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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 26, 2026
Greenland Mines Ltd.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-41340 |
|
86-2727441 |
| (Commission File Number) |
|
(IRS Employer
Identification No.) |
1300 South Boulevard, Suite D
Charlotte, NC 28203
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code (833) 931-6330
(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 |
|
GRML |
|
The Nasdaq Stock Market LLC |
| Warrants |
|
GRMLW |
|
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 |
Registered Public Offering
On August 26, 2026, Greenland Mines Ltd. (the “Company”) entered into agreements, including a securities purchase agreement
(the “Purchase Agreement”) with certain institutional investors (the “Offering”), pursuant to which the Company
agreed to sell and issue, in a registered public offering (the “Offering”), (i) an aggregate of 1,632,783 shares (the “Shares”)
of the Company’s common stock, par value $0.0001 per share (“Common Stock”) and (ii) pre-funded warrants (the “Pre-Funded
Warrants”) exercisable for an aggregate of up to 2,367,517 shares of Common Stock (the “Pre-Funded Warrant Shares”),
one share of Common Stock, at public offering price of $5.00 per share of Common Stock or $4.9999 per Pre-Funded Warrant. The Pre-Funded
Warrants are each exercisable for one share of Common Stock at an exercise price of $0.0001 per share and will expire when exercised in
full. The Company shall not effect any exercise of, and a holder shall not have the right to exercise, any Pre-Funded Funded Warrants
to the extent that such exercise would result in the number of shares of Common Stock beneficially owned by such holder and its affiliates
exceeding 4.99% (or 9.99% at election of the holder) of the total number of shares of Common Stock outstanding immediately after giving
effect to the exercise, which percentage may be increased or decreased at the holder’s election not to exceed 9.99%.
The net proceeds to the Company from the Offering
are expected to be approximately $18.5 million, after deducting placement agent fees and expenses and other estimated offering expenses
payable by the Company. The Company currently intends to use the net proceeds from the Offering, together with its existing cash and
cash equivalents, to intend to use the net proceeds from this offering, together with our existing cash and cash equivalents, to complete
our acquisition of the Sarfatoq project and for other working capital purposes.
The Offering is expected to close on or about August 27, 2026, subject
to the satisfaction of customary closing conditions.
The Shares, Pre-Funded Warrants and Warrant Shares are being offered
pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-288533) filed on July 7, 2025 and declared
effective on July 25, 2025 by the Securities and Exchange Commission (the “SEC”) and a prospectus supplement and accompanying
prospectus filed with the SEC.
The Purchase Agreement contains customary representations, warranties
and agreements by the Company, conditions to closing, indemnification obligations of the Company and the investors party thereto, other
obligations of the parties and termination provisions. Pursuant to the terms of the Purchase Agreement, the Company has agreed to certain
restrictions on the issuance and sale of its Common Stock and securities convertible into shares of Common Stock during the 30-day period
following the closing of the Offering. The representations, warranties and covenants contained in the Purchase Agreement were made only
for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject
to limitations agreed upon by the contracting parties.
Placement Agency Agreement
In connection with the Offering, the Company entered into a placement agency agreement (the “Placement Agency Agreement”),
dated August 26, 2026, with A.G.P./Alliance Global Partners (the “Placement Agent”) pursuant to which the Company agreed to
pay the Placement Agent a total cash fee equal to 7.0% of the aggregate gross proceeds of the Offering and to reimburse the Placement
Agent for (i) up to $50,000 for non-accountable expenses and (ii) up to $65,000 for the out-of-pocket legal expenses incurred by the Placement
Agent in connection with the Offering.
The foregoing descriptions of the Purchase Agreement, the Pre-Funded
Warrant and the Placement Agency Agreement are not complete and are qualified in their entireties by reference to the full texts of such
documents. The forms of Pre-Funded Warrant and Purchase Agreement and a copy of the Placement Agency Agreement, are filed herewith as
Exhibits 4.1, 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
| Item 7.01 |
Regulation FD Disclosure. |
On August 25, 2026, the Company issued a press release regarding the launch of the Offering (the “Launch Press Release”).
On August 26, 2026, the Company issued a press release announcing that it had priced the Offering (the “Pricing Press Release”).
Copies of the Launch Press Release and the Pricing Press Release are furnished hereto as Exhibits 99.1 and Exhibit 99.2, respectively.
The information in this Current Report on Form 8-K under Item 7.01, including the information contained in Exhibits 99.1 and 99.2, is
being furnished to the SEC and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed
to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by a specific reference in such filing.
Cautionary Statement Regarding Forward-Looking
Statements
Statements contained in this Current Report on Form 8-K regarding matters
that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform
Act of 1995. Such statements may involve risks and uncertainties, such as statements related to the anticipated closing of the Offering
and the amount of proceeds expected from the Offering and expected use thereof. The risks and uncertainties involved include the Company’s
ability to satisfy certain conditions to closing on a timely basis or at all, as well as other risks detailed from time to time in the
Company’s SEC filings, including in its Annual Report on Form 10-K filed with the SEC on March 30, 2026, in its Quarterly Reports
on Form 10-Q and other SEC reports filed since such Annual Report on Form 10-K, the preliminary prospectus supplement filed with the SEC
on August 25, 2026, and the final prospectus supplement filed with the SEC.
This Current Report on Form 8-K does not constitute an offer to sell,
or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
A copy of the opinion of Cyruli Shanks & Zizmor, LLP regarding
the validity of the securities to be issued in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 9.01 |
Financial Statements and Exhibits. |
| 5.1 |
|
Opinion of Cyruli Shanks & Zizmor, LLP |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 10.1 |
|
Form of Securities Purchase Agreement. |
| 10.2 |
|
Placement Agency Agreement, dated August 26, 2026, between Greenland Mines Ltd and A.G.P./Alliance Global Partners. |
| 23.1 |
|
Consent of Cyruli Shanks & Zizmor, LLP (included in Exhibit 5.1) |
| 99.1 |
|
Launch Press Release dated August 25, 2026. |
| 99.2 |
|
Pricing Press Release dated August 26, 2026. |
| 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: August 27, 2026 |
GREENLAND MINES LTD. |
| |
|
|
| |
By: |
/s/ Joseph Sinkule |
| |
Name: |
Joseph Sinkule |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Greenland
Mines Announces Proposed Public Offering
CHARLOTTE,
N.C., Aug. 25, 2026 (GLOBE NEWSWIRE) -- via IBN – Greenland Mines Ltd (Nasdaq: GRML) (“Greenland Mines” or the “Company”),
a Western-aligned critical minerals developer, today announced that it intends to offer shares of its common stock (or common stock equivalents
in lieu thereof) in a public offering. All of the securities to be sold in the offering are to be offered by Greenland Mines. The offering
is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to
the actual size or terms of the offering.
A.G.P./Alliance
Global Partners is acting as the sole placement agent for the offering.
The
Company currently intends to use the net proceeds from the offering together with its existing cash and cash equivalents to fund the
acquisition of the Sarfartoq Nd-Pr Rare Earth Element Project, working capital and other general corporate purposes.
The
securities will be offered pursuant to an effective shelf registration statement on Form S-3 (File No. 333-288533), including a base
prospectus, filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 7, 2025, and declared effective by
the SEC on July 25, 2025. A preliminary prospectus supplement will be filed with the SEC and will be available on the SEC’s website
at www.sec.gov. Copies of the preliminary prospectus supplement and accompanying base prospectus, when available, may be obtained from
A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at
prospectus@allianceg.com.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities being offered, nor shall there
be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction.
About
Greenland Mines Ltd
Greenland
Mines Ltd is a Nasdaq-listed company with two operating divisions: (1) Mining, focused on the exploration and development of the Skaergaard
Project in southeast Greenland and, subject to closing of the previously announced transaction, the Sarfartoq neodymium-praseodymium
(Nd-Pr) rare earths project in southwest Greenland; and (2) Biotech, including Klotho’s KLTO-202 primary indication for ALS. The Company’s
strategy is centered on building a multi-asset platform with exposure to rare earth magnet materials, precious metals, and select midstream
processing opportunities, while advancing its broader North Atlantic Critical Metals Corridor vision linking Greenland resources with
allied downstream jurisdictions and industrial infrastructure.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking
statements are often identified by words such as “believe,” “expect,” “anticipate,” “intend,”
“plan,” “potential,” “could,” “may,” “will,” “should,” “estimate”
and similar expressions. These forward-looking statements include, but are not limited to, statements regarding (i) the closing of the
previously announced acquisition of NNSR; (ii) the timing and outcome of the Sarfartoq exploration license transfer and related governmental
approvals; (iii) the Company’s plans to advance an updated Initial Assessment for Sarfartoq; (iv) the anticipated benefits of the hybrid
mining scenario and the Project’s development pathway; and (v) the Company’s broader strategy and activities in Greenland.
Forward-looking
statements are predictions, projections and other statements about future events that are based on current expectations and assumptions
and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the
forward-looking statements in this press release, including, but not limited to, risks and uncertainties related to: risks associated
with market conditions and the satisfaction of customary closing conditions related to the proposed offering and uncertainties related
to the size, timing, completion, and use of proceeds from the proposed offering, the Company’s ability to successfully complete the previously
announced acquisition of Sarfartoq; the timing, outcome and requirements of governmental and regulatory processes in Greenland, including
approval under Section 69 of the Greenland Mineral Activities Act; the Company’s ability to obtain necessary approvals and third-party
consents; exploration, development and metal price risks; the Company’s ability to implement its broader business plans and meet or exceed
its financial or operational projections; and other risks and uncertainties described in the documents filed or to be filed by the Company
with the U.S. Securities and Exchange Commission (the “SEC”) from time to time. Mineral resource estimates are not mineral
reserves and do not have demonstrated economic viability; there is no guarantee that any part of the mineral resources described in this
release will be converted to mineral reserves.
Readers
should carefully consider the foregoing factors and the other risks and uncertainties described in the Company’s filings with the SEC.
All information provided in this press release is as of the date of this press release, and the Company undertakes no obligation to update
any forward-looking statement, except as required under applicable law.
Investor
Contact and Corporate Communications:
ir@greenlandmines.com
Website:
www.greenlandmines.com
Corporate
Communications:
IBN
Austin,
Texas
IBN.Ai
512.354.7000
Office
Editor@IBN.Ai
Exhibit 99.2
Greenland Mines Announces Pricing of $20 Million
Public Offering
CHARLOTTE, N.C., Aug. 26, 2026 (GLOBE NEWSWIRE)
-- via IBN – Greenland Mines Ltd (Nasdaq: GRML) (“Greenland Mines” or the “Company”), a Western-aligned critical
minerals developer, today announced the pricing of its previously announced public offering with new and existing mining-focused institutional
investors for the purchase and sale of 4,000,000 shares of its common stock (or common stock equivalents in lieu thereof) in a public
offering for aggregate gross proceeds of approximately $20 million before deducting placement agent fees and other offering expenses.
The closing of the offering is expected to occur
on or about August 27, 2026, subject to the satisfaction of customary closing conditions. The Company currently intends to use the net
proceeds from the offering to fund the acquisition of the Sarfartoq Nd-Pr Rare Earth Element Project, working capital and other general
corporate purposes.
A.G.P./Alliance Global Partners acted as the sole
placement agent for the offering.
The securities are being offered pursuant to an
effective shelf registration statement on Form S-3 (File No. 333-288533), including a base prospectus, filed with the U.S. Securities
and Exchange Commission (the “SEC”) on July 7, 2025, and declared effective by the SEC on July 25, 2025. A preliminary prospectus
supplement related to the offering has been filed with the SEC and is available on the SEC’s website at www.sec.gov. Copies of the
final prospectus supplement and accompanying base prospectus, when available, may be obtained from A.G.P./Alliance Global Partners, 590
Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy the securities being offered, nor shall there be any sale of these securities in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
About Greenland Mines Ltd
Greenland Mines Ltd is a Nasdaq-listed company
with two operating divisions: (1) Mining, focused on the exploration and development of the Skaergaard Project in southeast Greenland
and, subject to closing of the previously announced transaction, the Sarfartoq neodymium-praseodymium (Nd-Pr) rare earths project in southwest
Greenland; and (2) Biotech, including Klotho’s KLTO-202 primary indication
for ALS. The Company’s strategy is centered on building a multi-asset platform with exposure to rare earth magnet materials, precious
metals, and select midstream processing opportunities, while advancing its broader North Atlantic Critical Metals Corridor vision linking
Greenland resources with allied downstream jurisdictions and industrial infrastructure.
Forward-Looking Statements
This press release contains forward looking statements
within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward looking statements are often identified by words
such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “potential,”
“could,” “may,” “will,” “should,” “estimate” and similar expressions. These forward-looking
statements include, but are not limited to, statements regarding (i) the closing of the previously announced acquisition of NNSR; (ii)
the timing and outcome of the Sarfartoq exploration license transfer and related governmental approvals; (iii) the Company’s plans to
advance an updated Initial Assessment for Sarfartoq; (iv) the anticipated benefits of the hybrid mining scenario and the Project’s development
pathway; and (v) the Company’s broader strategy and activities in Greenland.
Forward-looking statements are predictions, projections
and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press
release, including, but not limited to, risks and uncertainties related to: risks associated with market conditions and the satisfaction
of customary closing conditions related to the proposed offering and uncertainties related to the size, timing, completion, and use of
proceeds from the proposed offering, the Company’s ability to successfully complete the previously announced acquisition of Sarfartoq;
the timing, outcome and requirements of governmental and regulatory processes in Greenland, including approval under Section 69 of the
Greenland Mineral Activities Act; the Company’s ability to obtain necessary approvals and third-party consents; exploration, development
and metal price risks; the Company’s ability to implement its broader business plans and meet or exceed its financial or operational projections;
and other risks and uncertainties described in the documents filed or to be filed by the Company with the U.S. Securities and Exchange
Commission (the “SEC”) from time to time. Mineral resource estimates are not mineral reserves and do not have demonstrated economic
viability; there is no guarantee that any part of the mineral resources described in this release will be converted to mineral reserves.
Readers should carefully consider the foregoing
factors and the other risks and uncertainties described in the Company’s filings with the SEC. All information provided in this press
release is as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement, except
as required under applicable law.
Investor Contact and Corporate Communications:
ir@greenlandmines.com
Website: www.greenlandmines.com
Corporate Communications:
IBN
Austin, Texas
IBN.Ai
512.354.7000 Office
Editor@IBN.Ai
