Exhibit 3.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 11, 2022
AMERICAN BATTERY TECHNOLOGY COMPANY
(Exact name of Registrant as specified in its charter)
| Nevada | 000-55088 | 33-1227980 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification Number) |
100
Washington Street, Suite 100
Reno, NV 89503
(Address of principal executive offices)
Tel: (775) 473-4744
(Registrant’s Telephone Number)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 12, 2022, the Board of Directors of American Battery Technology Company (“the “Company”) approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”). The Amended and Restated Bylaws replaced the Company’s then-existing bylaws adopted in 2011 (the “Prior Bylaws”) in its entirety.
The Company replaced the Prior Bylaws to update certain corporate governance processes to reflect the evolution from the Company’s founding to the very different company it is today. In 2011, the Company was incorporated for the purpose of acquiring rights to mineral properties with the eventual objective of being a producing mineral company, emphasizing gold and silver resources. Recently, the Company has evolved into a technology development and commercialization firm engaged in (i) the exploration of new, domestic primary resources of battery metals, (ii) the development and commercialization of new technologies for the extraction and refining of these battery metals from primary resources, and (iii) the commercialization of an internally-developed, integrated process for the recycling of lithium-ion batteries for the recovery of battery metals. Through this three-pronged approach, the Company is working to increase the domestic production of these battery metals by means of the acquisition and exploration of mining claims and battery metals recycling to ensure the constituent elemental metals are supporting the domestic manufacturing supply chain in a closed-loop fashion. These are very different goals than the more singular extraction-oriented focus that the Company had in 2011.
In the decade since its founding, the Company made no changes to the Prior Bylaws. Upon conducting a recent review of the Prior Bylaws, the Company determined that the Prior Bylaws no longer fully reflected the technology company it has become. Among other things, the Amended and Restated Bylaws offer greater opportunity for stockholder participation by (i) increasing the quorum required for annual meetings of stockholders to one-third of the shares entitled to vote to match NASDAQ governance requirements, (ii) reducing the requirement to remove a director to a majority vote of the outstanding shares, and (iii) improving the process to hold special meetings.
Although stockholder approval is not required to adopt the Amended and Restated Bylaws, the Board of Directors determined to seek a non-binding, advisory stockholder vote to ratify the Amended and Restated Bylaws at the yet-to-be-announced 2022 annual meeting (the “Annual Meeting”) of stockholders of the Company. The vote is advisory and will not be binding upon the Company or the Board of Directors.
The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by the terms of the Amended and Restated Bylaws, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
On September 11, 2022, the Board considered and adopted a Board code of conduct (the “Board Code of Conduct”), which sets forth the Board’s standards of conduct relating to, among other things, conflicts of interest, business relationships with directors, use of corporate information, opportunities and assets, confidentiality, compliance with laws, rules and regulations, fair dealing, accountability, and wavier. The foregoing description of the Board Code of Conduct is not complete and is subject to and qualified in its entirety by reference to the Board Code of Conduct, a copy of which is attached hereto as Exhibit 14.1.
On September 11, 2022, the Board adopted the insider trading policy (the “Insider Trading Policy”) to promote compliance by all Company employees, consultants, Directors, and other service providers with federal, state, and foreign securities laws that prohibit certain persons who are aware of material, nonpublic information. The foregoing description of the Insider Trading Policy is not complete and is subject to and qualified in its entirety by reference to the Insider Trading Policy, a copy of which is attached hereto as Exhibit 14.2.
On September 11, 2022, the Board adopted the related persons transaction policy (the “Related Persons Transaction Policy”) to (i) foster ethical standards and integrity; (ii) focus the Company’s management on areas of potential ethical risk and conflicts of interest; (iii) guide the Company’s management in recognizing and dealing with ethical issues; (iv) establish reporting mechanisms; and (v) promote a culture of honesty and accountability consistent with the Company’s core values. The foregoing description of the Related Persons Transaction Policy is not complete and is subject to and qualified in its entirety by reference to the Related Persons Transaction Policy, a copy of which is attached hereto as Exhibit 14.3.
The Company’s Board Code of Conduct, Insider Trading Policy, and Related Persons Transaction Policy are available, free of charge, on our website at www.investors.americanbatterytechnology.com/governance.
Item 7.01 Regulation FD Disclosure.
On September 14, 2022, the Company issued a press release announcing the Amended and Restated Bylaws, Board of Directors Code of Conduct, Insider Trading Policy, and Related Persons Transaction Policy. A copy of the press release is filed hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Exhibits
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Bylaws | |
| 14.1 | Board of Directors Code of Conduct | |
| 14.2 | Insider Trading Policy | |
| 14.3 | Related Persons Transaction Policy | |
| 99.1 | Press Release | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMERICAN BATTERY TECHNOLOGY COMPANY | |
| Date: September 14, 2022 | /s/ Ryan Melsert |
| Ryan Melsert | |
| Chief Executive Officer |
Exhibit 3.1
Exhibit 14.1
Exhibit 14.2
Exhibit 14.3
Exhibit 99.1
American Battery Technology Company Announces Steps to Modernize its Corporate Governance and Enhance Board Accountability
Board Approves Amended and Restated Bylaws and Adopts New Corporate Governance Policies
Board to Seek Non-Binding Advisory Vote from Stockholders to Ratify Bylaws
Reno, Nev., Sept. 14, 2022— American Battery Technology Company, (“ABTC”) (OTCQB: ABML), an American critical battery materials company that is commercializing both its primary minerals manufacturing and secondary minerals lithium-ion battery recycling technologies, announced today that the company’s board of directors (the “Board”) approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”) and initiated several new corporate governance policies, including a code of conduct, a related persons transactions policy, and an insider trading policy.
“As we continue our sustainable transition to a commercial manufacturing and operations company within the battery metals industry, the board decided the time is right to enhance our governance procedures and bylaws,” said Elizabeth Lowery, ABTC’s Lead Independent Director and Nominations and Corporate Governance Committee Chair. “We believe these steps will ensure decisions are made in the best interest of all our shareholders and expand engagement opportunities.”
Over the past several years, ABTC has transformed itself into a technology development and commercialization company focused on domestic primary battery metals production and the recycling of lithium-ion batteries for the recovery of battery metals. The company’s prior corporate bylaws and governance policies, adopted more than a decade ago, were more appropriate for the mineral rights acquisition company ABTC was at the time. With the changes reflected in the Amended and Restated Bylaws and the policies, the Board believes ABTC’s updates to its corporate governance structure will be more appropriate for ABTC’s business going forward as a technology development and commercialization firm.
As
part of the Amended and Restated Bylaws, the Board approved numerous changes to the governance of the Company in order to provide greater
opportunity for stockholder participation, including:
| (i) | increasing the quorum required for annual meetings of stockholders to one-third of the shares entitled to vote to match NASDAQ governance requirements; | |
| (ii) | reducing the requirement to remove a director to a majority vote of the outstanding shares; and | |
| (iii) | improving the process to hold special meetings. |
The Board believes these changes are in the best interests of all ABTC stockholders, and the Board intends to seek a non-binding, advisory stockholder vote to ratify the Amended and Restated Bylaws at its 2022 annual meeting, expected to be held in the fourth quarter of the 2022 calendar year.
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The
American Battery Technology Company’s Amended and Restated Bylaws can be found at www.investors.americanbatterytechnology.com/governance.
Additional details about the Amended and Restated Bylaws and new corporate governance policies can be found in today’s 8-K filing.
About American Battery Technology Company
American Battery Technology Company is uniquely positioned to supply low-cost, low-environmental impact, and domestically sourced battery metals through its three divisions: lithium-ion battery recycling, primary battery metal extraction technologies, and primary resources development.
American Battery Technology Company has built a clean technology platform that is used to provide a key source of domestically manufactured critical and strategic battery metals to help meet the near insatiable demand from the electric vehicle, electrical grid storage, and consumer electronics industries. This ESG-principled platform works to create a closed-loop circular economy for battery metals that champions ethical and environmentally sustainable sourcing of critical and strategic materials.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, are “forward-looking statements.” Although the American Battery Technology Company’s (the “Company) management believes that such forward-looking statements are reasonable, it cannot guarantee that such expectations are, or will be, correct. These forward-looking statements involve a number of risks and uncertainties, which could cause the Company’s future results to differ materially from those anticipated. Potential risks and uncertainties include, among others, interpretations or reinterpretations of geologic information, unfavorable exploration results, inability to obtain permits required for future exploration, development or production, general economic conditions and conditions affecting the industries in which the Company operates; the uncertainty of regulatory requirements and approvals; fluctuating mineral and commodity prices, final investment approval and the ability to obtain necessary financing on acceptable terms or at all. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in the Company’s filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the year ended June 30, 2022. The Company assumes no obligation to update any of the information contained or referenced in this press release.
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American Battery Technology Company
Media Contact:
Tiffiany Moehring
tmoehring@batterymetals.com
720-254-1556
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