Log in
E-mail
Password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
New member
Sign up for FREE
New customer
Discover our services
Settings
Settings
Dynamic quotes 
OFFON

AMERICAN BATTERY METALS CORPORATION

(ABML)
  Report
SummaryQuotesChartsNewsCompanyFinancials 
SummaryMost relevantAll NewsOther languagesPress ReleasesOfficial PublicationsSector news

AMERICAN BATTERY METALS CORP : Unregistered Sale of Equity Securities, Material Modification to Rights of Security Holders, Financial Statements and Exhibits (form 8-K)

12/04/2020 | 06:02am EDT

Item 3.02 Unregistered Sales of Equity Securities

Series C Preferred Stock Investment

American Battery Metals Corporation (the "Company") has received investments to purchase 29 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 costs $50,000 and 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). Eight Units were issued in exchange for $400,000 of outstanding principal and interest of a convertible promissory note previously issued by the Company. For the other Units, the Company received $1,050,000 (which such amount is in addition to the $1,250,000 that the Company reported on November 5, 2020 that it had previously received). The rights and privileges of the Series C Preferred Stock are set forth in the Certificate of Designation of Series C Preferred Stock which is attached as Exhibit 3.2 to this Current Report and incorporated in this Item 3.02

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 the this Current Report on 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.

Item 3.03 Material Modification to Rights of Security Holders.

On November 25, 2020, the Company issued 100,000 shares of Series A Convertible Preferred Stock ("Series A Preferred Stock") to each of its two recently appointed directors: Ryan Melsert and David Batstone. The Board of Directors (the "Board") of the Company believes that in order for the Company to be able to move quickly and efficiently for the best interests of the shareholders of the Company, the voting control of the Company needs to be given to its current directors.

On all matters submitted to a vote of the shareholders of the Company, each share of Series A Preferred Stock will have 1,000 votes and the holders of Series A Preferred Stock will vote with the holders of the Common Stock as one class. The foregoing description of the Series A Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation of Series A Preferred Stock, which is attached as Exhibit 3.1 to this Current Report and incorporated in this Item 3.03.

Item 9.01 Financial Statements and Exhibits




(d) Exhibits



                                                  Filed  Incorporated  By  Reference
Exhibit  Description                              Herein     Date     Form  Exhibit
  3.1    Certificate of Designation of Series A            10/08/19   8-K     3.1
         Preferred Stock
  3.2    Certificate of Designation of Series C            11/05/20   8-K     3.1
         Preferred Stock
  10.1   Form of Subscription Agreement                    11/05/20   8-K    10.1
  10.2   Form of Warrant                                   11/05/20   8-K    10.2

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

All news about AMERICAN BATTERY METALS CORPORATION
04/28AMERICAN BATTERY METALS  : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CON..
AQ
04/27AMERICAN BATTERY METALS CORP  : Entry into a Material Definitive Agreement, Othe..
AQ
04/08American Battery Metals Signs Securities Sale Agreement for $75 Million of Co..
MT
04/08AMERICAN BATTERY METALS CORP  : Entry into a Material Definitive Agreement, Unre..
AQ
03/15AMERICAN BATTERY METALS CORP  : Regulation FD Disclosure, Financial Statements a..
AQ
02/16AMERICAN BATTERY METALS  : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CON..
AQ
01/06AMERICAN BATTERY METALS CORP  : Change in Directors or Principal Officers, Finan..
AQ
2020AMERICAN BATTERY METALS CORP  : Unregistered Sale of Equity Securities, Material..
AQ
2020AMERICAN BATTERY METALS  : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CON..
AQ
2020AMERICAN BATTERY METALS CORP  : Entry into a Material Definitive Agreement, Unre..
AQ
More news