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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/19/23 5E Advanced Materials, Inc. 8-K:7,9 12/19/23 12:18M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 56K 2: EX-99.1 Miscellaneous Exhibit HTML 24K 3: EX-99.2 Miscellaneous Exhibit HTML 35K 7: R1 Document And Entity Information HTML 47K 10: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- feam-20231219_htm XML 16K 9: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 5: EX-101.LAB XBRL Labels -- feam-20231219_lab XML 42K 4: EX-101.PRE XBRL Presentations -- feam-20231219_pre XML 32K 6: EX-101.SCH XBRL Schema -- feam-20231219 XSD 11K 11: JSON XBRL Instance as JSON Data -- MetaLinks 12± 19K 12: ZIP XBRL Zipped Folder -- 0000950170-23-071581-xbrl Zip 40K
| 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM i 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i December 19, 2023 |
i 5E ADVANCED MATERIALS, INC.
(Exact name of Registrant as Specified in Its Charter)
i Delaware |
i 87-3426517 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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i 9329 Mariposa Road, Suite 210 |
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i Hesperia, i California |
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i 92344 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: i (442) i 221-0225 |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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i Common Stock |
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i FEAM |
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i The Nasdaq Global Select Market |
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 i ☒
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. i ☒
Item 7.01 Regulation FD Disclosure.
As previously announced, the Company will hold a conference call for shareholders and analysts on Tuesday, December 19, 2023 at 5:00 p.m. EST (9:00 a.m. Sydney) to discuss recent company developments, operational updates and the Company’s recently announced restructuring support agreement and financing package. Information on how to access the conference call was included in the Form 8-K and related press release filed with the U.S. Securities and Exchange Commission (the "SEC") on December 14, 2023. The slide presentation that will be referred to during the conference call, as well as an updated investor presentation (collectively the “Investor Presentations”), are attached hereto as Exhibits 99.1 and 99.2, respectively and are incorporated herein by reference.
As of December 8, 2023, the Company’s available cash and cash equivalents was $4.34 million.
The information furnished pursuant to this Item 7.01 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, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Forward-Looking Statements
The information in this Form 8-K and the attached Investor Presentations 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 Investor Presentations and this Form 8-K regarding our business strategy, plans, goal, and objectives are forward-looking statements. When used in the Investor Presentations and this Form 8-K, the words “believe,” “project,” “expect,” “anticipate,” “intend,” “budget,” “target,” “aim,” “strategy,” “estimate,” “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 5E’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 business strategies, including our downstream processing ambitions; our incurrence of significant net operating losses to date and plans to incur continued losses for the foreseeable future; risks and uncertainties relating to the development of the Fort Cady project, including our ability to timely and successfully complete our Small Scale Boron Facility; our ability to obtain, maintain and renew required governmental permits for our development activities, including satisfying all mandated conditions to any such permits; our ability to obtain stockholder approval for, and successfully implement, the Transaction (as defined and described in the Form 8-K filed with the SEC on December 6, 2023) and related matters on a timely manner or at all; the implementation of and expected benefits from certain reduced spending measures, and other risks and uncertainties set forth in our filings with the SEC from time to time, including the definitive proxy statement filed in connection with the Transaction on December 18, 2023 and certain stockholder approvals required thereby. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. These risks are not exhaustive and the information in this Form 8-K and the attached Investor Presentations may be subject to additional risks. No representation or warranty (express or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets, and opinions contained herein, and no liability whatsoever is accepted as to any errors, omissions, or misstatements contained herein. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as to the date of the Investor Presentations and this Form 8-K, respectively.
No Offer or Solicitation
This document is for information purposes only and is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of a proxy, consent, or authorization in any jurisdiction or any vote or approval in any jurisdiction pursuant to the Transaction (as defined and described in the Form 8-K filed with the SEC on December 6, 2023) or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offering of securities shall be made except by means of a prospectus in accordance with the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the Transaction (as defined and described in the Form 8-K filed with the SEC on December 6, 2023) and certain stockholder approvals required thereby. In connection with the Transaction, the Company filed a definitive proxy statement on Schedule 14A with the SEC on December 18, 2023. The Company has mailed the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the Transaction on or
about December 18, 2023. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY ALL RELEVANT DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED WITH THE SEC, INCLUDING THE COMPANY’S PROXY STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE TRANSACTION. Copies of the proxy statement and other relevant materials and any other documents filed by the Company with the SEC may be obtained free of charge at the SEC’s website, at www.sec.gov. In addition, stockholders may obtain free copies of the proxy statement and other relevant materials by directing a request to: 5E Advanced Materials, Inc., 9329 Mariposa Road, Suite 210, Hesperia, CA 92344.
Participants in Proxy Solicitation
The Company and its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in respect of the Transaction (as defined and described in the Form 8-K filed with the SEC on December 6, 2023). Information about the directors and executive officers of the Company is set forth in the Company's Annual Report on Form 10-K/A filed with the SEC on October 27, 2023, and the definitive proxy statement filed with the SEC on December 18, 2023 in connection with the Transaction on December 5, 2023. Other information regarding the persons who may be deemed participants in the proxy solicitations in connection with the Transaction, and a description of any interests that they have in the Transaction, by security holdings or otherwise, are contained in the definitive proxy statement and any other relevant materials to be filed with the SEC regarding the Transaction when they become available. Stockholders, potential investors, and other interested persons should read the definitive proxy statement carefully before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
Non-GAAP Financial Measures
The Investor Presentations include forward-looking non-GAAP financial measures. These measures may not be comparable to similar measures presented by other companies and should not be viewed as a substitute for measures reported under U.S. GAAP. These measures are commonly used in the mining industry to provide stockholders and potential investors with additional information regarding the Company’s future performance in its mining operations at projected full-run rates. The Investor Presentations contain references to the following: Full Year 1 EBITDA, Full Year 3 EBITDA and Full Year 6 EBITDA, each of which are forward-looking non-GAAP financial measures that are detailed in the Company’s Regulation S-K 1300 compliant Initial Assessment Report (the “Initial Assessment Report”). EBITDA is defined as net income before interest expenses, income tax expense, and depreciation. The Company has not provided a reconciliation of Full Year 1 EBITDA, Full Year 3 EBITDA and Full Year 6 EBITDA to the Company’s future net income, the most comparable financial measure calculated in accordance with GAAP, as such GAAP measure is not available on a forward-looking basis without unreasonable effort. Specifically, the Company could not calculate interest, income taxes, depreciation or the effect of certain corporate level transactions or activities, on a forward-looking basis with any reasonable degree of accuracy, but such items could be significant and have a material impact on the Company’s net income. For more information regarding these forward-looking non-GAAP financial measures, you should read the Company’s Initial Assessment Report included as Exhibit 96.1 to the Company’s Annual Report on Form 10-K/A filed with the SEC on October 27, 2023.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
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Description |
99.1 |
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99.2 |
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104 |
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Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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.
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5E Advanced Materials, Inc. |
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Date: |
By: |
/s/ Paul Weibel |
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Paul Weibel |
| This ‘8-K’ Filing | Date | Other Filings | ||
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| Filed on / For Period end: | 12/19/23 | |||
| 12/18/23 | DEF 14A | |||
| 12/14/23 | 8-K | |||
| 12/8/23 | SC 13D | |||
| 12/6/23 | 8-K, PRE 14A | |||
| 12/5/23 | PRE 14A | |||
| 10/27/23 | 10-K/A | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/28/24 5E Advanced Materials, Inc. 424B5 1:337K Donnelley … Solutions/FA 2/28/24 5E Advanced Materials, Inc. 424B3 1:236K Donnelley … Solutions/FA 2/23/24 5E Advanced Materials, Inc. S-3/A 10:379K Donnelley … Solutions/FA 2/20/24 5E Advanced Materials, Inc. S-3/A 10:333K Donnelley … Solutions/FA 2/02/24 5E Advanced Materials, Inc. S-3/A 10:377K Donnelley … Solutions/FA 2/02/24 5E Advanced Materials, Inc. S-3/A 10:333K Donnelley … Solutions/FA 12/20/23 5E Advanced Materials, Inc. S-3 11:347K Donnelley … Solutions/FA |