5E Advanced Materials Files 8-K with Material Agreement

TL;DR

5E Advanced Materials signed a big deal, filing an 8-K. Details TBD.

AI Summary

On August 26, 2024, 5E Advanced Materials, Inc. entered into a Material Definitive Agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The specific details of the agreement and the equity sales were not fully disclosed in the provided text.

Why It Matters

This filing indicates a significant new agreement for 5E Advanced Materials, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity securities, which can introduce uncertainty and potential dilution.

Key Numbers

• 001-41279 — SEC File Number (Identifies the company's filing with the SEC.)
• 87-3426517 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• 5E Advanced Materials, Inc. (company) — Registrant
• August 26, 2024 (date) — Date of earliest event reported
• 001-41279 (company) — SEC File Number
• 87-3426517 (company) — IRS Employer Identification No.

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common stock, $0.01 par value per share FEAM The Nasdaq
• $0.75 — ned basis for consideration equating to $0.75 for one Share and two Warrants. The exe
• $0.7981 — rcise price for each of the Warrants is $0.7981 per share. The Shares were offered pu
• $100,000 — ble fees of legal counsel not to exceed $100,000. The Purchase Agreement and the Place

Filing Documents

• feam-20240826.htm (8-K) — 53KB
• feam-ex1_1.htm (EX-1.1) — 102KB
• feam-ex4_1.htm (EX-4.1) — 140KB
• feam-ex4_2.htm (EX-4.2) — 140KB
• feam-ex5_1.htm (EX-5.1) — 17KB
• feam-ex10_1.htm (EX-10.1) — 347KB
• img29689573_0.jpg (GRAPHIC) — 19KB
• img29689573_1.jpg (GRAPHIC) — 4KB
• 0000950170-24-101428.txt ( ) — 1078KB
• feam-20240826.xsd (EX-101.SCH) — 24KB
• feam-20240826_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 26, 2024, 5E Advanced Materials, Inc., a Delaware corporation (the "Company"), entered into a securities purchase agreement (the "Purchase Agreement") with the purchaser named therein (the "Purchaser"), providing for the issuance and sale by the Company of an aggregate of: (i) 5,333,333 shares (the "Shares") of the Company's common stock, $0.01 par value per share (the "Common Stock"), (ii) Series A warrants to purchase up to an aggregate of up to 5,333,333 shares of Common Stock (the "Series A Warrants") and (iii) Series B warrants to purchase an aggregate of 5,333,333 shares of Common Stock (the "Series B Warrants" and, collectively with the Series A Warrants, the "Warrants"). The Shares and Warrants were offered and sold on a combined basis for consideration equating to $0.75 for one Share and two Warrants. The exercise price for each of the Warrants is $0.7981 per share. The Shares were offered pursuant to an effective shelf registration statement on Form S-3 (File No. 333-276162) (the "Registration Statement") and a related prospectus supplement filed with the Securities and Exchange Commission (the "Registered Direct Offering"). The Warrants were sold in a concurrent private placement (the "Private Placement"), exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Series A Warrants and the Series B Warrants are initially exercisable on February 27, 2025. The Series A Warrants will expire on February 27, 2030 and the Series B Warrants will expire on February 27, 2027. The Warrants contain standard adjustments to the exercise price including for stock splits, stock dividends, rights offerings and pro rata distributions. The Warrants also include certain rights upon the occurrence of a "fundamental transaction" (as described in the Warrants), including the right of the holder thereof to receive from the Company or a successor

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained above in Item 1.01 relating to the Private Placement of the Warrants is incorporated by reference into this Item 3.02 in its entirety. Based in part upon the representations of the Purchaser in the Purchase Agreement, the offering and sale of the Warrants were exempt from registration under Section 4(a)(2) of the Securities Act. The sales of the Warrants, and the shares of Common Stock issuable upon exercise thereof, by the Company in the Private Placement were not registered under the Securities Act or any state securities laws, and neither the Warrants nor the shares of Common Stock issuable upon exercise thereof may be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements. The sale of such securities did not involve a public offering and was made without general solicitation or general advertising. In the Purchase Agreement, the Purchaser represented that it is an accredited investor, as such term is defined in Rule 501 under the Securities Act.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Placement Agency Agreement, dated as of August 26, 2024, between the Company and Maxim Group LLC. 4.1 Form of Series A Common Stock Purchase Warrant. 4.2 Form of Series B Common Stock Purchase Warrant. 5.1 Opinion of Latham & Watkins LLP. 10.1 Form of Securities Purchase Agreement. 23.1 Consent of Latham & Watkins LLP (included in Exhibit 5.1). 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, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 5E Advanced Materials, Inc. Date: August 28, 2024 By: /s/ Paul Weibel Paul Weibel Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR