5E Advanced Materials (FEAM) terminates unused $15M at-the-market stock program

Rhea-AI Filing Summary

5E Advanced Materials, Inc. disclosed that it has terminated its previously established at-the-market equity offering program. The program was set up under an equity distribution agreement with Canaccord Genuity LLC and D.A. Davidson & Co. to offer and sell up to $15,000,000 of common stock.

The agreement was terminated on August 14, 2025, with no termination penalties. The company did not sell any shares of its common stock under this program and has also terminated the related prospectus supplement filed on March 28, 2024.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

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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): August 14, 2025

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 8.01 Other Events.

As previously disclosed, on March 28, 2024, 5E Advanced Materials, Inc. (the “Company”) entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Canaccord Genuity LLC and D.A. Davidson & Co. (each, an “Agent” and together, the “Agents”) to offer and sell up to $15,000,000 of shares of the Company’s common stock, par value $0.01 per share, from time to time by the Company through the Agents, acting as the Company’s sales agents, or directly to one or more of the Agents, acting as principal, through an “at the market” equity offering program.

On August 14, 2025, the Equity Distribution Agreement was terminated pursuant to the terms therein. The Company is not subject to any termination penalties related to the termination of the Equity Distribution Agreement. The Company did not sell any shares of its common stock under the Equity Distribution Agreement.

The Company has also terminated the prospectus supplement filed with the Securities and Exchange Commission on March 28, 2024 relating to the offering of any shares under the Equity Distribution Agreement.

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:	August 19, 2025	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 filing?

5E Advanced Materials announced it terminated its at-the-market equity offering program. The related equity distribution agreement and prospectus supplement were ended without any penalties and without any shares of common stock being sold under the program.

How large was 5E Advanced Materials’ terminated equity offering program?

The terminated at-the-market equity offering program allowed 5E Advanced Materials to offer and sell up to $15,000,000 of common stock. Although authorized for that amount, the company ultimately did not sell any shares through this arrangement before terminating it.

Did 5E Advanced Materials (FEAM) sell any shares under the equity distribution agreement?

No, 5E Advanced Materials did not sell any shares of its common stock under the equity distribution agreement. The at-the-market program was terminated without any share issuances and without triggering termination penalties for the company.

Are there any penalties to 5E Advanced Materials for terminating the equity distribution agreement?

The company stated it is not subject to any termination penalties for ending the equity distribution agreement. This means 5E Advanced Materials can discontinue the at-the-market equity program without owing additional fees or financial obligations related to termination.

Which firms were agents under 5E Advanced Materials’ at-the-market program?

Canaccord Genuity LLC and D.A. Davidson & Co. served as agents under the at-the-market equity offering program. They could act as sales agents or principals for 5E Advanced Materials in selling common stock before the company chose to terminate the agreement.

What happened to the prospectus supplement filed on March 28, 2024 by 5E Advanced Materials?

5E Advanced Materials also terminated the prospectus supplement filed on March 28, 2024. That prospectus supplement related to the potential offering of shares under the equity distribution agreement, which has now been ended without any share sales.