HYMC Hycroft Mining Holding Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 reported): November 9, 2023

 

HYCROFT MINING HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware		001-38387		82-2657796
(State or other jurisdiction		(Commission		(IRS Employer
of Incorporation)		File Number)		Identification Number)

 

4300 Water Canyon Road, Unit 1, Winnemucca, Nevada 89445

(Address of principal executive offices)

 

(775) 304-0260

(Registrant’s telephone number, including area code)

 

N/A

(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 (see General Instruction A.2.)

 

☐	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 CF$ 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, par value $0.0001 per share		HYMC		The Nasdaq Stock Market LLC
Warrants to purchase Common Stock		HYMCW		The Nasdaq Stock Market LLC
Warrants to purchase Common Stock		HYMCL		The Nasdaq Stock Market LLC

 

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On November 9, 2023, Hycroft Mining Holding Corporation (the “Company”) filed a certificate of amendment (the “Amendment”) with the Secretary of State of the State of Delaware relating to a 1-for-10 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Company’s Class A common stock (“Common Stock”). The Reverse Stock Split is expected to become effective after the close of trading on the Nasdaq Capital Market (“Nasdaq”) on November 14, 2023 and the Common Stock is expected to begin trading on Nasdaq on a Reverse Stock Split-adjusted basis on November 15, 2023 at market open. The Company’s stockholders previously approved the reverse stock split and granted the board of directors the authority to determine the exact split ratio and when to proceed with the reverse stock split at the Company’s Annual Meeting of Stockholders held on May 24, 2023. The Company’s board of directors approved the Reverse Stock Split in the ratio of 1-for-10 on October 24, 2023.

 

The par value and other terms of the Common Stock were not affected by the Reverse Stock Split. The Company’s post-Reverse Stock Split Common Stock CUSIP number will be 44862P208.

 

A copy of the Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated by reference herein.

 

Item 7.01. Regulation FD Disclosure.

 

The Company issued a press release (the “Press Release”) on November 9, 2023 regarding the Reverse Stock Split. The information included in the Press Release shall not be deemed to be “filed” for 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, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description
3.1		Certificate of Amendment filed with the Delaware Secretary of State on November 9, 2023.
99.1		Press release of the registrant issued on November 9, 2023.
104		Cover Page Interactive Data File (embedded within 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.

 

	Hycroft Mining Holding Corporation
Dated: November 9, 2023	By:	/s/ Diane R. Garrett, Ph.D.
		Diane R. Garrett, Ph.D.
		Chief Executive Officer

 

 

 

Exhibit 3.1

 

 

 

 

 

Exhibit 99.1

 

 

 

Hycroft Mining Announces 1-For-10 Reverse Stock Split

 

WINNEMUCCA, NV, November 9, 2023 – Hycroft Mining Holding Corporation (Nasdaq: HYMC) (“Hycroft” or “the Company”) today announced that the Company’s board of directors has resolved to effectuate a reverse stock split of Hycroft’s issued and outstanding Class A common stock (“Common Stock”) and has determined the ratio to be 1-for-10. Hycroft’s stockholders previously approved the reverse stock split and granted the board of directors the authority to determine the exact split ratio and when to proceed with the reverse stock split at the Company’s Annual Meeting of Stockholders held on May 24, 2023.

 

The reverse stock split will become effective on November 14, 2023, at 4:00 p.m., Eastern Time, (“Effective Time”) and the Company’s Common Stock is expected to begin trading on a reverse stock split-adjusted basis on the Nasdaq Capital Market (“Nasdaq”) as of the open of trading on November 15, 2023, under the existing ticker symbol, “HYMC.” The reverse stock split is intended to increase the price per share of the Company’s Common Stock to allow the Company to demonstrate compliance with the $1.00 minimum bid price requirement for continued listing on Nasdaq.

 

As of the Effective Time, every 10 shares of the Company’s issued and outstanding Common Stock will be combined into one issued and outstanding share of Common Stock. The par value per share of our Common Stock will remain unchanged at $0.0001. Proportional adjustments will be made to the number of shares of Common Stock issuable upon the exercise of the Company’s outstanding warrants, options and restricted stock units, and the number of shares authorized and reserved for issuance pursuant to the Company’s equity incentive plans. The total number of authorized shares of Common Stock and preferred stock will not be reduced and remain at 1,400,000,000 and 10,000,000 shares, respectively. No fractional shares will be issued as a result of the reverse stock split; rather, the Company’s transfer agent will aggregate all fractional shares remaining after the reverse stock split and sell them on the open market on behalf of those stockholders who would otherwise be entitled to receive a fractional share, and after the transfer agent’s completion of such sale, stockholders will receive a cash payment (without interest or deduction) from the transfer agent in an amount equal to their respective pro rata share of the total net proceeds of that sale.

 

The Company’s transfer agent, Continental Stock & Trust Company, will serve as the exchange agent for the reverse stock split. Registered stockholders holding pre-reverse stock split shares of Common Stock electronically in book-entry form are not required to take any action to receive post-reverse stock split shares. Those stockholders who hold their shares in brokerage accounts or in “street name” will have their positions automatically adjusted to reflect the reverse stock split, subject to each broker’s particular processes, and will not be required to take any action in connection with the reverse stock split.

 

Additional information about the reverse stock split can be found in Hycroft’s definitive proxy statement filed with the Securities and Exchange Commission on April 13, 2023, a copy of which is available at www.sec.gov.

 

 

About Hycroft Mining Holding Corporation

 

Hycroft Mining Holding Corporation is a US-based gold and silver company developing the Hycroft Mine, one of the world’s largest precious metals deposits located in northern Nevada, a Tier-One mining jurisdiction. After a long history of oxide heap leaching operations, the Company is focused on completing the technical studies to transition the Hycroft Mine into a large-scale milling operation for processing the sulfide ore. In addition, the Company is engaged in a robust exploration drill program to unlock the full potential of our expansive +64,000-acre land package, of which less than 10% has been explored.

 

For further information, please contact:

 

Fiona Grant Leydier
Vice President, Investor Relations
E: info@hycroftmining.com
T: +1 (775) 437-5912 x 101

 

www.hycroftmining.com

 

Cautionary Note Regarding Forward-Looking Statements

 

This news release contains “forward-looking statements” within the meaning of Section 27A of the United States Securities Act of 1933, as amended, Section 21E of the United States Securities Exchange Act of 1934, as amended, or the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included herein and public statements by our officers or representatives, that address activities, events or developments that our management expects or anticipates will or may occur in the future, are forward-looking statements, including but not limited to such things as future business strategy, plans and goals, competitive strengths and expansion and growth of our business. The words “estimate”, “plan”, “anticipate”, “expect”, “intend”, “believe” “target”, “budget”, “may”, “can”, “will”, “would”, “could”, “should”, “seeks”, or “scheduled to” and similar words or expressions, or negatives of these terms or other variations of these terms or comparable language or any discussion of strategy or intention identify forward-looking statements. Forward-looking statements address activities, events, or developments that the Company expects or anticipates will or may occur in the future and are based on current expectations and assumptions. Forward-looking statements include, but are not limited to (i) risks related to changes in our operations at the Hycroft Mine, including risks associated with the cessation of mining operations at the Hycroft Mine; uncertainties concerning estimates of mineral resources; risks related to a lack of a completed feasibility study; and risks related to our ability to re-establish commercially feasible mining operations; (ii) industry related risks including fluctuations in the price of gold and silver; the commercial success of, and risks related to, our exploration and development activities; uncertainties and risks related to our reliance on contractors and consultants; availability and cost of equipment, supplies, energy, or reagents. The exploration target does not represent, and should not be construed to be, an estimate of a mineral resource or mineral reserve, as ranges of potential tonnage and grade (or quality) of the exploration target are conceptual in nature; there has been insufficient exploration of the relevant property or properties to estimate a mineral resource; and it is uncertain if further exploration will result in the estimation of a mineral resource. These risks may include the following, and the occurrence of one or more of the events or circumstances alone or in combination with other events or circumstances may have a material adverse effect on the Company’s business, cash flows, financial condition, and results of operations. Please see our “Risk Factors” outlined in our Annual Report on Form 10-K for the year ended December 31, 2022, our Quarterly Report on Form 10-Q for the periods ended June 30, 2023, and other reports filed with the SEC for more information about these and other risks. You are cautioned against attributing undue certainty to forward-looking statements. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Although these forward-looking statements were based on assumptions that the Company believes are reasonable when made, you are cautioned that forward-looking statements are not guarantees of future performance and that actual results, performance, or achievements may differ materially from those made in or suggested by the forward-looking statements in this news release. In addition, even if our results, performance, or achievements are consistent with the forward-looking statements contained in this news release, those results, performance or achievements may not be indicative of results, performance or achievements in subsequent periods. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statements made in this news release speak only as of the date of those statements. We undertake no obligation to update those statements or publicly announce the results of any revisions to any of those statements to reflect future events or developments.

 

 

 

v3.23.3

Cover	Nov. 09, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 09, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-38387
Entity Registrant Name	HYCROFT MINING HOLDING CORPORATION
Entity Central Index Key	0001718405
Entity Tax Identification Number	82-2657796
Entity Address, Address Line One	4300 Water Canyon Road
Entity Address, Address Line Two	Unit 1
Entity Address, Address Line Three	Winnemucca
Entity Address, City or Town	Nevada
Entity Address, Postal Zip Code	89445
City Area Code	(775)
Local Phone Number	304-0260
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Class A common stock, par value $0.0001 per share
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	HYMC
Security Exchange Name	NASDAQ
Warrants to purchase Common Stock
Title of 12(b) Security	Warrants to purchase Common Stock
Trading Symbol	HYMCW
Security Exchange Name	NASDAQ
Warrants To Purchase Common Stock One [Member]
Title of 12(b) Security	Warrants to purchase Common Stock
Trading Symbol	HYMCL
Security Exchange Name	NASDAQ

---