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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 (Date of earliest event reported):
September 17, 2026
Evolution Metals & Technologies Corp.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41183 |
|
87-1006702 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
4040 NE 2nd Ave, Suite 349
Miami, Florida 33137
(Address and zip code of principal executive offices)
561-225-3205
(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:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-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 Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.0001 par value per share |
|
EMAT |
|
The Nasdaq Stock Market 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
Securities Purchase Agreement and Convertible
Debentures
On September 17, 2026, Evolution Metals &
Technologies Corp. (“EMAT” or the “Company”) entered into a Securities Purchase Agreement (the “Securities
Purchase Agreement”) with YA II PN, LTD. (“Yorkville”), a fund managed by Yorkville Advisors Global, LP, pursuant to
which the Company agreed to issue and sell to Yorkville convertible debentures in the aggregate principal amount of $30,927,835 (the “Convertible
Debentures” and each a “Convertible Debenture”), which will be convertible into shares of the Company’s common
stock, par value $0.0001 per share (the “Common Stock,” and as converted, the “Conversion Shares”).
The first Convertible Debenture (the “First
Debenture”) in the principal amount of $22,000,000 was issued on September 17, 2026. The second Convertible Debenture in the principal
amount of $2,000,000 is expected to be issued upon the filing with the Securities and Exchange Commission of the Registration Statement,
as such term is defined below, which the Company has agreed to file pursuant to the Registration Rights Agreement, as such term is defined below, and the
third Convertible Debenture in the principal amount of $6,927,835 is expected to be issued upon effectiveness of the Registration Statement.
Each Convertible Debentures will have a purchase
price equal to 97% of principal amount thereunder. Each Convertible Debenture is convertible into Conversion Shares at a conversion price
equal to the lower of $5.02 (the “Fixed Price”) or (b) 95% of the lowest daily volume-weighted average price (“VWAP”)
of the shares during the 5 consecutive trading days immediately prior to each conversion date, but not lower than a floor price.
The Company shall not issue any Conversion Shares
upon conversion of the Convertible Debentures held by Yorkville if the issuance of such Conversion Shares would exceed the aggregate number
of Common Stock that the Company may issue in compliance with the Company’s obligations under the rules or regulations of the Nasdaq
Stock Market (the “Exchange Cap”). The Exchange Cap will not apply if the Company obtains the approval of its stockholders
as required by the applicable rules of the Nasdaq Stock Market for issuances of Common Stock in excess of such amount. In addition, no
conversion will be permitted to the extent that, after giving effect to such conversion, the holder together with the certain related
parties would beneficially own in excess of 4.99% of the Common Stock outstanding immediately after giving effect to such conversion,
subject to certain adjustments.
The First Debenture bears interest at an annual
rate of 4.0%, unless an event of default occurs and remains uncured, upon which the Convertible Debentures will bear interest at an annual
rate of 18.0%. The Convertible Debentures will mature on September 17, 2028.
The Company will not be required to make monthly
cash payments pursuant to the Convertible Debentures unless an Amortization Event, as such term is defined below, has occurred and then
the Company will make monthly cash payments each month until the entire outstanding amount under the Convertible Debentures have been
repaid. An “Amortization Event” means (i) the VWAP of the Company’s Common Stock is lower than the floor price for any
five of seven consecutive trading days, (ii) the Company has issued in excess of 99% of the Common Stock available under the Exchange
Cap or (iii) Yorkville is unable to use the Registration Statement for a period of 10 consecutive trading
days.
The monthly cash payments will be in an amount
equal to 1/5 of the original principal amount (or the outstanding principal amount of the Convertible Debentures if lower than such amount),
plus a payment premium of 5% and all accrued and unpaid interest as of the date of such payment. Such Amortization Event payments will
commence 7 trading days following the Amortization Event.
The Securities Purchase Agreement includes customary
registration rights, investor protections, and provisions governing trading activity, including limitations on short selling. The Company
intends to use the proceeds from the facility for general corporate purposes, including supporting the expansion of its operations and
development initiatives.
The foregoing description of the Securities Purchase
Agreement, the First Debenture and the Convertible Debentures does not purport to be complete and is qualified in its entirety by reference
to the full text of the Securities Purchase Agreement and the First Debenture, which are
filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K, and the form of Convertible Debenture, which is filed
as Exhibit A to the Securities Purchase Agreement filed as Exhibit 10.1 hereto, each of which is incorporated herein by reference.
Registration Rights Agreement
On September 17, 2026, pursuant to the
Securities Purchase Agreement, the Company and Yorkville entered into a Registration Rights Agreement (the “Registration
Rights Agreement”) pursuant to which Yorkville is entitled to certain registration rights under the Securities Act of 1933, as
amended (the “Securities Act”). Pursuant to the Registration Rights Agreement, the Company is required to, on or prior
to the 30th calendar day following the date of the Securities Purchase Agreement, and after the registration statement on Form S-1
filed by the Company on September 8, 2026 (Registration No. 333-298787) having been declared effective by the Securities and
Exchange Commission “SEC”), file with the SEC a registration statement on Form S-1 (the “Registration
Statement”) registering the resale by Yorkville of the Conversion Shares. Under the Registration Rights Agreement, Yorkville
was also granted piggyback registration rights under certain conditions as described in the Registration Rights Agreement.
The foregoing description of the Registration
Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which
is filed herewith as Exhibit 10.2 and is incorporated herein by reference.
Guaranty Agreement
On September 17, 2026, pursuant to the Securities
Purchase Agreement, the Company and Yorkville entered into a Global Guarantee Agreement (the “Global Guarantee Agreement”),
pursuant to which, the Company’s subsidiaries agreed to guarantee all of the Company’s obligations under the Convertible Debentures.
The foregoing description of the Global Guarantee
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of each such agreement, which
is filed as Exhibits 10.3, to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 is
incorporated herein by reference.
Item 3.02 Unregistered Sales of
Equity Securities.
The information contained
in Item 1.01 is incorporated herein by reference. The issuance of the Convertible Debentures and the Conversion Shares will be exempt
from registration pursuant to Section 4(a)(2) of the Securities Act. Yorkville represented to the Company that it is an “accredited
investor” as defined in Rule 501 of the Securities Act and that each of the Convertible Debentures and the Conversion Shares will
be acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of the federal securities laws, including within the meaning of the “safe harbor” provisions
of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or
the future financial or operating performance of EMAT and may include, without limitation, statements regarding EMAT’s strategy,
business plans, growth opportunities, projected financial information, expected production capacities, anticipated market demand, regulatory
developments, and other future events or conditions. In some cases, you can identify forward-looking statements by terminology such as
“may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,”
“believe,” “predict,” “potential,” “plan,” “project,” “target,”
“forecast,” or the negatives of these terms or variations of them or similar terminology. These forward-looking statements
are based on management’s current expectations and assumptions and are subject to risks, uncertainties, and other factors that could
cause actual results to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties
include, but are not limited to, EMAT’s ability to execute its business plan, obtain financing, construct and scale facilities,
secure feedstock and offtake agreements, obtain necessary permits and regulatory approvals, manage supply chain disruptions, respond to
competitive pressures, address geopolitical and macroeconomic risks, and other risks described in EMAT’s filings with the U.S. Securities
and Exchange Commission (the “SEC”). Forward-looking statements speak only as of the date they are made. EMAT undertakes no
obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except
as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. |
|
Description |
| 4.1 |
|
First Closing Debenture |
| 10.1 |
|
Securities Purchase Agreement |
| 10.2 |
|
Registration Rights Agreement |
| 10.3 |
|
Guaranty 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 hereunto duly authorized.
Dated: September 18, 2026
| |
Evolution Metals & Technologies Corp. |
| |
|
| |
By: |
/s/ Christopher Clower |
| |
Name: |
Christopher Clower |
| |
Title: |
Chief Financial Officer and Chief Operating Officer |
