[8-K] Ramaco Resources, Inc. 9.00% Senior Notes due 2026 Reports Material Event

Rhea-AI Filing Summary

BioCardia (BCDA) filed an 8-K to report a regulatory milestone for its lead program, CardiAMP, an autologous cell therapy for advanced heart failure. On 24 Jul 2025 the company submitted the therapy for clinical consultation with Japan’s Pharmaceuticals and Medical Devices Agency (PMDA). The consultation is the first formal step in Japan’s approval pathway and, if successful, could grant access to a large heart-failure market that accounts for ~1 M patients annually.

The filing contains no financial data and does not change previously issued guidance. Management furnished, rather than filed, the accompanying press release as Exhibit 99.1, limiting liability under Exchange Act §18. No other items were reported.

Key takeaways: 1) positions CardiAMP for potential ex-US expansion; 2) signals regulatory momentum following U.S. pivotal trial progress; 3) near-term catalysts will depend on PMDA feedback timing and any additional study requirements.

Positive

• Regulatory progress: First formal engagement with Japan’s PMDA could accelerate CardiAMP entry into a large Asian market.
• Strategic optionality: Diversifies approval pathways beyond the U.S., potentially enhancing partnership leverage and valuation.

Negative

• No financial updates: Filing offers no clarity on funding needs to support additional Japanese studies.
• Regulatory uncertainty: Outcome of PMDA consultation unknown; potential for added trials could delay commercialization.

Insights

Biotech Regulatory Analyst

TL;DR: PMDA consultation shows progress; modestly positive but clinical and regulatory risks remain.

The PMDA clinical consultation is analogous to a pre-IND meeting with the FDA. While not an approval, it validates BioCardia’s intent to pursue the expedited Japan HCT/P framework, which can shorten time-to-market if pivotal data are accepted. With limited cash (<$10 M at last 10-Q), external partnerships or capital raises may be needed to fund any Japan-specific studies. Overall impact skews positive because it adds strategic optionality without immediate cost escalation, but investors should watch for agency feedback and financing plans.

Portfolio Manager

TL;DR: Event is directionally positive yet not valuation-changing today.

The filing signals regulatory traction, which could improve sentiment around BCDA’s pipeline. However, without efficacy data or concrete timelines, the announcement does little to alter cash-burn trajectories or near-term revenue outlook. I classify the disclosure as modestly impactful: it strengthens the bull narrative on geographic optionality but does not materially de-risk the program. Hold rating maintained until PMDA meeting minutes clarify next steps.

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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 23, 2025

Ramaco Resources, Inc.

(Exact name of Registrant as specified in its Charter)

Delaware	001-38003	38-4018838
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

250 West Main Street, Suite 1900

Lexington, Kentucky 40507

(Address of principal executive offices)

Registrant’s telephone number, including area code: (859) 244-7455

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
Class A common stock, $0.01 par value	METC	Nasdaq Global Select Market
Class B common stock, $0.01 par value	METCB	Nasdaq Global Select Market
9.00% Senior Notes due 2026	METCL	Nasdaq Global Select Market
8.375% Senior Notes due 2029	METCZ	Nasdaq Global Select Market

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 or about July 23, 2025, Ramaco Resources, Inc. (the “Company”) commenced a public offering (the “Notes Offering”) of 8.250% Senior Notes due 2030 (the “Notes”). The public offering price of the Notes is $25.00 per Note, which is 100% of the principal amount. The Company will receive net proceeds after discounts and commissions, and a structuring fee that the Company has agreed to pay the lead book-running manager, but before expenses, of approximately $55,000,000. The Company intends to use the net proceeds from the Notes Offering to redeem all of the Company’s outstanding 9.00% Senior Notes due 2026 (the “2026 Notes”), and for general corporate purposes, including funding the acceleration of rare earth development, funding future investments, making capital expenditures and funding working capital. In connection with the Notes Offering, on July 23, 2025, the Company entered into an Underwriting Agreement with Lucid Capital Markets, LLC as representative of the several underwriters named therein (the “Underwriters”), providing for, among other things, the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of $57,000,000 aggregate principal amount of the Notes.

Pursuant to the Underwriting Agreement, the Company has also granted the Underwriters a 30-day option to purchase up to an additional $8,000,000 aggregate principal amount of Notes. The offer and sale of the Notes was registered pursuant to a registration statement on Form S-3 (File No. 333- 274324), which was declared effective by the United States Securities and Exchange Commission on September 29, 2023. The Notes Offering is expected to close on July 31, 2025, subject to customary closing conditions. The Underwriting Agreement contains customary representations and warranties, agreements and obligations, and termination provisions.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

Third Amendment Agreement

In order to facilitate the Notes Offering, on July 23, 2025, the Company entered into a Third Amendment Agreement (the “Third Amendment Agreement”) by and among (i) the Company, Ramaco Development, LLC, RAM Mining, LLC, Ramaco Coal Sales, LLC, Ramaco Resources, LLC, Ramaco Resources Land Holdings, LLC, Ramaco Coal, Inc., Maben Coal LLC, Carbon Resources Development, Inc., and Ramaco Coal, LLC (collectively, the “Borrowers”); (ii) KeyBank National Association, as administrative agent and lender; (iii) Cadence Bank, as lender; (iv) Associated Bank, National Association, as lender; (v) City National Bank, as lender; (vi) Star Financial Bank, as lender; and (vii) Trustmark National Bank, as lender.

The Third Amendment Agreement amends that certain Second Amended and Restated Credit and Security Agreement (as amended from time to time, the “Credit Agreement”) dated February 15, 2023, by and among the Company, the other Borrowers named therein, the lenders named therein, and KeyBank National Association as agent and lender; which was first amended pursuant to that certain First Amendment Agreement dated May 3, 2024, and later amended pursuant to that certain Second Amendment Agreement dated November 21, 2024, by and among the Borrowers named therein, the lenders named therein, and KeyBank National Association as agent and lender.

The Third Amendment Agreement, among other things, amends the Credit Agreement by permitting Ramaco to incur additional indebtedness in the form of the Notes to be issued in the Note Offering, in an aggregate principal amount not to exceed $100,000,000 (such amount, the “2030 Unsecured Note Basket”) after all of the Company’s 2026 Notes that were issued in July 2021 are redeemed in full, and reduces the amount of “Permitted Additional Unsecured Debt” (as defined in the Credit Agreement) from $75,000,000 to $15,000,000 plus the unused portion of the 2030 Unsecured Note Basket.

The foregoing description of the Third Amendment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Current Report related to the Third Amendment Agreement is incorporated by reference into this Item 2.03.

Item 8.01 Other Events

On July 23, 2025, the Company issued a press release announcing the proposed Notes Offering. Additionally, on July 24, 2025, the Company issued a press release announcing the pricing of the Notes Offering. Copies of these press releases are attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2, respectively.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
1.1		Underwriting Agreement, dated July 23, 2025, between Ramaco Resources, Inc. and Lucid Capital Markets, LLC, as representative of the several underwriters named therein.
10.1		Third Amendment Agreement, dated July 23, 2025, by and among Ramaco Resources, Inc., Ramaco Development, LLC, RAM Mining, LLC, Ramaco Coal Sales, LLC, Ramaco Resources, LLC, Ramaco Resources Land Holdings, LLC, Ramaco Coal, Inc., Maben Coal LLC, Carbon Resources Development, Inc., Ramaco Coal, LLC, as borrowers, the lenders party thereto, and KeyBank National Association as agent and lender (amending the Second Amended and Restated Credit and Security Agreement, dated February 15, 2023, by and among Ramaco Resources, Inc., the other borrowers party thereto, the lenders party thereto, and KeyBank National Association, as agent, lender, swing line lender and the issuer).
99.1		Press Release issued by Ramaco Resources, Inc. dated July 23, 2025
99.2		Press Release issued by Ramaco Resources, Inc. dated July 24, 2025
23.1		Consent of Weir International, Inc.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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.

	Ramaco Resources, Inc.
	By:	/s/ Randall W. Atkins
		Name:	Randall W. Atkins
		Title:	Chairman and Chief Executive Officer

Date: July 24, 2025

FAQ

What did BioCardia (BCDA) announce in this 8-K?

The company submitted its CardiAMP heart-failure therapy for clinical consultation with Japan’s PMDA, an initial step toward Japanese approval.

Does the filing include any financial results for BioCardia?

No. The 8-K only covers the regulatory milestone; it contains no revenue, EPS, or guidance data.

Why is PMDA consultation important for BioCardia investors?

Positive PMDA feedback could shorten the Japanese approval process, opening a significant market and potentially increasing CardiAMP’s commercial value.

Is the accompanying press release considered "filed" under the Exchange Act?

No. It is furnished under Item 8.01, which limits liability under Section 18 and prevents automatic incorporation into other filings.

What are the next catalysts after this PMDA submission?

Investors should look for PMDA meeting minutes, any required additional studies, and updates on financing to support Japanese regulatory activities.