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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): August 28, 2025

(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):

Securities registered pursuant to Section 12(b) of the Act:

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.

Resignation of Director

On August 28, 2025, Sherif Marakby notified the Board of Directors (the “Board”) of American Battery Technology Company (the “Company”) of his resignation from the Board and all positions of the Company, including as a member of the Company’s audit committee and corporate governance and nominating committee, effective September 15, 2025. Mr. Marakby’s resignation was aligned with the Board’s succession plan for independent directors, and it was not the result of any disagreements with the Company relating to the Company’s operations, policies, or practices.

Appointment of Director

On August 29, 2025, the Board appointed Lavanya Balakrishnan as a director of the Company, effective September 16, 2025 (the “Effective Date”), to serve until the Company’s next annual meeting of stockholders or until her earlier resignation or removal. In connection with her appointment to the Board, Ms. Balakrishnan was also appointed to serve as a member of the Company’s audit committee, compensation committee, and corporate governance and nominating committee.

In connection with her appointment, Ms. Balakrishnan and the Company have entered into a director agreement (the “Director Agreement”), which shall become effective on the Effective Date. Pursuant to the Director Agreement, Ms. Balakrishnan shall receive $25,000 per year paid quarterly in arrears on a pro-rated basis and is eligible to receive annual equity compensation of restricted stock units (“RSUs”) of the Company, paid quarterly in arrears on a pro-rated basis of $150,000, divided by the volume weighted average price (the “VWAP”) of the twenty (20) trading days prior to the applicable end of the quarter grant date and will first vest on the last day of the fiscal quarter following the first-year anniversary of hire. 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), Ms. Balakrishnan is eligible to receive $75,000, divided by the VWAP of the twenty (20) trading days prior to any change in control of the Company. Ms. Balakrishnan may elect to receive any of the above compensation in RSUs rather than cash, prior to the start of the Company’s compensation cycle of directors.

There are no arrangements or understandings between Ms. Balakrishnan and any other persons pursuant to which she was chosen as a director of the Company. There are no family relationships between Ms. Balakrishnan and any of the Company’s directors, executive officers, or persons nominated or chosen by the Company to become a director or executive officer. Ms. Balakrishnan is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.