Item 1.01 Entry into a Material Definitive Agreement.
As disclosed on Current Report on Form 8-K filed on March 7, 2023, March 8,
2023, March 10, 2023, April 7, 2023, and April 27, 2023, American Battery
Technology Company (the "Company") and LiNiCo Corporation ("LiNiCo") entered
into an asset purchase agreement and membership interest purchase agreement,
including the amendments thereto, and a pre-closing lease (collectively referred
herein as the "Agreements") for the purchase and lease of a commercial recycling
facility in the Tahoe-Reno Industrial Center located at 2500 Peru Drive,
McCarran, Nevada (the "Recycling Facility") and the purchase of related
industrial equipment.
On May 12, 2023, the Company entered into the First Amendment to Second Amended
and Restated Membership Interest Purchase Agreement (the "Amendment"), which
amended the Agreements, for the purchase of the Recycling Facility. Under the
Amendment, the $3.0 million payment due to LiNiCo under the Agreements on May
12, 2023, was modified to require the Company to deliver $1 million on or before
May 12, 2023, to deliver the remaining $2 million on or before May 26, 2023, and
required the Company to deliver an additional 1 million shares of the Company to
LiNiCo, resulting in the Company issuing a total of 11 million shares of common
stock as part of the purchase price under the Agreements and Amendment.
The Company agreed to register the shares received as consideration for resale
by an affiliate of LiNiCo and the acquisition transaction is expected to close
once such selling stockholder has received net cash proceeds of at least $6.6
million from the sale of such shares. The Company's issuance of such shares was
made in reliance on the exemption from registration provided by Section 4(a)(2)
of the Securities Act. The Company relied on this exemption from registration
based in part on representations made by the recipient of such shares, including
that such recipient is an "accredited investor" (as defined under the Securities
Act) and will resell such securities only if registered under the Securities Act
or pursuant to an applicable exemption from registration requirements.
On May 12, 2023, contemporaneously with the Amendment, the Company entered into
a separate contingent sales-leaseback arrangement embodied in the Purchase and
Sale Agreement (the "Sale-Leaseback") with Bow River Capital RE III LLC to
purchase the property for an aggregate purchase price of $15.0 million, where
the Company has the ability to repurchase the Property for $15.0 million plus
escalation within 5 years, and lease back the property to the Company for
approximately $1.4 million per year for 15 years, subject to the parties'
further agreement related to lease terms, the buyer's due diligence, and
Company's successful consummation of the Amendment and successfully acquire fee
simple title to the property.
The foregoing description of the Agreements, the Amendment, and the
Sale-Leaseback are qualified in its entirety by the Agreements, the Amendment,
and the Sale-Leaseback, a copy of which will be filed as exhibits to the
Company's annual report on Form 10-K.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth above in Item 1.01 of this Current Report is
incorporated by reference herein.
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