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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 21, 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
On September 23, 2026, Greenland Mines Ltd. (the “Company”)
entered into agreements, including a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors,
pursuant to which the Company agreed to sell and issue, in a direct registered offering (the “Offering”), (i) an aggregate
of 1,765,420 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 1,434,580 shares of Common
Stock (the “Pre-Funded Warrant Shares”), one share of Common Stock, at an offering price of $12.00 per share of Common Stock
or 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 $38.4 million, after 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, for its Greenland mining operations, general corporate uses and
for other working capital purposes. Please see “Use of Proceeds” on page S-8 of the prospectus supplement.
The Offering is expected to close on or about September 24, 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.
The foregoing descriptions of the Purchase Agreement and the Pre-Funded
Warrant 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, are filed herewith as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K and are
incorporated by reference herein.
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.
Also, on September 21, 2026, the Company amended its private warrants
issued on March 2, 2026, as described in the Company’s Form 8-K filing dated February 19, 2026 to change the post-reverse split
exercise price for the warrants to $5.00 per share. The form of private warrant is attached as Exhibit 4.1 to the Company’s Form
8-K filing dated February 19, 2026.
Item 9.01 Financial Statements and Exhibits.
| Exhibits |
|
Description |
| 4.1 |
|
Form of Pre-Funded Warrant. |
| 5.1 |
|
Opinion
of Cyruli Shanks & Zizmor, LLP |
| 10.1 |
|
Form
of Securities Purchase Agreement. |
| 23.1 |
|
Consent
of Cyruli Shanks & Zizmor, LLP (included in Exhibit 5.1) |
| 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 23, 2026 |
GREENLAND MINES LTD. |
| |
|
|
| |
By: |
/s/ Joseph Sinkule |
| |
Name: |
Joseph Sinkule |
| |
Title: |
Chief Executive Officer |
