v3.26.1
Stockholders’ Equity
 9 Months Ended
Mar. 31, 2026
Equity [Abstract]  
Stockholders’ Equity

14. Stockholders’ Equity

 

Preferred Stock

 

The Company’s amended and restated articles of incorporation authorize shares of preferred stock and provide that shares of preferred stock may be issued from time to time in one or more series. The Company’s board of directors (the “Board of Directors”) is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The Board of Directors is able to, without stockholder approval, issue shares of preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of the Board of Directors to issue shares of preferred stock without stockholder approval could have the effect of delaying, deferring, or preventing a change of control of the Company or the removal of existing management.

 

To date, the Company has authorized a total of 1,666,667 shares of preferred stock. Of this amount the Company has designated a total of 233,340 shares to four classes of preferred stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock. A description of each class of preferred stock is listed below.

 

Series A Preferred Stock

 

The Company has 33,334 shares of Series A Preferred Stock authorized with a par value of $0.001 per share. The Company had nil shares of Series A Preferred Stock issued and outstanding on March 31, 2026 and June 30, 2025.

 

Series B Preferred Stock

 

The Company has 133,334 shares of Series B Preferred Stock authorized with a par value of $10.00 per share. The Company had nil shares of Series B Preferred Stock issued and outstanding on March 31, 2026 and June 30, 2025.

 

Series C Preferred Stock

 

The Company has 66,667 shares of Series C Preferred Stock authorized with a par value of $10.00 per share. The Company had nil shares of Series C Preferred Stock issued and outstanding on March 31, 2026 and June 30, 2025.

 

Series D Preferred Stock

 

The Company has 5 shares of Series D Preferred Stock authorized with a par value of $0.001 per share. The Company had nil shares of Series D Preferred Stock issued and outstanding on March 31, 2026 and June 30, 2025.

 

Common Stock

 

In November 2024, the Company’s shareholders approved and adopted an amendment to the articles of incorporation to increase the number of authorized shares of the Company’s common stock from 80,000,000 to 250,000,000.

 

 

AMERICAN BATTERY TECHNOLOGY COMPANY

Notes to the Condensed Consolidated Financial Statements

(unaudited)

 

Nine months ended March 31, 2026:

 

During the three and nine months ended March 31, 2026, the Company issued 1,238,536 and 3,663,415 common shares, respectively, upon the vesting of share-based awards..

 

On April 3, 2024, the Company entered into an ATM sales agreement with Virtu Americas LLC, pursuant to which the Company may offer and sell, from time to time through the sales agent, shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, subject to the terms and conditions of the Sales Agreement. On September 19, 2025, the Company filed a prospectus supplement to its registration statement on Form S-3 (File No. 333-252492) related to the offer and sale from time to time of the Shares having an aggregate offering price of up to $50,000,000. On November 7, 2025, the Company filed an automatic registration statement on Form S-3ASR (File No. 333-291387), which included a prospectus supplement that increased the amount of Shares that could be offered and sold from time to time to an aggregate offering price up to $100,000,000. During the nine months ended March 31, 2026, the Company sold 12,434,881 Shares pursuant to the ATM sales agreement, for total proceeds of $45.2 million.

 

In addition, the Company settled the issuance of 572,307 common shares for a total of $0.9 million that was included in subscriptions receivable as of June 30, 2025.

 

On July 23, 2025, one of the Company’s institutional investors exercised 4,000,000 common stock warrants at an exercise price of $1.10 per share. The warrant exercise resulted in gross proceeds of approximately $4.4 million to the Company. The shares were issued in accordance with the original warrant terms.

 

On October 13, 2025, one of the Company’s institutional investors exercised 1,886,793 common stock warrants at an exercise price of $2.80 per share. The warrant exercise resulted in gross proceeds of approximately $5.3 million to the Company. The shares were issued in accordance with the original warrant terms.

 

On October 27, 2025, a holder of warrants exercised 250,000 common stock warrants at an exercise price of $1.00 per share. The warrant exercise resulted in gross proceeds of approximately $0.3 million to the Company. The shares were issued in accordance with the original warrant terms.

 

On November 10, 2025, a holder of warrants exercised 50,000 common stock warrants at an exercise price of $1.00 per share. The warrant exercise resulted in gross proceeds of approximately $50,000 to the Company. The shares were issued in accordance with the original warrant terms.

 

During the three months ended December 31, 2025, holders of warrants to purchase an aggregate of 3,287,875 shares of the Company’s common stock exercised their warrants on a cashless basis in accordance with the terms of the warrant agreements. In connection with the cashless exercises, the Company issued an aggregate of 2,817,478 shares of common stock and no cash proceeds were received.

 

The Company issued 9,501,950 common shares to the Note holders pursuant to the debt conversion option in lieu of cash payment of $8.0 million (see Note 11). The carrying value of the common shares issued of $8.0 million was recorded in additional paid-in capital.

 

The Company had the following potentially dilutive shares outstanding as of March 31:

 

   March 31, 2026   March 31, 2025 
Convertible notes   -    8,725,486 
Warrants   17,699,807    17,980,157 
Share awards outstanding   13,570,438    7,816,136 
Total potentially dilutive   31,270,245    34,521,779 

 

 

AMERICAN BATTERY TECHNOLOGY COMPANY

Notes to the Condensed Consolidated Financial Statements

(unaudited)