UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 22, 2023, the Board of Directors (the “Board”) of American Battery Technology Company (the “Company”) approved and entered into amendments to the following director agreements with the independent directors (each a “Member or collectively the “Members”) of the Board: Rick Fezell, dated February 21, 2022, Julie Blunden, dated February 22, 2022, Elizabeth Lowery, dated February 22, 2022 and Sherif Marakby, dated March 1, 2022 (collectively the “Amended Director Agreements”).
Pursuant to the Amended Director Agreements, beginning the quarter commencing October 1, 2023, each Member will be eligible to receive the following annual equity compensation, paid quarterly in arrears on a pro-rated basis: $150,000, divided by the volume weighted average price (the “VWAP”) of the twenty (20) trading days prior to the applicable end of quarter grant date. For equity compensation earned after the vesting of the last annual equity award but prior to September 30, 2023, each Member will receive a one-time equity payment in the amount of $75,000, divided by the VWAP of the twenty (20) trading days prior to September 30, 2023. In the case of a change in control (as that term is defined in the Company’s equity incentive plan or any subsequent plan that replaces that plan), each Member is entitled to the following equity compensation, paid upon the occurrence of the change in control: $75,000, divided by the VWAP of the twenty (20) trading days prior to the change in control.
On September 22, 2023, after evaluating governance best practices and after considering the stage of the Company’s growth and the Company’s recent listing on The Nasdaq Capital Market, the Board also appointed Rick Fezell as chairman of the Board. Pursuant to his appointment and the Amended Director Agreements, Mr. Fezell is also eligible to receive the following additional annual compensation for chairing the Board, paid quarterly in arrears on a pro-rated basis: restricted stock units equal to $120,000, divided by the VWAP of the twenty (20) trading days prior to the applicable grant day, with an equity election for cash.
The foregoing description of the Amended Director Agreements is a summary of the material terms thereof, do not purport to be complete, and are qualified in their entirety by reference to the full text of the Amended Director Agreements of Rick Fezell, Julie Blunden, Elizabeth Lowery and Sherif Marakby filed with this report as Exhibit 10.1, 10.2, 10.3 and 10.4 respectively, each of which are incorporated herein by reference.
Item 9.01 Exhibits
| Exhibit No. | Name | |
| 10.1 | Amended Director Agreement between American Battery Technology Company and Rick Fezell dated, September 22, 2023 | |
| 10.2 | Amended Director Agreement between American Battery Technology Company and Julie Blunden dated, September 22, 2023 | |
| 10.3 | Amended Director Agreement between American Battery Technology Company and Elizabeth Lowery dated, September 22, 2023 | |
| 10.4 | Amended Director Agreement between American Battery Technology Company and Sherif Marakby dated, September 22, 2023 | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101). |
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: September 28, 2023 | By: | /s/ Ryan Melsert |
| Ryan Melsert | ||
| Chief Executive Officer | ||