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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: July 1, 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
On July 1, 2026, Idaho Copper Corporation, a Nevada
corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with ThinkEquity,
LLC, as representative of the underwriters (the “ThinkEquity”), pursuant to which the Company agreed to sell to the
underwriters in a firm commitment underwritten public offering (the “Offering”) an aggregate of 3,712,000 shares of the Company’s
common stock, par value $0.001 per share (the “Common Stock”) and accompanying warrants to purchase 3,712,000 shares
of Common Stock, exercisable at a price of $5.75 per share (the “Warrants”), at a public offering price of $4.85 per share
and accompanying Warrant, for a total Offering amount of approximately $18 million. The Company has also granted the underwriters
a 45-day option to purchase up to an additional 566,800 shares of Common Stock and/or warrants
to cover over-allotments, if any. The Offering is expected to close on July 6, 2026.
The shares of Common Stock and accompanying Warrants were offered by the
Company pursuant to a registration statement on Form S-1, as amended (File No. 333-290746), filed with the Securities and Exchange
Commission (the “Commission”), which was declared effective by the Commission on July 1, 2026 (the “Registration Statement”).
The net proceeds to the Company from the Offering, after deducting the underwriting
discount, the underwriters’ fees and expenses and the Company’s estimated Offering expenses, are expected to be approximately
$16 million. The Company anticipates using the net proceeds from the Offering for completion of an updated Preliminary Economic Assessment,
the first phase of preliminary work of a Prefeasibility Study, and general corporate purposes and working capital.
The Underwriting Agreement contains customary representations and warranties
that the parties made to, and solely for the benefit of, the other party in the context of all of the terms and conditions of that agreement
and in the context of the specific relationship between the parties. The provisions of the Underwriting Agreement, including the
representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreements and are
not intended as documents for investors and the public to obtain factual information about the current state of affairs of the parties
to those documents and agreements. Rather, investors and the public should look to other disclosures contained in the Company’s
filings with the Securities and Exchange Commission.
The foregoing summary of the terms of the Underwriting Agreement is subject
to, and qualified in its entirety by reference to, a copy of the Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
Item
7.01 Regulation FD Disclosure
On July 1, 2026, we released the press release furnished herewith as Exhibit
99.1.
Item 8.01 Other Events
In connection with the Offering, the Company
has received approval to list its Common Stock and the Warrants on the NYSE American stock exchange. The Company anticipates that its
common stock will commence trading on the NYSE American exchange under the symbol COPR on July 2, 2026. The Warrants will be traded under
the symbol COPR WS.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 1.1 |
|
Underwriting Agreement |
| 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:
July 2, 2026
| |
IDAHO
COPPER CORPORATION |
| |
|
|
| |
By:
|
/s/
Robert Scannell |
| |
Name:
|
Robert
Scannell |
| |
Title: |
Chief
Financial Officer |
Exhibit
99.1
Idaho
Copper Corporation Announces Pricing of $18 Million Public Offering
and
NYSE American Listing
Boise,
Idaho, July 1, 2026 — Idaho Copper Corporation (“Idaho Copper” and the “Company”) (NYSE American: COPR,
COPR WS), a critical minerals developer advancing the flagship CuMo copper-molybdenum-silver project in Idaho, today announced the pricing
of an underwritten public offering of common stock and warrants at a price of $4.85 per share, for gross proceeds of approximately $18,000,000,
before deducting underwriting discounts and offering expenses. In addition, Idaho Copper has granted the underwriters a 45-day option
to purchase up to an additional 556,800 shares of common stock and/or warrants to cover over-allotments, if any.
The
Company intends to use the proceeds for the completion of an updated Preliminary Economic Assessment, the first phase of preliminary
work of a Prefeasibility Study, and general corporate purposes.
The
shares of common stock and warrants are expected to begin trading on the NYSE American on July 2, 2026, under the symbols “COPR”
and “COPR WS”, respectively. The offering is expected to close on July 6, 2026, subject to satisfaction of customary closing
conditions.
ThinkEquity
is acting as sole book-running manager for the offering.
A
registration statement on Form S-1 (File No. 333-290746) relating to the shares was filed with the Securities and Exchange
Commission (“SEC”) and became effective on July 1, 2026. This offering is being made only by means of a prospectus.
Copies of the final prospectus, when available, may be obtained from ThinkEquity, 17 State Street, 41st Floor, New York,
New York 10004. The final prospectus will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov.
This
press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About
Idaho Copper Corporation
Idaho
Copper Corp. (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.
Forward
Looking Statements
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 specific statements regarding the anticipated listing on the NYSE American 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
