Item 1.01 Entry into a Material Definitive Agreement.
Series C Preferred Stock Investment
In October 2020, American Battery Metals Corporation (the "Company") received
investments to purchase 25 Units (the "Units" and each a "Unit") from certain
accredited investors (the "Investors"). The sale was made pursuant to a
Subscription Agreement (the "Subscription Agreement") in a private placement
offering (the "Private Placement"). Each Unit is comprised of: (i) 5,000 shares
of the Company's Series C Preferred Stock, (as more particularly described in
Item 3.03 below), and (ii) a warrant to purchase four hundred thousand (400,000)
shares of common stock of the Company (the "Warrant" as described below). The
Investors paid the Company $50,000 per Unit for aggregate proceeds received by
the Company of $1,250,000.
The Warrant is exercisable at price of $0.25 per share prior to December 31,
2023, unless redeemed earlier by the Company. The exercise price and number of
Warrant shares issuable upon the exercise of the Warrant will be subject to
adjustment in the event of any share dividends and splits, reverse share split,
recapitalization, reorganization or similar transaction, as described in the
Warrant. The Warrant shares are redeemable by the Company at any time upon
notice to the holder at a price of $.001 per share provided that the last sales
price of the Common Stock reported has been at least $0.50 per share on each of
the twenty (20) trading days ending on the third business day prior to the date
on which notice of the redemption is given and provided that there is an
effective registration statement covering the shares of Common Stock issuable
upon exercise of the Warrant or if not, the Company may require the Holder to
exercise through a cashless exercise as set forth in the Warrant.
The Company intends to use the net proceeds from the Private Placement for
general working capital purposes, redemption of certain convertible notes,
development of the Company's proprietary technology, to purchase capital assets,
and/or to fund the Company's on-going business plan.
The foregoing descriptions of the Subscription Agreement and the Warrant do not
purport to be complete and are qualified in their entirety by reference to the
full text of the Subscription Agreement and the Form of Warrant, which have been
filed as Exhibits 10.1 and 10.2 respectively, to this Current Report and are
incorporated herein by reference.
The Units sold pursuant to the Subscription Agreement have not been registered
under the Securities Act of 1933, as amended (the "Securities Act"), or any
state securities laws and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements. The
Units were issued in reliance upon the exemptions from registration under the
Securities Act provided by Section 4(a)(2) and Rule 506 of Regulation D
promulgated thereunder. Investor is an "accredited investor" as that term is
defined in Rule 501 of Regulation D and acquired the Units for investment only
and not with a present view toward, or for resale in connection with, the public
sale or distribution thereof.
Tysadco Partners LLC
On October 23, 2020, the Company entered into a Purchase Agreement (the
"Purchase Agreement") with Tysadco Partners LLC, a Delaware limited company
("Tysadco"). Also, on October 23, 2020, the Company executed a Registration
Rights Agreement (the "Registration Rights Agreement") with Tysadco.
Pursuant to the Purchase Agreement, Tysadco committed to purchase, subject to
certain restrictions and conditions, up to $10,000,000 worth of the Company's
common stock (the "Commitment"), over a period of 24 months from the
effectiveness of the registration statement registering the resale of shares
purchased by Tysadco pursuant to the Purchase Agreement. The Company has issued
500,000 shares of its common stock to Tysadco as a commitment fee (the
The Purchase Agreement provides that at any time after the effective date of the
Registration Statement, from time to time on any business day selected by the
Company (the "Purchase Date"), the Company shall have the right, but not the
obligation, to direct Tysadco to buy the lesser of $250,000 in common stock per
sale or 200% of the average shares traded for the 10 days prior to the closing
request date, at a purchase price of 85% of the of the two lowest individual
daily VWAPs during the five (5) trading days commencing on the first trading day
following delivery and clearing of the delivered shares, with a minimum request
of $25,000. The payment for the shares covered by each request notice will occur
on the business day Tysadco receives the trade settlement for the purchased
In addition, Tysadco will not be obligated to purchase shares if Tysadco's total
number of shares beneficially held at that time would exceed 4.99% of the number
of shares of the Company's common stock as determined in accordance with Rule
13d-1(j) of the Securities Exchange Act of 1934, as amended. In addition, the
Company is not permitted to draw on the Purchase Agreement unless there is an
effective registration statement to cover the resale of the shares.
The Purchase Agreement also contains customary representations and warranties of
each of the parties. The assertions embodied in those representations and
warranties were made for purposes of the Purchase Agreement and are subject to
qualifications and limitations agreed to by the parties in connection with
negotiating the terms of the Purchase Agreement. The Purchase Agreement further
provides that the Company and Tysadco are each entitled to customary
. . .
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in Item 1.01 above and 5.02 below is incorporated by
reference into this Item 3.02.
Item 3.03 Material Modification to Rights of Security Holders.
On October 29, 2020, the Company filed a Certificate of Designation with the
Secretary of State of the State of Nevada, which, among other things,
established the designation, powers, rights, privileges, preferences and
restrictions of the Series C Preferred Stock (the "Series C Designation"). In
connection with the Series C Designation, the Company authorized 1,000,000
shares of its Series C Preferred Stock. Pursuant to the Series C Designation,
the Series C Preferred Stock shall not have voting rights. Each share of Series
C Preferred Stock is convertible into eighty (80) shares of the Company's common
stock. The holders of the Series C Preferred Stock shall be entitled to receive
a non-cumulative dividend of eight (8%) per annum. The holders of the Series C
Preferred Stock shall have preference to the common stock and to any preferred
stock junior in rank upon liquidation.
The foregoing description of the Series C Designation does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Series C Designation, which is attached as Exhibit 3.1 to this Current Report
and incorporated in this Item 3.03.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 7, 2020 the board of directors of the Company, pursuant to the bylaws
of the Company, approved an increase the number of directors of the Company to
five directors, and appointed Mr. David Batstone as a director to fill the
vacancy created by the increase in the number of directors.
Mr. Batstone currently oversees the Company's impact investing strategy that
aims to power the clean energy economy. Mr. Batstone, age 62, is the co-founder
and president of Not For Sale and co-founder and Managing Partner of Just
Business that are behind the success of Relocity, Rebbl and other companies that
leverage business success to address human trafficking, climate change, and
greater access to economic opportunity for all. He is a former investment banker
in the technology industry and holds an appointment as Professor of
entrepreneurship and innovation at the University of San Francisco School of
Management. Mr. Batstone is a catalyst for driving positive change across the
world. Working with entrepreneurs and investors to create forward-thinking
companies that return dignity to people and planet, he is quietly leading a
revolution in the way 21st century business operates. A sought-after speaker and
investor to businesses and non-profits alike, he shares his unique model for
developing successful enterprises that create opportunity for everyone. His
groundbreaking work has earned him numerous awards, most significantly the UN
Women for Peace Association named him a 2017 Peace Award winner for his
international work toward economic and social empowerment for communities at
risk for exploitation. Mr. Batstone has authored five books, is the recipient of
two national journalist awards, and was named National Endowment for the
Humanities Chair at the University of San Francisco for his work in technology
The Board of Directors has concluded that Mr. Batstone is qualified to serve as
a director of the Company because of his financial expertise and extensive
management experience as the Company proceeds on development of its battery
recycling plant which is currently the Company's primary project.
There have been no transactions since the beginning of the Company's last fiscal
year, and there are no currently proposed transactions, in which the Company was
or is to be a participant and in which Mr. Batstone (or any member of his
immediate family) had or will have any interest, that are required to be
reported under Item 404(a) of Regulation S-K. The appointment of Mr. Batstone
was not pursuant to any arrangement or understanding between him and any person,
other than a director or executive officer of the Company acting in his or her
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
3.1 Certificate of Designation of Series C Preferred Stock
10.1 Form of Subscription Agreement between American Battery Metals
Corporation and JB People and Planet Fund, LP.
10.2 Form of Warrant issued to JB People and Planet Fund, LP.
10.3 Purchase Agreement between American Battery Metals Corporation and
Tysadco Partners LLC, dated October 23, 2020
10.4 Registration Rights Agreement between American Battery Metals
Corporation and Tysadco Partners LLC, dated October 23, 2020
10.5 Director Agreement between the Company and David Batstone.
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