Form 8-K INTERNATIONAL BATTERY For: Apr 16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): April 16, 2026

Check the appropriate box below if the Form 8K filing is intended to simultaneously satisfy the filing obligation of the registrant 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

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 ExchangexActx☐

Item 3.02 Unregistered Sale of Equity Securities.

On April 16, 2026, International Battery Metals Ltd. (the "Company") announced a non-brokered private placement financing under the previously announced binding Letter of Intent ("LOI") with EV Metals VII LLC ("EV Metals"), an insider of the Company controlled by a director of the Company, Jacob Warnock. Under the terms of the LOI, affiliates of EV Metals have agreed to subscribe to purchase the remaining USD $2.8 million (the "Offering") of units ("Units") under the LOI.

Each Unit will include one Company common share and one warrant (each, a "Warrant") to purchase one common share and will be priced at USD $0.08 per Unit, for total gross proceeds of USD $2.8 million. Each Warrant will entitle the holder to purchase one additional Company common share at a price of C$0.15 per share for a period of four years from the date of issuance.

The Offering is expected to close on or around April 24, 2026, pending approval from the TSX Venture Exchange (TSXV).

In accordance with the LOI, IBAT will also pay Jacob Warnock a structuring fee equal to 5% of the gross proceeds subscribed for by EV Metals affiliates in connection with the Offering, payable in cash at closing. The Units will be subject to a four-month plus one-day hold period under Canadian securities laws and will be considered restricted securities under the Securities Act.

The sale of the Units issued in the Offering were not registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.