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 Form of Series B Warrant
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)
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AMERICAN BATTERY TECHNOLOGY COMPANY 
