BLTH.OIDAmerican Battery Materials, INC
S-1/A: American Battery Materials Files Amendment No. 2 to Form S-1 Registration Statement, Pursuing Public Offering and NYSE American Listing
Sentiment:
S-1/A Amendment
American Battery Materials, Inc. files an amendment to its Form S-1 registration statement, aiming for a public offering and listing on the NYSE American to fund its Lisbon Valley Lithium Project.
Delay expectedThe company's 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.
Capital raiseThe company is offering shares of common stock in a public offering.The company intends to use the net proceeds from this offering to fund the development and operation of our Lisbon Valley Lithium Project, including the pre-production drilling, permitting and geological work on the 14,320-acre land position.The company 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.
Worse than expectedThe company's net loss increased for the three months ended March 31, 2024 compared to the three months ended March 31, 2023.The company's accumulated deficit increased as of March 31, 2024.The company's working capital deficit increased as of March 31, 2024.
Summary
- American Battery Materials, Inc. filed Amendment No. 2 to its Form S-1 registration statement for a public offering of common stock.
- The company intends to list its common stock on the NYSE American, contingent upon approval.
- The primary goal of the offering is to secure additional capital for the development and operation of the Lisbon Valley Lithium Project.
- The company plans to use advanced brine extraction technologies for lithium extraction.
- The company owns 743 placer claims covering 14,320 acres in the Lisbon Valley of Utah.
- The company is currently an exploration stage issuer with no mining revenue to date.
- The company anticipates a reverse stock split and a decrease in the number of authorized shares of common stock prior to the offering's effectiveness.
- The company estimates net proceeds from the offering to be approximately $ (amount not specified), which will fund pre-production drilling, permitting, and geological work.
- The company may also use proceeds to expand mineral rights through acquisitions and joint ventures.
- The company intends to use the remaining proceeds for working capital and general corporate purposes.
Sentiment
Score: 5
Explanation: The document presents a mixed sentiment. While it highlights the company's strategic goals and market opportunities, it also acknowledges the risks and challenges associated with its business, including its limited operating history, history of losses, and dependence on future financing.
Positives
- The company's focus on environmentally responsible lithium extraction using DLE technologies.
- The company's strategic location in the Lisbon Valley of Utah, an area historically rich with industrial and natural resource extraction.
- The company's access to developed infrastructure, including high voltage electrical power and proximity to major roadways and rail spurs.
- The company's potential to benefit from the growing demand for lithium-ion batteries in electric vehicles and energy storage systems.
- The company's engagement with RESPEC Company LLC for geotechnical, engineering, and resource management expertise.
Negatives
- The company's limited operating history in the lithium industry.
- The company's history of losses and expectation to continue incurring losses in the future.
- The company's status as an exploration stage issuer with no guarantee of commercial extraction of mineral deposits.
- The company's dependence on key management employees.
- The company's potential exposure to regulatory and financial risks related to climate change.
- The company's reliance on successful access to capital and financial markets.
Risks
- The company's future performance is difficult to evaluate due to its limited operating history in the lithium industry.
- The company faces numerous risks related to exploration, construction, and extraction of mineral deposits.
- The company's success as a company producing lithium 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 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.
- The company's lithium prices are subject to unpredictable fluctuations.
- The company's officers and directors have significant voting power and may take actions that may not be in the best interests of other stockholders.
- The company's 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 producer of lithium in the United States by employing advanced brine extraction technologies and methodologies. The company plans to develop sustainable production operations and expand its resource base through acquisitions and joint ventures.
Management Comments
- Jennifer M. Granholm, the U.S. Secretary of Energy, stated: Lithium-based batteries power our daily lives from consumer electronics to national defense.
- They enable electrification of the transportation sector and provide stationary grid storage, critical to developing the clean-energy economy.
Industry Context
The document highlights the growing demand for lithium-ion batteries, driven by the increasing adoption of electric vehicles and energy storage systems. It also mentions the U.S. government's efforts to secure domestic access to raw materials for lithium batteries, indicating a favorable regulatory environment for lithium producers in the United States.
Comparison to Industry Standards
- The document references Bloomberg projections for EV sales and lithium battery deployment, providing benchmarks for the company's potential market opportunity.
- The document mentions Benchmark Mineral Intelligence's prediction of a six-fold growth in lithium-ion battery demand by 2032, setting a target for the industry's growth.
- The document references the Lisbon Valley copper mine, which is currently producing copper cathode, as an example of existing mining operations in the area.
Related Party Transactions
- David E. Graber, our Chairman and Chief Executive Officer, and Justin Vorwerk and Jared Levinthal, 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, June 18 and July 11, 2024, Mr. Graber made additional loans to us pursuant to convertible promissory notes in the principal amounts of $99,182, $80,000 and $200,000, respectively.
Stakeholder Impact
- The public offering will provide an opportunity for investors to participate in the company's growth and development.
- The company's success in developing the Lisbon Valley Lithium Project could create jobs and economic benefits for the surrounding communities.
- The company's commitment to environmentally responsible lithium extraction could benefit the environment and local stakeholders.
- The company's ability to generate revenue and achieve profitability will impact the value of its common stock and the returns for its investors.
Next Steps
- The company intends to apply for the listing of its common stock for trading on the NYSE American.
- The company plans to process exploration permits with the BLM during the third quarter of 2024.
- The company plans to commence drilling exploration wells by the end of 2024.
- The company plans to prepare a Regulation S-K Subpart 1300 technical report on exploration results in late-2024.
- The company plans to select a DLE technology provider in early 2025.
- The company plans to develop and build a pilot lithium extraction plant in the first half of 2025.
- The company plans to commence drilling production wells by the end of 2025.
- The company estimates the building of a permanent lithium extraction plant to begin in 2026.
Key Dates
| Date | Description |
|---|---|
| 2007-03-26 | American Battery Materials, Inc. was originally incorporated in the State of Delaware. |
| 2010-04-09 | The company filed a Form S-1 registration statement with the SEC in order to become an SEC reporting company. |
| 2011-07-22 | The Board of Directors of the Company approved the Companys 2011 Equity Incentive Plan |
| 2011-07-26 | Stockholders holding a majority of shares of the Company approved, by written consent, the Plan. |
| 2014-01-07 | The company entered into an Exchange of Securities Agreement with U-Vend Canada, Inc. |
| 2014-04-15 | The company filed a certificate of amendment to change the name of our company to U-Vend Inc. |
| 2016-12-31 | The company issued two additional unsecured promissory notes and borrowed an aggregate amount of $ 80,000 . |
| 2017-02 | David E. Graber was the Chief Executive Officer and a director of our company. |
| 2017-11-16 | The Companys Board of Directors approved the increase of the 33,333 shares reserved under the Plan. |
| 2017-11-22 | Stockholders of the Company holding a majority of the outstanding shares of the Companys common stock approved, by written consent, an increase in the number of shares reserved under the Plan by 33,333 shares. |
| 2018-02-26 | The company filed a Certificate of Amendment to change the name of our company to BoxScore Brands, Inc. |
| 2018-12 | Jared Levinthal has served as a director of our company. |
| 2021-11-05 | The company acquired the rights to 102 federal mining claims located in the Lisbon Valley of Utah. |
| 2022-07 | Sebastian Lux was our Chief Executive Officer. |
| 2022-07 | Adam C. Lipson, M.D. was elected to our Board of Directors. |
| 2022-08 | Andrew Suckling has served as a director of our company. |
| 2022-08 | Justin Vorwerk has served as a director of our company. |
| 2022-10-20 | The company filed an amendment to our certificate of incorporation to change the name of our company from BoxScore Brands, Inc. to American Battery Materials, Inc. |
| 2023-04-25 | The company formed Mountain Sage Minerals, LLC, a Utah limited liability company. |
| 2023-05-01 | The name change was processed by FINRA and became effective. |
| 2023-05 | Dylan Glenn became a director of our company. |
| 2023-06-01 | The company entered into an Agreement and Plan of Merger with Seaport Global Acquisition II Corp. |
| 2023-06 | Agustin Cabo was appointed to serve as our Chief Financial Officer. |
| 2023-07 | The company acquired and staked an additional 641 lithium mining claims adjacent to our Lisbon Valley Lithium Project in Utah. |
| 2023-08 | The company filed our initial applications with the UDOGM and the BLM. |
| 2023-08-04 | The company filed an Amendment to the Certificate of Incorporation in order to effect a reverse stock split. |
| 2023-10-31 | The effective date of the Technical Report Summary on the Lisbon Valley Lithium Project prepared by Bradley C. Peek, MSc. of CPG Peek Consulting, Inc. |
| 2023-11-20 | SGII notified us that it had elected to terminate the Merger Agreement. |
| 2023-12-08 | The reverse stock split was processed by FINRA. |
| 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 | The company 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 | The company received tentative UDOGM approval. |
| 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. |
| 2024-06-18 | A new convertible promissory note was issued to David E. Graber with a principal amount of $80,000. |
| 2024-07-11 | A new convertible promissory note was issued to David E. Graber with a principal amount of $200,000. |
| 2024-07-11 | The Company reached a settlement agreement involving the outstanding note held by Dallas Salazar. |
| 2024-08-06 | A new convertible promissory note was issued to William Robinson, an unaffiliated party, with a principal amount of $30,000. |
| 2024-08-12 | Date of the prospectus. |
| 2024-09-01 | Maintenance fee renewal with BLM. |
| 2024 | The processing by the BLM during the third quarter of our exploration permits to drill. |
| 2024 | The commencement of drilling exploration wells by the end of. |
| 2024 | The preparation of our Regulation S-K Subpart 1300 technical report on our exploration results in late-. |
| 2025 | The selection of a DLE technology provider in early. |
| 2025 | The development and building of a pilot lithium extraction plant in the first half of. |
| 2025 | The commencement of drilling production wells by the end of. |
| 2026 | The building of a permanent lithium extraction plant, is estimated to begin in. |
Keywords
lithium, extraction, mining, brine, DLE, NYSE American, public offering, exploration, mineral rights, American Battery Materials
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