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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 21, 2025
IVANHOE
ELECTRIC INC.
(Exact name of registrant
as specified in its charter)
| Delaware |
|
001-41436 |
|
32-0633823 |
(State or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(IRS 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 2.02 |
Results of Operations and Financial Condition. |
Ivanhoe Electric Inc. (the “Company”)
intends to file a preliminary prospectus supplement (the “Preliminary Prospectus Supplement”) with the Securities and Exchange
Commission dated October 21, 2025 in connection with a proposed US$125 million underwritten public offering of shares of the Company’s
common stock, par value $0.0001 per share. The Preliminary Prospectus Supplement is expected to include the following disclosure under
the heading “Capitalization”.
“As of September 30, 2025, we had approximately
$69.3 million of cash and cash equivalents. Of the total cash and cash equivalents as of September 30, 2025, approximately $16.4 million
was not available for the general corporate purposes of the Company as these amounts were held by non-wholly-owned subsidiaries.”
As discussed in the Company’s press release dated September 4,
2025, Saudi Arabian Mining Company (Maaden) (“Maaden”) has made available an additional 1,345 square kilometers
of exploration licenses under the Company’s 50/50 joint venture with Maaden. Exhibit 10.1 is incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
No. |
|
Description |
| 10.1 |
|
Amendment #2 (Revised) to Shareholders’ Agreement in respect of Ma’aden Ivanhoe Electric Exploration and Development Limited Company, dated June 25, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded with 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.
| |
IVANHOE ELECTRIC INC. |
| |
|
|
| Date: October 21, 2025 |
By: |
/s/ Taylor Melvin |
| |
|
Taylor Melvin |
| |
|
President and Chief Executive Officer |