Current Report Filing (8-k)
May 26 2023 - 6:58AM
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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): May 24, 2023
HYCROFT
MINING HOLDING CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-38387 |
|
82-2657796 |
(State
or other jurisdiction
of
incorporation) |
|
(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:
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 |
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.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
May 24, 2023, Hycroft Mining Holding Corporation (the “Company”) held its 2023 virtual annual meeting of stockholders (the
“Annual Meeting”), to vote on the following matters:
1.
Election of Directors
Each
of the following seven nominees was elected to serve on the Company’s Board of Directors, in accordance with the voting results
listed below, to serve until the Company’s 2024 annual meeting of stockholders or until their successor is elected and qualified.
Nominee |
|
For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
Diane R. Garrett |
|
83,301,182 |
|
3,339,165 |
|
1,447,589 |
|
39,126,510 |
Sean Goodman |
|
80,090,411 |
|
6,107,567 |
|
1,889,958 |
|
39,126,510 |
Michael Harrison |
|
82,499,309 |
|
3,061,100 |
|
2,527,527 |
|
39,126,510 |
Stephen Lang |
|
77,469,225 |
|
2,090,704 |
|
2,528,007 |
|
39,126,510 |
David C. Naccarati |
|
82,377,758 |
|
3,119,834 |
|
2,590,344 |
|
39,126,510 |
Thomas Weng |
|
78,255,792 |
|
7,299,191 |
|
2,532,953 |
|
39,126,510 |
Marni Wieshofer |
|
80,628,478 |
|
4,883,965 |
|
2,575,493 |
|
39,126,510 |
2.
Reverse Stock Split
Stockholders
voted to approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to effectuate a reverse
stock split of the outstanding shares of the Company’s Class A common stock, par value $0.0001 per share, at a ratio of no less
than 1-for-10 and no more than 1-for-25, with such ratio to be determined at the sole discretion of the Company’s Board of Directors,
in accordance with the voting results listed below.
For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
110,560,027 |
|
16,094,520 |
|
559,899 |
|
- |
3.
Ratification of Auditors
Stockholders
voted to ratify the Audit Committee’s appointment of Moss Adams LLP to serve as the Company’s independent registered public
accounting firm for the year ending December 31, 2023, in accordance with the voting results listed below.
For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
120,727,898 |
|
2,854,530 |
|
3,632,018 |
|
- |
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.
Dated:
May 26, 2023 |
Hycroft
Mining Holding Corporation |
|
|
|
|
By: |
/s/
Stanton Rideout |
|
|
Stanton
Rideout
Executive
Vice President and Chief Financial Officer |
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