorized to give any information or to
represent anything not contained in this prospectus. You should assume that the information appearing in this prospectus is accurate
only as of the date on the front of this prospectus. Our business, financial condition, results of operations and prospects may have
changed since that date.
We
are not and the underwriters are not, offering to sell or seeking offers to purchase these securities in any jurisdiction where the offer
or sale is not permitted. We and the underwriters have not done anything that would permit this offering or possession or distribution
of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the
United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to, the
offering of the securities as to distribution of the prospectus outside of the United States.
The
industry and market data and certain other statistical information used throughout this prospectus are from our own research, surveys
or studies conducted by third parties and industry or general publications. Industry publications and third-party research, surveys and
studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee
the accuracy or completeness of such information. We are responsible for all of the disclosures contained in this prospectus and
we believe that these sources are reliable; however, we have not independently verified the information contained in such publications.
While we are not aware of any misstatements regarding any third-party information presented in this prospectus, their estimates, in particular,
as they relate to projections, involve numerous assumptions, are subject to risks and uncertainties and are subject to change based on
various factors, including those discussed under the section entitled “Risk Factors” and elsewhere in this prospectus. Some
data are also based on our good faith estimates.
v |
PROSPECTUS
SUMMARY
This
summary highlights information contained in greater detail elsewhere in this prospectus. This summary is incomplete and does not contain
all the information you should consider in making your investment decision. You should read the entire prospectus carefully before investing
in our securities. You should carefully consider, among other things, our financial statements and the related notes and the sections
entitled “Risk Factors,” “Summary Consolidated Financial Data” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” included elsewhere in this prospectus. Unless otherwise indicated or the context
otherwise requires, the terms “we,” “us,” “our,” and “our company” refer to American
Battery Materials Inc., a Delaware corporation.
Our
Company
We
operate as a U.S. based renewable energy company focused on the extraction, refinement and distribution of technical minerals in an environmentally
responsible manner. In November 2021, we found ourselves with the unique opportunity to acquire federal mining claims that historically
reported high levels of lithium, magnesium and other technical minerals crucial to produce batteries used in many technology products
and markets. Subsequent to acquiring such mining claims, we hired industry veterans that bring us decades of experience, credibility
and relationships. We intend to implement emerging direct lithium extraction (“DLE”) technologies to extract lithium and
magnesium from the production of subsurface brines.
We
own mineral rights on a total of 743 placer claims covering 14,320 acres (approximately 22 square miles), located in the Lisbon Valley
of Utah. All claims are registered with the U.S. Department of the Interior Bureau of Land Management (“BLM”) and are in
good standing. The property and acreage position includes nine previously drilled wells (plugged and abandoned) that could be re-entered
to test the prospective brine-bearing strata within the Paradox Formation beneath the claims position. We are defined as an exploration
stage issuer under Regulation S-K Subpart 1300 (“Regulation S-K Subpart 1300”) of the U.S. Securities and Exchange Commission
(the “SEC”). An independent third-party technical report indicated that further investment and development in the claims
was warranted, given the abundant evidence from oil, gas and potash wells drilled in the Paradox Basin that indicates that there is a
high probability of identifying and producing super saturated brines from beneath the property position. The 1978 USGS Open File Report
(Hite), which documented a brine sample from the Fed 88-21P potash well (located within the current Lisbon Valley Lithium Project area)
containing 340 ppm lithium and an exceptional 74,400 ppm magnesium. However, no determination has been made whether we have any reserves
of minerals or whether mineralization could be economically and legally produced or extracted yet. We have no mineral reserves as defined
by Regulation S-K Subpart 1300 and have had no mining revenue to date.
Our
Growth Strategy
Our
strategic goal is to become a producer of lithium and magnesium in the United States. Currently, the U.S. has no domestic primary
magnesium production since the last facility idled in 2020 amid high energy costs, stringent regulations, and competition from low-cost
Chinese imports, leaving the nation 100% import-dependent for primary magnesium metal. We are one of only three major domestic
efforts underway to restart primary production: alongside startups like Magrathea Metals (developing seawater electrolysis tech with
DoD backing) and Tidal Metals (pioneering zero-carbon electrical extraction from seawater brines). Our company is positioned to
help rebuild a secure, sustainable U.S. supply chain for this critical mineral essential to defense, automotive lightweighting, and clean
energy technologies.
We
believe that a strategy centered on advanced brine extraction technologies, specifically Direct Lithium Extraction (DLE), a process that pumps lithium-rich brine to the surface and selectively extracts lithium on-site using sorbents, ion
exchange, or membranes before reinjecting the lithium-depleted brine back into the subsurface, represents
the most cost-effective, environmentally responsible, and capital-efficient pathway currently available for domestic lithium and magnesium
production compared to traditional hard-rock mining or conventional solar evaporation. DLE enables accelerated production timelines (months
rather than years), lithium recovery rates exceeding 90%, markedly lower water consumption, a minimal surface footprint, and the ability
to co-produce high-value magnesium while reinjecting spent brine into the formation to maintain reservoir pressure and eliminate tailings
entirely. By avoiding surface disturbance and permanent land deconstruction, this closed-loop approach aligns fully with our sustainability
and ESG objectives. We intend to develop our projects on a measured timeline that balances near-term cash flow generation with long-term
value maximization, delivering secure, low-carbon domestic supply of these critical minerals in a manner that is both economically superior
and environmentally responsible.
We
have been executing the necessary steps to determine analytical results for our technical report, which should provide current results,
analytical, geotechnical modeling, aquifer modeling, recharge, flows and depth. We have engaged RESPEC Company LLC (“RESPEC”)
as our geotechnical, engineering and resource management firm to assist in the exploration of the Lisbon Valley brine extraction project
(the “Lisbon Valley Project”). Leveraging the expertise of both our management team and RESPEC,
our plan is to focus on several initiatives, including:
|
● |
advancement
of geotechnical, engineering, geology and fieldwork to complete technical reports on the Lisbon Valley Project; |
|
● |
understanding
Lisbon Valley brines, on and around our owned leases; |
|
● |
develop
a well plan to re-enter, sample and test the Superior 88-21 Peterson Federal ST1 well, a potash well that has a historical lithium
concentration of 340 ppm (parts per million) and 74,400 ppm of magnesium; |
1 |
|
● |
enter other prospective
plugged and abandoned wells, taking brine samples and performing hydrological testing at each identified high potential zone to evaluate
the properties of the clastic formation; |
|
● |
as
information collection and analysis advances, prepare technical reports following the Regulation S-K Subpart 1300’s
standards of disclosure for mineral projects, including an initial assessment, preliminary feasibility study and feasibility study; |
|
● |
not only test
the collected brines for lithium and magnesium, but also for previously identified high value elements such as cobalt, manganese,
suites of metals in the alkaline earth metals, transition metals and halogens group; and |
|
● |
based
on the results of the Superior 88-21 Peterson Federal ST1 well, develop area resource estimates. |
The
Lisbon Valley of Utah provides a number of collaborative benefits to attain these initiatives, including:
|
● |
an
area historically rich with industrial
and natural resource extraction; |
|
● |
a
developed infrastructure including access to high voltage electrical power as well as proximity to major roadways and rail spurs;
and |
|
● |
state
and local agency support from the Utah Division of Oil, Gas and Mining (“UDOGM”) and the Trust Land Administration (“SITLA”). |
In
order to achieve our current objectives at the Lisbon Valley Project, our estimated pre-production phase timelines and significant milestones
include (i) the processing and approval by the BLM of our exploration permits to drill that was completed within the fourth quarter
of 2024, (ii) the commencement of drilling exploration wells in the second quarter of 2026, (iii) the preparation of our
Regulation S-K Subpart 1300 technical report on our exploration results in the third quarter of 2026, (iv) the selection of a
DLE technology provider in the third quarter of 2026, (v) the development and building of a pilot lithium and magnesium extraction
plant in the second half of 2026, and (vi) the commencement of drilling production wells by the first half of 2027.
Our production phase, which primarily includes the building of a permanent lithium and magnesium extraction plant, is estimated to begin
in 2028.
As
part of our strategy for growth, our Lisbon Valley Project and other projects and strategic investments will be developed on measured
timelines, and we will evaluate opportunities to further expand our resource base and production capacity. We understand that our estimated
timelines and milestones are subject to a variety of operating, financial and regulatory risks and delays, including, without limitation,
obtaining operating permits, government approvals and adequate funding. We are also focused on the implementation of DLE technologies,
which we believe may have the potential to significantly increase the supply of lithium and magnesium from brine as other technologies
have increased the supply of oil from shale.
We
will also look to expand our holdings in the Lisbon Valley area with the acquisition of additional mineral claims and joint venture
opportunities. We continue to explore and evaluate opportunities to further expand our resource base and production capacity through
the possible acquisition of properties and projects in other areas of the United States and in South America.
To
achieve our goal of becoming a producer of lithium and magnesium, we will rely on our competitive strengths and experienced management
team to explore and consider opportunities to generate revenue and increase our projects, properties and assets, as well as explore potential
funding options. Some opportunities for growth may be in the form of (i) strategic partnerships, (ii) off-take agreements, (iii) diversification
of projects and properties, (iv) acquisitions of companies and technologies and (v) participation in related commercial development activities.
2 |
Our
Market Opportunity
Our
Lisbon Valley Project is located in San Juan County, Utah, approximately 35 miles southeast of the city of Moab and part of the Paradox
Basin geological formation. The Lisbon Valley Project consists of 743 placer mining claims staked on U.S. government land administered
by the BLM covering 14,320 acres, part of a semi-contiguous group named the LVL Group. The map below shows the location of our
Lisbon Valley Project, including the Superior 88-21 Peterson Federal ST1 well, and the approximate location of our claims.
3 |
The
original 102 placer claims that we acquired were staked by Plateau Ventures LLC and have been assigned to our wholly owned subsidiary,
Mountain Sage Minerals, LLC. Our additional 641 placer claims are also registered in the name of Mountain Sage Minerals, LLC. All such
claims have been registered and are currently in good standing with the BLM. All 743 claims have been staked, recorded and are in good
standing with BLM until this year’s maintenance fee renewal on September 1, 2026. No other mineral, land or water rights
have been applied, granted or permitted to or by Mountain Sage Minerals, LLC, on such properties. The diagram below is an overview of
our claims which comprise our Lisbon Valley Project.
The
maps above are referenced with Public Land Survey System ( “ PLSS”) and a latitude/longitude reference coordinate, accurate
to 50 feet.
Our
placer claims are plotted on the figures above, which is a PLSS map using Salt Lake City Prime Meridian.
The claims are located in Southeast Utah in sections 17-18, 20-22, 25-29, 33-35 of Township 30 South and Range 25 East; sections 1, 3,
4, 8-15 of Township 31 South and Range 25 East; sections 31 of Township 30 South and Range 26 East and sections 5-9, 17 and 18 of Township
31 South and Range 26 East. The latitude and longitude of the southeast corner of Section 36, Township 30 South, 25 East noted on the
figure is accurate to +/- 50 feet.
Oil
and gas drilling and production, along with ranching, have made the area relatively accessible. There is a network of dirt and paved
roads within the claims area, which service the oil and gas wells and the Lisbon Valley copper mine. The Lisbon Valley copper mine
is in the heart of the Lisbon Valley and is currently producing copper cathode. Two existing natural gas pipelines traverse the
claims. High voltage electrical power is supplied to the Lisbon Valley copper mine, also within the claim area, for use in the
electrowinning copper recovery process. Nine wellbores (eight oil and gas and one potash) are available for re-entry and nearby
water rights and private land are available for sale or lease.
The
region has a history of mining, primarily uranium and vanadium, that dates back as far as 1881. Moab, Utah, the nearest population center
to the property, is a city of 5,336 persons (2020 Census). It is located in a relatively remote portion of Utah but is easily accessed
by U.S. Highway 191. Highway 191 intersects with Interstate 70 about 30 miles (48 kilometers) north of Moab, at Crescent Junction. Moab
is a tourist destination and has numerous motels and restaurants. Moab is the nearest source of labor.
4 |
There
has been no exploration or drilling conducted on the property by ABM; however, historical drilling by oil, gas, and potash operators
on ABM claims, as well as in the surrounding area, has contributed valuable data registered with the United States Geological Survey
(USGS). It will be necessary for us to re-enter an existing well or drill a new well to obtain brine samples for further analysis
and metallurgical testing. The exploration permit for the site has been obtained from both the Federal BLM and the State UDOGM. ABM is
currently preparing for the operational drilling phase of the project subject to obtaining financing.
5 |
The
Lithium and Magnesium Market
Lithium
and magnesium are on the list of the 35 minerals considered critical to the economic and national security of the United States,
as first published by the U.S. Department of the Interior on May 18, 2018.
On
March 20, 2025, President Donald J. Trump signed an Executive Order aimed at increasing American mineral production to enhance national
security, reduce reliance on foreign minerals, and create jobs. The order directs federal agencies to expedite permitting for mineral
projects, prioritize critical mineral deposits on federal lands, and utilize the Defense Production Act to expand domestic capacity.
The Executive Order also establishes a critical minerals fund and encourages collaboration with private industry to secure a resilient
supply chain for materials like rare earths, uranium, copper, and coal. Highlighting the strategic importance of critical minerals for
emerging technologies and military readiness, the administration seeks to address the U.S.’s significant import dependence—particularly
on China, which supplies 70% of rare earths— and signal a clear shift in focus toward U.S.-centric projects and national security.
In an article from April 4, 2024, titled “US lithium demand predicted to grow nearly 500% by 2030”, Fastmarkets forecasts
a significant growth in demand for lithium in the US of 487% to almost 412,000 tonnes of lithium carbonate equivalent by 2030.
In August 16, 2022, Section
45X Advanced Manufacturing Production Tax Credit (AMPTC) was enacted as part of the Inflation Reduction Act. For critical minerals listed
under Section 45X(c)(6) (explicitly including lithium and magnesium) the credit delivers a 10% cash tax credit (or direct-pay equivalent
for certain entities) on the taxpayer’s eligible costs of production. IRS final regulations issued October 28, 2024 clarified that
the cost basis can include U.S.-based extraction costs and both direct and indirect material costs (even if sourced internationally),
provided proper supplier certifications are obtained to prevent double-claiming. On July 4, 2025, President Trump signed H.R.1, the One
Big Beautiful Bill Act (OBBBA), into law, introducing revisions to the Section 45X Advanced Manufacturing Production Tax Credit for critical
minerals. The OBBBA eliminates this exemption, imposing a phasedown to 75% (7.5%) in 2031, 50% (5%) in 2032, and 25% (2.5%) in 2033 before
full termination on December 31, 2033, limiting full access to pre-2032 operational projects.
In
June 2021, the U.S. Department of Energy published a report titled “National Blueprint for Lithium Batteries 2021-2030” (the
“NBLB Report”) which was developed by the Federal Consortium for Advanced Batteries (“FCAB”), a collaboration
by the U.S. Departments of Energy, Defense, Commerce, and State. According to the NBLB Report, one of the main goals of this U.S.
government effort is to “secure U.S. access to raw materials for lithium batteries”. The NBLB Report summarizes the U.S.
government’s views on the need for lithium and the expected growth of the lithium battery market as follows:
●
“A robust, secure, domestic industrial base for lithium-based batteries requires access to a reliable supply of raw, refined, and
processed material inputs…”; and
●
“The worldwide lithium battery market is expected to grow by a factor of 5 to 10 in the next decade.”
The magnesium market presents
significant growth opportunities across multiple high-demand sectors. In the automotive industry, magnesium’s lightweight properties
are essential for meeting stringent weight performance metrics in cars and trucks, enhancing fuel efficiency and performance. Similarly,
in aerospace, magnesium’s exceptional strength-to-weight ratio, corrosion resistance, and efficient heat dissipation make it indispensable
for cutting-edge applications. Furthermore, magnesium’s designation as a critical mineral by the U.S. Geological Survey (2022)
qualifies it for Defense Production Act Title III support, bolstering domestic supply chains and reinforcing its strategic importance.
The U.S. budget reconciliation bill’s allocation of $20 billion to domestic munitions production underscores the need for reliable
magnesium supplies, critical for advanced weaponry. The U.S. now relies entirely on magnesium imports and recycling to meet domestic
demand. Global primary magnesium production in 2023 was estimated at 940,000 metric tons, with China dominating at nearly 90% of the
supply. The last remaining primary facility, US Magnesium LLC’s electrolytic plant in Rowley, Utah (which drew magnesium chloride brine
from the Great Salt Lake) effectively ceased primary magnesium output in late 2019/early 2020 and has remained idled ever since.
The
growth in electric vehicles (“EVs”) will provide the greatest needs for lithium-based batteries. The BloombergNEF
Electric Vehicle Outlook 2024 presents an optimistic view of EV demand and sales growth, albeit not at the accelerated pace
witnessed during 2020-2024. According to that report, global passenger EV sales are projected to climb
from 13.9 million in 2023 to over 30 million by 2027, with the EV share of new vehicle sales reaching 33%, driven by
declining battery costs—down 90% over the past decade—and innovative models from automakers. Meanwhile, the report notes
that the commercial sector is accelerating, with electric vans and buses poised for significant gains; sales of electric light-duty
delivery vans and trucks are spreading rapidly in China, South Korea, and Europe, approaching one-third of sales by 2030, while municipal
buses are expected to exceed 60% of sales by the same year.
The
U.S. EV market is showing promising growth, with Kelley Blue Book reporting in an article from January 14, 2025, titled
“America Set EV Sales Record in 2024” that 1.3 million EVs were sold in 2024—a 7.3% rise from 2023—bolstered
by a strong fourth quarter where sales grew over 15% compared to the previous year. Cox Automotive’s 2025 outlook offers a positive
forecast, predicting EVs and hybrids will account for 25% of U.S. car sales, with full EVs expected to reach 10%, up from 7.5% last year,
suggesting steady progress in electrification. Despite uncertainties around tariffs and potential changes to federal clean vehicle credits,
EV adoption continues to climb—Rho Motion, in a press release from March 12, 2025 titled “Global EV Sales Up 50% in February
2025”, notes an encouraging 28% increase in sales for fully electric and plug-in hybrid models in the first two months of 2025
in the U.S. and forecast a 16% growth in U.S. and Canada in 2025 versus 2024, reflecting a resilient and growing interest in EVs among
American buyers.
The
Canaccord Genuity report from March 20, 2025, highlights that while EV sales are expected to grow at a slower pace —with a revised
forecast showing more modest 10% CAGR to 2035, down from a 40% CAGR between 2020 and 2024—the burgeoning Battery Energy Storage
Systems (BESS) market will help offset this decline. BESS installations have surged at a 150% CAGR since 2020, reaching 166 GWh in 2024,
and are projected to grow to 2,100 GWh by 2035 at a 20% CAGR. This growth is driven not only by traditional grid and behind-the-meter
applications but also by increasing integration with renewable energy sources for data centers, which are expected to account for 5%
of global electricity demand by 2035 (up from 3%). This expansion in BESS capacity provides a robust counterbalance to the tempered EV
market, supporting continued demand for battery materials despite the EV slowdown.
Despite
current oversupply and low prices in battery raw material markets, in an article from January 7, 2025, titled “Battery
minerals deficits continue to be expected within a decade”, Benchmark Minerals forecasts significant deficits within a decade,
with lithium and nickel facing shortfalls of 572,000 tonnes and 839,000 tonnes by 2034—seven times larger than today’s surpluses.
To meet 2030 battery demand, $514 billion in investment is needed, including $220 billion for upstream projects, with nickel ($66 billion)
and lithium ($51 billion) requiring the most. Lithium is seen as the primary bottleneck, needing mined supply to jump from over 1 million
tonnes in 2024 to 2.7 million tonnes by 2030, driven largely by EVs. Western efforts to reduce reliance on China, where costs are lower
due to lax regulations, may increase this investment figure, while the slow pace of mine development (5-25 years) versus faster midstream/downstream
projects (under 5 years) highlights a critical disconnect, underscoring the urgent need for upstream investment to support gigafactories
and future EV growth.
While
these figures are robust relative to historical data, there can be no guarantee that ultimate consumer adoption for EVs and plug-in-hybrid
vehicles will drive lithium demand as predicted.
6 |
Lithium
and Magnesium Brine Deposits and Direct Lithium Extraction
Lithium
and magnesium are mined from three different deposit types: brine deposits, pegmatite deposits (also referred to as “hard rock”)
and sedimentary deposits (also referred to as clay deposits). Brine deposits are the most common, accounting for more than half of the
world’s known lithium reserves and often contain magnesium as a significant co-occurring element. The economic focus in
pegmatite and sedimentary deposits typically remains on lithium or other primary minerals. All of our current projects focus on brine
deposits, where both lithium and magnesium are present, with magnesium often considered a key co-product or impurity. In 2023, Fastmarkets
projected that by 2030, 13% of global lithium production will come from DLE, with Chile and Argentina currently
leading in brine-based lithium production.
We
intend to recover lithium, magnesium and other potential minerals from brine through DLE rather than evaporation ponds. We believe
the DLE method has been gaining favor in the lithium industry over the last several years because it does not involve the use of evaporation
ponds. DLE is more acceptable from an environmental standpoint because it requires a much smaller footprint and minimal water consumption.
To date, we have not done any testing for the possibility of using DLE and will not be able to do any testing until samples of brine
are acquired from the target formations. See “Risk Factors – Our success as a company producing lithium, magnesium
and related products depends to a great extent on our research and development capabilities for direct lithium extraction and our ability
to secure capital for the implementation of brine processing plants.”
Direct
extraction technologies isolate lithium and
magnesium out of brine using filters, membranes, ceramic beads or other equipment, which is often housed in a small warehouse, significantly
shrinking the environmental footprint of evaporation ponds used to produce commercial quantities of lithium and magnesium. In
DLE, subsurface lithium and magnesium from brine is pumped to a processing unit where an adsorption, resin or membrane material
is used to extract only the lithium and magnesium from the brine, while spent brine can be reinjected into the basin aquifers.
The extracted solution is then polished of impurities to yield battery-grade lithium or magnesium chloride product suitable for
sale in the global market for batteries and other applications. The more rapid production timeframe and possible brine reinjection
into the aquifer is a key environmental differentiator between the DLE process and traditional lithium process that uses evaporation
ponds.
Removing
magnesium from brines prior to the DLE process significantly enhances its efficiency by addressing the challenges
posed by high Mg/Li ratios, which often exceed 40:1 in natural brines. Implementing a dedicated magnesium extraction (DME) package before
DLE reduces this ratio, enabling higher lithium selectivity and recovery rates by minimizing magnesium’s interference with sorbents or
extractants. This pretreatment also prolongs the lifespan of adsorbents by preventing magnesium-induced fouling or scaling, which can
degrade equipment performance and increase maintenance costs. By reducing these operational costs through lower maintenance and reagent
consumption, magnesium stripping further optimizes the process. Additionally, if pH adjustments are required during DLE, removing magnesium
first allows the resulting solid waste to be repurposed as magnesia salt, creating a value-added byproduct stream that enhances the process’s
economic viability. By streamlining lithium extraction and mitigating operational issues, magnesium stripping optimizes DLE efficiency
and supports sustainable, cost-effective lithium production.
There
are several technologies to extract lithium and
magnesium, broadly grouped into four main categories: adsorption, ion exchange, solvent extraction and chemical
precipitation:
|
● |
Adsorption
physically absorbs lithium chloride (“LiCl”) or magnesium chloride (“MgCl2”) molecules onto the surface
of a sorbent from a loaded solution, with the lithium and magnesium then stripped from the surface of the sorbent using
water. |
|
● |
Ion
exchange takes lithium or magnesium ions from the solution and replaces them with a different positively charged cation that
is contained in the sorbent material. An acidic (or basic) solution is required to strip the lithium and magnesium from the
material and regenerate the sorbent material. |
|
● |
Solvent
extraction removes lithium and magnesium ions from solution by contacting the solution with an immiscible fluid (i.e., oil
or kerosene) that contains an extractant that attaches to lithium and magnesium ions and brings them into the immiscible fluid,
with the lithium and magnesium then stripped from the fluid with water or chemical treatment. This is the most effective
direct extraction technology for magnesium and reduces the Mg/Li ratio in the brine, facilitating easier lithium extraction. |
|
|
|
|
● |
Chemical precipitation is a physical-chemical process
that uses a water-soluble salt that reacts with dissolved Li or Mg ions generating an insoluble salt that is removed from solution
by filtration. This typically occurs in the pH adjustment of brines or for the isolation of magnesium from seawater and brine. |
7 |
Our
identification as an “environmentally minded” business is evidenced by our commitment to deploy DLE rather than the typical
extraction techniques of hard-rock mining or underground brine water. Unlike those traditional methods for producing lithium and magnesium,
DLE uses filters, membranes or resin materials to extract the mineral from brine water, resulting in:
|
● |
usage of less water; |
|
● |
recycling of the majority
of the brine water used; |
|
● |
consumption of less fossil
fuels; |
|
● |
reduction in the need for
additional processing and alternative mining sources; and |
|
● |
leaving
an anticipated smaller physical and environmental footprints than would be required for the use of evaporation ponds. |
Traditionally,
lithium and magnesium produced from brine water is stored in evaporation ponds. As the water evaporates, the other elements of
the brine such as magnesium or calcium precipitate out, leaving the brine more concentrated to produce lithium carbonate or magnesium
chloride. The evaporation process can take from 9 to 18 months depending on the type of project and weather conditions. With DLE,
that process can be shortened to days or even hours. DLE also reduces the amount of land required for the pond evaporation process, while
the potential to reinject the remaining brine water after the process further reduces the environmental impact.
The
BLM Permit Process
We
filed our initial applications in August 2023 with the UDOGM and the BLM. We received UDOGM approval in April 2024 and BLM final approval
in November 2024, conditional on the payment of the surety bond. The federal authorization pathway for activities on BLM-managed lands
consists of two interconnected processes: (1) the Plan of Operations (POO) review and (2) the National Environmental Policy Act (NEPA)
analysis. These processes run concurrently in several areas and together determine the overall permitting timeline.
The
POO process begins with project identification, refinement of technical details, and the completion of required civil, cultural, biological,
and environmental surveys. Survey results form the baseline information for agency review. After survey work is complete, the initial
POO is submitted to the BLM, followed by onsite evaluations and revisions. Bonding and reclamation documentation proceed in parallel.
Once all required updates and bonding materials are submitted, the BLM completes its application and bond review before issuing a final
approval.
The
NEPA process begins with BLM’s Notice of Intent and public scoping. Kickoff meetings with the BLM interdisciplinary team and cooperating
agencies establish issues to be analyzed, define alternatives, and outline analytical requirements. Draft environmental documents are
prepared and reviewed, followed by a 45 to 60-day public comment period. Comments are addressed, the analysis is updated, and BLM
prepares the final environmental documentation, typically including a Finding of No Significant Impact (FONSI) and a Decision Record.
A 30-day appeal period may follow, depending on the determination.
The
combined timeline for the POO and NEPA processes typically ranges from approximately 6 to 8 months. This includes survey execution, onsite
reviews, POO revisions, bonding, NEPA scoping, environmental analysis, the public comment period, and final agency review. Actual durations
depend on data readiness, complexity of alternatives, and scheduling coordination across required steps.
There
has been no exploration or drilling conducted on the property by ABM; however, historical drilling by oil, gas and potash operators
on ABM claims, as well as in the surrounding area, has contributed valuable data registered with the USGS. It will be necessary for us
to re-enter an existing well or drill a new well to obtain brine samples for further analysis and metallurgical testing. The exploration
permit for the site has been obtained from both the Federal BLM and the State UDOGM. ABM is currently preparing for the operational drilling
phase of the project subject to obtaining financing.
We
believe there is evidence from oil, gas and potash wells drilled in the Paradox Basin indicating a high probability of identifying
and producing super saturated brines from beneath the Project. The geology of the area of the Project and of the Paradox Basin
as a whole is complex, although zones have been targeted and proven, and they are mappable within and beyond the claims area.
It is not likely that the same zones vary significantly in terms of reservoir quality and thickness as evidenced by log analysis;
however, these parameters have not been confirmed by actual testing by us.
8 |
We
have not calculated mineral and resource estimation and have no revenue being generated from the subject property. The only way to determine
if the lithium and magnesium enriched brines exist and can be economically produced from the target zones is to drill exploration wells
to produce and test brine from the targeted zones. We, through our wholly owned operating company Mountain Sage Minerals, LLC,
intend to drill two appraisal wells on the subject property to evaluate reservoir properties (porosity, permeability and pressure),
flow rates and in situ mineral concentrations. Information from the two wells will be used to assess the resource potential and devise
a detailed development plan. The subsurface data collected from the two wells will be used to refine our proprietary subsurface model.
The development model will include a proprietary 3D seismic survey to refine the subsurface model and delineate reservoir(s) continuity
below the subject property and allow the team to select optimal spacing of future well locations and the network of production and injection
wells required to fully develop potential mineral (brine) resources. Based on the studies, referenced in our technical report, regarding
brine analysis within the Paradox Basin, we believe there is a high probability that lithium and magnesium mineralization in brines occurs
beneath the Project. This confidence is anchored by the 1978 USGS Open File Report (Hite), which documented a brine sample from the
Fed 88-21P potash well—located within the current Lisbon Valley Lithium Project area—containing 340 ppm lithium and an exceptional
74,400 ppm (7.44 %) magnesium. These grades are among the strongest ever recorded in U.S. brines, with lithium comparable to operating
benchmarks and magnesium significantly richer than Great Salt Lake or Dead Sea feedstocks.
We
have retained a third-party consulting firm to assist with drilling, completion and review of test results for the two appraisal wells.
Any extracted brines should be tested to determine lithium, magnesium and other important mineral concentrations and to prove
the economic viability of a pilot and permanent production program. We have identified an appraisal and development program that is proprietary.
This information will be disclosed in an advanced technical report after the appraisal wells are drilled and individual zones are identified
and fully evaluated. Cost estimates and authority for expenditures for both well tests and the 3D Survey are currently in process.
The
Technical Report Summary on the Lisbon Valley Project prepared by Bradley C. Peek, MSc. of CPG Peek Consulting, Inc.,
in accordance with Regulation S-K Subpart 1300, is included as an exhibit to this registration statement of which this prospectus
forms a part . The effective date of the report is October 31, 2023.
Selected
Risks Associated with Our Business
Investing
in our shares of common stock and accompanying warrants involves a high degree of risk. Our ability to execute on our growth
strategies is subject to risks. The risks described under the heading “Risk Factors” immediately following this
prospectus summary may have an adverse effect on our business, cash flows, financial condition and results of operations or may cause
us to be unable to execute all or part of these strategies successfully. Below are the principal factors that make an investment in our
company speculative or risky:
|
● |
Our
future performance is difficult to evaluate because we have a limited operating history in the lithium and magnesium industry. |
|
● |
We
have a history of losses and expect to continue to incur losses in the future. |
|
● |
There
is substantial doubt about our ability to continue as a going concern. |
|
● |
We
are an exploration stage issuer and there is no guarantee that our development will result in the commercial extraction of mineral
deposits. |
|
● |
We
face numerous risks related to exploration, construction and extraction of mineral deposits. |
|
● |
The
mineral and chemical processing industry is intensely competitive. |
|
● |
Our
long-term success will depend ultimately on our ability to generate revenues, achieve and maintain profitability and develop positive
cash flows from our lithium activities. |
|
● |
Our
growth strategy depends on our ability to successfully access the capital and financial markets. Any inability to access the
capital or financial markets may limit our ability to meet our liquidity needs and long-term commitments, fund our
ongoing operations, execute our business plan or pursue investments that we may rely on for future growth. |
9 |
|
● |
We
are dependent upon key management employees, whose loss may have an adverse effect on our performance. |
|
● |
Our ability to manage growth
will have an impact on our business, financial condition and results of operations. |
|
● |
Lawsuits
may be filed against us and an adverse ruling in any such lawsuit may adversely affect our business, financial condition or liquidity
or the market price of our securities. |
|
● |
Our
success as a company producing lithium, magnesium and related products depends to a large extent on our research and development
capabilities for direct lithium extraction and our ability to secure capital for the implementation of brine processing plants. |
|
● |
The
development of non-lithium battery technologies could adversely affect our company. |
|
● |
Our
business is subject to cybersecurity risks. |
|
● |
We will be required to
obtain governmental permits and approvals in order to conduct development and extraction operations, a process that is often costly
and time-consuming. There is no certainty that all necessary permits and approvals for our planned operations will be granted. |
|
● |
Our
operations face substantial regulation governing worker health and safety. |
|
● |
Compliance
with environmental regulations and litigation based on environmental regulations could require significant expenditures. |
|
● |
Lithium
and magnesium prices are subject to unpredictable fluctuations. |
|
● |
Changes
in technology or other developments could adversely affect demand for lithium and magnesium compounds or result in preferences
for substitute products. |
|
|
|
|
● |
An active trading market for our common stock and accompanying
warrants may not develop and you may be unable to resell these securities at or above the public offering price. |
|
|
|
|
● |
Our officers and directors have significant voting power
and may take actions that may not be in the best interests of other stockholders. |
|
|
|
|
● |
Future sales and issuances of our common stock could
result in additional dilution of the percentage ownership of our stockholders and could cause our share price to fall. |
10 |
Corporate
and Background Information
We
are a Delaware corporation. Our corporate office is located at 500 West Putnam Avenue, Suite 400, Greenwich, Connecticut 06830. Our telephone
number is (800) 998-7962. We maintain one active website, www.americanbatterymaterials.com, which serves as our corporate website and
contains information about our company and business.
We
were originally incorporated in the State of Delaware on March 26, 2007 under the name Internet Media Services, Inc. On April 9, 2010,
we filed a Form S-1 registration statement with the SEC in order to become an SEC reporting company. On January 7, 2014,
we entered into an Exchange of Securities Agreement with U-Vend Canada, Inc., under which we acquired all outstanding shares of U-Vend
in exchange for shares of our common stock. While the transaction did not result in a change of control of our company, it did result
in a new line of business for us. On April 15, 2014, we filed a certificate of amendment to change the name of our company
to U-Vend Inc. On February 26, 2018, we filed a Certificate of Amendment to change the name of our company to BoxScore Brands, Inc. On
October 20, 2022, we filed an amendment to our certificate of incorporation to, among other things, change the name of our company from
BoxScore Brands, Inc. to American Battery Materials Inc. The name change was processed by FINRA and became effective
as of May 1, 2023.
Channels
for Disclosure of Information
Investors
and others should note that we use social media to communicate about our company, our recent business developments and other matters
with the public. Any information we consider to be material to an evaluation of our company will be included in filings on the SEC website,
http://www.sec.gov and may also be disseminated using our investor relations website, which can be found at http://www.americanbatterymaterials.com
and press releases. However, we encourage investors, the media and others interested in our company also to review our social media channels.
The
information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and
you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus or in deciding
whether to purchase our common stock.
11 |
Summary
of the Offering
Common
Stock and Warrants offered |
|
2,727,273
shares of common stock and accompanying warrants to purchase 2,727,273 shares of common stock (3,136,364 shares of common
stock and warrants to purchase 3,136,364 shares of common stock if the underwriters exercise their over-allotment option
in full) at an assumed public offering price of $5.50 per share of common stock and accompanying warrant. |
|
|
|
Description
of Warrants |
|
Each
share of our common stock offered is being sold together with a warrant to purchase one share of common stock. The warrants will
be exercisable beginning on the date of issuance and expire on the five-year anniversary of the date of issuance at an initial exercise
price per share equal to $6.88, which is 125% of the offering price of the common stock and accompanying warrant in this offering,
subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications,
reorganizations or similar events affecting the common stock. Notwithstanding the foregoing, we will not effect any exercise of the
warrants to the extent that, after giving effect to an exercise, the holder of warrants (together with such holder’s affiliates,
and any persons acting as a group together with such holder or any of such holder’s affiliates) would beneficially own a number
of shares of common stock in excess of 4.99% (or, at the election of the purchaser prior to the date of issuance, 9.99%) of the shares
of common stock then outstanding after giving effect to such exercise. The terms of the warrants will be governed by a warrant agent
agreement (the “Warrant Agent Agreement”), dated as of the closing date of this offering, that we expect to enter into
with Transfer Online, Inc., as warrant agent. This prospectus also relates to the offering of the shares of common stock issuable
upon exercise of the warrants. |
|
|
|
Common
Stock to be outstanding immediately after this offering and note conversion |
|
9,516,915
shares (9,926,006 shares if the underwriters’ option to purchase additional shares is exercised in full). (1) |
|
|
|
Underwriters’
option to purchase additional shares |
|
We
have granted a 45-day option to the underwriters to purchase up to an additional 409,091 shares of common stock and accompanying
warrants to purchase up to 409,091 shares of common stock from us at the assumed public offering price, less underwriting discounts,
on the same terms as set forth in this prospectus. |
|
|
|
Use
of proceeds |
|
We
estimate that our net proceeds from the sale of shares of our common stock and accompanying
warrants in this offering will be approximately $13,265,001, or $15,301,252
if the underwriters’ option to purchase additional shares is exercised in full, based
on the assumed public offering price of $5.50 per share and after deducting underwriting
discounts and commissions and estimated offering expenses payable by us.
We
intend to use a significant portion of the net proceeds from this offering to fund the development and operation of our Lisbon Valley Project, including the pre-production drilling, permitting and geological work on the 14,320-acre land position. We may also
use a portion of the net proceeds to expand our mineral rights through acquisitions of land and claims and joint venture opportunities.
The remainder of the net proceeds will be used for working capital and other general corporate purposes. See the section titled “Use
of Proceeds” for additional information.
|
|
|
|
Risk
Factors |
|
You
should carefully read the “Risk Factors” section of this prospectus for a discussion of factors that you should consider
before deciding to invest in our securities. |
|
|
|
Market symbol |
|
BLTH
We
have applied to list our common stock and warrants for trading on the NYSE American and expect such listing to occur concurrently
with this offering. A NYSE American listing for our common stock is a condition to completing this offering.
|
(1) | The
number of shares of common stock to be outstanding after this offering set forth above
is based on 3,789,585 shares of common stock outstanding as of May 26,
2026 and excludes: |
● | 533,987
shares of common stock issuable upon the exercise of outstanding stock options;
and |
| | |
| ● | 400,000
shares of common stock issuable upon the vesting and settlement of restricted stock units
(RSUs); and |
| | |
| ● | up
to 2,727,273
shares of common stock (3,136,364 shares of common stock if the underwriters exercise
their over-allotment option in full) issuable upon the exercise of the warrants offered
hereby. |
Unless
otherwise indicated, this prospectus reflects and assumes the following:
● | no
exercise by the underwriters of their over-allotment option to purchase additional shares
of our common stock; and |
| | |
● | no
exercise of the representative’s warrants to be issued upon consummation of this offering
at an exercise price equal to 125% of the offering price of our common stock. |
All
shares and per share information in this prospectus reflects and where appropriate is restated for a 1-for-300 and a 1-for-5 reverse
stock split of our outstanding shares of common stock, which were processed by FINRA on December 8, 2023 and January 24, 2025, respectively.
12 |
SUMMARY
CONSOLIDATED FINANCIAL DATA
Our consolidated
balance sheet data as of December 31, 2025 and December 31, 2024, consolidated statements of operations data and consolidated statement
of cash flow data for the years ended December 31, 2025 and December 31, 2024 are derived from our audited financial statements, included
elsewhere in this prospectus. Our summary historical interim financial information as of March 31, 2026 and for the three months ended
March 31, 2026 and 2025 are derived from our unaudited condensed consolidated interim financial statements included elsewhere in this
prospectus. This summary of historical financial data should be read together with the financial statements and the related notes,
as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” appearing elsewhere
in this prospectus.
| |
Three
Months Ended
March 31, 2026
(unaudited)
| | |
Three
Months Ended
March 31, 2025
(unaudited)
| | |
Year Ended
December 31,
2025
| | |
Year Ended
December 31,
2024
| |
Income Statement Data | |
| | | |
| | | |
| | | |
| | |
Revenue | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
Loss from operations | |
$ | (379,962 | ) | |
$ | (258,457 | ) | |
$ | (1,863,256 | ) | |
$ | (1,568,707 | ) |
Net loss | |
$ | (4,227,409 | ) | |
$ | (403,639 | ) | |
$ | (6,410,564 | ) | |
$ | (4,306,918 | ) |
Loss per share, basic | |
$ | (1.20 | ) | |
$ | (0.16 | ) | |
$ | (2.30 | ) | |
$ | (1.81 | ) |
Loss per share, diluted | |
$ | (1.20 | ) | |
$ | (0.16 | ) | |
$ | (2.30 | ) | |
$ | (1.81 | ) |
Weighted average common shares outstanding, basic | |
| 3,529,514 | | |
| 2,586,982 | | |
| 2,806,083 | | |
| 2,377,691 | |
Weighted average common shares outstanding, diluted | |
| 3,529,514 | | |
| 2,586,982 | | |
| 2,806,083 | | |
| 2,377,691 | |
| |
As of
March 31,
2026 | | |
Pro Forma As Adjusted for Note Conversion and this Offering (1) | |
Balance Sheet Data | |
| | | |
| | |
Cash | |
$ | 32,281 | | |
$ | 13,297,282 | |
Working capital | |
$ | (12,061,834 | ) | |
$ | 11,643,978 | |
Total assets | |
$ | 356,567 | | |
$ | 13,621,568 | |
Total liabilities | |
$ | 12,212,401 | | |
$ | 1,771,590 | |
Total stockholders’ equity (deficit) | |
$ | (11,855,834 | ) | |
$ | 11,849,978 | |
(1) |
Reflects
(a) the automatic conversion into approximately 3,000,057 shares of common stock of all outstanding convertible notes, including
accrued interest and discount to the offering, with a total conversion value of $16,500,209 as of May 26,
2026 (based on the assumed public offering price of $5.50 per share), which will occur upon the effectiveness of this offering,
and (b) our sale of 2,727,273 shares of common stock and warrants to purchase 2,727,273 shares of common stock offered by
this prospectus at the assumed public offering price of $5.50 per share. |
13 |
RISK
FACTORS
You
should carefully review and consider the risk factors described below and the other information contained in this prospectus, including
the financial statements and notes to the financial statements and matters addressed in the section entitled “Management’s
Discussion and Analysis of Financial Condition and Results of Operations.” The occurrence of one or more of the events or circumstances
described in these risk factors, alone or in combination with other events or circumstances, may have an adverse effect on our business,
cash flows, financial condition and results of operations. We may face additional risks and uncertainties that are not presently known
to us or that we currently deem immaterial, which may also harm our business, financial condition, results of operations and prospects.
Risks
Related to Our Business
Our
future performance is difficult to evaluate because we have a limited operating history in the lithium and magnesium industry .
We
entered the lithium industry in November 2021. We have not realized any revenues to date from the sale of lithium or magnesium
and our operating cash flow needs have been financed primarily through issuances of debt and equity securities and not through cash flows
derived from our operations. As a result, we have little historical financial and operating information from our lithium and magnesium
business to help you evaluate our performance .
We
have a history of losses and expect to continue to incur losses in the future.
We
have an accumulated deficit of approximately $35 million as of March 31, 2026. We expect to continue to incur losses
unless and until such time as our Lisbon Valley Project or one of our future acquired properties enters into commercial production and
generates sufficient revenues to fund continuing operations and we are able to develop at least one economic deposit. We recognize that
if we are unable to generate cash flows from our operations, we will not be able to earn profits or continue operations. At this early
stage of our lithium and magnesium operations, we also expect to face the risks, uncertainties, expenses and difficulties encountered
by companies at the mineral exploration stage. We cannot be sure that we will be successful in addressing these risks and uncertainties
and our failure to do so could have a materially adverse effect on our financial condition.
There
is uncertainty regarding our ability to implement our business plan and to grow our operations with our existing financial resources
without additional financing. Our ability to implement our business plan is dependent on us generating cash from operations, the sale
of our capital stock and/or obtaining debt financing. Historically, we have funded our operations primarily through the issuance
of debt and equity securities. Management’s plan to fund our capital requirements and ongoing operations includes the generation
of revenue from our lithium operations and projects. Management’s secondary plan to cover any shortfall is selling our equity securities
and obtaining debt financing. There is no assurance that we will be successful in implementing our business plan or that we will be able
to generate sufficient cash from operations, sell securities or borrow funds on favorable terms, or at all. Our inability to generate
significant revenue or obtain additional financing could have a material adverse effect on our ability to fully implement our business
plan and grow our business to a greater extent than we can with our existing financial resources.
There
is substantial doubt about our ability to continue as a going concern.
Our
independent registered public accounting firm has included an explanatory paragraph in their report in our audited financial statements
for the year ended December 31, 2025 to the effect that our recurring losses since inception and failure to achieve profitable
operations raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments
that might be necessary should we be unable to continue as a going concern within one year after the date that these financial statements
were issued. We may be required to limit or curtail operations which could result in our stockholders losing all or almost all of their
investment.
We
are an exploration stage issuer and there is no guarantee that our development will result in the commercial extraction of mineral deposits.
As
defined under Regulation S-K Subpart 1300, we are defined as an exploration stage issuer because we have no known
mineral reserves, and we have had no mining revenue to date. Accordingly, we cannot assure you that we will ever realize any profits.
Any profitability in the future from our business will be dependent upon the development of an economic deposit of minerals and further
exploration and development of other economic deposits of minerals, each of which is subject to numerous risk factors. Further, we cannot
assure you that any of our property interests can be commercially mined or that any exploration programs will result in profitable commercial
mining operations. In addition, there is a risk of business failure relating to pre-revenue exploration stage issuers. The exploration
and development of mineral deposits involves a high degree of financial risk over a significant period of time, which may or may not
be reduced or eliminated through a combination of careful evaluation, experience and skilled management. While discovery of additional
ore-bearing deposits may result in substantial rewards, few properties that are explored are ultimately developed into producing mines.
Major expenses may be required to construct processing facilities and to establish reserves.
14 |
Our
exploration prospects may not contain any reserves and any funds spent on evaluation and exploration may be lost. We do not know with
certainty that economically recoverable lithium or magnesium exists 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.
Exploration
and development projects like ours have no operating history upon which to base estimates of future operating costs and capital requirements.
Actual operating costs and economic returns of any and all exploration projects may materially differ from the costs and returns estimated
and, accordingly, our financial condition, results of operations and cash flows may be negatively affected.
We
may be exposed to certain regulatory and financial risks related to climate change.
Growing
concerns about climate change may result in the imposition of additional regulations or restrictions to which we may become subject.
Climate changes include changes in rainfall and in storm patterns and intensities, water shortages, significantly changing sea
levels and increasing atmospheric and water temperatures, among others. A number of governments or governmental bodies have
introduced or are contemplating regulatory changes in response to climate change, including regulating greenhouse gas emissions and
the SEC’s recently adopted rules that require public companies to make additional climate change and greenhouse gas emissions
related disclosures. Potentially, additional U.S. federal regulation will be forthcoming with respect to greenhouse gas emissions
(including carbon dioxide) and/or legislation that could impact our operations.
The
outcome of new legislation or regulation in the United States may result in new or additional requirements, additional charges to fund energy
efficiency activities and fees or restrictions on certain activities. While certain climate change initiatives may result in new business
opportunities for us by increasing the demand for EVs and lithium-ion batteries, compliance with these initiatives may also result in
additional costs to us, including, among other things, increased production costs, additional taxes, reduced emission allowances or additional
restrictions on production or operations. Adopted future climate change regulations could also negatively impact our ability to compete
with companies situated in areas not subject to such limitations. Even without such regulation, increased public awareness and adverse
publicity about potential impacts on climate change emanating from us or our industry could harm us. We may not be able to recover the
cost of compliance, depending on the extent and scope of new or more stringent laws and regulations, which could adversely affect our business and negatively impact our
growth. Furthermore, the potential impact of climate change and related regulation on our customers is highly uncertain and there can
be no assurance that it will not have an adverse effect on our financial condition and results of operations.
Historical
presence of lithium and magnesium recorded in brine waters at previously drilled Paradox Basin sites may not be indicative of
the potential for future development or revenue.
The
historical presence of lithium and magnesium recorded in brine waters from existing oil and gas wells encompassed under our Paradox
Basin claims, including the Superior 88-21 Peterson Federal ST1 well, cannot be relied upon as an indication that such sites will have
commercially feasible lithium and magnesium reserves. Investors in this offering should not rely on historical operations as an
indication that sufficient mineral reserves exist to support commercial production of lithium and magnesium. There is no assurance
that our properties will be of merit since our exploration programs are based on historical data. We expect to incur losses unless and
until such time as the properties enter into commercial production and generate sufficient revenue to fund our continuing operations.
We
face numerous risks related to exploration, construction and extraction of mineral deposits.
Our
level of profitability, if any, in future years will depend to a great degree on lithium and magnesium prices and whether our
properties can be brought into production. Exploration and development of lithium and magnesium resources are highly speculative
in nature and it is impossible to ensure that any of our existing properties will establish reserves. Whether it will be economically
feasible to extract lithium and magnesium depends on a number of factors, including, but not limited to: (i) the particular attributes
of the deposit, such as size, grade and proximity to infrastructure; (ii) lithium prices; (iii) extraction, processing and transportation
costs; (iv) the willingness of lenders and investors to provide project financing; (v) labor costs and possible labor strikes; (vi) non-issuance
of permits; and (vii) governmental regulations, including, without limitation, regulations relating to prices, taxes, royalties, land
tenure, land use, importing and exporting materials, foreign exchange, environmental protection, employment, worker safety, transportation
and reclamation and closure obligations.
We
are also subject to the risks normally encountered in the lithium and magnesium industry, which include:
|
● |
the discovery of unusual
or unexpected geological formations; |
|
● |
accidental fires, floods,
earthquakes, severe weather, seismic activity or other natural disasters; |
15 |
|
● |
unplanned power outages
and water shortages; |
|
● |
construction delays and
higher than expected capital costs due to, among other things, supply chain disruptions, higher transportation costs and inflation; |
|
● |
the ability to obtain suitable
or adequate machinery, equipment or labor; |
|
● |
shortages in materials
or equipment and energy and electrical power supply interruptions or rationing; |
|
● |
environmental liability;
and |
|
● |
other
unknown risks involved in the conduct of lithium and magnesium exploration and operations. |
The
nature of these risks is such that liabilities could exceed any applicable insurance policy limits or could be excluded from coverage.
There are also risks against which we cannot insure or against which we may elect not to insure. The potential costs, which could be
associated with any liabilities not covered by insurance or in excess of insurance coverage, or compliance with applicable laws and regulations
may cause substantial delays and require significant capital outlays, adversely affecting our future earnings, competitive position and
potentially our financial viability.
The
mineral and chemical processing industry is intensely competitive.
The
mineral and chemical processing industry is intensely competitive. We may be at a competitive disadvantage because we must compete with
other companies, many of which have greater financial resources, operational experience and technical capabilities than we do. Increased
competition could adversely affect our ability to attract necessary capital funding or acquire suitable exploration properties. We may
also encounter increasing competition from other mineral and chemical processing companies in our efforts to locate acquisition targets,
hire experienced mining professionals and acquire exploration resources.
Our
success as a company producing lithium, magnesium and related products depends to a large extent on our research and development
capabilities for direct lithium extraction and our ability to secure capital for the implementation of brine processing plants.
Our
success as a producer of lithium, magnesium and related products is dependent on our ability to develop and implement more efficient
production capabilities based on mineral rich brine and implementation of DLE technologies, which while having the potential to significantly
increase the supply of lithium and magnesium from brine projects, the technology for DLE remains subject to many questions.
A
number of DLE technologies are emerging and being tested at scale, with a handful of projects already in commercial construction. However,
there remain challenges around scalability and water consumption/ brine reinjection. We expect to make significant investment in research
and development of the DLE process and we will need to continue to invest heavily to scale our manufacturing to ultimately produce sufficient
amounts of lithium and magnesium. We cannot assure you that our future research and development projects and financing efforts
will be successful or be completed within the anticipated timeframe or budget. As it is often difficult to project the timeframe for
developing new technologies and the duration of the market window for these technologies, there is a substantial risk that we may have
to abandon potential technologies that is no longer commercially viable, even after we have invested significant resources in the development
of such technologies and our facilities. If we fail in our technologies launching efforts, our business, prospects, financial condition
and results of operations may be materially and adversely affected.
The
development of non-lithium battery technologies could adversely affect us.
The
development and adoption of new battery technologies that rely on inputs other than lithium compounds could significantly impact our
prospects and future revenues. Current and next generation high energy density batteries for use in electric vehicles rely on lithium
compounds as a critical input. Alternative materials and technologies are being researched with the goal of making batteries lighter,
more efficient, faster charging and less expensive and some of these could be less reliant on lithium compounds. We cannot predict which
new technologies may ultimately prove to be commercially viable and on what time horizon. Commercialized battery technologies that use
no, or significantly less, lithium could materially and adversely impact our prospects and future revenues.
Lithium
and magnesium prices are subject to unpredictable fluctuations.
We
expect to derive revenues, if any, from the extraction and sale of lithium and magnesium. The prices of lithium and magnesium
may fluctuate widely and are affected by numerous factors beyond our control, including international, economic and political trends,
expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities,
increased production due to new extraction developments and improved extraction and production methods and technological changes in the
markets for the end products. The effect of these factors on the prices of lithium, magnesium and byproducts and therefore the
economic viability of any of our exploration properties, cannot accurately be predicted.
16 |
Changes
in technology or other developments could adversely affect demand for lithium compounds or result in preferences for substitute products.
Lithium
and its derivatives are preferred raw materials for certain industrial applications, such as rechargeable batteries. For example, current
and future high energy density batteries for use in electric vehicles will rely on lithium compounds as a critical input. The pace of
advancements in current battery technologies, development and adoption of new battery technologies that rely on inputs other than lithium
compounds, or a delay in the development and adoption of future high nickel battery technologies that utilize lithium could significantly
impact our prospects and future revenues. Many materials and technologies are being researched and developed with the goal of making
batteries lighter, more efficient, faster charging and less expensive, some of which could be less reliant on lithium or other lithium
compounds. Some of these technologies, such as commercialized battery technologies that use no, or significantly less, lithium compounds,
could be successful and could adversely affect demand for lithium batteries in personal electronics, electric and hybrid vehicles and
other applications. We cannot predict which new technologies may ultimately prove to be commercially viable and on what time horizon.
In addition, alternatives to industrial applications dependent on lithium compounds may become more economically attractive as global
commodity prices shift. Any of these events could adversely affect demand for and market prices of lithium, thereby resulting in a material
adverse effect on the economic feasibility of extracting any mineralization we may discover and reducing or eliminating any reserves
we may identify.
Our
quarterly and annual operating and financial results and any future revenue are likely to fluctuate significantly in future periods.
Our
quarterly and annual operating and financial results are difficult to predict and may fluctuate significantly from period to period.
Our future revenues, net income and results of operations may fluctuate as a result of a variety of factors that are outside our
control including, but not limited to, lack of sufficient working capital, equipment malfunction and breakdowns, inability to timely
find spare machines or parts to fix the broken equipment, regulatory or licensing delays and severe weather phenomena.
Our
long-term success will depend ultimately on our ability to generate revenues, achieve and maintain profitability and develop positive
cash flows from our lithium and magnesium activities.
Our
ability to acquire additional lithium and magnesium projects and initiate and continue exploration, development and commissioning
of lithium and magnesium ultimately depends on our ability to generate revenues, achieve and maintain profitability and generate
positive cash flow from our operations. The economic viability of our future extraction activities has many risks and uncertainties including:
|
● |
significant,
prolonged decrease in the market price of lithium and magnesium; |
|
● |
significantly higher than
expected construction and extraction costs; |
|
● |
significantly
lower than expected lithium and magnesium extraction; |
|
● |
significant delays, reductions
or stoppages in lithium extraction activities; |
|
● |
significant shortages of
adequate and skilled labor or a significant increase in labor costs; |
|
● |
significantly more stringent
regulatory laws and regulations; and |
|
● |
significant
difficulty in marketing and/or selling lithium carbonate or magnesium chloride. |
It
is common for a new lithium and magnesium extraction operation to experience unexpected costs, problems and delays during construction,
commissioning and start-up. Most similar projects suffer delays during these periods due to numerous factors, including the factors listed
above. Any of these factors could result in changes to economic returns or cash flow estimates of the project or have other negative
impacts on our financial position. There is no assurance that our projects will commence commercial production on schedule, or at all,
or will result in profitable operations. If we are unable to develop our projects into commercial operating mines, our business and financial
condition will be materially adversely affected. Moreover, even if a feasibility study or technical report supports a commercially viable
project, there are many additional factors that could impact the project’s development, including terms and availability of financing,
cost overruns, litigation or administrative appeals concerning the project, delays in development and any permitting changes, among other
factors.
Our
future lithium and magnesium extraction activities may change as a result of any one or more of these risks and uncertainties.
We cannot assure you that any of our activities will result in achieving and maintaining profitability and developing positive cash flows.
17 |
We
depend on our ability to successfully access the capital and financial markets. Any inability to access the capital or financial markets
may limit our ability to meet our liquidity needs and long-term commitments, fund our ongoing operations, execute our business plan or
pursue investments that we may rely on for future growth.
Until
commercial production is achieved from our planned projects, we will continue to incur operating and investing net cash outflows associated
with maintaining and acquiring exploration properties, undertaking exploration activities and the development of our planned projects.
As a result, we rely on access to capital markets as a source of funding for our capital and operating requirements. We require additional
capital to meet our liquidity needs related to expenses for our various corporate activities, including the costs related to our status
as a publicly traded company, fund our ongoing operations, explore and define lithium mineralization and establish any future lithium
operations. We cannot assure you that such additional funding will be available to us on satisfactory terms, or at all.
To
finance our future ongoing operations and future capital needs after we use the net proceeds of this offering, we may require
additional funds through the issuance of additional equity or debt securities. Depending on the type and terms of any financing we pursue,
stockholders’ rights and the value of their investment in our common stock could be reduced. Any additional equity financing will
dilute shareholdings. If the issuance of new securities results in diminished rights to holders of our common stock, the market price
of our common stock could be negatively impacted. New or additional debt financing, if available, may involve restrictions on financing
and operating activities. In addition, if we issue secured debt securities, the holders of the debt would have a claim to our assets
that would be prior to the rights of stockholders until the debt is paid. Interest on such debt securities would increase costs and negatively
impact operating results.
If
we are unable to obtain additional financing, as needed, at competitive rates, our ability to fund our current operations and implement
our business plan and strategy will be affected. These circumstances may require us to reduce the scope of our operations and scale back
our exploration, development and extraction programs. There is, however, no guarantee that we will be able to secure any additional funding
or be able to secure funding to provide us with sufficient funds to meet our objectives, which may adversely affect our business and
financial position.
We
are dependent upon key management employees, whose loss may have an adverse effect on our performance.
The
responsibility of overseeing the day to day operations and the strategic management of our business depends substantially on our senior
management. Loss of any such personnel may have an adverse effect on our performance. The success of our operations will depend upon
numerous factors, many of which, in part, are beyond our control, including our ability to attract and retain additional key personnel
in mining operations, technical support and finance. Certain areas in which we operate are highly competitive and competition
for qualified personnel is significant. We may be unable to hire suitable field personnel for our technical team or there may be periods
of time where a particular position remains vacant while a suitable replacement is identified and appointed. We may not be successful
in attracting and retaining the personnel required to grow and operate our business profitably.
Our
ability to manage growth will have an impact on our business, financial condition and results of operations.
Future
growth may place strains on our financial, technical, operational and administrative resources and cause us to rely more on project partners
and independent contractors, potentially adversely affecting our financial position and results of operations. Our ability to grow will
depend on a number of factors, including:
|
● |
our ability to develop
existing prospects; |
|
● |
our ability to identify
and acquire or lease new exploratory prospects; |
|
● |
our ability to maintain
or enter into new relationships with project partners and independent contractors; |
|
● |
our ability to continue
to retain and attract skilled personnel; |
|
● |
our access to capital; |
|
● |
the
market price for lithium and magnesium products; and |
|
● |
our
ability to enter into agreements for the sale of lithium products. |
18 |
Lawsuits
may be filed against us and an adverse ruling in any such lawsuit may adversely affect our business, financial condition or liquidity
or the market price of our common stock.
We
may become involved in, named as a party to, or be the subject of, various legal proceedings, including regulatory proceedings, tax proceeding
and legal actions relating to personal injuries, property damage, property taxes, land rights, the environment and contract disputes.
The outcome of future legal proceedings cannot be predicted with certainty and may be determined adversely to us and, as a result, could
have a material adverse effect on our assets, liabilities, business, financial condition or results of operations. Even if we prevail
in any such legal proceeding, the proceedings could be costly, time-consuming and may divert the attention of management and key personnel
from our business operations, which could adversely affect our financial condition.
Our
business is subject to cybersecurity risks.
Our
operations depend on effective and secure information technology systems. Threats to information technology systems, such as cyberattacks
and cyber incidents, continue to increase. Cybersecurity risks include, but are not limited to, malicious software, attempts to gain
unauthorized access to our data and the unauthorized release, corruption or loss of our data and personal information, as well as interruptions
in communication and operations. It is possible that our business, financial and other systems could be compromised, which could go unnoticed
for a prolonged period of time. We have not experienced a material breach of our information technologies. Nevertheless, we continue
to take steps to mitigate these risks by employing a variety of measures, including employee training, technical security controls and
maintenance of backup and protective systems. Despite these mitigation efforts, cybersecurity attacks and other threats exist and continue
to increase, any of which could have a material adverse effect on our business, results of operations, financial condition and cash flows.
Risks
Related to Regulation
We
will be required to obtain governmental permits and approvals in order to conduct development and extraction operations, a process that
is often costly and time-consuming. There is no certainty that all necessary permits and approvals for our planned operations will be
granted.
We
are required to obtain and renew governmental permits and approvals for our exploration and development activities and, prior to extracting
any mineralization we discover, we will be required to obtain additional governmental permits and approvals that we do not currently
possess. Obtaining and renewing any of these governmental permits is a complex, time consuming and uncertain process involving numerous
jurisdictions, public hearings and possibly costly undertakings. The timeliness and success of permitting efforts are contingent upon
many variables not within our control, including the interpretation of approval requirements administered by the applicable governmental
authority.
We
may not be able to obtain or renew permits or approvals that are necessary to our planned operations, or we may discover that the cost
and time required to obtain or renew such permits and approvals exceeds our expectations. Any unexpected delays, costs or conditions
associated with the governmental approval process could delay our planned exploration, development and extraction operations, which in
turn could materially adversely affect our prospects, revenues and profitability. In addition, our prospects may be adversely affected
by the revocation or suspension of permits or by changes in the scope or conditions to use of any permits obtained.
Private
parties, such as environmental activist organizations, frequently attempt to intervene in the permitting process to persuade regulators
to deny necessary permits or seek to overturn permits that have been issued. These third-party actions can materially increase the costs,
cause delays in the permitting process and could cause us not to proceed with the development or operation of a property. In addition,
our ability to successfully obtain key permits and approvals to explore for, develop, operate and expand operations will likely depend
on our ability to undertake such activities in a manner consistent with the creation of social and economic benefits in the surrounding
communities, which may or may not be required by law. Our ability to obtain permits and approvals and to successfully operate in particular
communities may be adversely affected by real or perceived detrimental events associated with our activities.
Our
operations face substantial regulation governing worker health and safety.
Our
operations are subject to extensive and complex laws and regulations governing worker health and safety across our operating regions
and our failure to comply with applicable legal requirements can result in substantial penalties. Future changes in applicable laws,
regulations, permits and approvals or changes in their enforcement or regulatory interpretation could substantially increase costs to
achieve compliance, lead to the revocation of existing or future exploration or mining rights or otherwise have an adverse impact on
our results of operations and financial position.
19 |
Our
mining claims are inspected on a regular basis by government regulators who may issue citations and orders when they believe a violation
has occurred under local mining regulations. If inspections result in an alleged violation, we may be subject to fines, penalties or
sanctions and our mining operations could be subject to temporary or extended closures.
In
addition to potential government restrictions and regulatory fines, penalties or sanctions, our ability to operate (including the effect
of any impact on our workforce) and thus, our results of operations and our financial position (including because of potential related
fines and sanctions), could be adversely affected by accidents, injuries, fatalities or events detrimental (or perceived to be detrimental)
to the health and safety of our employees, the environment or the communities in which we operate.
Compliance
with environmental regulations and litigation based on environmental regulations could require significant expenditures.
Environmental
regulations mandate, among other things, the maintenance of air and water quality standards, land development and land reclamation and
set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation
is evolving in a manner that may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent
environmental assessments of proposed projects and a heightened degree of responsibility for mining companies and their officers, directors
and employees. We may incur environmental costs that could have a material adverse effect on financial condition and results of operations.
Any failure to remedy an environmental problem could require us to suspend operations or enter into interim compliance measures pending
completion of the required remedy.
Moreover,
governmental authorities and private parties may bring lawsuits based upon damage to property and injury to persons resulting from the
environmental, health and safety impacts of prior and current operations. These lawsuits could lead to the imposition of substantial
fines, remediation costs, penalties and other civil and criminal sanctions, as well as reputational harm, including damage to our relationships
with customers, suppliers, investors, governments or other stakeholders. Such laws, regulations, enforcement, or private claims may have
a material adverse effect on our financial condition, results of operations or cash flows.
Land
reclamation and exploration restoration requirements may be burdensome and costly.
Land
reclamation and exploration restoration requirements are generally imposed on mineral exploration companies, such as ours, which require
us, among other things, to minimize the effects of land disturbance. Such requirements may include controlling the discharge of potentially
dangerous effluents from a site and restoring a site’s landscape to its pre-exploration form. The actual costs of reclamation and
exploration restoration requirements are uncertain and planned expenditures may differ from the actual expenditures required. Therefore,
the amount that we are required to spend could be materially higher than any current or future estimates. Any additional amounts required
to be spent on reclamation and exploration restoration may have a material adverse effect on our financial performance, financial position
and results of operations and may cause us to alter our operations. Should we develop an operating mine, we will also be required to
reclaim and restore future mining operations once the mine has closed. Such amounts may be significant and could have a material adverse
effect on our financial performance, financial position and results of operations and may cause us to alter our operations.
We
also may be required to maintain financial assurances, such as letters of credit, to secure reclamation obligations under certain laws
and regulations. The failure to acquire, maintain or renew such financial assurances could subject us to fines and penalties or suspension
of our operations. Letters of credit or other forms of financial assurance may represent only a portion of the total amount of money
that will be spent on reclamation over the life of a mine’s operation. Although we expect to include liabilities for estimated
reclamation, exploration restoration, and mine closure costs in our financial statements, it may be necessary to spend more than what
we projected to fund required reclamation, exploration restoration and mine closure activities.
Risks
Related to this Offering and Ownership of Our Common Stock
An
active trading market for our common stock may not develop and you may be unable to resell your shares at or above the public offering
price.
Trading
of our common stock has not been historically active. Although we applied to list our common stock for trading on the NYSE American in
connection with this offering, an active trading market for our shares may never develop or be sustained following this offering.
No assurance can be given that our common stock will be accepted to trade on the NYSE American. The public offering price of our common
stock will be determined through negotiations between us and the underwriters. This public offering price may not be indicative of the
market price of our common stock after the offering. In the absence of an active trading market for our common stock, investors may not
be able to sell their common stock at or above the public offering price or at the time that they would like to sell.
20 |
Our
stock price may be volatile and the market price of our common stock and warrants after this offering may drop below the price
you pay due to a variety of factors, many of which are beyond our control.
The
market price of our common stock and warrants could be subject to significant fluctuations after this offering and it may decline
below the public offering price. Market prices for securities of early-stage companies have historically been particularly volatile.
As a result of this volatility, you may not be able to sell your common stock or warrants at or above the public offering price.
Some of the factors that may cause the market price of our common stock and warrants to fluctuate include:
|
● |
fluctuations in our quarterly
financial results or the quarterly financial results of companies perceived to be similar to our company; |
|
● |
changes in estimates of
our financial results or recommendations by securities analysts; |
|
● |
failure of our business
to achieve or maintain market acceptance in the lithium industry; |
|
● |
changes in market valuations
of similar companies; |
|
● |
success of competitive
offerings or technologies; |
|
● |
changes in our capital
structure, such as future issuances of securities or the incurrence of debt; |
|
● |
announcements by us or
our competitors of significant contracts, acquisitions or strategic alliances; |
|
● |
regulatory
developments in the United States and foreign countries, or both; |
|
● |
litigation
involving our company; |
|
● |
additions or departures
of key personnel; |
|
● |
investors’ general
perception of us; and |
|
● |
other
events or factors, including those resulting from macroeconomic conditions, geopolitical crises, outbreak of hostilities or acts
of war such as the Russian invasion of Ukraine, the Israeli-Hamas hostilities and Houthi rebel ship attacks in the Red Sea,
incidents of terrorism, global pandemics such as the Covid-19 pandemic, natural disasters and similar events, as well as responses
to these and similar events. |
In
addition, if the market for lithium, magnesium and technology sector stocks or the stock market in general experiences a loss of investor
confidence, the trading price of our common stock and warrants could decline for reasons unrelated to our business, financial
condition or results of operations. If any of the foregoing occurs, it could cause our stock price to fall and may expose us to class
action lawsuits that, even if unsuccessful, could be costly to defend and a distraction to management.
Purchasers
in this offering may experience substantial dilution in the book value of their investment.
In
the future, your percentage ownership in our company may be diluted if we issue additional shares of our common stock or convertible
debt securities in connection with acquisitions, capital market transactions or other corporate purposes, including equity awards that
we may grant to our directors, officers and employees.
We
have broad discretion in the use of the net proceeds from this offering and may not use them effectively.
Our
management will have broad discretion in the application of the net proceeds from this offering, including for any of the currently intended
purposes described in the section entitled “Use of Proceeds.” Because of the number and variability of factors that will
determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use.
Our management may not apply our cash from this offering in ways that ultimately increase the value of any investment in our securities
or enhance stockholder value. The failure by our management to apply these funds effectively could harm our business. Pending their use,
we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities. These investments may
not yield a favorable return to our stockholders. If we do not invest or apply our cash in ways that enhance stockholder value, we may
fail to achieve expected financial results, which may result in a decline in the price of our shares of common stock, and, therefore,
may negatively impact our ability to raise capital, invest in or expand our business, acquire additional products or licenses, commercialize
our product, or continue our operations.
Our
executive officers and directors have significant voting power and may take actions that may not be in the best interests of other
stockholders.
Prior
to this offering, our executive officers and directors beneficially own in the aggregate approximately 43.7% of our outstanding
shares of common stock. Upon the completion of this offering, our executive officers and directors will beneficially own significantly
fewer shares, or approximately 27.9% of our outstanding shares. No one executive officer or director (or ownership group of such
persons) beneficially owns more than 50% of our shares; but if the executive officers and directors act together, they will be able to
exert significant influence over our management and affairs requiring stockholder voting approval, including approval of significant
corporate transactions. This concentration of ownership and voting power may potentially have the effect of delaying or preventing a
change in control and might adversely affect the market price of our common stock. This concentration of ownership and voting power may
not be in the best interests of all our stockholders.
After
the completion of this offering, we do not expect to declare any dividends in the foreseeable future.
After
the completion of this offering, we do not anticipate declaring any cash dividends to holders of our common stock in the foreseeable
future. Consequently, investors may need to rely on sales of their common stock after price appreciation, which may never occur, as the
only way to realize any future gains on their investment. Investors seeking cash dividends should not purchase our common stock.
Indemnification
of our officers and directors
and limitations on their liability could limit our recourse against them.
Our
certificate of incorporation and bylaws contain broad indemnification and liability limiting provisions regarding our officers, directors
and employees, including the limitation of liability for certain violations of fiduciary duties. Stockholders therefore will have only
limited recourse against these individuals.
If
we fail to implement and maintain proper and effective internal controls and disclosure controls and procedures, our ability to produce
accurate and timely financial statements and public reports could be impaired, which could adversely affect investors’ views of
our company.
Section
404 of the Sarbanes-Oxley Act of 2002 requires our company to evaluate the effectiveness of our internal control over financial reporting
as of the end of each year and to include a management report assessing the effectiveness of our internal control over financial reporting
in each Annual Report on Form 10-K.
We
have identified our disclosure controls and procedures were not effective and that material weaknesses exist in our internal control
over financial reporting. The material weaknesses consist of an insufficient complement of qualified accounting personnel and controls
associated with segregation of duties and ineffective controls associated with identifying and accounting for complex and non-routine
transactions in accordance with U.S. generally accepted accounting principles. Due to the material weaknesses in internal control over
financial reporting and disclosure controls and procedures, there may be errors in our consolidated financial statements and in the accompanying
footnote disclosures that could require restatements. Investors may lose confidence in our reported financial information and disclosure,
which could negatively impact our stock price.
We
do not expect that our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how
well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.
Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be
considered relative to their costs. Controls can be circumvented by the individual acts of some persons, by collusion of two or more
people, or by management override of the controls. Over time, controls may become inadequate because changes in conditions or deterioration
in the degree of compliance with policies or procedures may occur. Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.
21 |
If
securities or industry analysts do not publish research or reports, or publish unfavorable research or reports about our business, our
stock price and trading volume may decline.
The
trading market for our common stock will rely in part on the research and reports that industry or financial analysts publish about us,
our business, our markets and our competitors. We do not control these analysts. If securities analysts do not cover our common stock,
the lack of research coverage may adversely affect the market price of our common stock. Further, if one or more of the analysts
who do cover us downgrade our stock or if those analysts issue other unfavorable commentary about us or our business, our stock price
would likely decline. If one or more of these analysts cease coverage of us or fails to regularly publish reports on us, we could lose
visibility in the market and interest in our stock could decrease, which in turn could cause our stock price or trading volume to decline
and may also impair our ability to develop our business.
Future
sales and issuances of our common stock could result in additional dilution of the percentage ownership of our stockholders and could
cause our share price to fall.
We
expect that significant additional capital will be needed in the future to continue our planned operations, including hiring new personnel, developing our properties, and continuing activities as an operating public company. To the extent we raise
additional capital by issuing equity securities, our stockholders may experience substantial dilution. We may sell common stock, convertible
securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell
common stock, convertible securities or other equity securities in more than one transaction, investors may be materially diluted by
subsequent sales. Such sales may also result in material dilution to our existing stockholders, and new investors could gain rights superior
to our existing stockholders.
We
may be at risk of securities class action litigation.
We
may be at risk of securities class action litigation. If we face such litigation, it could result in substantial costs and a diversion
of management’s attention and resources, which could harm our business and results in a decline in the market price of our common
stock.
Financial
reporting obligations of being a public company in the U.S. are expensive and time-consuming, and our management will be required to
devote substantial time to compliance matters.
As
a publicly traded company we incur significant additional legal, accounting and other expenses. The obligations of being a public company
in the U.S. require significant expenditures and place significant demands on our management and other personnel, including costs resulting
from public company reporting obligations under the Exchange Act and the rules and regulations regarding corporate governance
practices, including those under the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and
the listing requirements of the NYSE American. These rules require the establishment and maintenance of effective disclosure and
financial controls and procedures, internal control over financial reporting and changes in corporate governance practices, among many
other complex rules that are often difficult to implement, monitor and maintain compliance with. Moreover, despite recent reforms made
possible by the JOBS Act, the reporting requirements, rules, and regulations will make some activities more time-consuming and costly,
particularly after we are a “smaller reporting company.” Our management and other personnel will need to devote a substantial
amount of time to ensure that we comply with all of these requirements and to keep pace with new regulations, otherwise we may fall out
of compliance and risk becoming subject to litigation or being delisted, among other potential problems.
Our
Certificate of Incorporation and Bylaws and Delaware law may have anti-takeover effects that could discourage, delay
or prevent a change in control, which may cause our stock price to decline.
Our
Certificate of Incorporation and Bylaws and Delaware law could make it more difficult for a third party to acquire us, even if closing
such a transaction would be beneficial to our stockholders. We are authorized to issue up to 10 million shares of preferred stock. This
preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by our board of directors
without further action by stockholders. The terms of any series of preferred stock may include voting rights (including the right to
vote as a series on particular matters), preferences as to dividend, liquidation, conversion and redemption rights and sinking fund provisions.
The issuance of any preferred stock could materially adversely affect the rights of the holders of our common stock, and therefore, reduce
the value of our common stock. In particular, specific rights granted to future holders of preferred stock could be used to restrict
our ability to merge with, or sell our assets to, a third party and thereby preserve control by the present management.
Provisions
of our Certificate of Incorporation and our Bylaws and Delaware law also could have the effect of discouraging potential acquisition
proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable.
Such provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, our Certificate
of Incorporation and Bylaws and Delaware law, as applicable, among other things:
|
● |
provide
the board of directors with the ability to alter our Bylaws without stockholder approval; |
|
|
|
|
● |
place
limitations on the removal of directors; and |
|
|
|
|
● |
provide
that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum. |
The
warrants are speculative in nature.
The
warrants do not confer any rights of common stock ownership on warrant holders, such as voting rights or the right to receive dividends,
but rather merely represent the right to acquire common stock at a fixed price for a limited period of time. Commencing on the date of
issuance, holders of warrants may exercise their rights to acquire the common stock and pay an exercise price of $6.88 per share, subject
to certain adjustments, prior to the fifth anniversary of the date of issuance, after which date any unexercised warrants will expire
and have no further value.
There
can be no assurance that the warrants will be listed on the NYSE American. If the warrants are not listed, holders of warrants will own
warrants for which there is no public market.
We
have applied to list the warrants for trading on the NYSE American. There can be no assurance that our application will be approved.
There is currently no market for the warrants and if our application is rejected there will be no public market for the warrants sold
in this offering and the liquidity of the warrants will be limited. Failure to develop an active trading market could make it difficult
to sell the warrants.
T here
is no assurance that any of the warrants will be exercised and we will receive the sales proceeds.
The
warrants have an exercise price above the price of a share of common stock and accompanying warrant in this offering. If the price of
our common stock does not exceed the warrant exercise price, then it is unlikely that the warrants will be exercised. The warrants will
expire on the fifth anniversary of their issuance, and if they expire without being exercised, then we will not receive any sales proceeds.
Additionally,
for the warrants to be exercised for cash, we must keep an effective registration statement available for issuance of the common stock
upon exercise of the warrants. If we fail to maintain an effective registration statement, then the warrants may be exercised on a cashless
basis and, as a result, we will not receive any cash amount from their exercise.
22 |
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information
set forth in this prospectus may contain various “forward-looking statements.” All information relative to future lithium
markets and trends in and anticipated levels of, revenue and expenses, as well as other statements containing words such as “anticipate,”
“believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,”
“target,” “should” and “will” and other similar expressions constitute forward-looking statements.
These forward-looking statements are subject to business, economic and other risks and uncertainties, both known and unknown and actual
results may differ materially from those contained in the forward-looking statements. Examples of risks and uncertainties that could
cause actual results to differ materially from historical performance and any forward-looking statements include, but are not limited
to, the risks described under the section titled “Risk Factors.”
Given
these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements. Also, these forward-looking
statements represent our estimates and assumptions only as of the date such forward-looking statements are made. You should read carefully
this prospectus and any related free writing prospectuses that we have authorized for use in connection with this offering, completely
and with the understanding that our actual future results may be materially different from what we expect. We hereby qualify all of our
forward-looking statements by these cautionary statements. Except as required by U.S. federal securities law, we assume no obligation
to update these forward-looking statements publicly or to update the reasons actual results could differ materially from those anticipated
in these forward-looking statements, even if new information becomes available in the future.
23 |
USE
OF PROCEEDS
We
estimate that the net proceeds to us from this offering will be approximately $13,265,001 (or approximately $15,301,252
if the underwriters exercise in full their option to purchase up to 409,091 additional shares of common stock and accompanying
warrants), based on the assumed public offering price of $5.50 per share, after deducting underwriting discounts and estimated
offering expenses payable by us.
These estimates exclude
the proceeds, if any, from the exercise of the warrants sold in this offering. If all of the warrants sold in this offering are
exercised in cash at an exercise price of $6.88 per share, we would receive additional gross proceeds of $18,750,002. We cannot
predict when or if these warrants will be exercised.
The
principal purposes of this offering are to obtain additional capital to support our mining operations, to create a public market for
our common stock and the warrants and to facilitate our future access to the public equity markets.
We
currently intend to use the net proceeds from this offering, together with our existing cash and cash equivalents, as follows:
|
● |
An
aggregate of approximately $7,765,000 to fund the development and operation of our Lisbon Valley Project, including the pre-production
drilling, permitting, claim re-registration and related geological work on the 14,320-acre land position. To achieve our current
objectives at the Lisbon Valley Project, our estimated pre-production phase timelines and significant milestones include (i) the
processing by the BLM of additional exploration permits to drill, for which we expect to spend up to $100,000, (ii) the commencement
of drilling exploration wells by the second quarter of 2026, for which we expect to spend up to $6,765,000, (iii) the preparation
of our Regulation S-K Subpart 1300 technical report on our exploration results in the third quarter of 2026, for which we expect
to spend up to $250,000, (iv) the selection of a DLE technology provider in the third quarter of 2026, for which we expect to spend
up to $50,000, (v) the development and building of a pilot lithium and magnesium extraction plant in the second half of 2026, for
which we expect to spend up to $600,000. Our production phase, which primarily includes the building of a permanent lithium and magnesium
extraction plant, is estimated to begin in 2028. We anticipate the need to raise additional equity financing in 2027 for our production
phase through the sale of our shares. |
|
|
|
|
● |
Approximately
$3,000,000 to fund potential expansion of our mineral rights through acquisitions of land and claims. However, we currently
have no binding commitments with respect to any acquisitions and joint ventures. |
|
|
|
|
● |
Approximately
$2,500,001 for working capital and general corporate purposes, including amounts required to pay for research and development
expenses, possible joint venture opportunities, salaries, professional fees, public reporting costs, office-related expenses and
other corporate expenses. |
Our
expected use of net proceeds from this offering represents our current intentions based upon our present plans and business condition.
As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon
the closing of this offering, or the amounts that we will actually spend on the uses set forth above. The amounts and timing of our actual
use of the net proceeds will vary depending on numerous factors. We may find it necessary or advisable to use the net proceeds for other
purposes and our management will have broad discretion in the application of the net proceeds and investors will be relying on our judgment
regarding the application of the net proceeds from this offering.
Pending
these uses, we intend to invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities.
24 |
DIVIDEND
POLICY
We
did not pay dividends during the years ended December 31, 2025, 2024 and 2023. We have never declared or paid any cash dividends
or distributions on our common stock and intend to retain future earnings, if any, to support our operations and to finance expansion.
Therefore, we do not anticipate paying any cash dividends on our common stock in the foreseeable future .
25 |
CAPITALIZATION
The following table
summarizes our cash, short-term debt and capitalization as of March 31, 2026, (a) on an actual basis, and (b) on a pro
forma as adjusted basis to reflect the issuance of approximately 3,000,057 shares of common stock upon the automatic conversion
of all outstanding convertible notes, including accrued interest, totaling approximately $16,500,209 as of May 26, 2026
(based on the assumed public offering price of $5.50 per share), which will occur upon the effectiveness of this offering, and
the issuance and sale of 2,727,273 shares of our common stock and accompanying warrants to purchase 2,727,273 shares of our common
stock in this offering based on the assumed public offering price of $5.50 per share.
| |
As of March 31, 2026 | |
| |
Actual | | |
Pro Forma
As Adjusted for Note Conversion and this Offering
| |
| |
| | |
| |
Cash | |
$ | 32,281 | | |
$ | 13,297,282 | |
Debt, current portion | |
$ | 12,212,401 | | |
$ | 1,771,590 | |
Long-term debt, net of current portion | |
$ | - | | |
$ | - | |
Stockholders’ equity (deficit) | |
$ | (11,855,834 | ) | |
$ | 11,849,978 | |
Common stock, $0.001 par value, 100,000,000 shares authorized, 3,727,085
and 9,516,915 shares issued and outstanding, respectively | |
$ | 3,727 | | |
$ | 9,517 | |
Additional paid-in capital | |
$ | 23,324,969 | | |
$ | 53,412,515 | |
Accumulated deficit | |
$ | (35,184,530 | ) | |
$ | (41,572,053 | ) |
Total stockholders’ equity (deficit) | |
$ | (11,855,834 | ) | |
$ | 11,849,978 | |
Total capitalization | |
$ | (11,855,834 | ) | |
$ | 11,849,978 | |
As of March
31, 2026, there were 3,727,085 shares of common stock outstanding, which excludes (a) 3,000,057 shares of common
stock issuable upon the automatic conversion of all outstanding convertible notes, including accrued interest, totaling approximately
$16,500,209 as of May 26, 2026 (based on the assumed public offering price of $5.50 per share), which will occur
upon the effectiveness of this offering, and (b) 533,987 shares of common stock issuable upon the exercise of outstanding stock options.
26 |
DILUTION
If
you invest in our shares of common stock and accompanying warrants in this offering, your ownership interest will be immediately
diluted to the extent of the difference between the public offering price per share and the pro forma, as adjusted net tangible book
value per share of our common stock immediately after this offering. Net tangible book value per share is determined by dividing our
total tangible assets less total liabilities by the number of outstanding shares of common stock.
As of March
31, 2026, we had a net tangible book value of $(12,061,834) or $(3.24) per share of common stock. Our pro forma
net tangible book value per share represents the amount of our total tangible assets reduced by the amount of our total liabilities and
divided by the total number of shares of our common stock outstanding as of March 31, 2026.
Investors participating
in this offering will incur immediate and substantial dilution. After giving effect to the issuance and sale of 2,727,273 shares
of our common stock and accompanying warrants in this offering based on the assumed public offering price of $5.50 per
share, after deducting underwriting discounts and estimated offering expenses payable by us, our as adjusted net tangible book value
as of May 26, 2026, would have been approximately $(1,621,023), or $(0.25) per share of common stock. This represents
an immediate increase in the pro-forma net tangible book value of $1.47 per share to existing stockholders and an immediate
decrease of $(4.28) per share to investors purchasing shares of our common stock in this offering. The following table illustrates
this per share dilution on a per share basis:
| |
Amount | |
Assumed public offering price per share of common stock | |
$ | 5.50 | |
Pro forma net tangible book value (deficit) before offering | |
$ | (0.25 | ) |
Increase in pro forma net tangible book value attributable to new investors | |
$ | 1.47 | |
Pro forma as adjusted net tangible book value after offering | |
$ | 1.22 |
Dilution in pro forma net tangible book value to new investors | |
$ | 4.28 | |
If
the underwriters exercise their over-allotment option in full to purchase an additional 409,091 shares of common stock and accompanying
warrants to purchase an additional 409,091 shares of common stock from us in this offering to cover over-allotments, if any,
the pro forma as adjusted net tangible book value per share after the offering would be $1.38 per share, the increase in the pro
forma net tangible book value per share to existing stockholders would be $1.63 per share and the dilution per share to new investors
purchasing common stock in this offering would be $4.12 per share.
To
the extent that we issue additional shares of common stock in the future, there will be further dilution to investors participating in
this offering. In addition, we may choose to raise additional capital because of market conditions or strategic considerations, even
if we believe that we have sufficient funds for our current or future operating plans. If we raise additional capital through the sale
of equity or convertible debt securities, the issuance of those securities could result in further dilution to our stockholders.
As of March
31, 2026, there were 3,727,085 shares of common stock outstanding, which excludes (a) 3,000,057 shares of common
stock issuable upon the automatic conversion of all outstanding convertible notes, including accrued interest, totaling approximately
$16,500,209 as of May 26, 2026 (based on the assumed public offering price of $5.50 per share), which will occur
upon the closing of this offering, and (b) 533,987 shares of common stock issuable upon the exercise of outstanding stock options.
27 |
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF
FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The
following discussion and analysis is intended to help you understand our results of operations and financial condition. This discussion
and analysis is provided as a supplement to and should be read in conjunction with, the section entitled “Our Summary Consolidated
Financial Data” and our consolidated financial statements and notes thereto included elsewhere in this prospectus. This discussion
may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ
materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under
the sections entitled “Risk Factors” or “Cautionary Note Regarding Forward-Looking Statements” in other parts
of this prospectus.
Cautionary
Statement
The
following discussion and analysis should be read in conjunction with our financial statements and related notes included elsewhere in
this prospectus. Our actual results may differ materially from those anticipated in the following discussion, as a result of a variety
of risks and uncertainties, including those described under “Risk Factors.”
Forward-Looking
Statements
Certain
statements contained herein constitute “forward-looking statements.” Except for the historical information contained herein,
this prospectus contains forward-looking statements (identified by the words “estimate,” “project,” “anticipate,”
“plan,” “expect,” “intend,” “believe,” “hope,” “strategy” and
similar expressions), which are based on our current expectations and speak only as of the date made. These forward-looking statements
are subject to various risks, uncertainties and factors that could cause actual results to differ materially from the results anticipated
in the forward-looking statements, including, without limitation, those discussed under Part I, Item 1A. Risk Factors in our Annual Report
on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 19, 2026, and those described herein
that could cause actual results to differ materially from the results anticipated in the forward-looking statements.
Factors
That May Adversely Affect our Results of Operations
Our
results of operations may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial
markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets
or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer
confidence and spending, any ongoing effects of the pandemic, including resurgences and the emergence of new variants and geopolitical
instability, such as the military conflict in Ukraine and the Middle East. We cannot at this time fully predict the likelihood of one
or more of the above events, their duration or magnitude, or the extent to which they may negatively impact our business.
Objective
The
objective of our Management’s Discussion and Analysis of Financial Condition and Results of Operations is to provide users of our
financial statements with the following:
|
● |
a
narrative explanation from the perspective of
management of our financial condition, results of operations, cash flows, liquidity and certain other factors that may affect future
results; |
|
● |
useful
context to the financial statements; and |
|
● |
information
that allows assessment of the relationship
between our past performance and future performance. |
This
section of our prospectus is a supplement to and should be read together with our financial statements, including notes, referenced
elsewhere in this prospectus and is provided to enhance your understanding of our operations and financial condition. Due to rounding,
some parts of this discussion may not sum or calculate precisely to the totals and percentages provided in the tables.
28 |
The
following discussion and analysis provide information that our management believes is relevant to an assessment and understanding of
our results of operations and financial condition and should be read in conjunction with the consolidated financial statements and footnotes
that appear elsewhere in this prospectus.
Overview
and Outlook
We
are a U.S. based renewable energy company focused on the extraction, refinement and distribution of technical minerals in an environmentally
responsible manner. We found ourselves with the unique opportunity to acquire mining claims that historically reported high levels
of lithium and other technical minerals crucial to produce batteries used in many technology products and markets. Subsequent to acquiring
such mining claims, we hired and affiliated ourselves with industry veterans that bring us decades of experience, credibility and relationships.
We intend to implement emerging DLE technologies to extract lithium from the production of subsurface brines.
On
November 5, 2021, we acquired the rights to 102 federal mining claims located in the Lisbon Valley of Utah for $100,000 plus the future
payment of royalties based on a percentage of the net revenue from the sale of lithium produced from a portion of the mining property.
The acquisition was driven by historical mineral data from seven previously drilled wells (plugged and abandoned). We are defined as
an exploration stage issuer under Regulation S-K Subpart 1300. An independent third-party technical report indicated that further
investment and development in the claims was warranted, given the abundant evidence from oil, gas and potash wells drilled in the Paradox
Basin that indicates that there is a high probability of identifying and producing super saturated brines from beneath the property position.
The 1978 USGS Open File Report (Hite), which documented a brine sample from the Fed 88-21P potash well (located within the current
Lisbon Valley Lithium Project area) containing 340 ppm lithium and an exceptional 74,400 ppm magnesium. However, no determination has
been made whether we have any reserves of minerals or whether mineralization could be economically and legally produced or extracted
yet. We have no mineral reserves as defined by Regulation S-K Subpart 1300 and have had no mining revenue to date.
In
July 2023, we acquired and staked an additional 641 lithium mining claims adjacent to our Lisbon Valley Project
in Utah. The new claims have been registered with the BLM. We now own a total of 743 placer claims covering 14,320 acres (approximately
22 square miles) located in the Paradox Basin formation of Lisbon Valley in San Juan County, Utah, comprised of the 102 original mining
claims and 641 new claims.
On
April 25, 2023, we formed Mountain Sage Minerals, LLC, a Utah limited liability company. We plan to expand our holdings in the
Lisbon Valley area with the acquisition of additional mineral claims and joint venture opportunities through this entity.
On
June 1, 2023, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Seaport Global Acquisition II
Corp. (“SGII”) and Lithium Merger Sub, Inc., a wholly owned subsidiary of SGII. SGII is a blank check company, also
referred to as a special purpose acquisition company, formed for the purpose of effectuating a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. As a result of the Merger
Agreement, we would have become a wholly owned subsidiary of SGII. Following material changes to the transaction proposed by SGII making
the transaction untenable to us, on November 20, 2023, SGII notified us that it had elected to terminate the Merger Agreement.
On
August 4, 2023, we filed an Amendment to the Certificate of Incorporation (the “Amendment”) in order to effect a reverse
stock split in the ratio of 1-for-300 (the “Reverse Split”). The Company and its shareholders holding a majority of the issued
and outstanding shares of stock of the Company entitled to vote prev
### EX-5.1 - EX-5.1
EX-5.1
3
ex5-1.htm
EX-5.1
Exhibit
5.1
May 26, 2026
American Battery Materials, Inc.
500 West Putnam Avenue, Suite 400
Greenwich, Connecticut 06830
Ladies and Gentlemen:
We are acting as counsel
to American Battery Materials, Inc., a Delaware corporation (the “Company”), in connection with the offer and sale by the
Company of (i) 2,727,273 shares (the “ Offering Shares ”) of the Company’s common stock, par value $0.001 per
share (“Common Stock”), (ii) warrants (the “ Offering Warrants ”) to purchase up to an aggregate of 2,727,273
shares of Common Stock , (iii) 2,727,273 shares of Common Stock issuable upon exercise of the Offering Warrants, (iv) 409,091 shares
of Common Stock issuable to the underwriters (the “ Underwriters ”) pursuant to the exercise of the Underwriters’
over-allotment option (the “ Over-Allotment Shares ” and, together with the Offering Shares, the “ Shares ”),
(v) warrants to purchase up to an aggregate of 409,091 shares of Common Stock issuable to the Underwriters pursuant to the exercise of
the Underwriters’ over-allotment option (the “ Over-Allotment Warrants ” and, together with the Offering Warrants,
the “ Warrants ”), and (vi) 409,091 shares of Common Stock issuable upon exercise of the Over-Allotment Warrants (together
with the shares of Common Stock issuable upon exercise of the Offering Warrants described in clause (ii), the “ Warrant Shares ”), pursuant
to the Registration Statement on Form S-1 (File No. 333-277021), originally filed by the Company with the Securities and Exchange Commission
(the “ Commission ”) on February 12, 2024 (as amended, the “ Registration Statement ”), under the Securities
Act of 1933, as amended (the “ Act ”) and (b) the Underwriting Agreement between the Company and ThinkEquity LLC, as
representative of the several Underwriters, relating to the Securities, the form of which has been filed as Exhibit 1.1 to the Registration
Statement (the “ Underwriting Agreement ”). The Shares, the Warrants and the Warrant Shares are referred to herein collectively
as the “ Securities .”
In connection with this
opinion letter, we have examined (a) the Registration Statement and the prospectus included therein (the “ Prospectus ”)
and all exhibits thereto, (b) the Certificate of Incorporation of the Company, as amended to date, (c) the Bylaws of the Company, as
amended to date, (d) the form of Warrant, (e) the form of the Warrant Agency Agreement pursuant to which the Offering Warrants are to
be issued, (f) the Underwriting Agreement, and (g) certain resolutions of the Board of Directors of the Company relating to the issuance,
sale and registration of the Securities. In addition, we have examined and relied upon such corporate records of the Company, and have
made such examination of law, as we have deemed necessary or appropriate for purposes of the opinions expressed below. As to certain
factual matters, unless otherwise indicated, we have relied, to the extent we have deemed proper, on certificates of certain officers
of the Company.
We have assumed for purposes
of rendering the opinions set forth herein, without any verification by us, the genuineness of all signatures, the legal capacity of
all natural persons to execute and deliver documents, the authenticity and completeness of documents submitted to us as originals, the
completeness and conformity with authentic original documents of all documents submitted to us as copies, and that all documents, books
and records made available to us by the Company are accurate and complete.
Based upon, subject to
and limited by the foregoing, we are of the opinion that the (1) Shares have been duly authorized and will be validly issued, fully paid
and non-assessable; (2)(a) when issued by the Company in accordance with and in the manner described in the Prospectus, the Offering
Warrants, and (b) when issued by the Company in accordance with the Prospectus and the Underwriting Agreement, the Over-Allotment Warrants,
will be legally binding obligations of the Company in accordance with their terms, except that with respect to the Warrants: (i) as such
enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and
by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law), (ii) as enforceability
of any indemnification or contribution provision may be limited under the Federal and state securities laws, and (iii) that the remedy
of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion
of the court before which any proceeding therefor may be brought; and (3) the Warrant Shares have been duly authorized, and if, as and
when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and non-assessable.
We are members of the
Bar of the State of New York. We do not express any opinion as to the effect of any laws other than the laws of the State of New York
and the General Corporation Law of the State of Delaware, and the federal laws of the United States of America, as in effect on the date
hereof.
This letter speaks only
at and as of its date and is based solely on the facts and circumstances known to us at and as of such date. We assume no obligation
to revise or supplement this letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in
fact or law that may hereafter occur.
We hereby consent to the
filing of this opinion in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Act with the Commission
as an exhibit to the Registration Statement and to the use of our name in the prospectus forming a part of the Registration Statement
under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
|
Very truly yours, |
|
|
|
/s/ Olshan Frome Wolosky LLP |
|
|
|
OLSHAN FROME WOLOSKY LLP |
|
### EX-23.1 - EX-23.1
EX-23.1
4
ex23-1.htm
EX-23.1
Exhibit
23.1
Consent of Independent Registered Public Accounting
Firm
To
the Board of Directors and Shareholders of American Battery Materials, Inc.
We
consent to the inclusion in the Form S-1 Registration Statement of American Battery Materials, Inc. (Amendment No. 11) of our report
dated March 19, 2026, relating to our audits of the consolidated balance sheets of American Battery Materials, Inc. as of December 31,
2025 and 2024, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years then
ended, and the related notes.
We
also consent to the reference to us under the caption “Experts” in the Registration Statement.
May 26, 2026
We
have served as the Company’s auditor since 2023
Los
Angeles, California
PCAOB
ID Number 6580
|
### EX-FILING FEES - EX-FILING FEES
EX-FILING FEES
0001487718
2026-05-26
2026-05-26
0001487718
1
2026-05-26
2026-05-26
0001487718
2
2026-05-26
2026-05-26
iso4217:USD
xbrli:pure
xbrli:shares
Calculation of Filing Fee Tables
|
S-1
|
AMERICAN BATTERY MATERIALS, INC.
|
Table 1: Newly Registered and Carry Forward Securities
|
☐Not Applicable
|
|
|
Security Type
|
Security Class Title
|
Fee Calculation or Carry Forward Rule
|
Amount Registered
|
Proposed Maximum Offering Price Per Unit
|
Maximum Aggregate Offering Price
|
Fee Rate
|
Amount of Registration Fee
|
Carry Forward Form Type
|
Carry Forward File Number
|
Carry Forward Initial Effective Date
|
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
|
Newly Registered Securities
|
Fees to be Paid
|
|
Equity
|
Common Stock underlying the Common Warrants
|
457(o)
|
|
|
$
17,250,000.00
|
0.0001381
|
$
2,382.22
|
|
|
|
|
Fees Previously Paid
|
1
|
Equity
|
Common stock, par value $0.001 per share
|
457(o)
|
|
|
$
17,250,000.00
|
|
$
2,382.22
|
|
|
|
|
Carry Forward Securities
|
Carry Forward Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Offering Amounts:
|
|
$
34,500,000.00
|
|
$
4,764.44
|
|
|
|
|
|
|
|
Total Fees Previously Paid:
|
|
|
|
$
2,382.22
|
|
|
|
|
|
|
|
Total Fee Offsets:
|
|
|
|
$
0.00
|
|
|
|
|
|
|
|
Net Fee Due:
|
|
|
|
$
2,382.22
|
|
|
|
|
Offering Note
|
1
|
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) promulgated under the Securities Act of 1933, as amended (the "Securities Act").
|
|
Table 2: Fee Offset Claims and Sources
|
☑Not Applicable
|
|
|
Registrant or Filer Name
|
Form or Filing Type
|
File Number
|
Initial Filing Date
|
Filing Date
|
Fee Offset Claimed
|
Security Type Associated with Fee Offset Claimed
|
Security Title Associated with Fee Offset Claimed
|
Unsold Securities Associated with Fee Offset Claimed
|
Unsold Aggregate Offering Amount Associated with Fee Offset Claimed
|
Fee Paid with Fee Offset Source
|
Rules 457(b) and 0-11(a)(2)
|
Fee Offset Claims
|
|
|
|
|
|
|
|
|
|
|
|
|
Fee Offset Sources
|
|
|
|
|
|
|
|
|
|
|
|
|
Rule 457(p)
|
Fee Offset Claims
|
|
|
|
|
|
|
|
|
|
|
|
|
Fee Offset Sources
|
|
|
|
|
|
|
|
|
|
|
|
|
Table 3: Combined Prospectuses
|
☑Not Applicable
|
|
Security Type
|
Security Class Title
|
Amount of Securities Previously Registered
|
Maximum Aggregate Offering Price of Securities Previously Registered
|
Form Type
|
File Number
|
Initial Effective Date
|
|
|
|
|
|
|
|
|