8-K/A
5E Advanced Materials, Inc. (FEAM)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): January 23, 2025 (January 21, 2025) |
|---|
5E ADVANCED MATERIALS, INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-41279 | 87-3426517 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 9329 Mariposa Road, Suite 210 | ||
| Hesperia, California | 92344 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: (442) 221-0225 | ||
| --- |
(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:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, $0.01 par value per share | FEAM | 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 ☒
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. ☒
Item 9.01 Financial Statements and Exhibits.
This Amendment on Form 8-K/A is being filed solely to correct an inadvertent technical error in the hyperlink of Exhibit 10.1 to the Current Report on Form 8-K of 5E Advanced Materials, Inc. (the “Company”), filed with the Securities and Exchange Commission on January 21, 2025 (the “Original Report”). Other than fixing the technical error in the hyperlink, no other changes are being made to the Original Report.
(d) Exhibits
| Exhibit<br><br>Number | Description |
|---|---|
| 10.1 | Amendment to the 5E Advanced Materials, Inc. 2022 Equity Compensation Plan. |
| 104 | Cover Page Interactive Data File (embedded within 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.
| 5E Advanced Materials, Inc. | |||
|---|---|---|---|
| Date: | January 23, 2025 | By: | /s/ Joshua Malm |
| Joshua Malm<br>Chief Financial Officer, Treasurer and Corporate Secretary |
EX-10.1
Exhibit 10.1
AMENDMENT TO THE 2022 EQUITY COMPENSATION PLAN
This Amendment (the “Plan Amendment”) to the 5E Advanced Materials, Inc. Equity Compensation Plan (the “Incentive Plan”), is made effective as of the 31st day of October, 2024 (the “Amendment Effective Date”), by 5E Advanced Materials, Inc., a Delaware corporation (the “Company”).
- Section 3(a). Section 3(a) of the Incentive Plan is hereby amended and restated in its entirety with the following:
“Subject to Section 14 of the Incentive Plan, the maximum number of shares of Common Stock available for issuance pursuant to Awards granted under the Incentive Plan is 7,500,000 (the “Plan Share Reserve”). The Company cannot increase such number without shareholder approval.”
- This First Amendment shall be and, as of the Amendment Effective Date, is hereby incorporated in and forms a part of the Incentive Plan.
- Except as expressly provided herein, all terms and conditions of the Incentive Plan shall remain in full force and effect.