Greenland Mines (NASDAQ: GRML) raises $3.75M in private stock placement

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Greenland Mines Ltd. completed a private placement of its common stock to institutional investors. The company issued 15,000,000 unregistered shares, generating approximately $3,750,000 in gross cash proceeds, providing additional funding for its operations or corporate purposes as determined by management.

The transaction was carried out under a Securities Purchase Agreement dated June 15, 2026 and relied on exemptions from SEC registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. The investors were accredited and the shares were sold without general solicitation or advertising.

Insights

Greenland Mines raised $3.75M through a discounted private stock sale exempt from SEC registration.

Greenland Mines Ltd. completed a private placement on June 18, 2026, issuing 15,000,000 common shares for gross proceeds of about $3,750,000. This is a direct equity raise, bringing cash into the company rather than creating new debt obligations.

The shares were sold to accredited investors under Section 4(a)(2) and Rule 506 of Regulation D, meaning they are restricted securities and were offered without general solicitation. Actual dilution depends on the company’s total shares outstanding, which is not detailed in this excerpt.

This kind of exempt private placement is a common capital-raising method for smaller Nasdaq-listed companies like GRML. Future filings may clarify how the new capital is deployed and how the additional shares affect ownership concentration and potential liquidity over time.

8-K Event Classification

2 items: 3.02, 9.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

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

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares issued: 15,000,000 shares Gross proceeds: $3,750,000 Transaction date: June 18, 2026 +2 more

5 metrics

Shares issued 15,000,000 shares Common stock issued in June 18, 2026 private placement

Gross proceeds $3,750,000 Aggregate gross proceeds from private placement

Transaction date June 18, 2026 Closing date of private placement

Agreement date June 15, 2026 Date of Securities Purchase Agreement

Exemption cited Section 4(a)(2), Rule 506 Securities Act and Regulation D exemptions used

Key Terms

private placement, Securities Purchase Agreement, Section 4(a)(2) of the Securities Act of 1933, Rule 506 of Regulation D, +1 more

5 terms

private placement financial

"On June 18, 2026, Greenland Mines Ltd. completed the private placement contemplated by that certain Securities Purchase Agreement"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

Securities Purchase Agreement financial

"completed the private placement contemplated by that certain Securities Purchase Agreement, dated June 15, 2026"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended"

Rule 506 of Regulation D regulatory

"and/or Rule 506 of Regulation D promulgated thereunder"

Rule 506 of Regulation D is a U.S. Securities and Exchange Commission exemption that lets companies sell securities privately without registering them with the SEC, similar to a private party invitation rather than a public auction. It matters to investors because it determines how much information they’ll receive, who can buy (accredited vs. non-accredited), whether public advertising is allowed, and how easily the investment can be resold — all factors that affect risk, transparency and liquidity.

accredited investors financial

"The Purchasers represented that they are “accredited investors” as defined in Rule 501(a) of Regulation D"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

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Understanding 8-K Material Events →

Available on EDGAR 06/25/2026 - 04:45 PM Accepted by SEC EDGAR 06/25/2026 - 04:45 PM

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): June 18, 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 3.02. Unregistered Sales of Equity Securities

On June 18, 2026, Greenland Mines Ltd. (the “Company”) completed the private placement contemplated by that certain Securities Purchase Agreement, dated June 15, 2026, by and among the Company and the purchasers named therein (the “Purchasers”). A copy of the Securities Purchase Agreement is included as Exhibit 10.1 to the Company’s Form 8-K filed on June 17, 2026.

At the closing of the private placement, the Company issued to the Purchasers an aggregate of 15,000,000 shares of the Company’s common stock. The sale of the common stock resulted in aggregate gross proceeds to the Company of approximately $3,750,000.

The issuance of the securities described above was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D promulgated thereunder. The Purchasers represented that they are “accredited investors” as defined in Rule 501(a) of Regulation D and that the securities were acquired for investment and not with a view to distribution. The securities were offered without general solicitation or advertising.

Item 9.01 Financial Statements and Exhibits.

Exhibits		Description
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: June 25, 2026	GREENLAND MINES LTD.

	By:	/s/ Joseph Sinkule
	Name:	Joseph Sinkule
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Greenland Mines Ltd. (GRML) announce in its June 18, 2026 Form 8-K?

Greenland Mines Ltd. disclosed it completed a private placement on June 18, 2026. The company issued 15,000,000 shares of common stock to accredited investors, raising approximately $3,750,000 in gross proceeds under a previously signed Securities Purchase Agreement.

How much capital did Greenland Mines Ltd. (GRML) raise in the June 2026 private placement?

Greenland Mines Ltd. raised approximately $3,750,000 in gross proceeds. This came from issuing 15,000,000 shares of common stock in a private placement to accredited investors, as described in the company’s Form 8-K dated June 18, 2026.

How many new shares did Greenland Mines Ltd. (GRML) issue in the June 2026 transaction?

The company issued 15,000,000 shares of its common stock in the private placement. These shares were sold to purchasers identified in a Securities Purchase Agreement dated June 15, 2026 and were not registered under the Securities Act.

Was the Greenland Mines Ltd. (GRML) June 2026 stock sale registered with the SEC?

No, the June 2026 stock sale was an unregistered private placement. Greenland Mines relied on exemptions from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, offering the securities only to accredited investors.

Who bought the shares in Greenland Mines Ltd.’s (GRML) June 2026 private placement?

The purchasers were accredited investors named in a Securities Purchase Agreement dated June 15, 2026. They represented that they acquired the Greenland Mines common stock for investment purposes and not with a view to distribution.

On what terms was Greenland Mines Ltd. (GRML) June 2026 private placement conducted?

The private placement closed on June 18, 2026 under a June 15, 2026 Securities Purchase Agreement. Greenland Mines issued 15,000,000 unregistered common shares for about $3,750,000 in gross proceeds, without general solicitation or advertising, to accredited investors.

Filing Exhibits & Attachments

4 documents

Greenland Mines (NASDAQ: GRML) raises $3.75M in private stock placement

Rhea-AI Filing Summary

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