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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 10, 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 |
| 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
8.01 Other Events.
As
previously reported, on June 12, 2025 (the “Closing Date”) Hycroft Mining Holding Corporation (the
“Company”) sold an aggregate of 12,500,000 units (the “Units”) at a public offering price of $3.50 per Unit
(the “Offering”), each Unit consisting of one share of Class A Common stock (hereinafter, “common stock”) of
the Company and one-half of one common stock purchase warrant (each whole warrant, a “Warrant”), each Warrant
exercisable to purchase one share of common stock of the Company at a price of $4.20 per share, pursuant to that certain
Underwriting Agreement, dated as of June 12, 2025 (the “Underwriting Agreement”), between the Company and BMO Capital
Markets and Paradigm Capital Inc., which acted as joint book-running managers for the offering (the “Underwriters”). In
addition, pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an
additional 1,875,000 Units, shares of common stock and/or Warrants, at the Underwriters’ discretion (the “Over-Allotment
Option”). On June 13, 2025, the Underwriters partially exercised their Over-Allotment Option to purchase 937,500
Warrants.
On July 10, 2025, the Underwriters partially exercised
their Over-Allotment Option with respect to an additional 1,324,117 shares of the Company’s common stock, which closed on July 11, 2025.
After giving effect to the exercise of the Over-Allotment Option, the
total number of common shares sold by the Company in the public offering increased to 13,824,117 shares and warrants issued increased
to 7,187,500. The net proceeds increased to $45,030,351.06, after deducting underwriting discounts and before deducting estimated expenses
payable by the Company.
The
securities described above were offered and issued 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 June 12, 2025.
The Company issued a press release announcing
the exercise and closing of the Over-Allotment Option on July 14, 2025. A copy of the press release is furnished as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated by reference herein.
The information
included in Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly
set forth by specific reference in such a filing.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press release, dated July 14, 2025 |
| 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:
July 15, 2025 |
Hycroft
Mining Holding Corporation |
| |
|
|
| |
By: |
/s/
Rebecca A. Jennings |
| |
|
Rebecca
A. Jennings |
| |
|
Senior
Vice President and General Counsel |
