5E Advanced (NASDAQ: FEAM) issues warrants for $10M EXIM loan guarantee

Rhea-AI Filing Summary

5E Advanced Materials, Inc. entered a letter agreement with BEP Special Situations IV LLC and Ascend Global Investment Fund SPC on January 7, 2026, and issued warrants tied to a potential $10.0 million funding package from the Export-Import Bank of the United States. The Warrants allow purchases of up to $10.0 million of common stock at an exercise price of $3.5507 per share, with a maximum of 2,816,346 shares issuable in total. The Warrants only become exercisable if the Guarantors provide a guarantee for the EXIM Loan, and each Guarantor’s warrant size matches its guaranteed amount. They terminate on the earlier of two years after repayment of the EXIM Loan or the release of the guarantee and were issued in a private placement under Section 4(a)(2) of the Securities Act. If the EXIM Loan is not obtained or the guarantee is not provided, the Warrants will not vest or become exercisable.

Insights

Capital markets analyst

FEAM grants conditional warrants as consideration for a potential $10M EXIM loan guarantee.

5E Advanced Materials, Inc. is compensating BEP Special Situations IV LLC and Ascend Global Investment Fund SPC with stock warrants for agreeing to guarantee a potential $10.0 million EXIM Bank funding package. The Warrants have an exercise price of $3.5507 per share and can cover up to $10.0 million of common stock, capped at 2,816,346 shares, giving the Guarantors upside if the company’s equity performs well.

The structure is highly conditional. The Warrants do not become exercisable unless the Guarantors actually provide the guarantee for the EXIM Loan, and they will never vest if the loan is not obtained or the guarantee is not given. The Warrants also terminate on the earlier of the second anniversary of the EXIM Loan’s repayment or the release of the guarantee, limiting their time value.

Because this issuance is made in a private placement under Section 4(a)(2) and is specifically tied to a credit guarantee, its eventual impact depends on whether the EXIM Loan closes and how much each Guarantor guarantees. Those factors will drive the actual number of shares that can be purchased, up to the 2,816,346-share maximum.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Understanding 8-K Material Events →

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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): January 07, 2026

5E ADVANCED MATERIALS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-41279	87-3426517
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
9329 Mariposa Road, Suite 210
Hesperia, California				92344
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (442) 221-0225

(Former Name or Former Address, if Changed Since Last Report)

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, $0.01 par value per share		FEAM		The Nasdaq Global Select Market

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 3.02 Unregistered Sales of Equity Securities.

As previously reported, on December 8, 2025, 5E Advanced Materials, Inc., a Delaware corporation (the “Company”), held its 2025 annual meeting of stockholders, at which the Company’s stockholders approved the Company’s entry into an agreement (the “Letter Agreement”) to issue warrants to purchase shares of the Company’s common stock, par value $0.01 (the “Common Stock”), to BEP Special Situations IV LLC and Ascend Global Investment Fund SPC for and on behalf of Strategic SP, or their respective affiliates (the “Guarantors”) in connection with the Company’s potential $10.0 million funding package (the “EXIM Loan”) from the Export-Import Bank of the United States.

On January 7, 2026, the Company and the Guarantors entered into the Letter Agreement, pursuant to which the Company agreed to issue warrants (the “Warrants”) to purchase up to $10.0 million of Common Stock in exchange for the Guarantors agreeing to provide a guarantee for the EXIM Loan. On January 7, 2026, the Company issued the Warrants pursuant to the Letter Agreement.

The Warrants have an exercise price of $3.5507 per share, subject to customary adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or similar transaction. The Warrants will not be exercisable, if ever, until the date that the Guarantors provide the Guarantee, at which time each Guarantor’s Warrant will be exercisable for a notional amount of Common Stock equal to the amount guaranteed by such Guarantor. The aggregate notional value of the Warrants will not exceed $10.0 million, and the maximum number of shares issuable under all Warrants is 2,816,346.

The Warrants will terminate upon the earlier of (a) the second anniversary of the date that the EXIM Loan is repaid or (b) the release of the Guarantee.

The Warrants were offered and issued in a private placement exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

In the event that the Company does not obtain the EXIM Loan or the Guarantee is not provided, the Warrants will not vest or become exercisable for any shares of Common Stock.

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.

			5E Advanced Materials, Inc.
Date:	January 12, 2026	By:	/s/ Joshua Malm
			Joshua Malm Chief Financial Officer, Treasurer and Corporate Secretary

FAQ

What did 5E Advanced Materials (FEAM) announce in this 8-K?

5E Advanced Materials, Inc. reported that on January 7, 2026 it entered into a letter agreement with BEP Special Situations IV LLC and Ascend Global Investment Fund SPC and issued warrants to them in connection with a potential $10.0 million EXIM Bank funding package.

What are the key terms of the new warrants issued by 5E Advanced Materials?

The Warrants permit purchases of up to $10.0 million of FEAM common stock at an exercise price of $3.5507 per share, with a maximum of 2,816,346 shares issuable in total. The exercise price is subject to customary adjustments for stock splits, dividends, combinations, recapitalizations, or similar transactions.

When do the FEAM warrants become exercisable and when do they expire?

The Warrants are not exercisable until the Guarantors provide a guarantee for the EXIM Loan; each Guarantor’s Warrant then becomes exercisable for a notional amount of shares equal to that Guarantor’s guaranteed amount. They terminate on the earlier of the second anniversary of the EXIM Loan’s repayment or the release of the guarantee.

Under what conditions will the 5E Advanced Materials warrants never vest?

If 5E Advanced Materials does not obtain the EXIM Loan or if the guarantee is not provided by the Guarantors, the Warrants will not vest and will never become exercisable for any shares of common stock.

How were the FEAM warrants offered from a securities law standpoint?

The Warrants were offered and issued in a private placement transaction that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(a)(2).

Who are the Guarantors receiving the new FEAM warrants?

The Guarantors are BEP Special Situations IV LLC and Ascend Global Investment Fund SPC for and on behalf of Strategic SP, or their respective affiliates.