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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 27, 2022

 

 

TMC THE METALS COMPANY INC.

(Exact name of registrant as specified in its charter)

 

 

British Columbia, Canada 001-39281 Not Applicable
(State or other jurisdiction of
incorporation)
(Commission File Number) (IRS Employer
Identification No.)
     
595 Howe Street, 10th Floor
Vancouver, British Columbia
  V6C 2T5
(Address of principal executive
offices)
  (Zip Code)

 

Registrant’s telephone number, including area code: (604) 631-3115

 

Not applicable
(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:

 

¨ 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

TMC Common Shares without par value   TMC   The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one TMC Common Share, each at an exercise price of $11.50 per share   TMCWW   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 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 5.02.         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b) On September 27, 2022, Gina Stryker, who had served on the Board of Directors (the “Board”) of TMC the metals company Inc. (the “Company”) since the closing of the Company’s business combination transaction in September 2021 and was a member of the Audit Committee of the Board, resigned from the Board. Her resignation was not the result of any disagreement with the Company relating to the Company’s operations, policies or practices. The Company thanks Ms. Stryker for her service and contributions to the Board and the Company.

 

Current independent director Sheila Khama was appointed to serve on the Audit Committee of the Board following Ms. Stryker’s resignation from the Board.

 

(d) On September 29, 2022, the Board appointed Andrew C. Greig to the Board, for a term to continue until the 2023 annual meeting of the Company’s shareholders or until his earlier death, resignation or removal.

 

Mr. Greig, age 65, has 35 years of experience in the mining and natural resource industry with Bechtel Group Inc., a global engineering, construction and project management company, before his retirement in 2015. He brings direct experience in developing minerals, resource, power, refining, and chemical projects in 20 countries across six continents. Mr. Greig was formerly a director and then board observer of legacy DeepGreen Metals, Inc. A resident of Australia, Mr. Greig earned a graduate diploma in business from Monash University, Melbourne.

 

Pursuant to the Company’s Nonemployee Director Compensation Policy, Mr. Greig was granted 95,238 restricted stock units under the Company’s 2021 Equity Incentive Plan, the amount of which was determined by dividing $100,000 by the closing price of the Company’s Common Shares on the Nasdaq Stock Market on September 30, 2022. The restricted stock units will vest in equal annual installments over three years from the date of the grant, subject to Mr. Greig’s continued service on the Board on the applicable vesting dates. Mr. Greig has also entered into the Company’s standard form of indemnity agreement, the form of which was filed as Exhibit 10.18 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 15, 2021.

 

There are no arrangements or understandings between Mr. Greig and any other person pursuant to which Mr. Greig was selected as a director, nor, except as set forth below, are there any transactions between Mr. Greig and the Company in which he has a direct or indirect material interest that the Company is required to report pursuant to the rules and regulations of the Securities and Exchange Commission. In addition to the restricted stock units referred to above Mr. Greig will receive in connection with his appointment to the Board, Mr. Greig owns 4,095,827 of the Company’s Common Shares, 89,365 of the Company’s Class A Special Shares, 178,729 of the Company’s Class B Special Shares, 178,729 of the Company’s Class C Special Shares, 357,459 of the Company’s Class D Special Shares, 357,459 of the Company’s Class E Special Shares, 357,459 of the Company’s Class F Special Shares, 446,824 of the Company’s Class G Special Shares and 446,824 of the Company’s Class H Special Shares, which are registered on the Company’s Registration Statement on Form S-1 initially filed with the Securities and Exchange Commission on October 7, 2021, as amended, pursuant to the Company’s Amended and Restated Registration Rights Agreement, dated September 9, 2021, which was filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 15, 2021, to which Mr. Greig is a party, and options to purchase 716,916 of the Company’s Common Shares, all of which were received by Mr. Greig upon closing of the Company’s business combination transaction in September 2021 in exchange for his former security ownership of legacy DeepGreen Metals, Inc.

 

 

 

 

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.

  

  TMC THE METALS COMPANY INC.
     
Date: October 3, 2022 By: /s/ Gerard Barron
  Name: Gerard Barron
  Title: Chief Executive Officer

 

 

 

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