UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act: None
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| Item 1.01 | Entry Into A Material Definitive Agreement. |
On March 29, 2023, American Battery Technology Company (the “Company”) entered into a securities purchase agreement (“Purchase Agreement”) with an institutional accredited investor (the “Purchaser”) for the purchase and sale of an aggregate of (i) 14,285,715 shares of the Company’s common stock, par value $0.001 per share (“Shares”), (ii) Series A warrants to purchase up to 14,285,715 shares of common stock (the “Series A Warrants”), and (iii) Series B warrants to purchase up to 14,285,715 shares of common (the “Series B Warrants”, and collectively with the Series A Warrants, the “Warrants”) in a registered direct offering at a combined purchase price of $0.70 per Share and accompanying Warrants. The Series A Warrants have an exercise price of $0.80 per share, are immediately exercisable upon issuance and will expire five years following issuance. The Series B warrants have an exercise price of $0.70 per share, are immediately exercisable upon issuance and will expire eighteen months following issuance.
Pursuant to an engagement letter dated March 26, 2023 between the Company and H.C. Wainwright & Co. (the “Placement Agent”), the Company engaged the Placement Agent to act as the Company’s placement agent in connection with the offering and agreed to pay the Placement Agent a cash fee equal to 7.5% of the aggregate gross proceeds raised in the offering; a management fee equal to 1.0% of the gross proceeds raised in the offering; up to $50,000 for fees and expenses of legal counsel and other out-of-pocket expenses; and $35,000 for non-accountable expenses. In addition, the Company agreed to issue to the Placement Agent, or its designees, warrants (the “Placement Agent Warrants”) to purchase up to an aggregate of 857,143 shares of common stock. The Placement Agent Warrants have an exercise price of $0.875 per share of common stock and are exercisable immediately upon issuance and have a termination date of March 29, 2028.
The gross proceeds from the registered direct offering were approximately $10 million, excluding any proceeds that may be received upon the cash exercise of the Warrants, and before deducting the estimated offering expenses payable by the Company, including the placement agent fees. This registered direct offering closed on March 31, 2023.
The Shares and Warrants (and underlying shares) were offered, and issued, pursuant to the Prospectus Supplement, dated March 29, 2023, to the Prospectus included in the Company’s Registration Statement on Form S-3 (Registration No. 333- 252492). The Registration Statement on Form S-3 was originally filed with the Securities and Exchange Commission on January 28, 2021, as amended, and became effective on March 15, 2021. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
The foregoing summaries of the terms of the Purchase Agreement, Warrants, and Placement Agent Warrants described herein are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.
| Item 8.01 | Other Events. |
On March 30, 2023, the Company issued a press release regarding the pricing of the registered direct offering. A copy of the press release is attached as Exhibit 99.1 hereto.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Exhibit No. |
Description | |
| 4.1 | Form of Series A Warrant | |
| 4.2 |
| |
| 4.3 | Form of Placement Agent Warrant | |
| 5.1 | Opinion of Sichenzia Ross Ference LLP | |
| 10.1 | Form of Securities Purchase Agreement | |
| 99.1 | Press Release dated March 30, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMERICAN BATTERY TECHNOLOGY COMPANY | |
| Date: April 4, 2023 | /s/ Ryan Melsert |
| Ryan Melsert | |
| Chief Executive Officer |