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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): October 9, 2025
HYCROFT
MINING HOLDING CORPORATION
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-38387 |
|
82-2657796 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
P.O.
Box 3030
Winnemucca,
Nevada |
|
89446 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code (775) 304-0260
(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. below):
| ☐ |
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 |
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.
Underwriting
Agreement
On
October 9, 2025, Hycroft Mining Holding Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting
Agreement”) with BMO Capital Markets acting as the lead book-running manager, Paradigm Capital Inc., acting as book-running
manager, and Cormark Securities Inc. acting as co-manager (the “Underwriters”), in connection with its previously
announced public offering (the “Public Offering”) of 23,076,924 shares (the “Shares”) of common stock
of the Company at a price of $6.50 per Share. In addition, the Company granted the Underwriters a 30-day option to purchase up to an
additional 3,295,076 Shares at the Underwriters’ discretion.
The
Public Offering was made pursuant to a Registration Statement (No. 333-279292) on Form S-3, which was filed by the Company with
the Securities and Exchange Commission on May 10, 2024, and declared effective on May 31, 2024, and the prospectus supplement filed on
October 10, 2025. SCP Resource Finance LP acted as a capital markets advisor to the Company.
On
October 9, 2025, the Underwriters exercised their over-allotment option to purchase 3,295,076 Shares. The Public Offering closed
on October 14, 2025, and the Company received net proceeds of $164,996,952.00, after deducting underwriting discounts and estimated
expenses payable by it in connection with the Public Offering. The Company intends to use the net proceeds to expand and accelerate
its exploration and drilling programs, supporting its strategy to unlock additional near-mine and district-scale potential at the Hycroft
Mine, and for general corporate and working capital needs, including the anticipated repayment or repurchase and elimination of our existing
debt obligations, which are expected to be retired at a discount.
The
Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended,
other obligations of the parties and termination provisions.
The
foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement attached hereto
as Exhibit 1.1 and is incorporated herein by reference.
Anthony,
Linder & Cacomanolis, PLLC, counsel to the Company, delivered an opinion as to legality of
the issuance and sale of the Shares in the Public Offering, a copy of which is attached hereto as Exhibit 5.1 and is incorporated
herein by reference.
Item
8.01 Other Events.
The
Company issued a press release on October 9, 2025, announcing the pricing of the Public Offering and issued a press release
on October 13, 2025, announcing the Underwriters’ exercise of the over-allotment option. Copies of the press releases are
attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit |
|
|
| Number |
|
Description |
| 1.1 |
|
Underwriting
Agreement, dated October 9, 2025, by and between Hycroft Mining Holding Corporation and BMO Capital Markets and Paradigm Capital
Inc. |
| 5.1 |
|
Opinion of Anthony, Linder & Cacomanolis, PLLC |
| 23.1 |
|
Consent of Anthony, Linder & Cacomanolis, PLLC (included in Exhibit 5.1) |
| 99.1 |
|
Press
Release dated October 9, 2025 announcing pricing of the Public Offering. |
| 99.2 |
|
Press
Release dated October 13, 2025 announcing exercise of over-allotment option. |
| 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 thereunto duly authorized.
| Date:
October 14, 2025 |
Hycroft
Mining Holding Corporation |
| |
|
|
| |
By: |
/s/
Rebecca A. Jennings |
| |
|
Rebecca
A. Jennings |
| |
|
Senior
Vice President and General Counsel |
