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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): October 26, 2023
HYCROFT
MINING HOLDING CORPORATION
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-38387 |
|
82-2657796 |
(State
or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
4300
Water Canyon Road, Unit 1
Winnemucca,
Nevada 89445
(Address
of principal executive offices) (Zip code)
(775)
304-0260
(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 |
| Class
A common stock, par value $0.0001 per share |
|
HYMC |
|
The
Nasdaq Stock Market LLC |
| Warrants
to purchase Common Stock |
|
HYMCW |
|
The
Nasdaq Stock Market LLC |
| Warrants
to purchase Common Stock |
|
HYMCL |
|
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
7.01. Regulation FD Disclosure.
On
October 26, 2023, Hycroft Mining Holding Corporation (the “Company”) issued a press release announcing that the Company will
undertake a reverse stock split of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share (“Common
Stock”), at a ratio of 1-for-10 (the “Reverse Stock Split”). The Reverse Stock Split is expected to be effective on
November 14, 2023, immediately after the close of trading on the Nasdaq Capital Market (the “Effective Time”), such that
the Common Stock is expected to begin trading on the Nasdaq Capital Market on a Reverse Stock Split-adjusted basis on November 15, 2023.
No
fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive
fractional shares will receive a cash payment in lieu of such fractional shares.
On
February 24, 2023 and May 24, 2023, the Company’s Board of Directors (the “Board”) and the Company’s stockholders,
respectively, approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to effectuate
a reverse stock split of the Company’s outstanding Common Stock, at a ratio of no less than 1-for-10 and no more than 1-for-25,
with such ratio to be determined at the sole discretion of the Board. On October 24, 2023, the Board approved the Reverse Stock Split
at a ratio of 1-for-10.
A
copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The
information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or
the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this
Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K.
Item
9.01 Financial Statement 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 thereunto duly authorized.
| Date:
October 26, 2023 |
HYCROFT
MINING HOLDING CORPORATION |
| |
|
|
| |
By: |
/s/
Rebecca A. Jennings |
| |
|
Rebecca
A. Jennings |
| |
|
Senior
Vice President and General Counsel |
Exhibit 99.1
Hycroft
Mining Announces Reverse Stock Split
WINNEMUCCA,
NV, October 26, 2023 – Hycroft Mining Holding Corporation (Nasdaq: HYMC) (“Hycroft” or “the
Company”) announces that the Company will undertake a Reverse Stock Split of its Class A Common Stock (“Common
Stock”) at a ratio of 1-for-10 (the “Reverse Stock Split”). The Reverse Stock Split is expected to become
effective immediately after the close of trading on the Nasdaq Capital Market (the “Nasdaq”) on November 14, 2023 (the
“Effective Date”) and the Common Stock is expected to begin trading on the Nasdaq on a Reverse Stock Split-adjusted
basis on November 15, 2023, under the new CUSIP number 44862P208.
“We
have been pursuing various strategies to regain compliance with Nasdaq’s minimum bid price requirement; however, given the timing
of these strategies and current market conditions, we believe that implementing a reverse stock split is the most effective course of
action to regain compliance at this juncture,” stated Diane Garrett, President and CEO of Hycroft. “Ensuring our listing
remains intact is of significant importance to us. We believe that by promptly addressing the uncertainty regarding our listing and alleviating
the overhang on our share price associated with this uncertainty, we will be better positioned to maximize value for our existing shareholders,
the Hycroft Mine, and future investors.”
Stockholder
approval for the Reverse Stock Split was obtained at the Company’s annual meeting of stockholders on May 24, 2023. After careful
consideration in light of current market conditions, the Company’s Board of Directors approved the Reverse Stock Split ratio of
1-for-10. The Company believes maintaining its Nasdaq listing will situate Hycroft more favorably and potentially attract a broader group
of institutional and retail investors. With a strong treasury of $106.9 million at the end of the third quarter of 2023, a world-class
asset, a successful ongoing exploration program, and a highly experienced management team, the Company believes it is well-positioned
to deliver value for its shareholders.
About
the Reverse Stock Split
The
Company’s transfer agent, Continental Stock Transfer & Trust Company (“Continental”), will serve as the exchange
agent for the Reverse Stock Split. Contact information can be found on the Company’s website at www.hycroftmining.com/contact/transfer-agent/.
As
a result of the Reverse Stock Split, every 10 pre-split shares of common stock outstanding
will become one share of Common Stock.
Registered
stockholders holding pre-Reverse Stock Split shares of the Company’s Common Stock electronically in book-entry form are not required
to take any action to receive post-Reverse Stock Split shares. Those stockholders who hold their shares in brokerage accounts or in “street
name” will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to each broker’s particular
processes, and will not be required to take any action in connection with the Reverse Stock Split. Stockholders holding shares of the
Company’s Common Stock in certificate form will receive a transmittal letter from Continental with instructions as soon as practicable
after the Effective Date.
No
fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive
fractional shares will receive a cash payment in lieu of such fractional shares.
The
Reverse Stock Split will not affect the number of authorized shares of Common Stock, the par value of the Common Stock, or modify any
rights or preferences of the shares of the Company’s Common Stock. Proportionate adjustments will be made to the exercise prices
and the number of shares underlying the Company’s outstanding equity awards and warrants, as applicable.
Additional
information about the Reverse Stock Split can be found in Hycroft’s definitive proxy statement filed with the U.S. Securities and
Exchange Commission (the “SEC”) on April 13, 2023, which is available on the SEC’s website at www.sec.gov and
on Hycroft’s website at www.hycroftmining.com.
About
Hycroft Mining Holding Corporation
Hycroft
Mining Holding Corporation is a US-based gold and silver company developing the Hycroft Mine, one of the world’s largest precious
metals deposits located in northern Nevada, a Tier-One mining jurisdiction. After a long history of oxide heap leaching operations, the
Company is focused on completing the technical studies to transition the Hycroft Mine into a large-scale milling operation for processing
the sulfide ore. In addition, the Company is engaged in a robust exploration drill program to unlock the full potential of our expansive
+64,000-acre land package, of which less than 10% has been explored.
For
further information, please contact:
Fiona Grant Leydier
Vice
President, Investor Relations
E:
info@hycroftmining.com
T:
+1 (775) 437-5912 x 101
www.hycroftmining.com
Cautionary
Note Regarding Forward-Looking Statements
This
news release contains “forward-looking statements” within the meaning of Section 27A of the United States Securities Act
of 1933, as amended, Section 21E of the United States Securities Exchange Act of 1934, as amended, or the United States Private
Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included herein and public
statements by our officers or representatives, that address activities, events or developments that our management expects or
anticipates will or may occur in the future, are forward- looking statements, including but not limited to such things as future
business strategy, plans and goals, competitive strengths and expansion and growth of our business. The words
“estimate”, “plan”, “anticipate”, “expect”, “intend”,
“believe” “target”, “budget”, “may”, “can”, “will”,
“would”, “could”, “should”, “seeks”, or “scheduled to” and similar words
or expressions, or negatives of these terms or other variations of these terms or comparable language or any discussion of strategy
or intention identify forward-looking statements. Forward-looking statements address activities, events, or developments that the
Company expects or anticipates will or may occur in the future and are based on current expectations and assumptions.
Forward-looking statements include, but are not limited to (i) risks related to changes in our operations at the Hycroft Mine,
including risks associated with the cessation of mining operations at the Hycroft Mine; uncertainties concerning estimates of
mineral resources; risks related to a lack of a completed feasibility study; and risks related to our ability to re-establish
commercially feasible mining operations; (ii) industry related risks including fluctuations in
the price of gold and silver; the commercial success of, and risks related to, our exploration and development activities;
uncertainties and risks related to our reliance on contractors and consultants; availability and cost of equipment, supplies,
energy, or reagents. The exploration target does not represent, and should not be construed to be, an estimate of a mineral resource
or mineral reserve, as ranges of potential tonnage and grade (or quality) of the exploration target are conceptual in nature; there
has been insufficient exploration of the relevant property or properties to estimate a mineral resource; and it is uncertain if
further exploration will result in the estimation of a mineral resource. These risks may include the following, and the occurrence
of one or more of the events or circumstances alone or in combination with other events or circumstances may have a material adverse
effect on the Company’s business, cash flows, financial condition, and results of operations. Please see our “Risk
Factors” outlined in our Annual Report on Form 10-K for the year ended December 31, 2022, our Quarterly Report on Form 10-Q
for the periods ended June 30, 2023, and other reports filed with the SEC for more information about these and other risks. You are
cautioned against attributing undue certainty to forward-looking statements. Although we have attempted to identify important
factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other
factors that cause results not to be as anticipated, estimated or intended. Although these forward-looking statements were based on
assumptions that the Company believes are reasonable when made, you are cautioned that forward-looking statements are not guarantees
of future performance and that actual results, performance, or achievements may differ materially from those made in or suggested by
the forward-looking statements in this news release. In addition, even if our results, performance, or achievements are consistent
with the forward-looking statements contained in this news release, those results, performance or achievements may not be indicative
of results, performance or achievements in subsequent periods. Given these risks and uncertainties, you are cautioned not to place
undue reliance on these forward-looking statements. Any forward-looking statements made in this news release speak only as of the
date of those statements. We undertake no obligation to update those statements or publicly announce the results of any revisions to
any of those statements to reflect future events or developments.
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