S-1/A: American Battery Materials Seeks Public Offering to Advance Lithium Project

Sentiment:

S-1/A Filing 26 September 2024 4:42 PM

📋All filings for American Battery Materials, INC

American Battery Materials aims to raise capital through a public offering to fund the development of its Lisbon Valley Lithium Project and explore further acquisitions.

Capital raiseAmerican Battery Materials, Inc. is pursuing a public offering of its common stock.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 to facilitate our future access to the public equity markets.We estimate that the net proceeds to us from this offering will be approximately $ (or approximately $ if the underwriters exercise in full their option to purchase up to additional shares of common stock), based on the assumed public offering price of $ per share, after deducting underwriting discounts and estimated offering expenses payable by us.

Worse than expectedThe company has a history of losses and expects to continue to incur losses in the future.There is substantial doubt about the company's ability to continue as a going concern.

Summary

American Battery Materials, Inc. is pursuing a public offering of its common stock.
The primary goal is to secure funding for the development and operation of the Lisbon Valley Lithium Project.
A portion of the proceeds may also be used to expand mineral rights through land acquisitions and joint ventures.
The company intends to apply for listing on the NYSE American, contingent upon the success of the offering.
The company is an exploration stage issuer with no mining revenue to date.
The company plans to use direct lithium extraction (DLE) technologies to extract lithium from subsurface brines.
The company owns 743 placer claims covering 14,320 acres in the Lisbon Valley of Utah.
The company estimates the pre-production phase timelines and significant milestones include (i) the processing and approval by the BLM during the third quarter of 2024 of our exploration permits to drill, (ii) the commencement of drilling exploration wells by the end of 2024, (iii) the preparation of our Regulation S-K Subpart 1300 technical report on our exploration results in late-2024, (iv) the selection of a DLE technology provider in early 2025, (v) the development and building of a pilot lithium extraction plant in the first half of 2025, and (vi) the commencement of drilling production wells by the end of 2025.
The production phase, which primarily includes the building of a permanent lithium extraction plant, is estimated to begin in 2026.
The company has obtained approval by written consent of holders of a majority of our outstanding shares of common stock to amend our certificate of incorporation to grant discretionary authority to our board to effect a reverse stock split of our outstanding shares of common stock, and decrease the number of our authorized shares of common stock, and to complete these corporate actions.

Sentiment

Score: 4

Explanation: The document presents a mixed sentiment. While the company is pursuing a growth strategy in a promising sector, it faces significant financial challenges and risks, including a history of losses and doubts about its ability to continue as a going concern. The reliance on future capital raises and the speculative nature of mineral exploration contribute to a cautious outlook.

Positives

The company's focus on DLE technologies could provide a more environmentally responsible approach to lithium extraction.
The Lisbon Valley Lithium Project is located in an area with a history of resource extraction and developed infrastructure.
The company has state and local agency support from the Utah Division of Oil, Gas and Mining (UDOGM) and the Trust Land Administration (SITLA).

Negatives

The company has a limited operating history in the lithium industry.
The company has a history of losses and expects to continue to incur losses in the future.
There is substantial doubt about the company's ability to continue as a going concern.
The company is an exploration stage issuer and there is no guarantee that development will result in commercial extraction.
The company faces numerous risks related to exploration, construction and extraction of mineral deposits.
The mineral and chemical processing industry is intensely competitive.
The company's long-term success will depend on its ability to generate revenues, achieve and maintain profitability and develop positive cash flows from lithium activities.
The company is dependent upon key management employees, whose loss may have an adverse effect on performance.

Risks

The company's future performance is difficult to evaluate due to its limited operating history in the lithium industry.
The company has a history of losses and expects to continue to incur losses.
There is substantial doubt about the company's ability to continue as a going concern.
The company is an exploration stage issuer and there is no guarantee of commercial extraction.
The company faces numerous risks related to exploration, construction, and extraction of mineral deposits.
The mineral and chemical processing industry is intensely competitive.
The company's long-term success depends on its ability to generate revenues and achieve profitability.
The company is dependent on key management employees.
The company's ability to manage growth will impact its business, financial condition, and results of operations.
Lawsuits may be filed against the company.
The company's success depends on research and development capabilities for direct lithium extraction and securing capital for brine processing plants.
The development of non-lithium battery technologies could adversely affect the company.
The company's business is subject to cybersecurity risks.
The company will be required to obtain governmental permits and approvals.
The company's operations face substantial regulation governing worker health and safety.
Compliance with environmental regulations and litigation could require significant expenditures.
Lithium prices are subject to unpredictable fluctuations.
Changes in technology or other developments could adversely affect demand for lithium compounds.
An active trading market for the company's common stock may not develop.
The company's officers and directors have significant voting power.
Future sales and issuances of the company's common stock could result in additional dilution.
The company may be at risk of securities class action litigation.
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.
Our certificate of incorporation, as amended (Certificate of Incorporation) and our bylaws (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.

Future Outlook

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. 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.

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 increasing demand for lithium due to the growth of the electric vehicle market and the need for energy storage systems, aligning with broader industry trends focused on securing domestic lithium supplies.

Comparison to Industry Standards

The document references Bloomberg NEF's Long-Term Electric Vehicle Outlook 2019, projecting worldwide sales of 56 million passenger electric vehicles in 2040, with 17% in the U.S. market.
The document references Bloomberg's Electric Vehicle Outlook 2023 report, indicating that EV sales are set to rise over the next few years, from 10.5 million in 2022 to nearly 27 million in 2026.
The document references Benchmark Mineral Intelligence, predicting that demand for lithium-ion batteries is set to grow six-fold by 2032 and 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 references Fastmarkets projecting 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 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, July 11, August 19, and August 28 of 2024, Mr. Graber made additional loans to us pursuant to convertible promissory notes in the principal amounts of $99,182, $80,000, $200,000, $150,000 and $35,000 respectively.

Stakeholder Impact

Shareholders face potential dilution from future stock issuances.
Employees may benefit from the company's growth and expansion, but also face risks associated with the company's financial instability.
Customers in the electric vehicle and energy storage industries could benefit from increased lithium production.
Suppliers and creditors face risks associated with the company's ability to meet its financial obligations.

Next Steps

The company intends to apply for the listing of its common stock for trading on the NYSE American.
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 its 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 production phase, which primarily includes the building of a permanent lithium extraction plant, is estimated 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 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.
2016-03-29	The company issued a $30,000 promissory note.
2016-09-23	The company issued a $30,000 promissory note.
2016-11-20	The company issued a $50,000 promissory note.
2017-02	David E. Graber was appointed as the sole Chief Executive Officer 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 since December 2018.
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 appointed Chief Executive Officer of our company.
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 since August 2022.
2022-08	Justin Vorwerk has served as a director of our company since August 2022.
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.
2023-03	David E. Graber was appointed as the sole Chief Executive Officer of our company.
2023-03	Sebastian Lux was appointed President and Chief Operating Officer of our company.
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 as of May 1, 2023.
2023-05	Dylan Glenn became a director of our company in May 2023.
2023-06	Agustin Cabo was appointed to serve as our Chief Financial Officer in June 2023.
2023-06-01	The company entered into an Agreement and Plan of Merger with Seaport Global Acquisition II Corp.
2023-07	The company acquired and staked an additional 641 lithium mining claims adjacent to our Lisbon Valley Lithium Project in Utah.
2023-08-04	The company filed an Amendment to the Certificate of Incorporation in order to effect a reverse stock split.
2023-12-08	The company effectuated the reverse split of the common stock by a ratio of one-for-300.
2024-03	Agustin Cabo was appointed to serve as our Chief Financial Officer in March 2024.
2024-03-21	David Graber made an additional loan to us pursuant to a convertible promissory note in the principal amount of $254,713.44.
2024-03-22	Justin Vorwerk made an additional loan to us pursuant to a convertible promissory note in the principal amount of $138,073.94.
2024-03-22	Marilyn Kane made an additional loan to us pursuant to a convertible promissory note in the principal amount of $55,321.92.
2024-03-22	InMotion Hosting made an additional loan to us pursuant to a convertible promissory note in the principal amount of $102,996.71.
2024-03-22	Raymond Meyers made an additional loan to us pursuant to a convertible promissory note in the principal amount of $25,404.88.
2024-04-01	The company executed several agreements to amend its outstanding promissory notes and convertible notes with multiple investors.
2024-05-16	David Graber made an additional loan to us pursuant to a convertible promissory note in the principal amount of $99,182.
2024-06-18	David Graber made an additional loan to us pursuant to a convertible promissory note in the principal amount of $80,000.
2024-07-11	David Graber made an additional loan to us pursuant to a convertible promissory note in the 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.
2024-08-19	David Graber made an additional loan to us pursuant to a convertible promissory note in the principal amount of $150,000.
2024-08-28	David Graber made an additional loan to us pursuant to a convertible promissory note in the principal amount of $35,000.
2024-09-25	Date of prospectus.
2024-09-30	Maturity date of several bridge promissory notes.

Keywords

lithium, extraction, DLE, Lisbon Valley, mining, brine, exploration, battery materials, mineral rights, public offering

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