Item 3.03. Material Modification to Rights of Security Holders.
On January 19, 2021, Hyroft Mining Holding Corporation (the "Company") issued a
notice of adjustments (the "Warrant Adjustment Certificate") to holders of
certain of its warrants (the "Seller Warrants") issued by Hycroft Mining
Corporation ("Seller") pursuant to that certain Warrant Agreement, dated October
22, 2015 (the "Seller Warrant Agreement"), by and between Seller and
Computershare Inc. and its wholly-owned subsidiary, Computershare Trust Company,
N.A., a federally chartered trust company, collectively as the initial warrant
agent. The Seller Warrant Agreement and the Seller Warrants issued thereunder
were assumed by the Company, with Continental Stock Transfer & Trust Company LLC
as the successor warrant agent, in connection with the closing of the Company's
business combination on May 29, 2020 between the Company and Seller. The Company
has elected to prospectively deem all 2,508,002 shares of the Company's Class A
Common Stock, par value $0.0001 per share ("Common Stock") authorized for
issuance and which may be issued from time to time under the HYMC 2020
Performance and Incentive Pay Plan to be issued to "Restricted Persons" under
the Seller Warrant Agreement and prospectively adjust the terms of the Seller
Warrants.
In accordance with the adjustment provisions of the Seller Warrant Agreement,
(1) the exercise price of each Seller Warrant is decreased from $41.26 per share
of Common Stock to $40.31 per share of Common Stock; (2) the number of shares of
Common Stock issuable upon exercise of each Seller Warrant is increased from
0.27411 to 0.28055; and (3) as adjusted, the aggregate number of shares of
Common Stock issuable upon full exercise of the 12,721,623 outstanding Seller
Warrants is increased from 3,487,168 shares to 3,569,051 shares of Common Stock.
The foregoing summary of the Warrant Adjustment Certificate is qualified in its
entirety to the terms of the Warrant Adjustment Certificate attached as Exhibit
4.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
As previously disclosed in the Company's Current Report on Form 8-K filed with
the Securities and Exchange Commission on October 6, 2020, the Company completed
on October 6, 2020 an underwritten public offering of 9,583,334 units, each unit
consisting of one share of Common Stock and one warrant to purchase one share of
Common Stock at an exercise price of $10.50 per share (such warrants referred to
as the "HYMCL Warrants"). The HYMCL Warrants were issued pursuant to that
certain Warrant Agreement, dated as of October 6, 2020, by and between the
Company and Continental Stock Transfer & Trust Company, a New York corporation,
as warrant agent. Nasdaq has approved the Company's application to list the
HYMCL Warrants under the symbol "HYMCL" on The Nasdaq Capital Market with
trading to commence on January 25, 2021.
On January 19, 2021, the Company issued a press release announcing both the
adjustments to the terms of the Seller Warrants described in Item 3.03 above as
well as the listing of the HYMCL Warrants on The Nasdaq Capital Market described
in this Item 7.01. A copy of the press release is attached to this Current
Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, the information set
forth in Item 7.01 herein and in the press release is deemed to be "furnished"
and shall not be deemed to be "filed" for purposes of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and shall not be incorporated by
reference into any registration statement or other document filed under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The list of exhibits is set forth on the Exhibit Index of this Current Report on
Form 8-K and is incorporated herein by reference.
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