Current Report Filing (8-k)
April 11 2022 - 8:28AM
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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
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(State or other jurisdiction of incorporation or organization) |
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(Commission File Number) |
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(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) |
| ¨ | 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 |
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Trading Symbol(s) |
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Name of each exchange
on which registered |
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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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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