[8-K] Hycroft Mining Holding Corporation Reports Material Event

Rhea-AI Filing Summary

Hycroft Mining Holding Corporation (HYMC) filed a Form 8-K to disclose the partial exercise of the underwriters’ 30-day over-allotment option connected to its June 12, 2025 public offering of 12.5 million Units priced at $3.50 per Unit. Each Unit contains one share of Class A common stock and one-half warrant exercisable at $4.20.

• On June 13 2025, underwriters first exercised the option for 937,500 warrants.
• On July 10 2025, they further exercised for 1,324,117 additional common shares, closing July 11, 2025.

After these transactions, totals from the offering are now:

• 13,824,117 common shares sold
• 7,187,500 warrants issued
• $45,030,351.06 in net proceeds (after underwriting discounts, before expenses)

The securities were issued under the Company’s shelf Registration Statement No. 333-279292 (effective May 31 2024) and the related prospectus supplement dated June 12 2025. A press release dated July 14 2025 (Exhibit 99.1) announced the closing of the additional share issuance.

No other material changes, financial statements, or operating results are included in this report.

Positive

• $45.0 million in net proceeds provides additional liquidity without new debt
• Underwriters' partial option exercise indicates continued investor demand post-offering

Negative

• Issuance of 1.32 million additional shares increases share dilution
• Total of 7.19 million warrants creates potential future equity overhang

Insights

Equity Capital Markets Analyst

TL;DR HYMC raises an extra $45 million gross, signaling investor demand but modest dilution for holders.

The additional 1.32 million shares and 7.19 million total warrants modestly increase HYMC’s share count yet strengthen its cash position by lifting net proceeds to $45.0 million. For a pre-revenue developer, this incremental capital adds runway for exploration and permitting. The exercise implies continued underwriter confidence in market appetite above the $3.50 offer price. Warrants exercisable at $4.20 could become a future funding source, but also create overhang. Given the absence of operating metrics, the filing’s impact is primarily financial flexibility versus ownership dilution.

false 0001718405 0001718405 2025-07-10 2025-07-10 0001718405 HYMC:ClassCommonStockParValue0.0001PerShareMember 2025-07-10 2025-07-10 0001718405 HYMC:WarrantsToPurchaseCommonStockMember 2025-07-10 2025-07-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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

FAQ

How many additional HYMC shares were sold through the over-allotment option?

1,324,117 shares of Class A common stock were sold.

What are the total net proceeds Hycroft Mining raised from the 2025 public offering?

Net proceeds rose to $45,030,351.06 after underwriting discounts.

At what price can the HYMC warrants be exercised?

Each warrant is exercisable at $4.20 per share.

Which registration statement governed the HYMC securities issuance?

Registration Statement No. 333-279292 on Form S-3, declared effective May 31 2024.

When did the latest over-allotment exercise close?

The closing occurred on July 11 2025.