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6-K

Aduro Clean Technologies Inc. (ADUR)

6-K 2025-07-07 For: 2025-07-03
View Original
Added on April 12, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2025

Commission File Number 001-42393

Aduro Clean Technologies Inc.

(Translation of registrant's name into English)

542 Newbold Street, London, Ontario  N6E 2S5, Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.    Form 20-F  [X]  Form 40-F  [  ]

SUBMITTED HEREWITH

EXHIBIT

99.1 News release dated July 3, 2025
99.2 Material Change Report dated July 3, 2025

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.

Aduro Clean Technologies Inc.

"Mena Beshay"

Mena Beshay, Chief Financial Officer

Date:  July 3, 2025

Aduro Clean Technologies Inc.: Exhibit 99.1 - Filed by newsfilecorp.com

Aduro Clean Technologies Announces Grant of Stock Options and RSUs

London, Ontario, July 3^rd^, 2025 - Aduro Clean Technologies Inc. ("Aduro" or the "Company") (Nasdaq: ADUR) (CSE: ACT) (FSE: 9D5), a clean technology company using the power of chemistry to transform lower-value feedstocks, like waste plastics, heavy bitumen, and renewable oils, into resources for the 21^st^century, announces today that it has granted (the "Option Grant") an aggregate of 743,500 stock options (each, an "Option") to purchase up to 743,500 common shares of the Company to certain directors, officers, employees and consultants of the Company.

The Options are exercisable for a period of 5 years from the date of Grant at a price of $13.50 per common share. The Options will vest on a monthly basis over a period of two years from the date of the Option Grant.

In addition, the Company granted (the "RSU Grant") 100,000 restricted share units of the Company (each, an "RSU") to a consultant of the Company. Each RSU represents the right to receive, once vested, one common share in the capital of the Company. The RSUs will vest in three tranches, with the 35,000 RSUs vesting immediately upon the date of grant, 35,000 RSUs vesting on the date which is 6 months following the date of grant, and 30,000 RSUs vesting on the date which is 12 months following the date of grant. All 743,500 of the Options, 100,000 of the RSUs, and the common shares underlying such Options and RSUs are subject to a hold period of four months and one day from the date of issuance.

None of the securities acquired in the Option Grant or the RSU Grant will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This news release shall not constitute an offer to sell or solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.

About Aduro Clean Technologies

Aduro Clean Technologies is a developer of patented water-based technologies to chemically recycle waste plastics; convert heavy crude and bitumen into lighter, more valuable oil; and transform renewable oils into higher-value fuels or renewable chemicals. The Company's Hydrochemolytic™ Technology relies on water as a critical agent in a chemistry platform that operates at relatively low temperatures and cost, a game-changing approach that converts low-value feedstocks into resources for the 21^st^century.

For further information, please contact:

Abe Dyck, Head of Business Development and Investor Relations [email protected]

+1 226 784 8889

KCSA Strategic Communications Jack Perkins, Senior Vice President [email protected]

Forward-Looking Statements

This news release contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events, or developments that the Company believes, expects, or anticipates will or may occur in the future are forward-looking statements. These include, but are not limited to, statements regarding the anticipated benefits of the Option Grant and RSU Grant, including the Company's ability to attract and retain qualified personnel and consultants, and the potential contributions of such individuals to the Company's business objectives. Forward-looking statements reflect management's current expectations based on information currently available and are subject to a number of risks and uncertainties that may cause actual outcomes to differ materially from those discussed in the forward- looking statements. Although the Company believes that the assumptions underlying these statements are reasonable, forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those anticipated. Important factors that could cause actual results to differ materially include, but are not limited to, changes in market conditions, the Company's ability to execute its business strategy, the performance and retention of key personnel and consultants, and other risks detailed from time to time in the Company's public disclosure documents. The Company disclaims any intent or obligation to update or revise any forward-looking statements, except as required by applicable law.

Aduro Clean Technologies Inc.: Exhibit 99.2 - Filed by newsfilecorp.com

51-102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Aduro Clean Technologies Inc. (the "Company" or "Aduro") 542 Newbold St. London, ON N6E 2S5

Item 2 Date of Material Change

July 3, 2025

Item 3 News Release

The news release dated July 3, 2025 was disseminated via GlobeNewswire.

Item 4 Summary of Material Change

The Company granted (the "Option Grant") an aggregate of 743,500 stock options (each, an "Option") to purchase up to 743,500 common shares of the Company to certain directors, officers, employees and consultants of the Company. The Options are exercisable for a period of 5 years from the date of grant at a price of $13.50 per common share. The Options will vest on a monthly basis over a period of two years from the date of the Option Grant. In addition, the Company granted (the "RSU Grant") 100,000 restricted share units of the Company (each, an "RSU") to a consultant of the Company. Each RSU represents the right to receive, once vested, one common share in the capital of the Company. The RSUs will vest in three tranches, with the 35,000 RSUs vesting immediately upon the date of grant, 35,000 RSUs vesting on the date which is 6 months following the date of grant, and 30,000 RSUs vesting on the date which is 12 months following the date of grant.

All 743,500 of the Options, 100,000 of the RSUs, and the common shares underlying such Options and RSUs are subject to a hold period of four months and one day from the date of issuance.

None of the securities acquired in the Option Grant or the RSU Grant will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act.

Item 5 Full Description of Material Change

The material change is fully described in Item 4 above and in the news release dated July 3, 2025 which has been filed on SEDAR+.

Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

N/A

  • 2 -

Item 7 Omitted Information

None

Item 8 Executive Officer

Ofer Vicus, Chief Executive Officer Telephone: 604-362-7011

Item 9 Date of Report

July 3, 2025