BLTH.OIDAmerican Battery Materials, INC
S-1/A: American Battery Materials Files Amendment for Common Stock Public Offering, Aims for NYSE American Listing
Sentiment:
S-1/A Amendment
American Battery Materials, Inc. has filed an amendment to its Form S-1 registration statement for a public offering of common stock, with plans to list on the NYSE American.
Capital raiseThe document details a public offering of common stock.The company intends to use the net proceeds from this offering to fund the development and operation of its Lisbon Valley Lithium Project, expand its mineral rights through acquisitions of land and claims and joint venture opportunities, and for working capital and general corporate purposes.
Worse than expectedThe company has a history of losses and expects to continue incurring losses.There is substantial doubt about the company's ability to continue as a going concern.
Summary
- American Battery Materials, Inc. has filed an amendment to its Form S-1 registration statement for a public offering of its common stock.
- The company intends to list its common stock on the NYSE American, contingent upon approval.
- The offering includes an underwriter's option to purchase additional shares to cover over-allotments.
- Net proceeds will primarily fund the development and operation of the Lisbon Valley Lithium Project.
- The company is an exploration stage issuer with no mining revenue to date.
- The company plans to use direct lithium extraction (DLE) technologies.
- The company owns lithium mineral rights on 743 placer claims covering 14,320 acres in Utah.
- The company has a history of losses and expects to continue incurring losses.
- There is substantial doubt about the company's ability to continue as a going concern.
- The company is dependent on key management employees.
- The company is subject to cybersecurity risks.
- The company will be required to obtain governmental permits and approvals in order to conduct development and extraction operations.
- The company faces substantial regulation governing worker health and safety.
- Compliance with environmental regulations and litigation based on environmental regulations could require significant expenditures.
- Lithium prices are subject to unpredictable fluctuations.
- Changes in technology or other developments could adversely affect demand for lithium compounds or result in preferences for substitute products.
- 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.
- 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.
Sentiment
Score: 4
Explanation: The document presents a mixed sentiment. While the company is pursuing a public offering and has strategic plans for lithium production, it also faces significant financial challenges, including a history of losses and doubts about its ability to continue as a going concern. The company is also an exploration stage issuer with no mining revenue to date.
Positives
- The company owns significant lithium mineral rights in the Lisbon Valley of Utah.
- The company intends to use direct lithium extraction (DLE) technologies, which are considered more environmentally friendly.
- The company has engaged RESPEC Company LLC to assist in the exploration of the Lisbon Valley Lithium Project.
- The company is strategically located in an area with a history of resource extraction and developed infrastructure.
Negatives
- The company is an exploration stage issuer with no mining revenue to date.
- The company has a history of losses and expects to continue incurring losses.
- There is substantial doubt about the company's ability to continue as a going concern.
- The company is dependent on key management employees.
- The company is subject to cybersecurity risks.
- The company will be required to obtain governmental permits and approvals in order to conduct development and extraction operations.
- Compliance with environmental regulations and litigation based on environmental regulations could require significant expenditures.
- Lithium prices are subject to unpredictable fluctuations.
- Changes in technology or other developments could adversely affect demand for lithium compounds or result in preferences for substitute products.
- 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.
- 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.
Risks
- The company's future performance is difficult to evaluate due to its limited operating history in the lithium industry.
- The company's growth strategy depends on its ability to successfully access the capital and financial markets.
- The company faces numerous risks related to exploration, construction, and extraction of mineral deposits.
- The mineral and chemical processing industry is intensely competitive.
- The development of non-lithium battery technologies could adversely affect the company.
- The company 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.
- The company's operations face substantial regulation governing worker health and safety.
- Compliance with environmental regulations and litigation based on environmental regulations could require significant expenditures.
- Lithium prices are subject to unpredictable fluctuations.
- Changes in technology or other developments could adversely affect demand for lithium compounds or result in preferences for substitute products.
- 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.
- 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.
Future Outlook
The company aims to become a lithium producer in the United States by employing advanced brine extraction technologies and methodologies. The company will evaluate opportunities to further expand its resource base and production capacity through acquisitions and joint ventures. The company's timelines are subject to risks and variables, including obtaining permits, approvals, and funding.
Industry Context
The document highlights the growing demand for lithium due to the increasing adoption of electric vehicles and energy storage systems. It references reports from Bloomberg, the U.S. Department of Energy, and Benchmark Mineral Intelligence, indicating a significant increase in lithium battery market size and the need for new lithium mines. The company positions itself to capitalize on this growing demand by focusing on domestic lithium production using DLE technologies.
Comparison to Industry Standards
- The document mentions that South American countries Chile and Argentina account for the majority of the lithium produced from brines.
- The document references Bloomberg projections of total global lithium battery deployment to reach over 1,095 GW by 2040.
- The document references Benchmark Mineral Intelligence prediction that meeting the world's lithium requirements would require 74 new lithium mines with an average size of 45,000 tonnes by 2035.
- The document mentions that in 2023, commodity price provider Fastmarkets projected that by 2030, 13% of the world's lithium will be produced using DLE.
Related Party Transactions
- David E. Graber, our Chairman and Chief Executive Officer, and Jared Levinthal and Justin Vorwerk, directors of our company, have made loans to us pursuant to convertible promissory notes in connection with our convertible note private placement transactions.
- On May 16, 2024, Mr. Graber made an additional loan to us pursuant to a convertible promissory note in the principal amount of $99,182 to support our short-term working capital requirements.
Stakeholder Impact
- The public offering will impact existing shareholders through potential dilution.
- The company's success will impact employees, customers, suppliers, and creditors.
Next Steps
- The company intends to apply for the listing of its common stock for trading on the NYSE American.
- The company plans to continue the development and operation of its Lisbon Valley Lithium Project.
- The company will explore opportunities to further expand its resource base and production capacity through acquisitions and joint ventures.
Key Dates
| Date | Description |
|---|---|
| 2007-03-26 | Company originally incorporated in Delaware as Internet Media Services, Inc. |
| 2010-04-09 | Filed Form S-1 registration statement to become an SEC reporting company. |
| 2011-07-22 | Board of Directors approved the 2011 Equity Incentive Plan. |
| 2011-07-26 | Stockholders approved the 2011 Equity Incentive Plan. |
| 2014-01-07 | Entered into an Exchange of Securities Agreement with U-Vend Canada, Inc. |
| 2014-04-15 | Filed a certificate of amendment to change the name to U-Vend Inc. |
| 2017-11-16 | Board of Directors approved the increase of the 33,333 shares reserved under the Plan. |
| 2017-11-22 | Stockholders approved an increase in the number of shares reserved under the Plan by 33,333 shares. |
| 2018-02-26 | Filed a Certificate of Amendment to change the name to BoxScore Brands, Inc. |
| 2021-11-05 | Acquired rights to 102 federal mining claims in Lisbon Valley, Utah. |
| 2022-10-20 | Filed amendment to change name to American Battery Materials, Inc. |
| 2023-04-25 | Formed Mountain Sage Minerals, LLC. |
| 2023-05-01 | Name change to American Battery Materials, Inc. became effective. |
| 2023-06-01 | Entered into Merger Agreement with Seaport Global Acquisition II Corp. |
| 2023-07-01 | Acquired and staked additional lithium mining claims in Utah. |
| 2023-08-04 | Filed an Amendment to the Certificate of Incorporation in order to effect a reverse stock split. |
| 2023-10-31 | Effective date of the Technical Report Summary on the Lisbon Valley Lithium Project. |
| 2023-12-08 | Effectuated a 1-for-300 reverse stock split. |
| 2023-12-29 | Promissory note was bought by another holder not affiliated with the Company. |
| 2023-12-31 | Year end. |
| 2024-01-01 | Promissory note was exchanged by a new note with an increase of principal to $ 175,000 and interest rate of 10 %. |
| 2024-01-16 | A new convertible promissory note was issued to Jared Levinthal with a principal amount of $30,000. |
| 2024-02-29 | A new convertible promissory note was issued to Marilyn Thypin with a principal amount of $25,000. |
| 2024-02-29 | Executed an exchange agreement to substitute a promissory note originally valued at $175,000 with a new promissory note valued at $225,000 to Dallas Salazar. |
| 2024-03-21 | A new convertible promissory note was issued to David E. Graber for a value of $254,713.44. |
| 2024-03-22 | A new convertible promissory note was issued to Justin Vorwerk for a value of $138,073.94. |
| 2024-03-22 | A new convertible promissory note was issued to Marilyn Kane for a value of $55,321.92. |
| 2024-03-22 | A new convertible promissory note was issued to InMotion Hosting for a value of $102,996.71. |
| 2024-03-22 | A new convertible promissory note was issued to Raymond Meyers for a value of $25,404.88. |
| 2024-03-28 | A new convertible promissory note was issued to Brett Hawken with a principal amount of $35,471. |
| 2024-03-29 | A new convertible promissory note was issued to King Wharf Opportunities Fund, LP, with a principal amount of $1,032,813. |
| 2024-03-29 | A new convertible promissory note was issued to Leviston Resources LLC with a principal amount of $481,760. |
| 2024-03-29 | A new convertible promissory note was issued to Linda Shira with a principal amount of $275,250. |
| 2024-03-29 | A new convertible promissory note was issued to Candace Shira and Marvin Engle with a principal amount of $275,250. |
| 2024-03-29 | A new convertible promissory note was issued to John Black with a principal amount of $68,583. |
| 2024-03-29 | A new convertible promissory note was issued to David R. Meyers with a principal amount of $335,573. |
| 2024-04-01 | The Company executed several agreements to amend its outstanding promissory notes and convertible notes with multiple investors. |
| 2024-05-16 | A new convertible promissory note was issued to David E. Graber with a principal amount of $99,182. |
| 2024-06-07 | Common stock closed at $0.39 per share. |
| 2024-06-11 | Date of the prospectus. |
| 2024-09-01 | Maintenance fee renewal with BLM. |
| 2024-09-30 | Maturity date of convertible notes. |
Keywords
lithium, public offering, NYSE American, direct lithium extraction, mineral rights, Lisbon Valley, exploration, mining, battery materials
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