false
0001263364
0001263364
2026-07-06
2026-07-06
0001263364
COPR:CommonStockParValue0.001PerShareMember
2026-07-06
2026-07-06
0001263364
COPR:CommonStockPurchaseWarrantMember
2026-07-06
2026-07-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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: July 6, 2026
IDAHO
COPPER CORPORATION
(Exact
name of Registrant as specified in its Charter)
| Nevada |
|
001-43386 |
|
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 |
| Common
Stock, par value $0.001 per share |
|
COPR |
|
NYSE
American LLC |
| Common
Stock Purchase Warrant |
|
COPR
WS |
|
NYSE
American 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 ☐
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
disclosure in Item 5.02 below is incorporated by reference into this Item 1.01.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
In
connection with the listing of the common stock of Idaho Copper Corporation (the “Company”) on the NYSE American LLC
(“NYSE”), on or about July 6, 2026, the Company appointed Gil Atzmon, David Herksovits, Dr. John Moeller, and Corey
Redfield as members of the Board of Directors of the Company. Each of these directors qualify as “independent” under NYSE’s
listing rules. The following committees of the Board of Directors were also created, and their members and chairpersons are as follows:
| ● | Audit
Committee: David Herksovits (Chairman), and Dr. John Moeller, and Corey Redfield |
| ● | Compensation
Committee: Corey Redfield (Chairman), Gil Atzmon, and Steven Rudofsky |
| ● | Nominating
and Corporate Governance Committee: Dr. John Moeller (Chairman), David Herksovits, and Steven
Rudofsky |
Gil
Atzmon
Mr.
Atzmon has over 40 years’ experience in the energy and mineral sector, including positions as a field engineer in the oil services
sector, an investment fund manager, an investment banker, and a mining executive. He was the Chairman, Chief Executive Officer and a
Director of Zazu Metals, which he founded in November 2006, before its acquisition by Solitario Resources Corporation in June 2017. Mr.
Atzmon has served as a director of Solitario Resources Corporation since June 2017 and was recently named its Chairman. Prior to that,
from 2001 to 2002, Mr. Atzmon acted as Vice President, Corporate Development of Ivanhoe Mines Ltd. From 2000 to 2001, he served as a
global energy and mining specialist in institutional equity sales for BNP Paribas. From 1998 to 2000, Mr. Atzmon was Chief Investment
Strategist and Portfolio Manager for US Global Investors, Inc. Mr. Atzmon holds a Bachelor’s degree in Geology and Geography from
Columbia College, Columbia University and obtained a Master’s degree in Energy and Mineral Resources from the University of Texas
at Austin, Texas.
Corey
Redfield
Mr.
Redfield is a commodities trader with extensive experience managing commodity price risk and investing in commodities-based companies.
Most recently, from March 2018 to September 2021, he was a senior commodities trader at Cargill Inc. Prior to that, from January 2006
to October 2011, Mr. Redfield served as a senior trader at a large midwestern hedge fund. He was as adjunct professor of finance at the
University of Minnesota from April 2002 to October 2008 and January 2021 to May 2017, and Vanderbilt University from August 2015 to December
2015. Mr. Redfield holds a Geology degree from the University of Minnesota-Morris and a Master’s degree from Vanderbilt University.
He is also a Chartered Financial Analyst.
David
Herksovits
Mr.
Herskovits is a retired audit partner of Deloitte & Touche LLP. Mr. Herskovits joined Deloitte in September 1974, was admitted to
the partnership in 1985, and retired in 2013. During his career, Mr. Herskovits was responsible for major audit engagements for public
and private companies. He also served in several technical and quality assurance roles at the firm. Mr. Herskovits has served as a Director
of Camber Energy, Inc. since 2023 (and was a Director of its predecessor, Viking Energy Group, Inc. from 2018-2023). Mr. Herskovits received
his Bachelor’s degree from Cornell University and his Master’s degree from Harvard University.
Dr.
John Moeller
Dr.
Moeller is an environmental engineer with broad experience in the permitting, development, and regulatory infrastructure of mining projects
in Idaho. From approximately June 2010 to February 2019, Dr. Moeller represented the Idaho Copper project before state, local, and federal
agency officials, and led the project’s highly visible environmental assessment process. Previously, he managed water quality and
hazardous materials programs at the Idaho Department of Environmental Quality from approximately January 1981 to May 1990. Early in his
career, he co-founded a state and federal interagency task force to permit and develop an open pit molybdenum mine in the headwaters
of Idaho’s Salmon River. He chaired a governor-appointed task force to develop regulations for utilizing cyanide to leach precious
metals from ores. That negotiated rule making was supported by a wide array of shareholders and approved by the legislature. He was awarded
an EPA Bronze Medal for his work with hazardous waste and pollution prevention programs. He established the Boise, Idaho, office and
was vice president of a national civil and environmental engineering firm from June 1990 to June 1998. Dr. Moeller was a Principal and
served as Vice President of Environmental Services and Director at Forsgren Associates from June 1998 to February 2019. He conceived,
founded, moderated, and co-hosted Idaho Wastewater Reuse Conferences. From 2005 until 2017, he served as an adjunct faculty at Boise
State University where he taught Water Quality Management for upper class and graduate students. Dr. Moeller received his Bachelor of
Science in Electrical Engineering and Master of Science in Zoology (Water Quality) from the University of Kentucky. He received his PhD
in Biology/Zoology (Water Quality) from Idaho State University.
Director
Agreements
In
connection with the new director appointments and the listing of the Company’s common stock on the NYSE, the Company entered into
director and indemnification agreements with the Company’s non-employee directors, Gil Atzmon, David Herksovits, Dr. John Moeller,
Corey Redfield, and Steven Rudofsky.
Pursuant
to Mr. Atzmon’s director and indemnification agreements, dated July 2, 2026, (i) Mr. Atzmon will serve a director of the Company,
(ii) the Company will pay Mr. Atzmon annual fees of $25,000 in cash, and $35,000 in stock payable quarterly on the first day of each
fiscal quarter beginning August 1, 2026, and valued based on the closing price listed on the NYSE as of the date of the agreement, and
(iii) the Company will indemnify Mr. Atzmon for any losses incurred by Mr. Atzmon as a result of Mr. Atzmon’s service as a director
of the Company.
Pursuant
to Mr. Herskovits’s director and indemnification agreements, dated July 2, 2026, (i) Mr. Herskovits will serve a director of the
Company, (ii) the Company will pay Mr. Herskovits annual fees of $25,000 in cash, and $35,000 in stock payable quarterly on the first
day of each fiscal quarter beginning August 1, 2026, and valued based on the closing price listed on the NYSE as of the date of the agreement,
and (iii) the Company will indemnify Mr. Herskovits for any losses incurred by Mr. Herskovits as a result of Mr. Herskovits’s service
as a director of the Company.
Pursuant
to Dr. Moeller’s director and indemnification agreements, dated July 2, 2026, (i) Dr. Moeller will serve a director of the Company,
(ii) the Company will pay Dr. Moeller annual fees of $25,000 in cash, and $35,000 in stock payable quarterly on the first day of each
fiscal quarter beginning August 1, 2026, and valued based on the closing price listed on the NYSE as of the date of the agreement, and
(iii) the Company will indemnify Dr. Moeller for any losses incurred by Dr. Moeller as a result of Dr. Moeller’s service as a director
of the Company.
Pursuant
to Mr. Redfield’s director and indemnification agreements, dated July 2, 2026, (i) Mr. Redfield will serve a director of the Company,
(ii) the Company will pay Mr. Redfield annual fees of $25,000 in cash, and $35,000 in stock payable quarterly on the first day of each
fiscal quarter beginning August 1, 2026, and valued based on the closing price listed on the NYSE as of the date of the agreement, and
(iii) the Company will indemnify Mr. Redfield for any losses incurred by Mr. Redfield as a result of Mr. Redfield’s service as
a director of the Company.
Pursuant
to Mr. Rudofsky’s director and indemnification agreements, dated July 2, 2026, (i) Mr. Rudofsky will serve a director of the Company,
(ii) the Company will pay Mr. Rudofsky annual fees of $25,000 in cash, and $35,000 in stock payable quarterly on the first day of each
fiscal quarter beginning August 1, 2026, valued based on the closing price listed on the NYSE as of the date of the agreement, and (iii)
the Company will indemnify Mr. Rudofsky for any losses incurred by Mr. Rudofsky as a result of Mr. Rudofsky’s service as a director
of the Company.
The
foregoing descriptions of the director agreements and indemnification agreements do not purport to be complete and are qualified in their
entirety by reference to the full text of the director agreements and indemnification agreements, copies of which are filed as Exhibits
10.1-10.5 to this Current Report on Form 8-K and incorporated by reference herein (with the indemnification agreements attached as exhibits
to each director agreement).
Item
7.01 Regulation FD Disclosure.
The
disclosure in Item 5.02 is incorporated by reference into this Item 7.01. On August 10, 2026, the Company issued a press release announcing
the above-described director appointments (the “Release”). A copy of the Release is attached hereto as Exhibit 99.1.
The
information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section
18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference
into the filings of the Company under the Securities Act of 1933, or the Exchange Act of 1934, regardless of any general incorporation
language in such filings. This Report will not be deemed an admission as to the materiality of any information of the information contained
in this Item 7.01, including Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Director Agreement, between Idaho Copper Corporation and Gil Atzmon, dated July 2, 2026 |
| 10.2 |
|
Director Agreement, between Idaho Copper Corporation and David Herksovits, dated July 2, 2026 |
| 10.3 |
|
Director Agreement, between Idaho Copper Corporation and Dr. John Moeller, dated July 2, 2026 |
| 10.4 |
|
Director Agreement, between Idaho Copper Corporation and Corey Redfield, dated July 2, 2026 |
| 10.5 |
|
Director Agreement, between Idaho Copper Corporation and Steven Rudofsky, dated July 2, 2026 |
| 99.1 |
|
Press Release |
| 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:
August 11, 2026
| |
IDAHO
COPPER CORPORATION |
| |
|
|
| |
By:
|
/s/
Robert Scannell |
| |
Name:
|
Robert
Scannell |
| |
Title: |
Executive
Chairman |
Exhibit
99.1
Idaho
Copper Appoints Four Independent Directors and Establishes Board Committees
Gil
Atzmon, David Herskovits, Dr. John Moeller and Corey Redfield Add Mining Development, Public Company Audit, Commodities Trading and Idaho
Permitting Expertise to the Board
BOISE,
Idaho – August 11, 2026 – Idaho Copper Corporation (NYSE American: COPR) (“Idaho Copper” or the “Company”),
a critical minerals developer advancing the flagship CuMo copper-molybdenum-silver project in Idaho, today announced the appointment
of four independent directors to its Board of Directors – Gil Atzmon, David Herskovits, Dr. John Moeller and Corey Redfield –
and the formation of Audit, Compensation, and Nominating and Corporate Governance committees. The additions round out an independent
majority board following the Company’s uplisting to the NYSE American, and bring mine development, public company audit, commodities
markets and Idaho permitting experience to the Company as it advances CuMo through an updated Preliminary Economic Assessment (“PEA”)
and toward a Prefeasibility Study (“PFS”).
Gil
Atzmon
Mr.
Atzmon has more than 40 years of experience in the energy and mineral sector, spanning roles as a field engineer in oil services, an
investment fund manager, an investment banker and a mining executive. He founded Zazu Metals in 2006 and served as its Chairman, Chief
Executive Officer and a director until its acquisition by Solitario Resources Corporation in 2017; he has served as a director of Solitario
since 2017 and was recently named its Chairman. Earlier in his career he was Vice President, Corporate Development of Ivanhoe Mines Ltd.,
a global energy and mining specialist in institutional equity sales at BNP Paribas, and Chief Investment Strategist and Portfolio Manager
for US Global Investors, Inc. Mr. Atzmon holds a bachelor’s degree in Geology and Geography from Columbia University and a master’s
degree in Energy and Mineral Resources from the University of Texas at Austin.
David
Herskovits
Mr.
Herskovits is a retired audit partner of Deloitte & Touche LLP, where he spent nearly four decades – joining the firm in 1974,
being admitted to the partnership in 1985 and retiring in 2013. During his career he was responsible for major audit engagements for
public and private companies and served in several technical and quality assurance roles at the firm. He has served as a director of
Camber Energy, Inc. since 2023 (and was a director of its predecessor, Viking Energy Group, Inc. from 2018-2023). Mr. Herskovits received
his bachelor’s degree from Cornell University and his master’s degree from Harvard University.
Dr.
John Moeller
Dr.
Moeller is an environmental engineer with broad experience in the permitting, development and regulatory infrastructure of mining projects
in Idaho, including CuMo itself – from 2010 to 2019 he represented the project before state, local and federal agency officials
and led its highly visible environmental assessment process. Earlier in his career he managed water quality and hazardous materials programs
at the Idaho Department of Environmental Quality, co-founded a state and federal interagency task force to permit and develop an open
pit molybdenum mine in the headwaters of Idaho’s Salmon River, chaired a governor-appointed task force that negotiated Idaho’s
cyanide leach regulations, and was awarded an EPA Bronze Medal for his work on hazardous waste and pollution prevention. He established
the Boise office of a national civil and environmental engineering firm and served as its vice president, and was a Principal and Vice
President of Environmental Services and a director at Forsgren Associates from 1998 to 2019. Dr. Moeller received his B.S. in Electrical
Engineering and M.S. in Zoology (Water Quality) from the University of Kentucky and his Ph.D. in Biology/Zoology (Water Quality) from
Idaho State University, and taught Water Quality Management as adjunct faculty at Boise State University from 2005 to 2017.
Corey
Redfield
Mr.
Redfield is a commodities trader with extensive experience managing commodity price risk and investing in commodities-based companies.
Most recently he was a senior commodities trader at Cargill Inc. from 2018 to 2021, and previously served as a senior trader at a large
midwestern hedge fund from 2006 to 2011. He has also served as an adjunct professor of finance at the University of Minnesota and at
Vanderbilt University. Mr. Redfield holds a geology degree from the University of Minnesota-Morris and a master’s degree from Vanderbilt
University, and is a Chartered Financial Analyst.
Board
Committees
In
connection with the appointments, the Board established the following committees:
| ● | Audit
Committee: David Herskovits (Chairman), Dr. John Moeller and Corey Redfield |
| ● | Compensation
Committee: Corey Redfield (Chairman), Gil Atzmon and Steven Rudofsky |
| ● | Nominating
and Corporate Governance Committee: Dr. John Moeller (Chairman), David Herskovits and
Steven Rudofsky |
Management
Commentary
Robert
Scannell, Executive Chairman of Idaho Copper, commented, “Building a board of this caliber is one of the most important things
we can do for shareholders at this stage. We now have an independent majority board with a fully constituted audit, compensation and
governance structure – the governance foundation a NYSE American-listed critical minerals developer should have as it moves a project
of CuMo’s scale forward.”
“Just
as important is what these four individuals bring around the table. Gil has built and sold a mining company and sits as chairman of another;
David spent a career at Deloitte auditing public companies and chairs our audit committee; John has spent decades inside Idaho’s
permitting and regulatory process, including on CuMo itself; and Corey brings a trader’s view of the copper and molybdenum markets
we will ultimately sell into. That is development, governance, permitting and market expertise – exactly the mix CuMo needs as
we advance toward a Prefeasibility Study.”
About
Idaho Copper
Idaho
Copper Corporation (NYSE American: COPR) is a critical minerals developer focused on exploring and developing the CuMo copper-molybdenum-silver
project located in Boise County, Idaho. The CuMo project is one of the largest undeveloped copper deposits in the western hemisphere,
likely the largest undeveloped molybdenum deposit in the world, and contains significant amounts of silver, rhenium, and tungsten—all
considered critical or of strategic importance. The project comprises approximately 2,640 acres and consists of 126 federal unpatented
lode mining claims and 6 patented mining claims. To learn more, please visit www.idaho-copper.com.
Safe
Harbor Statement
With
the exception of historical information contained in this press release, content herein may contain “forward-looking statements”
that are made pursuant to the Safe Harbor Provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements
are generally identified by using words such as “anticipate,” “believe,” “plan,” “expect,”
“intend,” “will,” and similar expressions, but these words are not the exclusive means of identifying forward-looking
statements. Forward-looking statements in this release include statements regarding the appointments and committee composition described
herein, the Company’s corporate governance and compliance with NYSE American independence requirements, the Company’s planned
updated Preliminary Economic Assessment and Prefeasibility Study, and statements relating to expected developments and growth in Idaho
Copper’s business. These statements are based on management’s current expectations and are subject to uncertainty and changes
in circumstances. Investors are cautioned that forward-looking statements involve risks and uncertainties that could cause actual results
to differ materially from the statements made. In addition, this press release contains time-sensitive information that reflects management’s
best analysis only as of the date of this press release. Idaho Copper does not undertake any obligation to publicly update or revise
any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release. Further
information concerning issues that could materially affect financial performance or other forward-looking statements contained in this
release can be found in Idaho Copper’s periodic filings with the SEC.
Investor
Relations Contact:
Lucas
A. Zimmerman
Managing
Director
MZ
Group - MZ North America
(262)
357-2918
COPR@mzgroup.us
www.mzgroup.us
