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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): December 5, 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
7.01. Regulation FD Disclosure.
On
December 5, 2023, Hycroft Mining Holding Corporation issued a press release announcing that it received notice from The Nasdaq
Stock Market LLC informing the Company that it has regained compliance with the minimum bid price requirement under NASDAQ Listing Rule
5550(a)(2) for continued listing on The Nasdaq Capital Market. Consequently, the Company is now in compliance with all applicable listing
standards, and its common stock will continue to be listed on The Nasdaq Capital Market. A copy of the press release is attached as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The
information included in this Item 7.01, including Exhibit 99.1, 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. The information set forth under this
Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K.
Item
8.01. Other Events.
As
indicated under Item 7.01 hereof, The Nasdaq Stock Market LLC notified the Company that it has regained compliance with the minimum bid
price requirement under NASDAQ Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Consequently, the Company
is now in compliance with all applicable listing standards, and its common stock will continue to be listed on The Nasdaq Capital Market.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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:
December 5, 2023 |
By: |
/s/
Rebecca A. Jennings |
|
|
Rebecca
A. Jennings |
|
|
Senior
Vice President and General Counsel |
Exhibit
99.1
![](https://www.sec.gov/Archives/edgar/data/1718405/000149315223043655/ex99-1_001.jpg)
Hycroft
Regains Compliance with Nasdaq Listing Requirements
WINNEMUCCA, NV, December 5, 2023
– Hycroft Mining Holding Corporation (Nasdaq: HYMC) (“Hycroft” or “the Company”) is pleased
to announce that it received notice from The Nasdaq Stock Market LLC (Nasdaq) informing Hycroft that it
has regained compliance with the minimum bid price requirement under NASDAQ Listing Rule 5550(a)(2) for continued listing on The Nasdaq
Capital Market. Consequently, Hycroft is now in compliance with all applicable listing standards, and its common stock will continue
to be listed on The Nasdaq Capital Market.
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
![](https://www.sec.gov/Archives/edgar/data/1718405/000149315223043655/ex99-1_002.jpg)
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 period ended September 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.
![](https://www.sec.gov/Archives/edgar/data/1718405/000149315223043655/ex99-1_003.jpg) | Page 2 |
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