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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 22, 2025
IVANHOE
ELECTRIC INC.
(Exact name of registrant
as specified in its charter)
| Delaware |
|
001-41436 |
|
32-0633823 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
450 E Rio Salado Parkway, Suite 130
Tempe, Arizona |
|
85281 |
| (Address of principal executive offices) |
|
(Zip Code) |
| |
|
|
Registrant’s telephone number, including
area code: (480) 656-5821
(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, par value $0.0001 per share |
|
IE |
|
NYSE American
|
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. |
On October 22, 2025, Ivanhoe Electric Inc. (the
“Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with
BMO Capital Markets Corp., as representative of the several underwriters listed on Schedule I thereto (the “Underwriters”),
related to a public offering (the “Offering”) of 10,000,000 shares of common stock of the Company, par value
$0.0001 per share (“Common Stock”) at a public offering price of $15.00 per share. In addition, the Company
granted the Underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase, at the public offering
price less any underwriting discounts and commissions, up to an additional 1,500,000 shares of Common Stock.
The net proceeds from the Offering are expected
to be approximately $144 million, or approximately $165 million if the option to purchase additional shares is exercised in full by the
Underwriters, after deducting the underwriting discount and estimated offering expenses. The Company intends to use the net proceeds from
this offering to complete the remaining payments owed from the purchase of land at our Santa Cruz Copper Project in Arizona, to fund early
development activities at the Santa Cruz Copper Project, to fund exploration activities at our current projects and joint ventures, and
for other working capital and general corporate purposes. The Offering is expected to close on October 23, 2025, subject to customary
closing conditions.
The Company made certain customary representations,
warranties and covenants concerning the Company and the registration statement in the Underwriting Agreement and also agreed to indemnify
the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
Act”). The Offering is being made pursuant to the Company’s automatic shelf registration statement on Form S-3 (File
No. 333-273195), filed with the Securities and Exchange Commission (the “Commission”) and declared effective
on July 10, 2023, as supplemented by a final prospectus supplement dated October 22, 2025. This Current Report on Form 8-K does not constitute
an offer to sell or a solicitation of an offer to buy any of the shares of Common Stock.
The foregoing description of certain terms of
the Underwriting Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified
in its entirety by, the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 hereto and is incorporated by reference
herein. A copy of the opinion of Dorsey & Whitney LLP, relating to the legality of the shares of Common Stock, is filed as Exhibit
5.1 hereto and is incorporated by reference herein.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement dated as of October 22, 2025 |
| 5.1 |
|
Opinion of Dorsey & Whitney LLP |
| 23.1 |
|
Consent of Dorsey & Whitney LLP (included in Exhibit 5.1) |
| 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.
| |
IVANHOE ELECTRIC INC. |
| |
|
|
| Date: October 22, 2025 |
By: |
/s/ Taylor Melvin |
| |
|
Taylor Melvin |
| |
|
President and Chief Executive Officer |
