| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
(a) Resignation
of Directors.
Patrick J. White voluntarily
resigned his position as a member of the Board of Directors (the “Board”) of American Battery Materials, Inc. (the
“Company”) effective 22 May 2023. In connection with his decision, Mr. White advised that he had no disagreements with
the Company. The Board expresses its gratitude to Mr. White for his many years of service to the Company and substantial contributions
to the Board, and wishes him continued good fortune in his future endeavors.
In connection with Mr. White’s
resignation, the Company issued to Mr. White three million (3,000,000) shares of Company common stock pursuant to the terms and conditions
of a Resignation and Release Agreement (the “White Agreement”). The White Agreement also provided for, among other
things, mutual releases and non-solicitation provisions, and representations and warranties typically associated with similar agreements.
The foregoing description of the White Agreement does not purport to be complete, and is qualified in its entirety by reference to the
White Agreement, a copy of which is attached and filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein
by reference.
John Edward Hentschel voluntarily
resigned his position as a member of the Board effective 22 May 2023. In connection with his decision, Mr. Hentschel advised that he had
no disagreements with the Company. The Board expresses its gratitude to Mr. Hentschel for his years of service to the Company, and wishes
him the best in his future endeavors.
In connection with Mr. Hentschel’s
resignation, the Company issued to Mr. Hentschel two million (2,000,000) shares of Company common stock pursuant to the terms and conditions
of a Resignation and Release Agreement (the “Hentschel Agreement”). The Hentschel Agreement also provided for, among
other things, mutual releases and non-solicitation provisions, and representations and warranties typically associated with similar agreements.
The foregoing description of the Hentschel Agreement does not purport to be complete, and is qualified in its entirety by reference to
the Hentschel Agreement, a copy of which is attached and filed as Exhibit 10.2 to this Current Report on Form 8-K, and is incorporated
herein by reference.
(d) Appointment
of Director.
Dylan Glenn became a member
of the Board effective 22 May 2023 by unanimous vote of all other members of the Board. Mr. Glynn was appointed after a thorough review
of the background, relevant experience, and professional and personal reputation of all other candidates. The Board conducted a search
for nominees by considering recommendations from Board members and management of the Company.
Mr. Glenn, age 53, is a senior
director at Eldridge Industries, a diversified holding company based in Greenwich, Connecticut, having joined the company in 2021. Prior
to his tenure with Eldridge, Mr. Glenn was Chairman of Guggenheim KBBO Partners, Ltd., a Dubai based joint venture partnership between
the KBBO Group and Guggenheim Partners. Prior to this role, Mr. Glenn was senior managing director of Guggenheim Partners, where
he joined in 2005. Mr. Glenn also has experience in the government and regulatory space, having served as Deputy Chief of Staff
to Georgia Governor Sonny Perdue. A native Georgian, Mr. Glenn was an unsuccessful nominee for U.S. Congress from his home state. He
also served in the White House in Washington, D.C. as Special Assistant to President George W. Bush for Economic Policy from 2001-2003,
having the honor of being a member of the National Economic Council team advising the President on various economic issues. Mr. Glenn
also currently serves as a director of the George W. Bush Presidential Center; a Director of Intellicheck, Inc (IDN); a member of the
Board of Managers of Stonebriar Commercial Finance; a Trustee of Davidson College (where he earned his B.A. degree); and, a Trustee of
the Episcopal High School in Alexandria, Virginia.
In accordance with the Company’s Director Compensation Policy, which is described
in Item 8.01, below, Mr. Glenn will receive a stock grant of five million (5,000,000) shares of Company common stock, of which (i) 1,666,667
shares are fully vested, fully earned, and non-assessable; (ii) 1,666,667 shares will be fully vested, fully earned, and non-assessable
after 12-months provided that Mr. Glenn is then serving as a member of the Board; and, (iii) the remaining 1,666,666 shares will be fully
vested, fully earned, and non-assessable after another 12-months provided that Mr. Glenn is then serving as a member of the Board.
There are no arrangements
or understandings between Mr. Glenn and any other persons pursuant to which he was elected as a director of the Company. There are no
family relationships between Mr. Glenn and any director or executive officer of the Company, and he has no direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.