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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): August 7, 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 |
| 8.375% Senior Notes due 2029 | METCZ |
Nasdaq Global Select Market |
| 8.250% Senior Notes due 2030 |
METCI |
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. ¨
On August 7, 2025, Ramaco Resources, Inc. (the
“Company”) closed its previously announced underwritten public offering (the “Offering”). The Company sold
10,666,667 shares of Class A common stock in the Offering at a public offering price of $18.75 per share. The aggregate gross proceeds
to the Company from the Offering were approximately $200 million, before deducting underwriting discounts, commissions and other Offering
expenses. All shares of Class A common stock sold in the Offering, other than the Additional Shares (as defined herein), were offered
by the Company.
In connection with the Offering, Yorktown Energy
Partners IX, L.P., Yorktown Energy Partners X, L.P. and Yorktown Energy Partners XI, L.P. (collectively, “Yorktown”), selling
stockholders of the Company, granted the underwriters of the Offering a 30-day option to purchase up to an additional $30 million of the
Company’s Class A common stock at the public offering price, less the underwriting discount (the “Additional Shares”).
On August 6, 2025, the underwriters notified Yorktown that they had exercised their option to purchase the Additional Shares in full.
The sale of the Additional Shares to the underwriters is expected to be completed on August 8, 2025 and the Company will not receive any
proceeds from the sale of such Additional Shares.
The pricing of the Offering was previously reported
on a Form 8-K filed by the Company with the SEC on August 6, 2025, which is incorporated herein by reference. The Offering was
made pursuant to the Company’s effective registration statement on Form S-3 (No. 333-289251) as previously filed
with the Securities and Exchange Commission and a related prospectus and prospectus supplement.
A copy of the opinion of ArentFox Schiff LLP relating
to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 hereto. A copy of the press release
announcing the closing of the Offering is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
| Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
Exhibit
No. |
|
Description |
| 5.01 |
|
ArentFox Schiff LLP Legal Opinion |
| 23.1 |
|
Consent of ArentFox Schiff
LLP (included in Exhibit 5.1) |
| 99.1 |
|
Press
release issued by Ramaco Resources, Inc., dated August 7, 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 hereunto duly authorized.
| |
Ramaco Resources, Inc. |
| |
|
| |
By: |
/s/ Randall W. Atkins |
| |
|
Name: Randall W. Atkins |
| |
|
Title: Chairman and Chief Executive Officer |
Date: August 7, 2025
