Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 22, 2023

AMERICAN BATTERY TECHNOLOGY COMPANY

(Exact name of registrant as specified in its charter)

Nevada	001-41811	33-1227980
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation or organization)	File No.)	Identification Number)

100 Washington Street, Suite 100

Reno, NV

89503

(Address of principal executive offices)

(Zip Code)

(775) 473-4744

(Registrant’s telephone number including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, $0.001 par value		ABAT		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On December 22, 2023, American Battery Technology Company (the “Company,” “we,” “us” or “our”) filed a prospectus supplement (“Prospectus Supplement”) related to the offer and sale from time to time of up to 5,000,000 shares (“Shares”) of our common stock, par value $0.001 per share (“Common Stock”). Sales of our Common Stock, if any, will be made directly by us at market prices, or to Tysadco Partners, LLC, a Delaware limited liability company, pursuant to the terms of a written sales agreement in substantially the form attached to the Prospectus Supplement as Annex A. The opinion of Holland & Hart LLP, the Company’s counsel, regarding the legality of the Shares that may be issued and sold pursuant to the Prospectus Supplement is filed herewith as Exhibit 5.1.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares discussed herein, nor shall there be any offer, solicitation, or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description

5.1		Opinion of Holland & Hart LLP as to the legality of the Shares

23.1		Consent of Holland & Hart LLP (included in Exhibit 5.1)

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMERICAN BATTERY TECHNOLOGY COMPANY

Date: December 22, 2023	By:	/s/ Ryan Melsert
		Ryan Melsert
		Chief Executive Officer

Exhibit 5.1

December 22, 2023

American Battery Technology Company

100 Washington Street, Suite 100

Reno, Nevada 89503

Re:

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to American Battery Technology Company, a Nevada corporation (the “Company”), in connection with the registration by the Company under the Securities Act of 1933, as amended (the “Securities Act”), of shares of its common stock, par value $0.001 per share (the “Common Stock”), pursuant to a shelf registration statement on Form S-3 (File No. 333-252492) (as amended, the “Registration Statement”), together with the prospectus contained therein and declared effective by the Securities and Exchange Commission on March 15, 2021 (the “Base Prospectus”), and the prospectus supplement dated December 22, 2023 (the “Prospectus Supplement,” and together with the Base Prospectus, the “Prospectus”), relating to the sale of up to 5,000,000 shares (the “Shares”) of Common Stock from time to time directly by the Company at market prices, or by the Company to Tysadco Partners, LLC, a Delaware limited liability company, pursuant to the terms of a written sales agreement in substantially the form attached to the Prospectus Supplement as Annex A. This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act in connection with the Registration Statement, and no opinion is expressed or may be implied herein as to any matter pertaining to the contents of the Registration Statement other than as to the valid issuance of the Shares.

We have reviewed and are familiar with (a) the Registration Statement; (b) the Prospectus; (c) the Company’s Articles of Incorporation of the Company, as filed with the Secretary of State of the State of Nevada on October 6, 2011, as amended by the Certificate of Amendment, filed with the Secretary of State of the State of Nevada on April 29, 2019, the Certificate of Amendment, filed with the Secretary of State of the State of Nevada on October 29, 2019, the Certificate of Amendment, filed with the Secretary of State of the State of Nevada on August 12, 2021, and the Certificate of Change, filed with the Secretary of State of the State of Nevada on August 31, 2023 with a delayed effective date of September 11, 2023; (d) the Bylaws of the Company effective as of October 7, 2011, as amended by the Certificate of Amendment to Bylaws effective as of August 26, 2021; (e) a certificate of an officer of the Company representing certain matters in connection with the original issuance of the Common Stock, which representations we have assumed the validity of and relied on; and (e) such other matters as we have deemed necessary for this opinion.

December 22, 2023

Page 2

We have relied upon the foregoing and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We have assumed for purposes of this opinion: (a) information contained in documents reviewed by us is true, complete and correct; (b) the genuineness and authenticity of all signatures on original documents; (c) the accuracy and completeness of all documents delivered to us and the authenticity of all documents submitted to us as originals; (d) the conformity to originals of all documents submitted to us as copies; (e) the accuracy, completeness and authenticity of certificates of public officials; (f) the legal capacity of all natural persons; and (g) the due authorization, execution and delivery of all documents by parties other than the Company.

Based upon the foregoing, we are of the opinion that the Shares to be offered and sold by the Company under the Registration Statement and the Prospectus, when issued in accordance with the terms of the Registration Statement and the Prospectus, will be duly authorized and legally issued by the Company and fully paid and nonassessable.

This opinion is limited to matters governed by the laws of the State of Nevada. We express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction, or as to any matters of municipal law or the laws of any local agencies within any state.

We expressly disavow any obligation to advise you with respect to future changes in law or in our knowledge or as to any event or change of condition occurring subsequent to the date of this letter. This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act.

We hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the Current Report on Form 8-K of the Company dated on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

	Very truly yours,

	/s/ Holland & Hart LLP

Cover	Dec. 22, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 22, 2023
Entity File Number	001-41811
Entity Registrant Name	AMERICAN BATTERY TECHNOLOGY COMPANY
Entity Central Index Key	0001576873
Entity Tax Identification Number	33-1227980
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	100 Washington Street
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Reno
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89503
City Area Code	(775)
Local Phone Number	473-4744
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	ABAT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false