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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):
April 8, 2022
HYCROFT MINING HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
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001-38387 |
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82-2657796 |
(State or other jurisdiction of incorporation or organization)
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(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
4300 Water Canyon Road,
Unit 1
Winnemucca,
Nevada |
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89445 |
(Address of Principal Executive
Offices) |
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(Zip
Code) |
(775)
304-0260 |
Registrant's telephone number,
including area code |
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) |
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¨ |
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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¨ |
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 |
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Trading Symbol(s)
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Name of each exchange on which
registered
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Class A common stock, par value $0.0001 per share
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HYMC |
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The
Nasdaq Capital Market |
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Warrants to purchase Common Stock |
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HYMCW |
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The
Nasdaq Capital Market |
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|
|
|
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Warrants to purchase Common Stock |
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HYMCZ |
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The
Nasdaq Capital Market |
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Warrants to purchase Common Stock |
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HYMCL |
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The
Nasdaq Capital Market |
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 x
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 1.01 Entry into a Definitive Material Agreement.
First Amendment to Subscription Agreement
Hycroft Mining Holding Corporation (the “Company”) and American
Multi-Cinema, Inc. (“AMC”) entered into a First Amendment to
Subscription Agreement (the “Subscription Amendment”) dated as of
April 8, 2022 which amends the Subscription Agreement dated March
14, 2022 (the “Subscription Agreement”) between the Company and
AMC. In order to comply with Rule 5640 – Voting Rights Policy of
the Nasdaq Stock Market Listing Requirements, the Subscription
Amendment amends Section 4.5 of the Subscription Agreement to
provide that the right of AMC to have a designated director on the
Company’s board of directors (the “Board”) is also conditioned upon
AMC owning at least 5% of the Company’s voting securities.
The foregoing description of the Subscription Amendment does not
purport to be complete and is subject to, and qualified in its
entirety by reference to, the full text of the Subscription
Amendment, a copy of which is attached to this Current Report on
Form 8-K as Exhibit 10.1 hereto. A copy of the Subscription
Agreement is included as Exhibit 10.3 to the Company’s Current
Report on Form 8-K filed with the Securities and Exchange
Commission (“SEC”) on March 15, 2022.
First Amendment to Warrant Agreements
On April 8, 2022, the Company entered into a First Amendment to
Warrant Agreement (the “First Amendment”) with each of AMC and
2176423 Ontario Limited (“Ontario”), an entity affiliated with Eric
Sprott, which amends each Warrant Agreement dated March 14, 2022
(the “Warrant Agreement”) with each of AMC and Ontario in order to
replace the Company as warrant agent by appointing Continental
Stock Transfer & Trust Company, a New York corporation, as
warrant agent under the Warrant Agreement on behalf of the
Company.
The foregoing description of the First Amendment does not purport
to be complete and is subject to, and qualified in its entirety by
reference to, the full text of the First Amendment, copies of which
are attached to this Current Report on Form 8-K as Exhibits 10.2
and 10.3 hereto. A copy of the Warrant Agreement with AMC is
included as Exhibit 10.5 to the Company’s Current Report on Form
8-K filed with the SEC on March 15, 2022. A copy of the Warrant
Agreement with Ontario is included as Exhibit 4.6 to the Company’s
Annual Report on Form 10-K filed with the SEC on March 31,
2022.
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On April 8, 2022, the Company’s Board increased the number of
directors on the Board from six to seven and appointed Sean D.
Goodman, Executive Vice President and Chief Financial Officer of
AMC Entertainment Holdings Inc. and its wholly-owned subsidiary,
AMC, to fill the newly created directorship on the Board, effective
on such date. Mr. Goodman has also been appointed as a member of
the Board’s Audit Committee and Nominating and Governance
Committee.
Mr. Goodman’s appointment to the Board and his nomination for
election as a director of the Company at the Company’s Annual
Meeting to be held on June 2, 2022 is being made under the terms of
the Subscription Agreement, as amended by the Amendment (the
“Amended Subscription Agreement”), pursuant to which AMC purchased
23,408,240 units of the Company (each a “Unit”) at a purchase price
per Unit of $1.193, with each Unit consisting of one share of the
Company’s common stock (the “Common Stock”) and one warrant to
purchase one share of Common Stock providing for a total purchase
price of $27.9 million. The Amended Subscription Agreement provides
AMC with the right to appoint a director to the Board and the
Company agrees to support such director’s nomination so long as AMC
retains at least 50% of the Common Stock purchased under the
Subscription Agreement and AMC holds at least 5% of the voting
power of the Company.
Mr. Goodman is entitled to compensation for his service as a
director in accordance with the Board’s compensation policy for
non-employee directors. See “Director Compensation “ in the
Company’s Proxy Statement for its 2021 Annual Meeting filed with
the Securities and Exchange Commission on April 14, 2021. In
addition, the Company will enter into its standard form of
Indemnification Agreement with Mr. Goodman. The form of
Indemnification Agreement is provided as Exhibit 10.6 to the
Company’s Current Report on Form 8-K, filed with the SEC on June 4,
2020.
Item
7.01. Regulation FD Disclosure.
On April 11, 2022, the Company issued a press release announcing
the appointments of (i) Stephen Lang, a member of the Board, as
Chair of the Board of Directors, and (ii) Mr. Goodman as a member
of the Board. A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the
information set forth in this Item 7.01 and in the press release is
deemed to be “furnished” and shall not be deemed to be “filed” for
purposes of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and shall not be incorporated by reference into
any registration statement or other document filed under the
Securities Act of 1933, as amended, or the Exchange Act, except as
shall be expressly set forth by specific reference in such
filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The list of exhibits is set forth on the Exhibit Index of this
Current Report on Form 8-K and is incorporated herein by
reference.
EXHIBIT
INDEX
* Furnished pursuant to
Regulation FD.
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.
Dated: April 11, 2022 |
Hycroft
Mining Holding Corporation |
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By: |
/s/ Stanton Rideout |
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Stanton
Rideout |
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Executive
Vice President and Chief Financial Officer |
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