FEAM Sells Unregistered Equity Securities; Dilution Risk

TL;DR

**FEAM just sold new shares, likely diluting current stockholders.**

AI Summary

5E Advanced Materials, Inc. (FEAM) entered into a material definitive agreement on January 29, 2024, involving the unregistered sale of equity securities. This indicates the company is raising capital by issuing new shares, likely to fund operations or expansion. For current or prospective shareholders, this could mean dilution of existing shares, potentially impacting the stock's value if the capital isn't deployed effectively to generate future growth.

Why It Matters

This filing signals that 5E Advanced Materials is raising capital, which can be good for funding growth but also dilutes existing shareholders' ownership.

Risk Assessment

Risk Level: medium — The sale of unregistered equity securities can lead to dilution for existing shareholders, impacting per-share value.

Analyst Insight

An investor should investigate the terms of the 'Material Definitive Agreement' and the 'Unregistered Sales of Equity Securities' to understand the extent of dilution and the intended use of proceeds before making any investment decisions.

Key Players & Entities

• 5E Advanced Materials, Inc. (company) — the registrant filing the 8-K
• FEAM (company) — the trading symbol for 5E Advanced Materials, Inc.
• January 29, 2024 (date) — date of the earliest event reported in the 8-K

FAQ

Key Financial Figures

• $1.025 — of Common Stock to 5ECAP at a price of $1.025 per share, which shares include the pla

Filing Documents

• feam-20240129.htm (8-K) — 52KB
• feam-ex99_1.htm (EX-99.1) — 14KB
• img180512602_0.jpg (GRAPHIC) — 5KB
• 0000950170-24-008800.txt ( ) — 191KB
• feam-20240129.xsd (EX-101.SCH) — 24KB
• feam-20240129_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Second Closing of Private Placement As previously disclosed, on January 18, 2024, 5E Advanced Materials, Inc. (the " Company "), Ascend Global Investment Fund SPC, for and on behalf of Strategic SP (" Ascend ") and 5ECAP, LLC (" 5ECAP ") entered into an amended and restated subscription agreement (the " Amended and Restated 5ECAP Subscription Agreement "), by and among the Company, Ascend, and 5ECAP. On January 29, 2024, pursuant to the Amended and Restated 5ECAP Subscription Agreement, the Company issued 8,317,074 shares of Common Stock to 5ECAP at a price of $1.025 per share, which shares include the placement fee paid to 5ECAP in shares of Common Stock (the " Second Closing "). The foregoing summary is qualified in its entirety by reference to the full text of the Amended and Restated 5ECAP Subscription Agreement, which is incorporated by reference to Exhibit 10.1.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The securities offered pursuant to the Second Closing were offered in a private placement exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the " Securities Act "). This summary is qualified in its entirety by reference to the full text of the Amended and Restated 5ECAP Subscription Agreement, which is incorporated by reference to Exhibit 10.1.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 30, 2024, the Company issued a press release announcing the second closing of the previously announced private placement of the Company's common stock (the " Press Release "). A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information contained in this Item 7.01 and in Exhibit 99.1 attached hereto is furnished pursuant to the rules and regulations of the Securities and Exchange Commission and shall not be deemed "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 it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Forward-Looking Statements

Forward-Looking Statements The information in this Form 8-K and the attached Press Release include "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements other than statements of historical fact included in the Press Release and Form 8-K regarding our business strategy, plans, goal, and objectives are forward-looking statements. When used in the Press Release and this Form 8-K, the words "believe," "project," "expect," "anticipate," "estimate," "intend," "budget," "target," "aim," "strategy," "plan," "guidance," "outlook," "intent," "may," "should," "could," "will," "would," "will be," "will continue," "will likely result," and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on the Company's current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to the extraction of the critical materials we intend to produce and advanced materials production and development. These risks include, but are not limited to: our limited operating history in the borates and lithium industries and no revenue from our proposed extraction operations at our properties; our need for substantial additional financing to execute our business plan and our ability to access capital and the financial markets; our status as an exploration stage company dependent on a single project with no known Regulation S-K 1300 mineral reserves and the inherent uncertainty in estimates of mineral resources; our lack of history in mineral production and the significant risks associated with achieving our busi

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Amended and Restated 5ECAP Subscription Agreement, dated January 18, 2024 (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed with the SEC on January 19, 2024) 99.1 Press Release, dated January 30, 2024 104 Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURES

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 thereunto duly authorized. 5E Advanced Materials, Inc. Date: January 30, 2024 By: /s/ Paul Weibel Paul Weibel Chief Financial Officer

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View this 8-K filing on SEC EDGAR