BLTH 10-K & 10-Q changes, risk factors and insider trading
American Battery Materials, Inc. · OTC · Mining & Quarrying Of Nonmetallic Minerals (No Fuels) · CIK 1487718 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “We may be exposed to certain regulatory and financial risks related to climate change.”
New heading “Historical presence of lithium and magnesium recorded in brine waters at previously drilled Paradox Basin sites may not be indicative of the potential for future development or revenue.”
New heading “Lithium and magnesium prices are subject to unpredictable fluctuations.”
New heading “Changes in technology or other developments could adversely affect demand for lithium and magnesium compounds or result in preferences for substitute products.”
New heading “Land reclamation and exploration restoration requirements may be burdensome and costly.”
New heading “If securities or industry analysts do not publish research or reports, or publish unfavorable research or reports about our business, our stock price and trading volume may decline.”
New heading “Future sales and issuances of our common stock could result in additional dilution of the percentage ownership of our stockholders and could cause our share price to fall.”
New heading “We may be at risk of securities class action litigation.”
New heading “Financial reporting obligations of being a public company in the U.S. are expensive and time-consuming, and our management will be required to devote substantial time to compliance matters.”
New heading “Our Certificate of Incorporation and Bylaws and Delaware law may have anti-takeover effects that could discourage, delay or prevent a change in control, which may cause our stock price to decline.”
Largest changes
“As a publicly traded company we incur significant additional legal, accounting and other expenses. The obligations of being a public company in the U.S. require significant expenditures and place significant demands on our management and other personnel, including costs resulting from public company reporting obligations under the Exchange Act and the rules and regulations regarding corporate governance practices, including those under the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act. …”see in full comparison
“We may be at risk of securities class action litigation.”see in full comparison
“We also may be required to maintain financial assurances, such as letters of credit, to secure reclamation obligations under certain laws and regulations. The failure to acquire, maintain or renew such financial assurances could subject us to fines and penalties or suspension of our operations. Letters of credit or other forms of financial assurance may represent only a portion of the total amount of money that will be spent on reclamation over the life of a mine’s operation. …”see in full comparison
“We may be exposed to certain regulatory and financial risks related to climate change.”see in full comparison
“We may be at risk of securities class action litigation. If we face such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business and results in a decline in the market price of our common stock.”see in full comparison
“Our Certificate of Incorporation and Bylaws and Delaware law may have anti-takeover effects that could discourage, delay or prevent a change in control, which may cause our stock price to decline.”see in full comparison
Full comparison: every changed paragraph (47)
Our future performance is difficult to evaluate because we have a limited operating history in the lithium and magnesium industry.
We
entered the lithium industry in November 2021. We have not realized any revenues to date from the sale of lithium,lithium or magnesium, and our
operating operating
cash flow needs have been financed primarily through issuances of debt and equity securities, and not through cash flows derived
from from
our operations. As a result, we have little historical financial and operating information from our lithium and magnesium business
to help you evaluate
our performance.
We
have an accumulated deficit of approximately $24,546,557$30,957,121 as of December 31, 2024.2025. We expect to continue to incur losses unless and until
such time
as our projects or one of our future acquired properties enters into commercial production and generates sufficient revenues
to fund
continuing operations and we are able to develop at least one economic deposit. We recognize that if we are unable to generate cash
cash flows from our operations, we will not be able to earn profits or continue operations. At this early stage of our lithium and
magnesium operations,
we also expect to face the risks, uncertainties, expenses and difficulties encountered by companies at the
mineral exploration stage.
We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure
to do so could have a materially
adverse effect on our financial condition. In the report by our auditor dated March 25,19, 2025 2026,
the auditor expressed substantial doubt about
our ability to continue as a going concern.
There is uncertainty regarding our ability to implement our business plan and to grow our operations with our existing financial resources without additional financing. Our ability to implement our business plan is dependent on us generating cash from operations, the sale of our stock and/or obtaining debt financing. Historically, we have funded our operations primarily through the issuance of debt and equity securities. Management’s plan to fund our capital requirements and ongoing operations includes the generation of revenue from our lithium and magnesium operations and projects. Management’s secondary plan to cover any shortfall is selling our equity securities and obtaining debt financing. There is no assurance that we will be successful in implementing our business plan or that we will be able to generate sufficient cash from operations, sell securities or borrow funds on favorable terms or at all. Our inability to generate significant revenue or obtain additional financing could have a material adverse effect on our ability to fully implement our business plan and grow our business to a greater extent than we can with our existing financial resources.
As
defined under Regulation S-K 1300, we are an exploration stage company as we have no known mineral reserves, and we have not yet conducted
any mining operations. Accordingly, we cannot assure you that we will ever realize any profits. Any profitability in the future from
our business will be dependent upon the development of an economic deposit of minerals and further exploration and development of other
economic deposits of minerals, each of which is subject to numerous risk factors. Further, we cannot assure you that any of our property
interests can be commercially mined or that any exploration programs will result in profitable commercial mining operations. The exploration
and development of mineral deposits involves a high degree of financial risk over a significant period of time, which may or may not
be reduced or eliminated through a combination of careful evaluation, experience, and skilled management. While the discovery of additional
ore-bearing deposits may result in substantial rewards, few properties that are explored are ultimately developed into producing mines.
Major expenses may be required to construct processing facilities and to establish reserves.
Our
exploration prospects may not contain any reserves and any funds spent on evaluation and exploration may be lost. We do not know with
certainty that economically recoverable lithium existsand magnesium exist on our properties. In addition, the quantity of any reserves may
vary depending
on commodity prices. Any material change in the quantity or grade of reserves may affect the economic viability of our
properties.
We may be exposed to certain regulatory and financial risks related to climate change.
Growing concerns about climate change may result in the imposition of additional regulations or restrictions to which we may become subject. Climate changes include changes in rainfall and in storm patterns and intensities, water shortages, significantly changing sea levels and increasing atmospheric and water temperatures, among others. A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to climate change, including regulating greenhouse gas emissions and the SEC’s recently adopted rules that require public companies to make additional climate change and greenhouse gas emissions related disclosures. Potentially, additional U.S. federal regulation will be forthcoming with respect to greenhouse gas emissions (including carbon dioxide) and/or legislation that could impact our operations.
The outcome of new legislation or regulation in the United States may result in new or additional requirements, additional charges to fund energy efficiency activities and fees or restrictions on certain activities. While certain climate change initiatives may result in new business opportunities for us by increasing the demand for EVs and lithium-ion batteries, compliance with these initiatives may also result in additional costs to us, including, among other things, increased production costs, additional taxes, reduced emission allowances or additional restrictions on production or operations. Adopted future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations. Even without such regulation, increased public awareness and adverse publicity about potential impacts on climate change emanating from us or our industry could harm us. We may not be able to recover the cost of compliance, depending on the extent and scope of new or more stringent laws and regulations, which could adversely affect our business and negatively impact our growth. Furthermore, the potential impact of climate change and related regulation on our customers is highly uncertain and there can be no assurance that it will not have an adverse effect on our financial condition and results of operations.
Historical presence of lithium and magnesium recorded in brine waters at previously drilled Paradox Basin sites may not be indicative of the potential for future development or revenue.
The historical presence of lithium and magnesium recorded in brine waters from existing oil and gas wells encompassed under our Paradox Basin claims, including the Superior 88-21 Peterson Federal ST1 well, cannot be relied upon as an indication that such sites will have commercially feasible lithium and magnesium reserves. Investors should not rely on historical operations as an indication that sufficient mineral reserves exist to support commercial production of lithium and magnesium. There is no assurance that our properties will be of merit since our exploration programs are based on historical data. We expect to incur losses unless and until such time as the properties enter into commercial production and generate sufficient revenue to fund our continuing operations.
Our
level of profitability, if any, in future years will depend to a great degree on lithium and magnesium prices and whether our properties
can be brought
into production. Exploration and development of lithium and magnesium resources are highly speculative in nature, and
it is impossible to ensure that
any of our existing properties will establish reserves. Whether it will be economically feasible to extract
lithium lithiumand magnesium depends on a number
of factors, including, but not limited to: (i) the particular attributes of the deposit, such
as size, grade, and proximity to infrastructure;
(ii) lithium prices; (iii) extraction, processing, and transportation costs; (iv) the
willingness of lenders and investors to provide
project financing; (v) labor costs and possible labor strikes; (vi) non-issuance of permits;
and (vii) governmental regulations, including,
without limitation, regulations relating to prices, taxes, royalties, land tenure, land
use, importing and exporting materials, foreign
exchange, environmental protection, employment, worker safety, transportation, and reclamation
and closure obligations.
We are also subject to the risks normally encountered in the lithium and magnesium industry, which include, without limitation:
Our long-term success will depend ultimately on our ability to generate revenues, achieve and maintain profitability, and develop positive cash flows from our lithium and magnesium activities.
Our ability to (i) acquire additional lithium and magnesium projects, and (ii) initiate and continue exploration, development, commissioning of lithium and magnesium ultimately depends on our ability to generate revenues, achieve and maintain profitability, and generate positive cash flow from our operations. The economic viability of our future extraction activities has many risks and uncertainties including, but not limited to:
It
is common for a new lithium and magnesium extraction operation to experience unexpected costs, problems, and delays during construction,
commissioning commissioning
and start-up. Most similar projects suffer delays during these periods due to numerous factors, including the factors listed
above. Any
of these factors could result in changes to economic returns or cash flow estimates of the project or have other negative
impacts on
our financial position. There is no assurance that our projects will commence commercial production on schedule, or at all,
or will result
in profitable operations. If we are unable to develop our projects into a commercial operating mine, our business and
financial condition
will be materially adversely affected. Moreover, even if a feasibility study supports a commercially viable project,
there are many additional
factors that could impact the project’s development, including terms and availability of financing, cost
overruns, litigation or
administrative appeals concerning the project, delays in development, and any permitting changes, among other
factors.
Our future lithium and magnesium extraction activities may change as a result of any one or more of these risks and uncertainties. We cannot assure you that any of our activities will result in achieving and maintaining profitability and developing positive cash flows.
Until commercial production is achieved from our planned projects, we will continue to incur operating and investing net cash outflows associated with including, but not limited to, maintaining and acquiring exploration properties, undertaking exploration activities, and the development of our planned projects. As a result, we rely on access to capital markets as a source of funding for our capital and operating requirements. We require additional capital to meet our liquidity needs related to expenses for our various corporate activities, including the costs related to our status as a publicly traded company, fund our ongoing operations, explore and define lithium and magnesium mineralization, and establish any future lithium and magnesium operations. We cannot assure you that such additional funding will be available to us on satisfactory terms, or at all.
We
may become involved in, named as a party to, or be the subject of, various legal proceedings, including regulatory proceedings, tax proceedings,
and legal actions relating to personal injuries, property damage, property taxes, land rights, the environment, and contract disputes.
We
may become involved in, named as a party to, or be the subject of, various legal proceedings, including regulatory proceedings, tax proceedings,
and legal actions relating to personal injuries, property damage, property taxes, land rights, the environment, and contract disputes.
The
outcome of future legal proceedings cannot be predicted with certainty and may be determined adversely to us and as a result, could
have have
a material adverse effect on our assets, liabilities, business, financial condition, or results of operations. Even if we prevail
in in
any such legal proceeding, the proceedings could be costly, time-consuming, and may divert the attention of management and key personnel
from our business operations, which could adversely affect our financial condition.
Our
success as a company producing lithiumlithium, magnesium and related products depends to a great extent on our research
and development capabilities for
direct lithium extraction and our ability to secure capital for the implementation
of brine processing plants.
Our
success as a producer of lithiumlithium, magnesium and related products is dependent on our ability to develop and implement more efficient
production production
capabilities based on mineral rich brine and implementation of direct lithium extraction (DLE) technologies, which while having
the potential
to significantly increase the supply of lithium and magnesium from brine projects, the technology for DLE remains subject
to many questions. A number
of DLE technologies are emerging and being tested at scale, with a handful of projects already in commercial
construction. However, there
remain challenges around scalability and water consumption/ brine reinjection. We expect to make significant
investment in research and
development of the DLE process, and we will need to continue to invest heavily to scale our manufacturing
to ultimately producing sufficient
amounts of lithium.lithium and magnesium. We cannot assure you that our future product research and development
projects and financing efforts will be successful
or be completed within the anticipated time frame or budget. There is no guarantee
we will achieve anticipated sales target or in a profitable
manner. In addition, we cannot assure you that our existing or potential
competitors will not develop products which are similar or superior
to our products or are more competitively priced. As it is often
difficult to project the time frame for developing new products and
the duration of market window for these products, there is a substantial
risk that we may have to abandon a potential product that is
no longer commercially viable, even after we have invested significant resources
in the development of such product and our facilities.
If we fail in our product launching efforts, our business, prospects, financial
condition and results of operations may be materially
and adversely affected.
Lithium and magnesium prices are subject to unpredictable fluctuations.
We expect to derive revenues, if any, from the extraction and sale of lithium and magnesium. The prices of lithium and magnesium may fluctuate widely and are affected by numerous factors beyond our control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities, increased production due to new extraction developments and improved extraction and production methods and technological changes in the markets for the end products. The effect of these factors on the prices of lithium, magnesium and byproducts and therefore the economic viability of any of our exploration properties, cannot accurately be predicted.
Changes in technology or other developments could adversely affect demand for lithium and magnesium compounds or result in preferences for substitute products.
Lithium, magnesium and its derivatives are preferred raw materials for certain industrial applications, such as rechargeable batteries. For example, current and future high energy density batteries for use in electric vehicles will rely on lithium compounds as a critical input. The pace of advancements in current battery technologies, development and adoption of new battery technologies that rely on inputs other than lithium compounds, or a delay in the development and adoption of future high nickel battery technologies that utilize lithium could significantly impact our prospects and future revenues. Many materials and technologies are being researched and developed with the goal of making batteries lighter, more efficient, faster charging and less expensive, some of which could be less reliant on lithium or other lithium compounds. Some of these technologies, such as commercialized battery technologies that use no, or significantly less, lithium compounds, could be successful and could adversely affect demand for lithium batteries in personal electronics, electric and hybrid vehicles and other applications. We cannot predict which new technologies may ultimately prove to be commercially viable and on what time horizon. In addition, alternatives to industrial applications dependent on lithium compounds may become more economically attractive as global commodity prices shift. Any of these events could adversely affect demand for and market prices of lithium, thereby resulting in a material adverse effect on the economic feasibility of extracting any mineralization we may discover and reducing or eliminating any reserves we may identify.
Our
operations face substantial regulationsregulation of health and safety.
Lithium and magnesium prices are subject to unpredictable fluctuations.
We
expect to derive revenues, if any, from the extraction and sale of lithium.lithium and magnesium. The prices of lithium and magnesium may fluctuate
widely and are affected
by numerous factors beyond our control, including international, economic, and political trends, expectations
of inflation, currency
exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities, increased
production due to new
extraction developments and improved extraction and production methods and technological changes in the markets
for the end products.
The effect of these factors on the prices of lithiumlithium, magnesium and lithium byproducts, and therefore the economic viability
of any of our exploration
properties, cannot accurately be predicted.
Changes in technology or other developments could adversely affect demand for lithium and magnesium compounds or result in preferences for substitute products.
Lithium
and its derivatives are preferred raw materials for certain industrial applications, such as rechargeable batteries. For example, current
and future high energy density batteries for use in electric vehicles will rely on lithium compounds as a critical input. The pace of
advancements in current battery technologies, development and adoption of new battery technologies that rely on inputs other than lithium
compounds, or a delay in the development and adoption of future high nickel battery technologies that utilize lithium could significantly
impact our prospects and future revenues. Many materials and technologies are being researched and developed with the goal of making
batteries lighter, more efficient, faster charging, and less expensive, some of which could be less reliant on lithium or other lithium
compounds. Some of these technologies, such as commercialized battery technologies that use no, or significantly less, lithium compounds,
could be successful and could adversely affect demand for lithium batteries in personal electronics, electric and hybrid vehicles, and
other applications. We cannot predict which new technologies may ultimately prove to be commercially viable and on what time horizon.
In addition, alternatives to industrial applications dependent on lithium and magnesium compounds may become more economically attractive
as global
commodity prices shift. Any of these events could adversely affect demand for and market prices of lithium,lithium and magnesium, thereby
resulting in a material
adverse effect on the economic feasibility of extracting any mineralization we discover and reducing or eliminating
any reserves we identify.
Land reclamation and exploration restoration requirements may be burdensome and costly.
Land reclamation and exploration restoration requirements are generally imposed on mineral exploration companies, such as ours, which require us, among other things, to minimize the effects of land disturbance. Such requirements may include controlling the discharge of potentially dangerous effluents from a site and restoring a site’s landscape to its pre-exploration form. The actual costs of reclamation and exploration restoration requirements are uncertain and planned expenditures may differ from the actual expenditures required. Therefore, the amount that we are required to spend could be materially higher than any current or future estimates. Any additional amounts required to be spent on reclamation and exploration restoration may have a material adverse effect on our financial performance, financial position and results of operations and may cause us to alter our operations. Should we develop an operating mine, we will also be required to reclaim and restore future mining operations once the mine has closed. Such amounts may be significant and could have a material adverse effect on our financial performance, financial position and results of operations and may cause us to alter our operations.
We also may be required to maintain financial assurances, such as letters of credit, to secure reclamation obligations under certain laws and regulations. The failure to acquire, maintain or renew such financial assurances could subject us to fines and penalties or suspension of our operations. Letters of credit or other forms of financial assurance may represent only a portion of the total amount of money that will be spent on reclamation over the life of a mine’s operation. Although we expect to include liabilities for estimated reclamation, exploration restoration, and mine closure costs in our financial statements, it may be necessary to spend more than what we projected to fund required reclamation, exploration restoration and mine closure activities.
In
addition, if the market for lithium and magnesium and technology sector stocks or the stock market in general experiences a loss of investor
confidence, confidence,
the trading price of our common stock could decline for reasons unrelated to our business, financial condition, or results
of operations.
If any of the foregoing occurs, it could cause our stock price to fall and may expose us to class action lawsuits that,
even if unsuccessful,
could be costly to defend and a distraction to management.
We
have identified that our disclosure controls and procedures were not effective and that material weaknesses exist in our internal control
over financial reporting. The material weaknesses consist of an insufficient complement of qualified accounting personnel and controls
associated with segregation of duties and ineffective controls associated with identifying and accounting for complex and non-routine
transactions in accordance with U.S. generally accepted accounting principles. Due to the material weaknesses in internal control over
financial reporting and disclosure controls and procedures, there may be errors in our consolidated financial statements and in the accompanying
footnote disclosures that could require restatements. Investors may lose confidence in our reported financial information and disclosure,
which could negatively impact our stock price.
If securities or industry analysts do not publish research or reports, or publish unfavorable research or reports about our business, our stock price and trading volume may decline.
The trading market for our common stock will rely in part on the research and reports that industry or financial analysts publish about us, our business, our markets and our competitors. We do not control these analysts. If securities analysts do not cover our common stock, the lack of research coverage may adversely affect the market price of our common stock. Further, if one or more of the analysts who do cover us downgrade our stock or if those analysts issue other unfavorable commentary about us or our business, our stock price would likely decline. If one or more of these analysts cease coverage of us or fails to regularly publish reports on us, we could lose visibility in the market and interest in our stock could decrease, which in turn could cause our stock price or trading volume to decline and may also impair our ability to develop our business.
Future sales and issuances of our common stock could result in additional dilution of the percentage ownership of our stockholders and could cause our share price to fall.
We expect that significant additional capital will be needed in the future to continue our planned operations, including hiring new personnel, developing our properties, and continuing activities as an operating public company. To the extent we raise additional capital by issuing equity securities, our stockholders may experience substantial dilution. We may sell common stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell common stock, convertible securities or other equity securities in more than one transaction, investors may be materially diluted by subsequent sales. Such sales may also result in material dilution to our existing stockholders, and new investors could gain rights superior to our existing stockholders.
We may be at risk of securities class action litigation.
We may be at risk of securities class action litigation. If we face such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business and results in a decline in the market price of our common stock.
Financial reporting obligations of being a public company in the U.S. are expensive and time-consuming, and our management will be required to devote substantial time to compliance matters.
As a publicly traded company we incur significant additional legal, accounting and other expenses. The obligations of being a public company in the U.S. require significant expenditures and place significant demands on our management and other personnel, including costs resulting from public company reporting obligations under the Exchange Act and the rules and regulations regarding corporate governance practices, including those under the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act. These rules require the establishment and maintenance of effective disclosure and financial controls and procedures, internal control over financial reporting and changes in corporate governance practices, among many other complex rules that are often difficult to implement, monitor and maintain compliance with. Moreover, despite recent reforms made possible by the JOBS Act, the reporting requirements, rules, and regulations will make some activities more time-consuming and costly, particularly after we are a “smaller reporting company.” Our management and other personnel will need to devote a substantial amount of time to ensure that we comply with all of these requirements and to keep pace with new regulations, otherwise we may fall out of compliance and risk becoming subject to litigation or being delisted, among other potential problems.
Our Certificate of Incorporation and Bylaws and Delaware law may have anti-takeover effects that could discourage, delay or prevent a change in control, which may cause our stock price to decline.
Our Certificate of Incorporation and Bylaws and Delaware law could make it more difficult for a third party to acquire us, even if closing such a transaction would be beneficial to our stockholders. We are authorized to issue up to 10 million shares of preferred stock. This preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by our board of directors without further action by stockholders. The terms of any series of preferred stock may include voting rights (including the right to vote as a series on particular matters), preferences as to dividend, liquidation, conversion and redemption rights and sinking fund provisions. The issuance of any preferred stock could materially adversely affect the rights of the holders of our common stock, and therefore, reduce the value of our common stock. In particular, specific rights granted to future holders of preferred stock could be used to restrict our ability to merge with, or sell our assets to, a third party and thereby preserve control by the present management.
Provisions of our Certificate of Incorporation and our Bylaws and Delaware law also could have the effect of discouraging potential acquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable. Such provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, our Certificate of Incorporation and Bylaws and Delaware law, as applicable, among other things:
Management's Discussion & Analysis (MD&A)
New heading “Critical Accounting Policies”
New heading “Fair Value of Financial Instruments”
New heading “Derivative Financial Instruments”
Largest changes
“We are a U.S. based renewable energy company focused on the extraction, refinement and distribution of technical minerals in an environmentally responsible manner. We formerly developed, marketed and distributed various self-serve electronic kiosks and mall/airport co-branded islands throughout North America. Due to the nationwide shutdown related to the Covid-19 pandemic, we spent a portion of 2020 restructuring and retiring certain corporate debt and obligations and focusing on implementing a new operational direction.”see in full comparison
“For certain of our financial instruments, including cash and equivalents, accounts receivable, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to our short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by us. ASC Topic 825, “Financial Instruments,” defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. …”see in full comparison
We are a U.S. based renewable energy company focused on the extraction, refinement and distribution of technical minerals in an environmentally responsible manner. On November 5, 2021, we acquired the rights to 102 federal mining claims located in the Lisbon Valley of Utah for $100,000 plus the future payment of royalties based on a percentage of the net revenue (2%) from the sale ofsee in full comparisonlithiumall minerals produced fromathis portion of the mining property. The acquisition was driven by historical mineral data from seven existing wells with brine aquifer access. We are defined as an exploration stage issuer, under SEC Regulation S-K Item 1300. An independent third-party technical report indicated that further investment and development in the claims was warranted, although no determination has been made whether we have any reserves of minerals. Similarly, no determination has been made whether mineralization could be economically and legally produced or extracted. We have no mineral reserves as defined by Regulation S-K Item 1300 and have had no mining revenue to date.
Full comparison: every changed paragraph (20)
We are a U.S. based renewable
energy company focused on the extraction, refinement and distribution of technical minerals in an environmentally responsible manner.
We formerly developed, marketed and distributed various self-serve electronic kiosks and mall/airport co-branded islands throughout North
America. Due to the nationwide shutdown related to the Covid-19 pandemic, we spent a portion of 2020 restructuring and retiring certain
corporate debt and obligations and focusing on implementing a new operational direction.
Through the corporate
reorganization and repositioning process, we found ourselves with the unique opportunity to acquire mining claims that historically reported
high levels of lithium and other technical minerals crucial to produce batteries used in many technology products and markets. We hired
and affiliated ourselves with industry veterans that bring decades of experience, credibility and relationships.
We
are a U.S. based renewable energy company focused on the extraction, refinement and distribution of technical minerals in an environmentally
responsible manner. On November 5, 2021,
we acquired the rights to 102 federal mining claims located in the Lisbon Valley of Utah for
$100,000 plus the future payment of royalties
based on a percentage of the net revenue (2%) from the sale of lithiumall minerals produced from a
this portion of the mining property. The acquisition was
driven by historical mineral data from seven existing wells with brine aquifer
access. We are defined as an exploration stage issuer,
under SEC Regulation S-K Item 1300. An independent third-party technical report
indicated that further investment and development in the
claims was warranted, although no determination has been made whether we have
any reserves of minerals. Similarly, no determination has
been made whether mineralization could be economically and legally produced
or extracted. We have no mineral reserves as defined by Regulation
S-K Item 1300 and have had no mining revenue to date.
For
the yearsyear ended December
31, 2024,2025, and 2023,2024, our company had no revenue.
General
and administrative
expenses for the year ended December 31, 2024,2025, were $1,568,707,$1,863,256, aan decreaseincrease of $884,993$294,549 or 36%,19%, compared to $2,453,700 $1,568,707
for the year ended
December 31, 2023.2024. The decreaseincrease in operating expenses was mainly due to aan decreaseincrease in professionalshare-based fees. In the year ended December 31,
2023, the higher operating expenses were attributable to costs incurred for staking new claims in Utah, exploration well permitting, development
of technical reports and geological modeling, and legal fees associated with the SPAC business combination.compensation.
During the year ended December 31, 2025 and 2024, our company recorded a loss on extinguishment of debt of $1,744,906 and $1,842,273, respectively.
During the year ended
December 31, 2024, our company recorded a loss on extinguishment of debt of $1,842,273. During the year ended December 31, 2023, the Company
recorded a gain on extinguishment of debt of $441,041, consisting of $7,008 in principal and $60,976 in interest forgiven by noteholders,
and $373,057 in aged payables write-off.
During the year ended
December 31, 2024, our company recorded a fair value of stock issued for note modification of $449,660. During the year ended December
31, 2023,2025 and 2024, the Company recorded a fair value of stock issued for note modification of $168,856.$2,082,423 and
$449,660, respectively.
During
the year ended
December 31, 2024,2025, our company used $750,311$499,416 of cash in operating activities as a result of our net loss of $4,306,918, $6,410,564,
offset by gain (loss
) on debt settlement of $1,842,273 and amortizationextinguishment of debt discount of $28,497,$1,744,906, fair value of stock issued for note modification of $449,660,$2,082,423,
share-based compensation of $67,586,$838,358, accrued interest of $698,990, and net changes in operating assets and liabilities of $1,168,591.$546,471.
During
the year ended
December 31, 2023,2024, theour Companycompany used $2,278,206$750,311 of cash in operating activities as a result of the Company’sour net loss of $2,384,802,$4,306,918,
increasedoffset by gain (loss) on extinguishment of debt settlement of $441,041$1,842,273 and amortization of debt discount of $28,497, and offset by fair value of optionsstock issued
for note modification of $168,856,$449,660, share-based compensation of $275,465,$67,586, accrued interest of $364,879 and net changes in operating assets
and liabilities of $131,813.$ 803,712.
During
the yearyears ended
December 31, 2025 and 2024, our company had no investing activities.
During the year ended December 31, 2023, the Company
expended $106,000 for staking activities related to new federal mining claims located in the Lisbon Valley of Utah.
During the year ended
December 31, 2024, financing activities provided $755,831 resulting from $210,000 in proceeds from convertible notes and $770,831 in proceeds
from promissory notes and offset by repayment of promissory notes of $225,000.
During
the year ended December 31, 2023,2025, financing
activities provided $2,349,000,$490,000, resulting from $2,025,000$480,000 in proceeds from convertible notes,notes
and $100,000$10,000 in proceeds from promissory notes,
and $224,000 in proceeds from the exercise of warrants.notes.
During the year ended December 31, 2024, financing activities provided $755,831, resulting from $210,000 in proceeds from convertible notes and $770,831 in proceeds from promissory notes, and offset by repayment of promissory notes of $225,000.
Critical Accounting Policies
Fair Value of Financial Instruments
For certain of our financial instruments, including cash and equivalents, accounts receivable, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to our short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by us. ASC Topic 825, “Financial Instruments,” defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows:
Derivative Financial Instruments
We evaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. Certain warrants issued by us contain terms that result in the warrants being classified as derivative liabilities for accounting purposes. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. We do not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks.
What changed in the latest 10-Q
Risk Factors
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the period ended December 31, 2025, as filed with the Securities and Exchange Commission on March 19, 2026. These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by any forward-looking statements contained in this Quarterly Report on Form 10-Q. As a “smaller reporting company” as defined by Item 10 of Regulation S-K, our company is not required to provide any additional information required by this Item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Six months ended June 30, 2026, Compared to Six months ended June 30, 2025.”
New heading “Operating Expenses”
New heading “Gain (Loss) on Extinguishment”
New heading “Fair Value of Stock Issued for Note Modification”
New heading “Interest Expense”
Largest changes
“Six months ended June 30, 2026, Compared to Six months ended June 30, 2025.”see in full comparison
Threesee in full comparisonMonthsmonthsEndedendedMarchJune31,30, 2026, Compared to ThreeMonthsmonthsEndedendedMarchJune31,30,20252025.
Full comparison: every changed paragraph (27)
The
following discussion and analysis is intended to help you understand our results of operations and financial condition as of MarchJune 31,30,
2026 and for the threesix months ended MarchJune 31,30, 2026 and 2025. This discussion and analysis is provided as a supplement to and should be read
read in conjunction with our condensed consolidated financial statements and the notes to those financial statements that are included elsewhere
elsewhere in this Quarterly Report on Form 10-Q. This discussion may contain forward-looking statements based upon current expectations
that involve
risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements
as a result
of various factors, including those set forth under Part 1, Item 1A. Risk Factors in our Annual Report on Form 10-K for the
year ended
December 31, 2025.
Three
Monthsmonths Endedended MarchJune 31,30, 2026, Compared to Three Monthsmonths Endedended MarchJune 31,30, 20252025.
For
the three months ended MarchJune 31,30, 2026, and 2025, our company had no revenue.
General
and administrative expenses for the three months ended MarchJune 31,30, 2026, were $379,962,$717,939, ana increasedecrease of $121,505$239,658 or 47%,25%, compared to $258,457$957,597
for the three months ended MarchJune 31,30, 2025. The increasedecrease in operating expenses was mainly due to ana increasedecrease in professional fees.
During
the three months ended MarchJune 31,30, 2026 and 2025, our company recorded a loss on extinguishment of debt of $1,045,346$0 and $0,$565,453, respectively.
During
the three months ended MarchJune 31,30, 2026 and 2025, the Company recorded a fair value of stock issued for note modification of $2,572,517
$0 and $0, $410,008,
respectively.
Interest
expense for the three months ended MarchJune 31,30, 2026, was $229,584,$245,694, as compared to $145,182$181,387 during the three months ended MarchJune 31,30, 2025.
As
a result of the foregoing, the net loss for the three months ended MarchJune 31,30, 2026, was $4,227,409$963,633 as compared to the net loss of $403,639$2,114,445
during the three months ended MarchJune 31,30, 2025.
Six months ended June 30, 2026, Compared to Six months ended June 30, 2025.
Revenue
For the six months ended June 30, 2026, and 2025, our company had no revenue.
Operating Expenses
General and administrative expenses for the six months ended June 30, 2026, were $1,097,901, a decrease of $118,153 or 10%, compared to $1,216,054 for the six months ended June 30, 2025. The decrease in operating expenses was mainly due to a decrease in wages and related expenses.
Gain (Loss) on Extinguishment
During the six months ended June 30, 2026 and 2025, our company recorded a loss on extinguishment of debt of $1,045,346 and $565,453, respectively.
Fair Value of Stock Issued for Note Modification
During the six months ended June 30, 2026 and 2025, the Company recorded a fair value of stock issued for note modification of $2,572,517 and $410,008, respectively.
Interest Expense
Interest expense for the six months ended June 30, 2026, was $475,278, as compared to $326,569 during the six months ended June 30, 2025.
Net Loss
As a result of the foregoing, the net loss for the six months ended June 30, 2026, was $5,191,042 as compared to the net loss of $2,518,084 during the six months ended June 30, 2025.
We
require cash to fund our operating expenses and working capital requirements, including outlays for capital expenditures. The accompanying
consolidated financial statements have been prepared on a going concern basis. Our company had a net loss of $4,227,409$5,191,042 during the threesix
months ended MarchJune 31,30, 2026, had accumulated losses totallingtotaling $35,184,530,$36,148,163, and a working capital deficit of $12,061,834$12,598,384 as of MarchJune 31,30,
2026. These factors, among others, indicate that our company may be unable to continue as a going concern. The consolidated financial
statements do not include any adjustments that might result from the outcome of these uncertainties.
During
the threesix months ended MarchJune 31,30, 2026, our company used $145,469$322,046 of cash in operating activities as a result of our net loss of $4,227,409,$5,191,042,
offset by gain (loss) on extinguishment of debt of $1,045,346, fair value of stock issued for note modification of $2,572,517, share-based
compensation of $41,136,$468,219, accrued interest of $225,316,$467,193, and net changes in operating assets and liabilities of $197,625.$315,721.
During
the threesix months ended MarchJune 31,30, 2025, our company used $94,512$356,206 of cash in operating activities as a result of our net loss of $403,639,$2,518,084,
offset by loss on debt settlement of $565,453, fair value of stock issued for note modification of $410,008, share-based compensation
of $55,959,$682,978, accrued interest of $139,951$315,978, and net changes in operating assets and liabilities
of $113,217.$187,461.
During
the threesix months ended MarchJune 31,30, 2026 and 2025, our company had no investing activities.
During
the threesix months ended MarchJune 31,30, 2026, financing activities provided $174,270,$324,270, resulting from $120,000$270,000 in proceeds from promissory notes
and $54,270 in proceeds from option exercises.
During
the threesix months ended MarchJune 31,30, 2025, financing activities provided $105,000$350,000 in proceeds from convertible notes.
BLTH insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-03-17 | Lipson Adam C |
Other | 13,890 | $3.75 | $52.1K |
| 2026-03-17 | Suckling Andrew P |
Other | 7,868 | $3.75 | $29.5K |
| 2026-03-17 | Graber David Edward |
Other | 98,101 | $3.75 | $367.9K |
| 2026-03-17 | Vorwerk Justin J |
Other | 20,875 | $3.75 | $78.3K |
| 2026-03-17 | Levinthal Jared I |
Other | 7,026 | $3.75 | $26.3K |
| 2026-03-17 | Glenn Dylan |
Other | 4,895 | $3.75 | $18.4K |
Well-known investors holding BLTH (13F)
None of the 59 investors we track reported a position in their latest 13F.