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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: January 30, 2026
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
January 26, 2026, 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 2,500,000 shares of the Company’s
authorized but unissued preferred stock as “Series C Preferred Stock,” which have a par value of $0.001 per share, with a
stated value of $5.00 per share, and established the rights, preferences and limitations thereof.
Issuance
Shares of Series C Preferred Stock may be issued by the Company (i) upon
conversion of a convertible promissory note in an original principal amount of up to $3,000,000, based on the outstanding amount due and
owing thereunder on its maturity date, and (ii) upon conversion, pursuant to comparable conversion provisions, of any additional convertible
notes of like tenor that may be issued by the Company from time to time.
Dividends
The holders of shares of Series C Preferred Stock have no dividend rights
except as may be declared by the Company’s board of directors in its sole and absolute discretion, out of funds legally available
for that purpose.
Liquidation
Upon
any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of Series C Preferred Stock shall be
entitled to receive, prior and in preference to the holders of the Common Stock and any other class or series of capital stock of the
Company now or hereafter issued, a distribution out of the assets of the Company in an amount per share equal to the stated value of
$5.00 per share (Liquidation Preference”) before any distribution is made to the holders of Common Stock or any other class or
series of capital stock. After payment in full of the Liquidation Preference to the holders of Series C Preferred Stock, the remaining
assets of the Company, if any, shall be distributed to the holders of Common Stock and any other class or series of capital stock in
accordance with their respective rights and preferences.
Conversion
Outstanding
shares of Series C Preferred Stock may be converted, at the option of holder, at the “Conversion Price”. The Conversion
Price shall be the value per share of Common Stock of the Company, on a fully-diluted basis, as determined by an independent, reputable
third-party valuation firm to be mutually agreed upon by the Company and the holder (the “Valuation Auditor”). The reasonable
determination shall reflect the value of the Company as of the maturity date of the applicable promissory note. The determination of
the Valuation Auditor shall be final and binding absent manifest error.
Voting
Except
as otherwise required by law, the holders of Series C Preferred Stock shall have the right to vote together with the holders of Common
Stock as a single class on all matters submitted to a vote or written consent of the stockholders of the Company, with each share of
Series C Preferred Stock entitled to the number of votes equal to the number of shares of Common Stock on an as-converted basis. Except
as otherwise required by law, the holders of Series C Preferred Stock shall have no separate class voting rights.
The
foregoing description of the Series C Preferred Stock does not purport to be complete and is qualified in its entirety by reference to
the full text of the Certificate of Designation, a copy of which is attached as Exhibit 3.1 and to this Current Report on Form 8-K and
is 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 C Preferred Stock |
| |
|
|
| 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:
January 30, 2026
| |
IDAHO
COPPER CORPORATION |
| |
|
|
| |
By:
|
/s/
Robert Scannell |
| |
Name:
|
Robert
Scannell |
| |
Title: |
Chief
Financial Officer |
