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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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 reported): June 8, 2026
HYCROFT
MINING HOLDING CORPORATION
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-38387 |
|
82-2657796 |
(State
or other jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
Number) |
P.O.
Box 3030
Winnemucca,
Nevada 89446
(Address
of principal executive offices)
(775)
304-0260
(Registrant’s
telephone number, including area code)
N/A
(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 (see General Instruction A.2.):
| ☐ |
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 |
| Class
A common stock, par value $0.0001 per share |
|
HYMC |
|
The
Nasdaq Stock Market LLC |
| Warrants
to purchase Common Stock |
|
HYMCW |
|
The
Nasdaq Stock Market LLC |
| Warrants
to purchase Common Stock |
|
HYMCL |
|
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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
June 8, 2026, Hycroft Mining Holding Corporation (the “Company”) entered into an Employment Agreement, dated June 8, 2026,
with Eric B. Colby, the Company’s Executive Vice President, Corporate Development and Investor Relations (the “Agreement”).
Mr.
Colby joined the Company in April 2026. He is an accomplished senior mining executive who brings a combination of operational leadership,
capital markets expertise, and transaction experience. He has nearly two decades of experience across large-scale mine development, complex
joint ventures, and operating businesses, and has executed more than $20 billion in public and private transactions. His background integrates
corporate development, investor relations, and operations, providing a disciplined approach to capital allocation, project development
and long-term value creation. Mr. Colby spent 15 years with Newmont Corporation, where he held roles of increasing responsibility across
corporate development, investor relations, finance, and operations in South America. Most recently, from 2021 through 2025, he served
as Vice President, Operations at Magris Performance Materials, where he was responsible for a diversified portfolio of mines and processing
operations across the U.S. and Canada.
Pursuant
to the terms of the Agreement, Mr. Colby agreed to serve as the Company’s Executive Vice President, Corporate Development and Investor
Relations in exchange for an annual base salary of $450,000 and an annual cash incentive bonus set at 80% of his annual base salary as
the target, with bonus payments ranging from 0% to 200% of the target, based upon specific individual and corporate performance metrics
to be determined from time to time by the Board or the Compensation Committee. Mr. Colby is also eligible to participate in any equity-based
compensation plans established or maintained by the Company for its senior officers. Mr. Colby is an at-will employee whose employment
may be terminated by the Company or by Mr. Colby at any time, for any or no reason.
Termination
Payment Terms
The
Agreement contain provisions entitling Mr. Colby to payments upon termination of his employment in certain circumstances, as described
below.
Termination
of Employment for any Reason
Pursuant
to the Employment Agreement, in the event Mr. Colby’s employment with the Company terminates for any reason, he (or his estate,
as applicable) will be entitled to receive any earned but unpaid base salary, any earned but unpaid annual cash incentive bonus, any
amounts that may be payable under any applicable executive benefit plan, expense reimbursements and COBRA benefits provided that a timely
election for COBRA continuation coverage is made and the applicable amounts are paid.
Termination
of Employment other than for Cause or Voluntary Termination by Executive for Good Reason
If
the Company terminates Mr. Colby’s employment without Cause (as hereinafter defined), or he terminates his employment for Good
Reason (as hereinafter defined), he will be entitled to (i) a cash amount equal to 1.5 multiplied by his annual base salary, payable
in equal instalments over the 18 months following the date of termination; and (ii) 18 months of continued coverage under the Company’s
medical, dental, life and disability plans, at the same cost as in effect on the date of his termination.
Termination
of Employment in the Event of Death or Disability
If
the employment of Mr. Colby with the Company is terminated due to his death or disability, in addition to amounts payable and benefits
provided as described under “Termination of Employment for any Reason” above, he (or his estate, as applicable) will be entitled
to receive the pro rata portion of any bonus payable to him under the Company’s annual cash incentive plan for the year in which
such termination for death or disability occurs determined based on the actual bonus attained for the fiscal year in which such termination
occurs.
Termination
of Employment after a Change in Control
If
within 90 days prior to, or one year after, a Change in Control (as hereinafter defined), the Company terminates the employment of Mr.
Colby for reasons other than for Cause, he incurs a Disability (as hereinafter defined) or voluntarily terminates his employment for
Good Reason, he will be entitled to (i) a cash amount equal to 2.0 multiplied by his annual base salary, payable in a lump sum on the
60th day following the date of termination, (ii) a cash amount equal to 2.0 multiplied by the greater of (A) the actual bonus paid for
the fiscal year immediately preceding the date of termination, (B) the actual bonus attained for the fiscal year in which the date of
termination occurs prior to the first anniversary of the employment agreement, or (C) the target bonus for the fiscal year in which the
date of termination occurs prior to the first anniversary of the agreement, payable in a lump sum on the 60th day following the date
of termination, and (iii) 24 months of continued coverage under the Company’s medical, dental, life and disability plans, at the
same cost to him as in effect on the date of the Change in Control (or, if lower, as in effect at any time thereafter).
Common
Defined Terms Used in Agreement
For
purposes of the Agreement, the terms “Cause,” “Change in Control,” “Disability,” and “Good
Reason” have the following definitions:
The
term “Cause” shall mean that one or more of the following has occurred:
| |
(i) |
the executive is convicted
of a felony or pleads guilty or nolo contendere to a felony (whether or not with respect to the Company or any of its affiliates); |
| |
|
|
| |
(ii) |
a failure of the executive
to substantially perform his responsibilities and duties to the Company which, to the extent curable, is not remedied within 10 days
after the executive’s receipt of written notice given by the appropriate senior officer or any member of the Board, as applicable,
identifying the failure in reasonable detail and granting the executive an opportunity to cure such failure within such 10-day period; |
| |
|
|
| |
(iii) |
the failure of the executive
to carry out or comply with any lawful and reasonable directive of the Board (or any committee of the Board), which, to the extent
curable, is not remedied within 10 days after the executive’s receipt of written notice given by or on behalf of the Company
identifying the failure in reasonable detail and granting the executive an opportunity to cure such failure within such 10-day period; |
| |
|
|
| |
(iv) |
the executive engages in
illegal conduct, any breach of fiduciary duty (if any), any act of material dishonesty or other misconduct, in each case in this clause
(iv), against the Company or any of its affiliates; |
| |
|
|
| |
(v) |
a material violation or willful
breach by the executive of any of the policies or procedures of the Company, including, without any limitation, any employee manual,
handbook or code of conduct of the Company which, to the extent curable, is not remedied within 10 days after the executive’s
receipt of written notice given by or on behalf of the Company identifying the violation or breach in reasonable detail and granting
the Executive an opportunity to cure such violation or breach within such 10 day period; |
| |
|
|
| |
(vi) |
the executive fails to meet
any material obligation the executive may have under any agreement entered into with the Company which, to the extent curable, is not
remedied within 10 days after the executive’s receipt of written notice given by any member of the Company identifying the failure
in reasonable detail and granting the executive an opportunity to cure such failure within such 10-day period; |
| |
|
|
| |
(vii) |
the executive’s failure
to maintain any applicable license, permit or card required by the federal or state authorities or a political subdivision or agency
thereof (or the suspension, revocation, or denial of such license, permit or card); or |
| |
|
|
| |
(viii) |
the executive’s breach
of any non-compete, non-solicit, confidentiality or other restrictive covenant to which the executive may be subject, pursuant to an
employment agreement or otherwise. |
The
term a “Change in Control” of the Company will be deemed to occur as of the first day that one or more of the following conditions
is satisfied:
| |
(i) |
The “beneficial ownership”
(as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of securities representing
more than 50% of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the
election of directors (“Company Voting Securities”), is accumulated, held or acquired by a “Person” (as defined
in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof) (other than the Company, any trustee
or other fiduciary holding securities under an employee benefit plan of the Company, holders of capital stock of the Company as of
the date hereof or a subsidiary thereof, any corporation owned, directly or indirectly, by the Company’s stockholders in substantially
the same proportions as their ownership of stock of the Company); provided, however, that any acquisition from the Company or any acquisition
pursuant to a transaction that complies with clauses (A), (B) and (C) of clause (iii) below will not be a Change in Control; provided
further, that immediately prior to such accumulation, holding or acquisition, such Person was not a direct or indirect beneficial owner
of 15% or more of Company Voting Securities as of the date of the applicable employment agreement; or |
| |
|
|
| |
(ii) |
Individuals who, as of the
date of the respective Agreement, constitute the Board, or “Incumbent Board”, cease for any reason to constitute at least
a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising
the Incumbent Board will be considered as though such individual were a member of the Incumbent Board; or |
| |
|
|
| |
(iii) |
Consummation by the Company
of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the assets of the Company
or the acquisition of assets or stock of another entity, or “Business Combination”, in each case, unless immediately following
such Business Combination: (A) more than 50% of the combined voting power of then outstanding voting securities entitled to vote generally
in the election of directors of (x) the corporation resulting from such Business Combination, or “Surviving Corporation”,
or (y) if applicable, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company’s
assets either directly or through one or more subsidiaries, or “Parent Corporation”, is represented, directly or indirectly
by Company Voting Securities outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares
into which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders
thereof is in substantially the same proportions as their ownership, immediately prior to such Business Combination, of Company Voting
Securities; (B) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from
such Business Combination) beneficially owns, directly or indirectly, 40% or more of the combined voting power of the then outstanding
voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation)
except to the extent that (x) such ownership of the Company existed prior to the Business Combination or (y) that immediately prior
to such Business Combination, such Person was a direct or indirect beneficial owner of 15% or more of the Company Voting Securities
as of the date of the respective employment agreement, and (C) at least a majority of the members of the board of directors of the
Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) were members of the Incumbent Board at the time
of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination. |
Notwithstanding
anything to the contrary in the foregoing, in no event will a Change in Control be deemed to have occurred with respect to the executive
if the executive is part of a purchasing group that consummates the Change in Control transaction. The executive will be deemed “part
of a purchasing group” for purposes of the preceding sentence if the executive is an equity participant in the purchasing company
or group (except (i) passive ownership of less than two percent of the stock of the purchasing company; or (ii) ownership of equity participation
in the purchasing company or group that is otherwise not significant, as determined prior to the Change in Control by a majority of the
nonemployee continuing directors.
The
term “Disability” means the executive’s long-term disability as defined by and determined under the Company’s
long-term disability plan, or if the executive is not covered by a long-term disability plan sponsored by the Company, then the executive’s
inability (as determined by the Board or compensation committee thereof in its discretion, (in the case of Mr. Colby, with the Board
or Compensation Committee acting reasonably)) to perform the essential job functions, with or without a reasonable accommodation.
The
term “Good Reason” means the occurrence of any of the following without the executive’s consent:
| |
(i) |
a material reduction or a
material adverse alteration in the nature of the executive’s position, responsibilities or authorities or the assigning of duties
to the executive that are materially inconsistent with those of the position of such executive of a company of comparable size in a
comparable industry; |
| |
|
|
| |
(ii) |
the executive’s becoming
the holder of a lesser office or title than that previously held; |
| |
|
|
| |
(iii) |
any material breach of the
applicable employment agreement by the Company that causes an adverse change to the terms and conditions of the executive’s employment; |
| |
|
|
| |
(iv) |
the Company requires the
executive to relocate his principal business office to a location not within 75 miles of the Employee’s principal office; |
| |
|
|
| |
(v) |
any reduction in the executive’s
salary, other than a reduction in salary generally applicable to executive employees; or |
| |
|
|
| |
(vi) |
failure of the Company to
pay the executive any amount otherwise vested and due under the applicable employment agreement or under any plan or policy of the
Company following written notice by the executive to the Company identifying the failure and the basis for such payment and the Company’s
failure to cure within 10 days following receipt of such written notice. |
In
no event will a resignation be deemed to occur for “Good Reason” unless the executive provides notice to the Company, and
such resignation occurs, within 90 days after the event or condition giving rise thereto. Upon receiving notice from the executive, the
Company has a period of 30 days during which it may remedy the event or condition.
The
above description of the Agreement is qualified in its entirety by reference to the complete text of the Agreement, a copy of which is
attached hereto as Exhibit 10.1, and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Employment Agreement, dated as of June 8, 2026, by and between the registrant and Eric Colby. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| |
Hycroft Mining Holding Corporation |
| |
|
|
| Dated:
June 10, 2026 |
By: |
/s/
Rebecca A. Jennings |
| |
|
Rebecca
A. Jennings |
| |
|
Senior
Vice President and General Counsel |
