5E Advanced Materials Files 8-K on Agreements and Equity Sales

TL;DR

5E Advanced Materials just filed an 8-K: new deals, debt, and sold some stock. Watch this space.

AI Summary

On May 28, 2024, 5E Advanced Materials, Inc. filed an 8-K report detailing several key events. These include entering into a material definitive agreement, creating a direct financial obligation, and unregistered sales of equity securities. The company is involved in mining and quarrying non-metallic minerals.

Why It Matters

This filing indicates significant financial and contractual activities for 5E Advanced Materials, potentially impacting its financial obligations and shareholder structure.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• 5E Advanced Materials, Inc. (company) — Registrant
• May 28, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common stock, $0.01 par value per share FEAM The Nasdaq
• $6.0 million — tes in an aggregate principal amount of $6.0 million (the "New Notes" and, collectively with
• $1,000 — of 650.4065 shares of Common Stock per $1,000 principal amount of Notes (the "Convers
• $1.5375 — ing a conversion price of approximately $1.5375 per share and the same Conversion Rate

Filing Documents

• feam-20240528.htm (8-K) — 53KB
• feam-ex10_1.htm (EX-10.1) — 1238KB
• feam-ex10_2.htm (EX-10.2) — 264KB
• img262204185_0.jpg (GRAPHIC) — 2KB
• img262204185_1.jpg (GRAPHIC) — 4KB
• img262204185_2.jpg (GRAPHIC) — 5KB
• img262204185_3.jpg (GRAPHIC) — 3KB
• img262204185_4.jpg (GRAPHIC) — 3KB
• img262204185_5.jpg (GRAPHIC) — 4KB
• img262204185_6.jpg (GRAPHIC) — 3KB
• 0000950170-24-064885.txt ( ) — 1914KB
• feam-20240528.xsd (EX-101.SCH) — 24KB
• feam-20240528_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On May 28, 2024, 5E Advanced Materials, Inc. (the "Company") entered into a second amendment ("Amendment No. 2") to its Amended and Restated Note Purchase Agreement, dated as of January 19, 2024 (as amended, the "Existing Note Purchase Agreement") by and among the Company, BEP Special Situations IV LLC ("Bluescape"), Ascend Global Investment Fund SPC, for and on behalf of Strategic SP ("Ascend" and, together with Bluescape, the "Purchasers"), Meridian Investments Corporation, and Alter Domus (US) LLC, as collateral agent, related to the Company's outstanding 4.50% senior secured convertible notes (the "Existing Notes"). Pursuant to Amendment No. 2, the Company agreed, among other things, to (i) issue and sell new senior secured convertible notes in an aggregate principal amount of $6.0 million (the "New Notes" and, collectively with the Existing Notes, the "Notes") to Bluescape and Ascend, (ii) amend and restate the Existing Note Purchase Agreement in the form attached as Annex A to Amendment No. 2 (the "Amended and Restated Note Purchase Agreement") and (iii) amend and restate the existing Amended and Restated Investor and Registration Rights Agreement (the "Existing IRRA") among the Company, the Purchasers and the other parties thereto (as amended, the "Second Amended and Restated IRRA"). The transactions contemplated by Amendment No. 2, including the issuance and sale of the New Notes (the "Closing"), are subject to customary closing conditions set forth in Amendment No. 2. New Senior Secured Convertible Notes The New Notes, which will be issued in substantially the same form as the Existing Notes, will bear interest at a rate of 4.50% per annum, payable semi-annually beginning on August 15, 2024, or 10.00% per annum if the Company elects to pay such interest in kind through the delivery of additional Notes, and are initially convertible into an aggregate of approximately 3,902,439 shares of the Compan

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 is incorporated herein by reference. The securities will be 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"). Assuming the Company elects to pay interest on all of the New Notes in kind through the delivery of additional Notes, a total of up to 5,890,604 shares of Common Stock are initially issuable upon conversion of such Notes at the current Conversion Rate of 650.4065 shares of Common Stock per $1,000 principal amount of Notes. Prior to the Company obtaining Stockholder Approval for the Amended Make-Whole Adjustment, and assuming the Company elects to pay interest on all of the Existing Notes and New Notes in kind through the delivery of additional Notes, a total of up to 72,152,224 shares of Common Stock would be issuable upon conversion of such Notes in the event of a Make-Whole Fundamental Change occurring on the Maturity Date. Assuming the Company obtains Stockholder Approval for the Amended Make-Whole Adjustment and the Company elects to pay interest on all of the Existing Notes and New Notes in kind through the delivery of additional Notes, a total of up to 108,228,341 shares of Common Stock would be issuable upon conversion of such Notes in the event of a Make-Whole Fundamental Change occurring on the Maturity Date.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Amendment No. 2 to the Amended and Restated Note Purchase Agreement, dated May 24, 2024. 10.2 Form of Second Amended and Restated Investor and Registration Rights Agreement. 104 Cover Page Interactive Data File (embedded within 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 hereunto duly authorized. 5E Advanced Materials, Inc. Date: May 28, 2024 By: /s/ Paul Weibel Paul Weibel Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR