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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 1, 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. ¨
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
As previously reported on a Current Report on
Form 8-K of Ramaco Resources, Inc. (the “Company”), on July 31, 2025, the Company completed the previously
announced offering (the “Offering”) of $57,000,000 in the aggregate, of the Company’s 8.250% Senior Notes due 2030 (the
“Notes”). In connection with the Offering, the Company granted the underwriters for the Offering (the “Underwriters”)
a 30-day option to purchase up to an additional $8.0 million aggregate principal amount of Notes (the “Over-Allotment Option”).
On August 1, 2025, the Underwriters exercised the Over-Allotment Option for an additional $8.0 million aggregate principal amount
of Notes, which closed on August 4, 2025.
The Notes were sold pursuant to the Company’s
shelf Registration Statement on Form S-3, as amended (File No. 333-274324), which
was declared effective by the Securities and Exchange Commission (the “Commission”) on September 29, 2023. The Notes
were issued pursuant to a third supplemental indenture between the Company and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”),
entered into on July 31, 2025 (the “Third Supplemental Indenture”), that supplements the Indenture by and between the
Company and the Trustee, dated as of July 13, 2021 (the “Base Indenture” and, together with the Third Supplemental Indenture,
the “Indenture”).
The public offering price of the Notes was $25.00
per Note, which is 100% of the principal amount. As a result of the Over-Allotment Option being exercised, the Company will receive additional
net proceeds after discounts, commissions, and the payment of a structuring fee payable pursuant to a previously disclosed Structuring
Fee Agreement dated July 31, 2025, between the Company and Lucid Capital Markets, LLC (the “Structuring Fee Agreement”),
but before expenses, of approximately $7.7 million. Aggregate net proceeds from the Offering following the exercise of the Over-Allotment
Option, after discounts, commissions, and the payment of a structuring fee payable pursuant to the Structuring Fee Agreement, but before
expenses, were approximately $62.4 million. The Company is using a portion of the net proceeds from the Offering to redeem all of the
Company's outstanding 9.00% Senior Notes Due 2026, of which $34.5 million aggregate principal amount was outstanding prior to redemption,
and the Company intends to use the remaining net proceeds for general corporate purposes, including funding the acceleration of rare earth
development, funding future investments, making capital expenditures, and funding working capital.
The Notes bear interest at the rate of 8.250%
per annum. Interest on the Notes is payable quarterly in arrears on January 30, April 30, July 30 and October 30 of
each year, commencing October 30, 2025. The Notes will mature on July 31, 2030.
The Company may, at its option, at any time and
from time to time, on or after July 31, 2027, redeem the Notes in whole or in part on not less than 10 nor more than 60 days’
prior notice mailed to the holders of the Notes. The Notes will be redeemable at a redemption price equal to 100% of the principal amount
of the Notes plus accrued and unpaid interest to, but not including the date of redemption. On and after any redemption date, interest
will cease to accrue on the redeemed Notes. If the Company is redeeming less than all of the Notes, the Trustee will select the Notes
to be redeemed in accordance with the terms set forth in the Indenture.
The Indenture also contains customary event of
default and cure provisions. If an uncured default occurs and is continuing, the Trustee or the holders of not less than 25% in aggregate
principal amount of the Notes may declare the Notes to be immediately due and payable. The Notes are senior unsecured obligations of the
Company and rank equal in right of payment with the Company’s existing and future senior unsecured indebtedness.
The foregoing description of the Indenture and
the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture and the form
of Note. Copies of the Base Indenture, the Third Supplemental Indenture, the form of Note, and Structuring Fee Agreement are attached
to this Current Report on Form 8-K as Exhibits 4.1, 4.2, 4.2.1, and 10.1 respectively, and are incorporated herein by reference.
| Item 7.01 |
Regulation FD Disclosure. |
On August 4, 2025, the Company issued a press
release announcing the exercise of the Over-Allotment Option. A copy of this press release is attached to this Current Report on Form 8-K
as Exhibit 99.1.
None
of the information furnished in this Item 7.01 will be deemed “filed” for the 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, and shall
not be incorporated by reference into any registration statement or other document under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
Exhibit
No. |
|
Description |
| 4.1 |
|
Indenture dated as of July 13,
2021, between Ramaco Resources, Inc. and Wilmington Savings Fund Society, FSB, as trustee (incorporated by reference to Exhibit 4.1
to the Registrant’s Current Report on Form 8-K filed July 13, 2021). |
| 4.2 |
|
Third Supplemental Indenture dated as of July 31,
2025, between Ramaco Resources, Inc. and Wilmington Savings Fund Society, FSB, as trustee. (incorporated by reference to Exhibit 4.2
to the Registrant’s Current Report on Form 8-K filed July 31, 2025). |
| 4.2.1 |
|
Form of 8.250% Senior Note due 2030 (included
as Exhibit A to Exhibit 4.2 above). |
| 10.1 |
|
Structuring Fee Agreement
dated July 31, 2025, between Ramaco Resources, Inc. and Lucid Capital Markets, LLC (incorporated by reference to Exhibit 10.1
to the Registrant’s Current Report on Form 8-K filed July 31, 2025). |
| 99.1 |
|
Press release issued by Ramaco Resources, Inc.,
dated August 4, 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 4, 2025
