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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): November 29, 2022
HYCROFT MINING HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware | | 001-38387 | | 82-2657796 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| |
4300 Water Canyon Road, Unit 1 Winnemucca, Nevada | | | | 89445 |
(Address of Principal Executive Offices) | | | | (Zip Code) |
| | |
(775) 304-0260 |
| 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 (see General Instruction A.2. below):
☐ 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:
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| 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 Capital Market |
| Warrants to purchase Common Stock | | HYMCW | | The Nasdaq Capital Market |
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| Warrants to purchase Common Stock | | HYMCL | | The Nasdaq Capital 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. ☐
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Item 1.01 | Entry into a Material Definitive Agreement. |
Note Purchase and Sale Agreement
Hycroft Mining Holding Corporation (the “Company”) entered into a Note Purchase and Sale Agreement dated November 28, 2022, pursuant to which it reduced the outstanding principal amount of 10% senior secured subordinated notes (“Subordinated Notes”) by $11,139,707 in exchange for (i) payment of $5,569,854 and (ii) issuance of 500,000 shares of the Company’s Class A common stock, par value $0.0001 per share. The shares were issued pursuant to the exemption from registration afforded by Section 3(a)(9) of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission thereunder. The transaction closed on November 29, 2022.
The Note Purchase and Sale Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing and indemnification obligations of both parties. The foregoing description of the Note Purchase and Sale Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Note Purchase and Sale Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 1.1 hereto.
Principal Repayment Under Second Amended and Restated Credit Agreement
In connection with the repurchase of the Subordinated Notes, the Company also reduced its first lien debt through a voluntary $1,113,971.00 principal prepayment under its Second Amended and Restated Credit Agreement dated March 30, 2022.
Item 7.01 Regulation FD Disclosure.
On November 29, 2022, Hycroft Mining Holding Corporation issued a press release providing information about its recent corporate activities. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any registration statement or other document filed 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
The list of exhibits is set forth on the Exhibit Index of this Current Report on Form 8-K and is incorporated herein by reference.
EXHIBIT INDEX
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Exhibit Number | | Description |
| 10.1 | | |
|
| 99.1 | | | |
| 104 | | | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)
|
* Furnished pursuant to Regulation FD.
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.
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| Dated: December 2, 2022 | Hycroft Mining Holding Corporation |
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| By: | /s/ Stanton Rideout |
| Stanton Rideout Executive Vice President and Chief Financial Officer |