10-K: ABTC Reports Strong Revenue Growth, Advances Battery Recycling

Sentiment:

Annual Report


American Battery Technology Company (ABTC) reported significant revenue growth in fiscal year 2025, driven by its battery recycling operations, while continuing to advance its lithium extraction projects and secure substantial government grants.

Delay expectedThe Fernley land and building, previously classified as held for sale, had its Commercial/Investment Property Purchase Agreement canceled on July 28, 2025. The Company now plans to make improvements in fiscal year 2026 and reclassify it back to property, plant, and equipment, indicating a delay in its disposal and a change in strategy for the asset.
Capital raiseReceived a Letter of Interest from the US Export-Import Bank for up to $900 million in low-interest debt financing to support the construction of the Tonopah Flats Lithium Project.Sold 14,097,636 common shares for total proceeds of $18.6 million through an At-The-Market (ATM) offering during fiscal year 2025.Received $15.0 million in proceeds from registered direct offerings in December 2024.Benefited from convertible note conversions and warrant exercises, contributing to a net cash position of $25.4 million as of September 15, 2025.The Company will continue to rely on sales of common shares, debt, or other financing to fund business operations as needed.
Better than expectedRevenue increased by 1,149% to $4.3 million in fiscal year 2025 from $0.3 million in fiscal year 2024, indicating significant operational ramp-up.Net loss improved to $(46.8) million in fiscal year 2025 from $(52.5) million in fiscal year 2024.Secured substantial government grants, including a $150 million DOE grant and $60 million in 48C tax credits, demonstrating strong external validation and funding support.Received a Letter of Interest for up to $900 million in low-interest debt financing, significantly de-risking future project development.The net cash position improved significantly to $25.4 million as of September 15, 2025, post-year-end, due to capital raises and the release of restricted cash.

Summary

  • Revenue increased by 1,149% to $4.3 million in fiscal year 2025, up from $0.3 million in fiscal year 2024, reflecting the ramp-up of battery recycling facility operations.
  • The net loss improved to $(46.8) million in fiscal year 2025, compared to $(52.5) million in fiscal year 2024.
  • Gross loss increased to $(10.6) million in fiscal year 2025 from $(3.0) million in fiscal year 2024, as cost of goods sold significantly exceeded revenue.
  • Operating expenses decreased to $31.4 million in fiscal year 2025 from $44.8 million in fiscal year 2024, primarily due to lower research and development and exploration costs.
  • Secured a $150 million grant from the U.S. Department of Energy (DOE) for the construction of a new lithium-ion battery recycling facility.
  • Completed construction and commissioning of a multi-tonne per day integrated pilot facility for battery-grade lithium hydroxide from claystone resources.
  • Received a Letter of Interest from the US Export-Import Bank for up to $900 million in low-interest debt financing to support the Tonopah Flats Lithium Project.
  • The cash position improved to $25.4 million as of September 15, 2025, up from $12.5 million at June 30, 2025, due to capital raises and the release of restricted cash.
  • A material weakness in internal control over financial reporting was identified, with remediation efforts underway and expected to be completed by the end of fiscal year 2026.

Sentiment

Score: 7

Explanation: The company demonstrates significant progress in scaling its recycling operations and advancing its primary lithium extraction projects, backed by substantial government grants and a Letter of Interest for significant debt financing. The estimated NPV and IRR for the Tonopah Flats project are highly attractive. However, the company still faces a 'going concern' doubt, operates at a gross loss, and has identified a material weakness in internal controls. While the long-term potential is strong, the current financial instability and execution risks temper the overall sentiment.

Positives

  • Revenue increased by 1,149% to $4.3 million in fiscal year 2025 from $0.3 million in fiscal year 2024, reflecting the ramp-up of recycling operations.
  • Net loss improved to $(46.8) million in fiscal year 2025 from $(52.5) million in fiscal year 2024.
  • Secured a $150 million grant from the US DOE for a new lithium-ion battery recycling facility.
  • Successfully completed contractual requirements for a $2.3 million DOE grant for the claystone lithium pilot facility.
  • Successfully completed contractual requirements for a $0.5 million US Advanced Battery Consortium (USABC) grant, including manufacturing and testing of automotive battery cells from recycled materials.
  • Received a $19.5 million tax credit through the Qualifying Advanced Energy Project Credits (48C) program for its Nevada battery recycling facility.
  • Received an additional $40.5 million tax credit through the 48C program for a new commercial battery recycling facility.
  • Completed construction and commissioning of its multi-tonne per day integrated pilot facility for battery-grade lithium hydroxide from Tonopah Flats claystone.
  • Received a Letter of Interest from the US Export-Import Bank for up to $900 million in low-interest debt financing for the Tonopah Flats Lithium Project.
  • The cash position improved to $25.4 million as of September 15, 2025, from $12.5 million at June 30, 2025, due to capital raises and release of restricted cash.
  • Over 50% of inferred mineral resources at Tonopah Flats have been upgraded to measured and indicated classifications.
  • The Tonopah Flats Lithium Project's Initial Assessment estimates a $10.05 billion after-tax net present value (NPV) at a 5% discount rate, a 69.8% Internal Rate of Return (IRR), and a 2.3-year payback of initial capital.

Negatives

  • Gross loss increased to $(10.6) million in fiscal year 2025 from $(3.0) million in fiscal year 2024, as cost of goods sold ($14.9 million) significantly exceeded revenue ($4.3 million).
  • There is substantial doubt about the Company's ability to continue as a going concern, as expressed by independent auditors.
  • Requires significant additional financing within the next 12 months to fund operations and develop facilities, with no assurance such capital will be available on acceptable terms.
  • Identified a material weakness in internal control over financial reporting, though remediation efforts are underway.
  • Incurred a credit loss expense of $1.4 million related to a subscription receivable that was deemed uncollectible.
  • Inventory was written down by $2.9 million in fiscal year 2025 due to lower of cost or net realizable value.
  • Operating cash flow remains negative, using $28.9 million in fiscal year 2025.
  • A purchase agreement for the Fernley land and building, previously held for sale, was canceled, leading to its reclassification back to property, plant, and equipment.

Risks

  • Substantial doubt exists about the Company's ability to continue as a going concern and to achieve or sustain profitability.
  • Significant additional financing may be required within the next 12 months, with no assurance of availability on acceptable terms, which could jeopardize the business plan.
  • Challenges may arise in executing growth strategy and effectively managing any expansion, with strategic transactions potentially disruptive or dilutive.
  • The ability to source, recover, and recycle lithium-ion battery materials economically and efficiently may be limited by feedstock availability, quality, and competition.
  • Inability to continue operating the recycling facility and improve efficiency could materially harm the business.
  • Profitability depends heavily on volatile global metal prices, product quality, and customer specifications, and unfavorable pricing could reduce revenues.
  • Safety concerns in handling lithium-ion batteries, changes in battery chemistry or technology, slower-than-expected adoption of electric vehicles, or reduced government support for clean energy could negatively impact revenues.
  • Operations are subject to development and execution risks, as well as potential limitations in obtaining applicable permits and in obtaining or maintaining insurance coverage.
  • Declines in demand, volatility in benchmark metal prices, or shifts in the quantity and composition of lithium-ion battery feedstock could materially affect costs, revenues, and results.
  • Dependence on the skills and experience of the senior management team and key employees; loss of such personnel could have a material adverse effect.
  • Exposure to litigation, foreclosure, or regulatory actions, any of which could adversely affect financial condition.
  • Geopolitical competition over critical minerals and government policies aimed at securing domestic supply chains may restrict access to certain markets, partners, or suppliers.
  • Changes in international trade policies, tariffs, or trade disputes could disrupt supply chains, increase costs, or limit market access.
  • Changes in government policies or funding priorities for critical minerals could reduce or eliminate incentives, grants, or programs relied upon.
  • Export controls or trade restrictions on lithium, equipment, or technology could limit market access, sourcing options, or partnerships.
  • Mineral Resources and Reserves are estimates subject to inherent uncertainties; actual tonnage, grades, recoveries, or costs may differ materially.
  • No assurance that economically recoverable mineral reserves exist on properties, and exploration and development risks could prevent their extraction.
  • Evolving federal and state regulations on battery recycling and extended producer responsibility may create new compliance obligations or increase operating costs.
  • Changes in income tax rates or laws, or disputes with tax authorities, could materially affect results of operations.
  • Failure to adequately protect intellectual property, or third-party infringement claims, could lead to significant costs.
  • Increasing cybersecurity threats and potential attacks could compromise systems, disrupt operations, or expose sensitive data.
  • Future issuance of additional equity securities without shareholder approval could dilute existing ownership and potentially place downward pressure on the market price of common shares.
  • Common shares have experienced, and may continue to experience, significant volatility.
  • No anticipated dividends in the foreseeable future.
  • A material weakness in internal control over financial reporting (ICFR) has been identified.
  • Compliance with regulatory requirements applicable to U.S. domestic issuers is expected to require considerable time, cost, and resources.
  • Failure to comply with covenants in debt agreements could result in default, acceleration of repayment obligations, or loss of collateral.
  • May be required to record write-downs, impairments, restructurings, or other charges, any of which could materially and negatively impact financial condition.

Future Outlook

The Company expects continued growth in production volumes and revenues from its recycling operations, with plans to commission Phase 2 of its McCarran facility to refine lithium intermediate and black mass into battery-grade products. A preliminary feasibility study (PFS) for the Tonopah Flats Lithium Project is anticipated in the first quarter of fiscal year 2026, which will further inform the design and construction of a commercial-scale lithium hydroxide refinery. The Company also plans to make improvements to its Fernley property in fiscal year 2026, including obtaining a final certificate of occupancy, before reclassifying it to property, plant, and equipment. Remediation of the material weakness in internal control over financial reporting is expected by the end of fiscal year 2026. The Company will continue to rely on various financing sources, including equity and debt, to fund its ongoing operations and development activities.

Management Comments

  • The ramp-up and operation of this facility remain a top priority, and the Company has significantly expanded resources to support its execution.
  • The Company has completed the construction and commissioning of its lithium hydroxide (LiOH) pilot plant, marking a significant milestone in the commercialization of its internally-developed processes to access an unrealized domestic primary lithium resource.
  • This commercialization pathway allows for an engineered phased development, with improved access to the higher quality portions of the resource, and improved project economics.
  • We have implemented, and are continuing to design and implement, measures to remediate the control deficiencies that resulted in the material weaknesses identified in our internal control over financial reporting.

Industry Context

The global market for lithium-ion batteries is projected to exceed $250 billion by 2030, driving significant demand for critical battery materials like lithium, cobalt, nickel, and manganese. The current supply chain is highly segmented, with refining and cell manufacturing predominantly in Asia, leading to a severe domestic capacity imbalance and supply chain risk within the United States. The Company operates in both primary resource extraction and secondary supply (recycling) segments, aiming to increase domestic production and establish a closed-loop supply chain. Its proprietary recycling process offers greater net benefits than conventional high-temperature thermal or mechanical shredding methods, which often lose valuable materials or struggle with purity. The Company's focus on domestic sourcing and advanced processing aligns with broader U.S. government initiatives to secure critical mineral supply chains and reduce foreign dependence.

Comparison to Industry Standards

  • The Company's uniquely pioneered recycling process is stated to realize greater net benefits than current conventional methods, including decreased air and liquid pollutant emissions through strategic design and no high-temperature operations.
  • The process allows for the separation of low-value materials early, leading to high recovery and purity of high-value products, enabling metal products to meet battery cathode specifications for re-entry into the supply chain.
  • The recycling facilities are designed for throughput equal to that of manufacturing facilities on a per-region basis, with low capital costs due to avoidance of high-temperature operations and minimal waste generation, and short processing residence times.
  • Conventional recycling methods, such as high-temperature thermal processes (pyrometallurgy), often result in the loss of key battery materials like lithium, graphite, and aluminum, and can present challenges in refining to high purity specifications, while being energy-intensive and causing substantial air and water pollution.
  • Mechanical crushing/simple hydrometallurgy approaches face challenges in recovering battery-grade materials due to high impurities in the black mass and potential adverse environmental impacts from solvents.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Authorized Shares IncreaseShareholders approved an amendment to the articles of incorporation to increase the number of authorized shares of common stock from 80,000,000 to 250,000,000.November 2024Increases flexibility for future capital raises and equity compensation, but also increases potential for shareholder dilution.
New Employee Stock Purchase PlanShareholders approved the Company's 2024 Employee Stock Purchase Plan (ESPP).2024-11-13Enhances employee retention and aligns employee interests with shareholder value through equity ownership.
Internal Control Weakness RemediationIdentified a material weakness in internal control over financial reporting (ICFR) in fiscal year 2024, with remediation efforts ongoing in fiscal year 2025, including hiring finance and accounting personnel, enhancing controls for complex transactions, and strengthening segregation of duties.Ongoing through FY2025, expected completion by end of FY2026Aims to improve financial reporting reliability and compliance, reducing risks of material misstatement and regulatory scrutiny. Remediation of one material weakness was completed, with others in progress.

Legal Proceedings

  • May be involved in certain routine legal proceedings from time to time before various courts and governmental agencies. The resolution of these pending routine proceedings is not expected to have a material effect on operations or consolidated financial statements.

Related Party Transactions

  • Ryan Melsert, Chief Executive Officer, held 200,000 warrants whose expiration date was extended to April 30, 2025, on July 22, 2024, resulting in less than $0.1 million in stock-based compensation expense.
  • A portion of the August 1, 2024 private placement ($0.6 million) was received from related parties, including current employees and an immediate family member of the Chief Executive Officer.
  • Stock-based compensation expense for officers and directors totaled approximately $6.2 million for fiscal year 2025 and $7.5 million for fiscal year 2024.
  • Stock-based compensation expense included $4.3 million (FY2025) and $1.9 million (FY2024) related to warrants awarded to officers of the Company.

Stakeholder Impact

  • Shareholders face potential dilution from future equity issuances and continued stock price volatility, but benefit from improved cash position post-year-end and significant project advancements.
  • Employees benefit from the new 2024 Employee Stock Purchase Plan and stock-based compensation, with increased headcount supporting expanded operations.
  • Customers can expect increased production capacity for recycled battery materials and the development of battery-grade lithium hydroxide, potentially leading to more reliable domestic supply.
  • Creditors face ongoing risk due to the 'going concern' doubt and the need for additional financing, but debt conversions to equity and a Letter of Interest for significant financing provide some mitigation.
  • Local communities may experience economic benefits from facility operations and job creation, but also potential opposition to facility installation and operation due to environmental concerns.

Next Steps

  • Commission Phase 2 of the McCarran recycling facility to further refine lithium intermediate and black mass into battery-grade nickel, cobalt, manganese, and lithium hydroxide products.
  • Continue exploration of the Tonopah Flats Lithium Project to further expand and define the deposit, collect data for detailed design of the mining pit shell, and upgrade to a measured and indicated resource classification.
  • Publish a preliminary feasibility study (PFS) for the Tonopah Flats Lithium Project within the first quarter of fiscal year 2026.
  • Design, construct, and commission a first-of-kind commercial-scale refinery to produce 30,000 MT of battery-grade lithium hydroxide per year from the Tonopah Flats resource.
  • Incur qualifying expenditures for the additional $40.5 million 48C tax credit to support the design and construction of a new commercial battery recycling facility.
  • Construct a new lithium-ion battery recycling facility with the $144 million DOE grant.
  • Make improvements to the Fernley property in fiscal year 2026, including obtaining a final certificate of occupancy (COO) and completing other upgrades, then reclassify it to property, plant, and equipment.
  • Remediate the remaining material weakness in internal control over financial reporting by the end of fiscal year 2026.
  • Conduct a search for a permanent Chief Financial Officer.

Key Dates

DateDescription
2011-10-06Company incorporated as Oroplata Resources, Inc.
2016-08-08Formed Lithortech Resources Inc. as a wholly owned subsidiary.
2018-06-29Lithortech Resources changed its name to LithiumOre Corp.
2019-05-03Company changed its name to American Battery Metals Corporation.
2019-09-01Selected as the sole winner of the battery recycling portion of the Circularity Challenge hosted by BASF, Stanley Black & Decker, and Greentown Labs.
2020-08-14Purchased approximately 12.44 acres of undeveloped industrial land in Fernley, Nevada.
2021-01-20U.S. Department of Energy (DOE) announced selection for award negotiation for a three-year, $4.5 million project for field demonstration of selective leaching technology (project start October 1, 2021).
2021-06-28Purchased approximately 13.87 acres of industrial-zoned land in McCarran, Nevada for supplemental storage.
2021-07-23Purchased 11.55 acres of industrial-zoned land in Fernley, Nevada for supplemental storage.
2021-08-12Company changed its name to American Battery Technology Company.
2021-08-16Received a $2 million contract award from the US Advanced Battery Consortium (USABC) (project concluded September 30, 2024).
2021-09-01Signed an exploration agreement for 305 Unpatented Lode Claims in the Tonopah Mining District.
2022-02-01Completed preliminary surface sampling of the Tonopah Flats property.
2022-07-21Exercised the option to acquire the rights to the Tonopah Flats claims.
2022-10-21U.S. DOE announced selection for award negotiation for a five-year, $115.5 million project to design, construct, and commission a lithium hydroxide refinery (project start September 1, 2023).
2022-11-17U.S. DOE announced selection for award negotiation for a three-year, $20.0 million project to demonstrate and commercialize next-generation battery recycling techniques (project start October 1, 2023).
2023-02-01Published a third-party Qualified Person (QP) audited Inferred Resource Report for the Tonopah Flats Lithium Project.
2023-07-22Began a third exploration program to advance its Tonopah Flats Lithium Project.
2023-08-29Entered into a Securities Purchase Agreement with High Trail for up to $51.0 million of senior secured convertible notes.
2023-12-01Entered into a vacant land offer and acceptance agreement for the acquisition of mineral patents totaling $0.2 million.
2024-03-28Selected for an approximately $19.5 million tax credit through the Qualifying Advanced Energy Project Credits (48C) program.
2024-03-28Selected for an additional $40.5 million tax credit through the 48C program to support a new commercial battery recycling facility.
2024-04-03Entered into an ATM sales agreement with Virtu Americas LLC for up to $50,000,000 of common stock.
2024-04-05Effective date of the Amended Resource Estimate and Initial Assessment for the Tonopah Flats Lithium Project.
2024-04-24Announced the completion of the Amended Resource Estimate and Initial Assessment with Project Economics for the Tonopah Flats Lithium Project.
2024-06-30End of fiscal year 2024.
2024-07-03Entered into a Settlement Agreement with Mercuria Energy America, LLC.
2024-07-22Board of Directors authorized and approved to extend the expiration date to April 30, 2025 for 600,000 certain warrants.
2024-08-01Agreed to sell Group A and Group B Units in a private placement to accredited investors, including related parties.
2024-08-26Entered into a Release Agreement with Andres Meza.
2024-09-13Notes were amended to allow payment of principal in common shares.
2024-09-23U.S. DOE announced selection for award negotiations for a $150 million grant for a new lithium-ion battery recycling facility.
2024-09-30USABC grant award project concluded.
2024-10-01Freestanding call option on Notes expired.
2024-11-12A portion of the private placement subscription agreements were rescinded.
2024-11-13Shareholders approved the Company's 2024 Employee Stock Purchase Plan (ESPP).
2024-11-14Purchase Agreement and Notes amended to provide for the issuance of new senior secured convertible notes (2024 Notes) in the aggregate principal amount of $12.0 million.
2024-12-18Received a contracted grant award for $144 million of federal investment by the DOE for a new lithium-ion battery recycling facility.
2024-12-19The 2024 Notes were amended to increase the portion of principal subject to the higher conversion rate.
2024-12-23Entered into a securities purchase agreement with two institutional investors for 5,000,000 common stock shares and warrants.
2024-12-27Entered into another securities purchase agreement with two institutional investors for 3,773,586 common stock shares and warrants.
2025-01-01Buyers may request partial redemptions of up to $1.0 million on the 1st of each month from the 2024 Notes.
2025-01-19Began 2025 drill program at Tonopah Flats.
2025-02-16Concluded 2025 drill program at Tonopah Flats.
2025-02-01Investors purchased 35 units from previously rescinded private placement agreements.
2025-03-24The conversion rate of the 2024 Notes was amended for $2.0 million of principal payments.
2025-03-31Reclassified certain water rights with a carrying value of $3.8 million to assets held for sale.
2025-04-23Received a Letter of Interest from the US Export-Import Bank for up to $900 million in low-interest debt financing.
2025-04-30Began shallow sonic drilling at Tonopah Flats.
2025-05-03Concluded shallow sonic drilling at Tonopah Flats.
2025-06-27Inclusion in the Russell 2000 index.
2025-06-30End of fiscal year 2025.
2025-07-18Buyers converted $5,000,000 of the 2024 Notes into 6,666,651 common shares.
2025-07-23One institutional investor exercised 4,000,000 common stock warrants for $4.4 million gross proceeds.
2025-07-28A potential buyer canceled the Commercial/Investment Property Purchase Agreement for the Fernley, Nevada location.
2025-07-29Restrictions lifted on $5.0 million of restricted cash, making funds available for general use.
2025-08-20Buyers converted $3,000,000 of the 2024 Notes into 2,835,299 common shares.
2025-09-01Maturity date for the 2024 Notes.
2025-09-15Number of shares outstanding of common stock: 118,046,888. Net cash position improved to $25.4 million.
2025-09-18Date of filing of the Annual Report on Form 10-K.

Recommendation

hold

The company demonstrates significant progress in scaling its recycling operations and advancing its primary lithium extraction projects, backed by substantial government grants and a Letter of Interest for significant debt financing. The estimated NPV and IRR for the Tonopah Flats project are highly attractive. However, the company still faces a 'going concern' doubt, operates at a gross loss, and has identified a material weakness in internal controls. While the long-term potential is strong, the current financial instability and execution risks warrant a cautious 'Hold' recommendation until sustained profitability and full remediation of internal control weaknesses are demonstrated.

Keywords

Lithium-ion battery recycling, Critical battery materials, Lithium extraction, Tonopah Flats, Nevada, Electric vehicles, Energy storage, Government grants, SEC 10-K, Financial results, Mineral resources, Hydrometallurgy, Supply chain, ESG, Clean energy, Battery technology

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