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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):
July 22, 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 July 21, 2026, the board of directors (the “Board of Directors”)
of Greenland Mines Ltd. (the “Company”) declared a dividend of one right (a “Right”) for each outstanding share
of Common Stock, par value $0.0001 per share of the Company (the “Common Shares”). The dividend is payable on August 7, 2026
to stockholders of record as of the close of business on that date (the “Record Date”). Each Right, once exercisable, entitles
the registered holder of Common Shares to purchase from the Company one (1) Common Share, at a price of $0.75, subject to certain adjustments
(the “Exercise Price”).
The description and terms of the Rights are set forth in a Stockholder
Rights Agreement, dated as of July 22, 2026 (as it may be amended from time to time, the “Rights Agreement”) by and between
the Company and Continental Stock Transfer and Trust, as rights agent (the “Rights Agent”).
The following description of the terms of the Rights Agreement does
not purport to be complete and is qualified in its entirety by reference to the full text of the Rights Agreement, including the exhibits
thereto, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.
Distribution and Exercise of Rights; Distribution Date and Expiration
Date
Subject to the terms and conditions of the Rights Agreement, the Rights
will be issued in respect of all Common Shares outstanding on the Record Date, and in respect of all Common Shares issued after the Record
Date and prior to the earliest to occur of the Distribution Date (as defined below) and the Expiration Date (as defined below). In addition,
following the Distribution Date and prior to the Expiration Date, the Company may issue Rights in respect of any voting shares of the
Company issued or sold pursuant to any of the following, to the extent already existing or outstanding prior to the Distribution Date:
the exercise of stock options, under any employee plan or arrangement, upon the exercise, conversion or exchange of securities, notes
or debentures issued by the Company or pursuant to contractual obligations of the Company.
The Rights are not exercisable until the Distribution Date and will expire
upon the close of business on the earliest to occur of: (i) July 22, 2027, (ii) the date on which the rights are redeemed or exchanged
by the Board of Directors in accordance with the Rights Agreement or (iii) the date of the Company’s 2027 annual meeting of stockholders
if requisite stockholder approval of the Rights Agreement is not obtained at such meeting (such date, the “Expiration Date”).
Subject to certain exceptions specified in the Rights Agreement, the Rights will separate from the Common Shares and become exercisable
upon the close of business on the day (the “Distribution Date”) which is the earlier to occur of (i) the tenth (10th) business
day following a public announcement that a person or group of affiliated or associated persons (subject to certain exceptions set forth
in the Rights Agreement) has acquired beneficial ownership of 15% or more of the outstanding Common Shares (an “Acquiring Person”)
and (ii) the tenth (10th) business day (or such later date as may be determined by the Board of Directors prior to such time as any person
or group of affiliated or associated persons becomes an Acquiring Person) after the date of the commencement of, or the first public announcement
of the intention to commence, by any person (other than an Exempt Person, as defined in the Rights Agreement) a tender or exchange offer,
the consummation of which would result in such person or group of affiliated or associated persons becoming an Acquiring Person. For purposes
of calculating beneficial ownership under the Rights Agreement, certain synthetic interests in securities created by derivative positions
are treated as beneficial ownership of the number of Common Shares equivalent to the economic exposure created by the derivative security.
Transfer of Rights Prior to the Distribution Date; Right Certificates
Prior to the Distribution Date, the Rights will not be represented
by a separate certificate, and will be evidenced by the certificate or book-entry account, as applicable, representing record ownership
of the associated Common Shares. Until the earlier of the Distribution Date and the Expiration Date, any new Common Share certificate
(the “Share Certificates”) issued after the Record Date will, in each case, contain a legend incorporating the Rights Agreement
by reference. Notice of such legend will also be provided to holders of any new uncertificated Common Shares.
The Rights Agreement provides that, prior to the Distribution Date
(or the earlier occurrence of the Expiration Date), the Rights will be transferrable only together with the transfer of the Common Shares.
During such period, the surrender for transfer of any Share Certificates (or the effectuation of a book-entry transfer of Common Shares)
will also constitute the transfer of the Rights associated with such Common Shares, as applicable, represented thereby. As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders
of record of the Common Shares, as of the close of business on the Distribution Date, and such separate certificates alone will evidence
the Rights from and after the Distribution Date. The Company and the Rights Agent may from time to time amend the Rights Agreement to
provide for uncertificated Rights in addition to or in place of Rights evidenced by Rights Certificates.
Shares Purchasable Upon Exercise of Rights
After the Distribution Date, each Right (other than Rights beneficially
owned by an Acquiring Person and certain affiliates, associates and transferees thereof, whose Rights will have become null and void)
will entitle the holder to purchase, upon payment of the Exercise Price, one (1) Common Share (subject to certain anti-dilution adjustments
set forth in the Rights Agreement and described below).
Anti-Dilution
The Exercise Price, the number of outstanding Rights and the number
of Common Shares issuable upon exercise of the Rights are subject to certain adjustments from time to time to prevent dilution in the
event of a stock dividend on, stock split affecting or a subdivision or combination of, or a reclassification of, the Common Shares, or
if a person or group becomes an Acquiring Person. With certain exceptions, no adjustment in the Exercise Price will be required until
cumulative adjustments require an adjustment, upward or downward, of at least 1% in such Exercise Price. Consequences of a Person or Group
Becoming an Acquiring Person Flip-In Trigger. In the event that a person or group becomes an Acquiring Person, each Right (other than
Rights beneficially owned by an Acquiring Person and certain affiliates, associates and transferees thereof, whose Rights will have become
null and void), will thereafter entitle the holder to purchase (in lieu of acquiring one (1) Common Share), upon payment of the Exercise
Price, a number of Common Shares having a fair market value (determined pursuant to the Rights Agreement) equal to approximately two (2)
times the Exercise Price in accordance with the terms of the Rights Agreement. Flip-Over Trigger. In the event that, after the time that
a person or group becomes an Acquiring Person, the Company is acquired in a merger or other business combination (in which any Common
Shares are changed into or exchanged for other securities or assets) or more than fifty percent (50%) of the consolidated assets or earning
power of the Company and its subsidiaries are sold, proper provision will be made so that each holder of record of a Right (other than
Rights beneficially owned by an Acquiring Person and certain affiliates, associates and transferees thereof, whose Rights will have become
null and void) will thereafter have the right to receive, upon exercise of the Right, that number of shares of common stock of the Principal
Party (as such term is defined in the Rights Agreement) having a fair market value at the time of such transaction determined in accordance
with the Rights Agreement equal to approximately two (2) times the Exercise Price. Exchange of Rights. At any time after any person or
group becomes an Acquiring Person (but prior to the acquisition by such person or group of fifty percent (50%) or more of the outstanding
Common Shares), the Board of Directors may exchange the Rights (other than Rights owned by such person or group which will have become
null and void), in whole or in part, at an exchange ratio of one (1) Common Share for each Right (subject to adjustment to reflect any
stock split, stock dividend or similar transaction occurring after the date of the Rights Agreement) in accordance with the Rights Agreement.
Redemption of Rights
The Rights are redeemable by the Board of Directors (in its sole discretion)
at any time prior to a person or group becoming an Acquiring Person. The Board of Directors must redeem all outstanding Rights, at a redemption
price of $0.0001 per Right, subject to adjustment for stock dividends, subdivisions, splits, combinations or consolidations with respect
to the Common Shares (the “Redemption Price”) payable, at the option of the Company, in cash, Common Shares. The right to
exercise the Rights will terminate immediately upon the effective time of the redemption, and thereafter the only right of the holders
of Rights will be to receive the Redemption Price.
No Rights of Holders as a Stockholder
Until a Right is exercised, the holder, in their capacity as such,
will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends or to be
deemed (or have the rights of a) holder of Common Shares or other securities that may at any time be issuable upon exercise thereof. Amendments
For as long as the Rights are then redeemable, the Company may amend the Rights Agreement in any manner without the approval of any holders
of the Rights. After the Rights are no longer redeemable, the Company may amend the Rights Agreement (other than the Redemption Price
or in a manner that would cause the Rights to again become redeemable) without the approval of any holders of the Rights so long as amendment
does not materially adversely affect the interests of the holders of Rights (other than an Acquiring Person or any other person in whose
hands Rights have become null and in accordance with the Rights Agreement).
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference.
Item 8.01 Other Events.
On July 23, 2026, the Company issued a press release announcing the
adoption of the Rights Agreement and the declaration of the dividend of the Rights. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
This Form 8-K contains forward-looking statements.
These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These
forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely result,”
and similar expressions. Without limiting the generality of the foregoing, the forward-looking statements in this press release include
descriptions of the Company’s future commercial operations. 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, such as the Company’s
inability to implement its business plans, identify and realize additional opportunities, or meet or exceed its financial projections
and changes in the regulatory or competitive environment in which the Company operates. You should carefully consider the foregoing factors
and the 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, which could cause actual events and results to differ materially from those contained
in the forward-looking statements. Copies of these documents are available on the SEC’s website, www.sec.gov. All information provided
herein 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.
Item 9.01 Financial Statements and Exhibits.
| Exhibits |
|
Description |
| 4.1 |
|
Stockholder Rights Agreement, dated as of July 22, 2026, by and
between Greenland Mines Ltd. and Continental Stock Transfer and Trust, as Rights Agent |
| 99.1 |
|
Press Release |
| 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: July 23, 2026 |
GREENLAND MINES LTD |
| |
|
|
| |
By: |
/s/ Joseph Sinkule |
| |
Name: |
Joseph Sinkule |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Greenland Mines Announces Limited-Duration Stockholder
Rights Plan Intended to Protect Shareholder Value
CHARLOTTE, N.C., July 22, 2026 – via IBN – Greenland
Mines Ltd (“Greenland Mines” or the “Company”) announces that its Board of Directors has approved the adoption
of a limited-duration stockholder rights plan, effective July 22, 2026, to protect the interests of the Company and its stockholders.
The Board adopted the rights plan to ensure that all stockholders receive
full and fair value in connection with any proposal to acquire the Company or any effort to obtain control of the Company. The rights
plan is intended to protect stockholders from coercive or otherwise unfair takeover tactics, including the accumulation of a control or
blocking position through open-market purchases or derivative positions without payment of an appropriate control premium, and to provide
the board with time to make informed decisions in the best interests of the company and its stockholders. The rights plan is effective
immediately and will expire in one year.
The rights plan leaves open all paths to create stockholder value
Dr. Joseph Sinkule, Chairman and Chief Executive Officer, commented:
“The Board is committed to acting in the best interests of all Greenland Mines stockholders. The rights plan safeguards stockholders’
ability to receive appropriate value for their investment and ensures that the Board has adequate time to evaluate any proposal or accumulation
of shares in a thoughtful and orderly manner. It does not prevent the Board from considering or accepting an offer that the board determines
is fair and in the best interests of stockholders.”
About the rights plan
Pursuant to the rights plan, the company will issue, by means of a
dividend, one right for each outstanding common share of the company to stockholders of record as of the close of business on August 7,
2026. Initially, the rights will not be exercisable and will trade with, and be represented by, the company’s common shares.
The rights plan is effective immediately and has a one-year duration,
expiring on July 22, 2027, unless earlier redeemed or exchanged by the board, or earlier terminated if stockholder approval of the rights
plan has not been obtained at the company’s 2027 annual meeting of stockholders.
Under the rights plan, the rights generally become exercisable only
if a person or group (each, an “acquiring person”) acquires beneficial ownership of 15% or more of the outstanding common
shares. In that situation, each holder of a right (other than the acquiring person and its affiliates, associates and certain transferees,
whose rights will become null and void and will not be exercisable) will be entitled to purchase, at the then-current exercise price of
$0.75 per right, additional common shares of the company having a market value of approximately two times the exercise price — effectively
a 50% discount to the then-current market price. In addition, if the company is acquired in a merger or other business combination, or
more than 50% of its consolidated assets or earning power is sold, after a person or group becomes an acquiring person, each holder of
a right will be entitled to purchase, at the then-current exercise price, shares of the acquiring company’s common stock having a market
value of approximately two times the exercise price.
For purposes of calculating beneficial ownership under the rights plan,
certain synthetic interests created by derivative positions are treated as beneficial ownership of the number of common shares equivalent
to the economic exposure created by the derivative security, whether such shares would be deemed beneficially owned under federal securities
laws.
The Board may, at its option, exchange each right (other than rights
owned by an acquiring person that have become void), in whole or in part, at an exchange ratio of one common share per outstanding right,
subject to adjustment. The board may also redeem the rights at $0.0001 per right at any time prior to a person or group becoming an acquiring
person.
If a person or group beneficially owned 15% or more of the outstanding
common shares prior to the company’s announcement of the adoption of the rights plan, that person’s or group’s existing ownership position
is grandfathered, although, with certain exceptions, the rights will become exercisable if at any time after the announcement such person
or group increases its ownership of common shares by 0.20% or more of the outstanding common shares.
The rights plan is similar to plans adopted by numerous other publicly
traded companies. The adoption of the rights plan is not intended to prevent, and will not prevent, any offer or acquisition proposal
that the board determines to be fair, advisable and in the best interests of the company’s stockholders.
Additional details regarding the rights plan are contained in the Registration
Statement on Form 8-A filed by the company with the U.S. Securities and Exchange Commission on July 23, 2026, and in a Current Report
on Form 8-K dated July 23, 2026.
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 safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements
can be identified by words such as “believe,” “anticipate,” “intend,” “expect,” “estimate,”
“could,” “should,” “outlook,” “guidance,” and similar references to future periods. Forward-looking
statements in this press release include, among others, statements regarding the intended effects, duration and operation of the rights
plan. Forward-looking statements are neither historical facts nor assurances of future performance and are based only on management’s
current beliefs, expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent risks,
uncertainties and changes in circumstance that are difficult to predict and many of which are outside of the company’s control, and actual
results may differ materially from those indicated in the forward-looking statements. Important factors that could cause actual results
to differ materially include, among others, the factors described in the “Risk Factors” section of the company’s most recent
Annual Report on Form 10-K and subsequent filings with the SEC. Any forward-looking statement made in this press release speaks only as
of the date on which it is made, and the company undertakes no obligation to publicly update any forward-looking statement, whether as
a result of new information, future developments or otherwise, except as required by law.
Investor Contact and Corporate Communications:
ir@greenlandmines.com
Website:
www.greenlandmines.com
