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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: April 17, 2026
IDAHO
COPPER CORPORATION
(Exact
name of Registrant as specified in its Charter)
| Nevada |
|
000-56828 |
|
98-0221494 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
800
W. Main Street, Suite 1460, Boise, Idaho 83702
(Address
of Principal Executive Offices)
208-274-9220
(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 14-a-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
Symbols(s) |
|
Name
of each exchange on which registered |
| None |
|
N/A |
|
N/A |
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
1.01 Entry into a Material Definitive Agreement
The descriptions of the Subscription Agreement,
the Notes, and the Warrants included in Item 3.01, below, are incorporated here by reference as if set forth in full.
Item
3.02 Unregistered Sales of Equity Securities
On
April 17, 2026, of Idaho Copper Corporation, a Nevada corporation (the “Company”) closed a private offering (the
“Offering”) of convertible promissory notes (the “Notes”) and warrants (the “Warrants”). Each
Note is convertible into shares of the Company’s common stock (the “Conversion Shares”) at an initial
conversion price of $6.00 per share, subject to customary anti-dilution adjustments, including adjustments in connection with
subsequent issuances of securities at a price below the then-effective conversion price. The Notes have a term of twelve (12) months
and will not bear interest unless an event of default occurs, at which time interest will accrue at a rate of 18% per annum. The
Notes provide for voluntary conversion at any time prior to maturity. Upon a listing of the Company’s common stock on a
national securities exchange in connection with a firm commitment underwritten offering, outstanding Notes will automatically
convert to common stock at a conversion price equal to the lower of (i) 70% of the offering price in such transaction or (ii) $6.00,
in each case subject to adjustment.
In
connection with the Offering, each investor also received Warrants to purchase shares of common stock (the “Warrant Shares”),
with the number of Warrant Shares equal to the principal amount of the Notes purchased divided by $6.00. The Warrants have an exercise
price of $7.50 per share, subject to adjustment, and a term of five (5) years.
A total of $1,357,947
in principal amount of Notes was issued in the Offering, together with Warrants to purchase up to 226,332 shares of common stock. Each
investor in the Offering entered into a Subscription Agreement with the Company, the form of which is filed herewith as Exhibit 10.1.
All investors paid cash consideration with the exception of two investors, who converted existing notes in the total outstanding amount
of $102,947 into Notes and Warrants issued in the Offering on a dollar-for-dollar basis, with no discount applied to the outstanding
indebtedness.
The issuance of the Notes
and Warrants were, and upon conversion of the Notes and exercise of the Warrants, the issuance of the Conversion Shares and Warrant Shares
will be, exempt from registration under Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”)
and Rule 506(b) of Regulation D promulgated thereunder. The Notes and the Warrants were offered and sold exclusively to “accredited
investors” as defined in Rule 501(a) under Regulation D and the Company engaged in no general solicitation or advertising in connection
with the Offering. At the time of their issuance, the Notes and the Warrants were deemed to be restricted securities for purpose of the
Securities Act and will bear restrictive legends to that effect.
In
connection with the Offering, the Company engaged ThinkEquity LLC (“ThinkEquity”) as exclusive placement agent. In
consideration for ThinkEquity’s services as placement agent, the Company paid customary placement agent fees
and agreed to issue warrants to purchase shares of the Company’s common stock. The placement agent’s warrants
are exercisable for a number of shares of common stock equal to 10% of the number of shares issuable upon conversion of the Notes issued
in the Offering and feature the terms of which are consistent with market practice and as set forth in the applicable engagement
agreement.
The
foregoing descriptions of the Subscription Agreement, Note and Warrant are not complete and are qualified in their entirety by reference
to the full text of the forms of the Subscription Agreement, Note and Warrant, copies of which are attached hereto as Exhibits 10.1,
10.2 and 4.1, respectively, and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Warrant |
| 10.1 |
|
Form of Convertible Promissory Note |
| 10.2 |
|
Form of Subscription Agreement |
| 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:
April 22, 2026
| |
IDAHO
COPPER CORPORATION |
| |
|
|
| |
By:
|
/s/
Robert Scannell |
| |
Name:
|
Robert
Scannell |
| |
Title: |
Chief
Financial Officer |
