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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): September 25, 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 Capital Market
Warrants to purchase Common Stock   HYMCW   The Nasdaq Capital Market
Warrants to purchase Common Stock   HYMCL   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 

 

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 September 25, 2023, Hycroft Mining Holding Corporation (the “Company”) issued a press release announcing that it plans to file a timely request for a hearing before the Nasdaq Hearings Panel (the “Panel”) to present its plan to regain compliance with Nasdaq’s minimum bid price requirement. Upon the filing of the request for a hearing, any further action by Nasdaq will be stayed, and the Company’s shares will continue to trade on Nasdaq until the issuance of the Panel’s decision following the hearing. The Company is diligently working to regain compliance with the minimum bid price requirement and will provide an update when relevant information becomes available. For more information on the appeal and hearing process, please visit www.listingcenter.nasdaq.com/. 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

 

Exhibit No.   Description
99.1   Press release of the registrant issued September 25, 2023.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 
 

 

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: September 25, 2023 HYCROFT MINING HOLDING CORPORATION
     
  By: /s/ Rebecca A. Jennings
    Rebecca A. Jennings
    Senior Vice President and General Counsel

 

 

 

Exhibit 99.1

 

 

Hycroft Mining Provides Update Regarding Nasdaq Listing

 

WINNEMUCCA, NV, September 25, 2023Hycroft Mining Holding Corporation (Nasdaq: HYMC) (“Hycroft” or “the Company”) announces that it plans to file a timely request for a hearing before the Nasdaq Hearings Panel (the “Panel”) to present its plan to regain compliance with Nasdaq’s minimum bid price requirement.

 

Upon the filing of the request for a hearing, any further action by Nasdaq will be stayed, and the Company’s shares will continue to trade on Nasdaq until the issuance of the Panel’s decision following the hearing.

 

The Company is diligently working to regain compliance with the minimum bid price requirement and will provide an update when relevant information becomes available. For more information on the appeal and hearing process, please visit www.listingcenter.nasdaq.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 +60,000-acre land package, of which only 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.

 

 

Page 2

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Sep. 25, 2023
Document Type 8-K
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Entity File Number 001-38387
Entity Registrant Name HYCROFT MINING HOLDING CORPORATION
Entity Central Index Key 0001718405
Entity Tax Identification Number 82-2657796
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 4300 Water Canyon Road
Entity Address, Address Line Two Unit 1
Entity Address, City or Town Winnemucca
Entity Address, State or Province NV
Entity Address, Postal Zip Code 89445
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Title of 12(b) Security Class A common stock, par value $0.0001 per share
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Security Exchange Name NASDAQ
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Title of 12(b) Security Warrants to purchase Common Stock
Trading Symbol HYMCW
Security Exchange Name NASDAQ
Warrants To Purchase Common Stock One [Member]  
Title of 12(b) Security Warrants to purchase Common Stock
Trading Symbol HYMCL
Security Exchange Name NASDAQ

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