STOCK TITAN

Idaho Copper (COPR) adds Series B preferred to approve 500M share authorization

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Idaho Copper Corporation created a new, temporary class of preferred stock and significantly increased its authorized common shares. On December 22, 2025, the board designated 1,000 shares of “Series B Preferred Stock” from authorized but unissued preferred stock and set their rights and limitations.

Series B Preferred Stock carries no dividends and is not convertible into common stock. In a liquidation, holders would share in assets on an as-converted basis, pari passu with common stock, treating each preferred share as one common share for that purpose. The preferred shares hold 100,000 votes per share, but only on proposals to increase authorized capital stock and to amend or restate the articles in connection with that increase, voting together with common stock as a single class.

On December 22, 2025, holders of a majority of the company’s voting securities approved an amendment to increase authorized common stock to 500,000,000 shares, and a Certificate of Amendment became effective that day. All outstanding Series B Preferred Stock will automatically be cancelled for no consideration on the first business day after that amendment’s effectiveness, ending their special voting rights.

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Insights

Idaho Copper adds a temporary voting preferred class to expand authorized common shares to 500 million.

Idaho Copper Corporation established 1,000 shares of Series B Preferred Stock with highly concentrated voting power to facilitate approval of an increase in authorized common stock. Each Series B share carries 100,000 votes, but only on proposals to increase authorized capital and related charter changes, while offering no dividends and no conversion rights.

On December 22, 2025, a majority of voting securities approved an amendment raising authorized common stock to 500,000,000 shares, and a Certificate of Amendment became effective the same day. The structure makes the Series B Preferred Stock temporary: all outstanding Series B shares are automatically cancelled for no consideration on the first business day after the amendment becomes effective, terminating their voting power.

This sequence formalizes a much larger pool of common shares the company can issue in the future, while limiting the preferred class to a specific, short-lived governance purpose. Subsequent disclosures will clarify how and when any of the newly authorized shares are issued.

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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: December 31, 2025

 

IDAHO COPPER CORPORATION

(Exact name of Registrant as specified in its Charter)

 

Nevada   333-108715   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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Certificate of Designation

 

On December 22, 2025, Idaho Copper Corporation, (the “Company”) filed a Certificate of Designation with the Nevada Secretary of State. Pursuant to the Certificate of Designation, the Company’s board of directors designated 1,000 shares of the Company’s authorized but unissued preferred stock as “Series B Preferred Stock,” and established the rights, preferences and limitations thereof.

 

Dividends

 

Holders of the Series B Preferred Stock are not entitled to receive any dividends.

 

Liquidation

 

Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of Series B Preferred Stock shall be entitled to receive distributions from the assets of the Company on an as-converted basis, pari passu with the holders of the Company’s common stock. For purposes of any such distribution, each share of Series B Preferred Stock shall be treated as if it had been converted into one share of common stock immediately prior to the distribution.

 

Conversion

 

The Series B Preferred Stock is not convertible into common stock.

 

However, upon the first business day following the effectiveness of an amendment to the Company’s Articles of Incorporation increasing the authorized capital stock of the Company, all outstanding shares of Series B Preferred Stock shall automatically be cancelled for no consideration, and all rights associated with such shares shall terminate.

 

Voting

 

Except as otherwise required by Nevada law, holders of Series B Preferred Stock shall be entitled to one hundred thousand (100,000) votes per share on all proposals submitted to stockholders for the purpose of:

 

  increasing the Company’s authorized capital stock, and
  amending or restating the Company’s Articles of Incorporation in connection therewith.

 

The Series B Preferred Stock has no voting rights on any other matters.

 

 

 

 

Except as otherwise required by law, holders of Series B Preferred Stock and holders of common stock shall vote together as a single class.

 

Increase in Authorized Shares

 

On December 22, 2025, the holders of a majority of the Company’s issued and outstanding voting securities approved by written consent an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the total number of authorized shares of common stock to 500,000,000 (the “Amendment”).

 

The Company filed a Certificate of Amendment with the Secretary of State of Nevada on December 22, 2025, which became effective on that date.

 

The foregoing descriptions of the Series B Preferred Stock and the Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Certificate of Designation and the Amendment, copies of which are attached as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K and are incorporated by reference herein.

 

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits

 

Exhibit No.    
3.1   Certificate of Designation of the Rights and Preferences and Limitations of the Series B Preferred Stock
3.2   Certificate of Amendment
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: December 31, 2025

 

  IDAHO COPPER CORPORATION
     
  By: /s/ Robert Scannell
  Name: Robert Scannell
  Title: Chief Financial Officer

 

 

 

FAQ

What did Idaho Copper Corporation (COPR) change in its capital structure?

Idaho Copper Corporation approved an amendment to its Amended and Restated Articles of Incorporation to increase the total number of authorized shares of common stock to 500,000,000. A Certificate of Amendment reflecting this change was filed with the Nevada Secretary of State and became effective on December 22, 2025.

What is the new Series B Preferred Stock created by Idaho Copper (COPR)?

The board designated 1,000 shares of the company’s authorized but unissued preferred stock as “Series B Preferred Stock.” These shares have specifically defined rights, preferences and limitations, including special voting rights on certain proposals, but no dividend rights and no conversion into common stock.

Does Idaho Copper’s Series B Preferred Stock pay dividends or convert to common shares?

No. Holders of Series B Preferred Stock are not entitled to receive any dividends, and the Series B Preferred Stock is not convertible into common stock. In a liquidation, each preferred share is treated as if converted into one common share solely for determining distributions, sharing pari passu with common stock.

What voting rights does Idaho Copper’s Series B Preferred Stock have?

Each share of Series B Preferred Stock carries 100,000 votes per share on proposals to increase the company’s authorized capital stock and to amend or restate the Articles of Incorporation in connection with that increase. It has no voting rights on other matters. Except as otherwise required by law, Series B holders and common stockholders vote together as a single class on those specified proposals.

When will Idaho Copper’s Series B Preferred Stock be cancelled?

All outstanding shares of Series B Preferred Stock will automatically be cancelled for no consideration on the first business day following the effectiveness of the amendment to the Articles of Incorporation that increases the company’s authorized capital stock. At that point, all rights associated with the Series B Preferred Stock terminate.

What documents describe Idaho Copper’s Series B Preferred Stock and share increase?

The rights and limitations of the Series B Preferred Stock are set out in the Certificate of Designation, and the increase in authorized common stock is reflected in the Certificate of Amendment. These are attached as Exhibits 3.1 and 3.2, respectively.

Idaho Copper

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