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): July 9, 2026
| AMERICAN BATTERY TECHNOLOGY COMPANY |
| (Exact name of registrant as specified in its charter) |
| Nevada | 001-41811 | 33-1227980 | ||
| (State or other jurisdiction of incorporation or organization) | (Commission File No.) | (IRS Employer Identification Number) |
| 100 Washington Street, Suite 100 Reno, NV | 89503 | |
| (Address of principal executive offices) | (Zip Code) |
(775) 473-4744
(Registrant’s telephone number including area code)
N/A
(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 registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | 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:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| Common Stock, $0.001 par value | ABAT | The Nasdaq Stock Market LLC |
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).
Emerging growth company ☐
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 9, 2026, American Battery Technology Company (the “Company”) entered into a new employment agreement with Ryan Melsert to continue to serve as the chief executive officer and chief technology officer of the Company (the “CEO Agreement”). The CEO Agreement is effective as of July 1, 2026, and has a two-year term. Pursuant to the CEO Agreement, Mr. Melsert’s annual salary is $475,000. Mr. Melsert will also be eligible to receive performance-based bonuses tied to the achievement of specific strategic milestones, including an annual cash bonus set at a target of 75% of his annual salary, $1,000,000 in restricted stock units (“RSUs”) calculated using the 20-day trailing volume-weighted average price prior to July 1, 2026, and an option to purchase 3,000,000 shares of the Company’s common stock at an exercise price of $2.76 per share (the closing price of the Company’s common stock on July 1, 2026). The performance-based bonuses will be pro-rated according to the specific weight of each milestone as set forth in the CEO Agreement. The fiscal year 2027 RSUs and option will vest 1/16th quarterly beginning July 1, 2026, and the option will expire on July 1, 2036, and the fiscal year 2028 RSUs and option will vest 1/16th quarterly beginning July 1, 2027, and the option will expire on July 1, 2037.
On July 9, 2026, the Company entered into a new employment agreement with Alejandro Flores Arteaga to continue to serve as the chief financial officer of the Company (the “CFO Agreement”). The CFO Agreement is effective as of July 1, 2026, and has a two-year term. Pursuant to the CFO Agreement, Mr. Flores Arteaga’s annual salary is $280,000. Mr. Flores Arteaga will also be eligible to receive performance-based bonuses tied to the achievement of specific strategic milestones, including an annual cash bonus set at a target of 75% of his annual salary, $500,000 in RSUs calculated using the 20-day trailing volume-weighted average price prior to July 1, 2026, and an option to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $2.76 per share (the closing price of the Company’s common stock on July 1, 2026). The performance-based bonuses will be pro-rated according to the specific weight of each milestone as set forth in the CFO Agreement. The fiscal year 2027 RSUs and option will vest 1/16th quarterly beginning July 1, 2026, and the option will expire on July 1, 2036, and the fiscal year 2028 RSUs and option will vest 1/16th quarterly beginning July 1, 2027, and the option will expire on July 1, 2037.
On July 9, 2026, the Company entered into a new employment agreement with Steven Wu to continue to serve as the chief operating officer of the Company (the “COO Agreement”). The COO Agreement is effective as of July 1, 2026, and has a two-year term. Pursuant to the COO Agreement, Mr. Wu’s annual salary is $350,000. Mr. Wu will also be eligible to receive performance-based bonuses tied to the achievement of specific strategic milestones, including an annual cash bonus set at a target of 75% of his annual salary, $750,000 in RSUs calculated using the 20-day trailing volume-weighted average price prior to July 1, 2026, and an option to purchase 1,500,000 shares of the Company’s common stock at an exercise price of $2.76 per share (the closing price of the Company’s common stock on July 1, 2026). The performance-based bonuses will be pro-rated according to the specific weight of each milestone as set forth in the COO Agreement. The fiscal year 2027 RSUs and option will vest 1/16th quarterly beginning July 1, 2026, and the option will expire on July 1, 2036, and the fiscal year 2028 RSUs and option will vest 1/16th quarterly beginning July 1, 2027, and the option will expire on July 1, 2037.
The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company, in consultation with an independent compensation consultant, performed a market assessment and approved the CEO Agreement, CFO Agreement, and COO Agreement, which are intended to be exempt under Section 16b-3.
There are no arrangements or understandings between Mr. Melsert, Mr. Flores Arteaga, or Mr. Wu and any other persons pursuant to which Mr. Melsert was selected as chief executive officer, Mr. Flores Arteaga was selected as chief financial officer, or Mr. Wu was selected as chief operating officer.
In addition, there are no relationships between the Company and each of Mr. Melsert, Mr. Flores Arteaga or Mr. Wu that would require disclosure pursuant to Item 404(a) of Regulation S-K.
The foregoing is not a complete description of the parties’ rights and obligations under the CEO Agreement, CFO Agreement, and COO Agreement, each of which is qualified in its entirety by reference to the full text and terms of each respective agreement, copies of which are filed as Exhibits 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Offer Letter, by and between American Battery Technology Company and Ryan Melsert, effective July 1, 2026. | |
| 10.2 | Offer Letter, by and between American Battery Technology Company and Alejandro Flores Arteaga, effective July 1, 2026. | |
| 10.3 | Offer Letter, by and between American Battery Technology Company and Steven Wu, effective July 1, 2026. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMERICAN BATTERY TECHNOLOGY COMPANY | ||
| Date: July 10, 2026 | By: | /s/ Ryan Melsert |
| Ryan Melsert | ||
| Chief Executive Officer | ||