Hycroft Mining Holding Corp 8-K, filed Jun 2, 2023
Hycroft Mining Holding Corp (HYMC)
About this 8-K
Hycroft Mining Holding Corp filed this 8-K on June 2, 2023.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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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).
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Item 8.01. Other Events.
On June 2, 2023, Hycroft Mining Holding Corporation (the “Company”) filed a prospectus supplement with the Securities and Exchange Commission (the “SEC”) in connection with the reactivation of the Company’s previously announced “at-the-market” offering program (the “ATM Offering”) solely to update the remaining amount of shares of the Company’s Class A common stock, par value $0.0001 per share, that the Company may issue and sell from time to time through B. Riley Securities, Inc. (the “Agent”) as sales agent or principal, pursuant to the terms of the Company’s previously announced At Market Issuance Sales Agreement, dated March 15, 2022, between the Company and the Agent (the “Sales Agreement”). The Company previously sold approximately $138.6 million of shares of the Company’s common stock pursuant to the Sales Agreement, and approximately $361.4 million shares of common stock remain available under the Sales Agreement.
The common stock is being offered and sold pursuant to the Company’s automatic shelf registration statement on Form S-3, filed with the SEC on June 30, 2021, which became effective immediately upon filing.
Anthony L.G., PLLC, counsel to the Company, has issued a legal opinion relating to the legality of the issuance and the sale of the Company’s common stock pursuant to the Sales Agreement. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 5.1 | Opinion of Anthony L.G., PLLC, dated June 2, 2023, relating to the validity of the shares to be issued pursuant to the Sales Agreement dated as of March 15, 2022. | |
| 23.1 | Consent of Anthony L.G., PLLC (included in Exhibit 5.1). | |
| 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.
| Dated: June 2, 2023 | Hycroft Mining Holding Corporation | |
| By: | /s/ Stanton Rideout | |
| Stanton Rideout | ||
| Executive Vice President and Chief Financial Officer | ||
Exhibit 5.1
ANTHONY L.G., PLLC
laura aNTHONy, esq JOHN CACOMANOLIS, ESQ* CHAD FRIEND, ESQ, LLM SVETLANA ROVENSKAYA, ESQ**
OF COUNSEL: Jessica Haggard, esq. *** MICHAEL R. GEROE, ESQ, CIPP/US**** CRAIG D. LINDER, ESQ***** PETER P. LINDLEY, ESQ, CPA, MBA john lowy, esq.****** STUART REED, ESQ LAZARUS ROTHSTEIN, ESQ. Harris Tulchin, Esq. ******* |
www.ANTHONYPLLC.com WWW.SECURITIESLAWBLOG.COM WWW.LAWCAST.COM
DIRECT E-MAIL: LANTHONY@ANTHONYPLLC.COM
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*licensed in FL and NY
**licensed in NY and NJ
***licensed in Missouri
****licensed in CA, DC, MO and NY
*****licensed in CA, FL and NY
******licensed in NY and NJ
*******licensed in CA and HI (inactive in HI)
June 2, 2023
VIA E-MAIL
Hycroft Mining Holding Corporation
P.O. Box 3030
Winnemucca, Nevada 89446
| Re: | Registration of Securities by Hycroft Mining Holding Corporation |
Ladies and Gentlemen:
We have acted as special counsel for Hycroft Mining Holding Corporation, a Delaware corporation (the “Company”), in connection with its filing of a registration statement on Form S-3 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), and the related prospectus supplement dated June 2, 2023 (the “Prospectus Supplement”) relating to the sale of shares (the “Shares”) of the Class A common stock, par value $0.0001 per share of the Company (the “Common Stock”), having an aggregate gross sales price of up to $361,439,789.15. The Shares will be sold pursuant to an At Market Issuance Sales Agreement, dated March 15, 2022, by and between the Company and B. Riley Securities, Inc. (the “Agreement”).
In connection with this opinion letter, we have examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting such investigation, we have relied, without independent verification, upon certificates of officers of the Company, public officials and other appropriate persons. In giving this opinion, we have assumed that, upon the issuance of any Shares, the Company will comply with the provisions of the Agreement which require that the total number of issued and outstanding shares of Common Stock not exceed the total number of shares of Common Stock that the Company is then authorized to issue under its Charter.
The opinion expressed below is limited to the Delaware General Corporation Law.
Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when the Shares have been issued, delivered and paid for in accordance with the terms of the Agreement, the Shares will be validly issued, fully paid and non-assessable.
625 N. FLAGLER DRIVE, SUITE 600 • WEST PALM BEACH, FLORIDA • 33401 • PHONE: 561-514-0936 • FAX 561-514-0832
June 2, 2023
Page 2
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to this firm under the caption “Legal Matters” in the Prospectus Supplement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
| Sincerely yours, | |
| /s/ Anthony L.G., PLLC |