[8-K] SUNCOKE ENERGY INC Reports Material Event

Rhea-AI Filing Summary

Clearside Biomedical, Inc. (CLSD) has issued a Definitive Proxy Statement (DEF 14A) for a Special Meeting on 29 Aug 2025. The Board is asking holders of the 78.5 m outstanding shares (record date: 28 Jul 2025) to approve a single corporate action:

• Proposal 1 – Reverse Stock Split & Authorized Share Reduction: authorises the Board, at its discretion within 12 months, to combine shares in any ratio from 1-for-5 to 1-for-15 and simultaneously cut authorised common shares proportionately from the current 400 m down to 80 m–26.7 m, preserving par value ($0.001).

Rationale: CLSD has been out of compliance with Nasdaq’s $1.00 minimum bid price since 7 Feb 2025 and expects delisting notice after 6 Aug 2025. Management believes a higher share price following the reverse split is the most practical path to regain compliance and maintain Nasdaq Global Market listing, thereby protecting liquidity and financing options.

Voting mechanics: Proposal passes with a simple majority of votes cast; because it is deemed “routine” by NYSE rules, brokers may vote uninstructed street-name shares. No broker non-votes are expected. Quorum is >50% of outstanding shares (≥39.26 m). No dissenters’ rights apply.

Effects: Share counts, option pools and ATM capacity will shrink proportionally; fractional shares will be cashed out at the 5-day average market price. Ownership percentages and rights remain unchanged. The Board may abandon or defer the split if price compliance is regained independently.

Positive

• Maintains Nasdaq listing: Reverse split is the quickest route to regain the $1.00 bid price, protecting liquidity and institutional visibility.
• Flexible ratio range (1-5 to 1-15) allows the Board to tailor the split to market conditions, increasing chance of compliance.
• Authorized share cut alleviates concerns over excessive unissued shares post-split, limiting potential future dilution.

Negative

• Liquidity risk: Fewer outstanding shares may widen spreads and reduce trading volume.
• No guarantee of sustained price: Historical data show many reverse-split stocks drift back below compliance levels without operational improvements.
• Odd-lot costs: Holders ending with <100 shares may face higher brokerage fees and selling difficulties.

Insights

Equity Research Analyst

TL;DR: Board seeks flexible 1-for-5–15 reverse split to avert Nasdaq delisting; modestly positive if it restores bid price, neutral otherwise.

The filing is defensive rather than transformative. A reverse split is a common cure for sub-$1 stocks; it neither improves fundamentals nor raises capital but preserves market access. Flexibility across 11 ratios lets the Board match prevailing prices and minimise post-split volatility. Because authorisation covers only 12 months and may be abandoned, dilution risk is limited to micro-rounding of fractional shares. The move could attract institutions barred from penny stocks and keep CLSD eligible for index inclusion, yet liquidity may fall as the float contracts and odd-lots rise. Success hinges on sustaining a >$1.00 price; history shows reverse splits often fade if unaccompanied by operating catalysts. Overall impact viewed as guardedly positive but not value-creating.

Corporate Governance Specialist

TL;DR: Proposal follows best-practice—single agenda item, proportional auth-share cut, routine vote; governance risks appear low.

The Board’s design addresses shareholder dilution concerns by pairing the split with an authorised share reduction, avoiding an inflated share reserve that could facilitate future issuances without approval. Voting thresholds are standard and broker discretion ensures likely passage. Cash-out for fractional shares is at a transparent 5-day VWAP, limiting dispute risk. Anti-takeover effects are acknowledged but minimal given reduced authorised pool. No insider entrenchment signals emerge; executives collectively own only 6.7 % pre-split. From a governance lens, the measure is procedurally sound and shareholder-friendly.

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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

August 1, 2025

Date of Report (date of earliest event reported)

___________________________________

SunCoke Energy, Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware (State of Incorporation)			001-35243 (Commission File Number)			90-0640593 (IRS Employer Identification Number)
1011 Warrenville Road, Suite 600
Lisle,			IL			60532
(Address of principal executive offices and zip code)

(630)			824-1000
(Registrant's telephone number, including area code)

___________________________________

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			Name of each exchange on which registered
Common stock, par value $0.01			SXC			New York Stock Exchange

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 2.01 - Completion of Acquisition or Disposition of Assets.

On August 1, 2025, SunCoke Energy, Inc. (the “Company”) completed its previously announced acquisition of Flame Aggregator, LLC, a Delaware limited liability company (“Flame Aggregator”), which, together with its subsidiaries, operates as Phoenix Global, a privately held provider of mission-critical mill services to major steel producing companies.

The acquisition was consummated pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) by and among Sun Coal & Coke LLC, a Delaware limited liability company (“Sun Coal & Coke”) and a direct, wholly owned subsidiary of the Company, Metal Services Acquisition, LLC, a Delaware limited liability company and wholly owned subsidiary of Sun Coal & Coke (“Merger Sub”), Flame Aggregator, and Shareholder Representative Services LLC, a Colorado limited liability company, in its capacity as the representative, agent, and attorney-in-fact for the unitholders of Flame Aggregator.

As contemplated by the Merger Agreement, Merger Sub merged with and into Flame Aggregator, with Flame Aggregator continuing as the surviving entity and a wholly owned subsidiary of the Company (the “Merger”). Pursuant to the Merger Agreement, Flame Aggregator’s unitholders received cash consideration in an amount equal to $325 million, subject to certain customary adjustments for net working capital, cash and cash equivalents, indebtedness and unpaid transaction expenses, all as set forth in the Merger Agreement. The Company funded the transaction with cash on-hand and revolving credit facility borrowing.

The foregoing general description of the Merger and Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 28, 2025.

Item 7.01 - Regulation FD Disclosure.

On August 4, 2025, the Company issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information contained under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and is not deemed to be “filed” with the SEC for the purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference to this Current Report on Form 8-K in such filing.

Item 9.01 - Financial Statements and Exhibits.

(a): Financial statements of businesses acquired.

To the extent required, as permitted by Item 9.01(a)(3) of Form 8-K, the Company will provide the financial statements required by Item 9.01(a) of Form 8-K by amendment to this Current Report on Form 8-K no later than 71 days following the date on which this Current Report on Form 8-K is required to be filed.

(b): Pro forma financial information.

To the extent required, as permitted by Item 9.01(a)(3) of Form 8-K, the Company will provide the pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 days following the date on which this Current Report on Form 8-K is required to be filed.

(d): Exhibits.

The information in the Exhibit Index of this Current Report on Form 8-K is incorporated into this item 9.01(d) by reference.

Exhibit No.
99.1						SunCoke Energy, Inc. Press Release, dated August 4, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including statements regarding Sun Coal & Coke’s proposed acquisition of Flame Aggregator. Forward-looking statements may be identified by words such as “will,” “expect,” “outlook,” “guidance,” “project,” “anticipate,” “plan,” “estimate,” “target,” “believe,” “would,” “could,” “may,” “continue,” “possible,” “potential,” “should” and other similar words and expressions, though not all forward-looking statements use these words or expressions. These forward-looking statements are based on Company management’s current expectations. These statements are neither promises nor guarantees and involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from what is expressed or implied by the forward-looking statements, including, but not limited to important factors discussed in Part I, Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as any such factors may be updated from time to time in the Company’s other filings with the SEC, including without limitation, the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, accessible on the SEC’s website at www.sec.gov. Forward-looking statements speak only as of the date they are made and, except as may be required under applicable law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 4th day of August, 2025.

SUNCOKE ENERGY, INC.
By:			/s/ Mark W. Marinko
Name:			Mark W. Marinko
Title:			Senior Vice President and Chief Financial Officer

FAQ

Why does CLSD want a reverse stock split?

To raise its share price above Nasdaq’s $1.00 minimum bid rule and avoid delisting, which could impair liquidity and financing.

What split ratios are being proposed for Clearside Biomedical (CLSD)?

The Board may select any ratio from 1-for-5 up to 1-for-15, executing one split within 12 months or not at all.

Will the number of authorised CLSD shares change?

Yes. Authorised common shares will drop proportionally from 400 m to between 80 m and 26.7 m, matching the chosen split ratio.

How will fractional shares be handled after the reverse split?

Fractional entitlements will be cashed out at the 5-day average closing price preceding the effective date; no fractional shares will be issued.

What vote is required for Proposal 1 to pass at the August 29, 2025 meeting?

A simple majority of votes cast is sufficient; brokers may vote uninstructed street-name shares because the item is deemed routine.

When is the record date for voting on the CLSD special meeting?

Shareholders of record as of 28 July 2025 are entitled to vote the 78,510,318 outstanding shares.