Item 1.01 Entry into a Definitive Material Agreement.
First Amendment to Subscription Agreement
Hycroft Mining Holding Corporation (the "Company") and American Multi-Cinema,
Inc. ("AMC") entered into a First Amendment to Subscription Agreement (the
"Subscription Amendment") dated as of April 8, 2022 which amends the
Subscription Agreement dated March 14, 2022 (the "Subscription Agreement")
between the Company and AMC. In order to comply with Rule 5640 - Voting Rights
Policy of the Nasdaq Stock Market Listing Requirements, the Subscription
Amendment amends Section 4.5 of the Subscription Agreement to provide that the
right of AMC to have a designated director on the Company's board of directors
(the "Board") is also conditioned upon AMC owning at least 5% of the Company's
voting securities.
The foregoing description of the Subscription Amendment does not purport to be
complete and is subject to, and qualified in its entirety by reference to, the
full text of the Subscription Amendment, a copy of which is attached to this
Current Report on Form 8-K as Exhibit 10.1 hereto. A copy of the Subscription
Agreement is included as Exhibit 10.3 to the Company's Current Report on Form
8-K filed with the Securities and Exchange Commission ("SEC") on March 15, 2022.
First Amendment to Warrant Agreements
On April 8, 2022, the Company entered into a First Amendment to Warrant
Agreement (the "First Amendment") with each of AMC and 2176423 Ontario Limited
("Ontario"), an entity affiliated with Eric Sprott, which amends each Warrant
Agreement dated March 14, 2022 (the "Warrant Agreement") with each of AMC and
Ontario in order to replace the Company as warrant agent by appointing
Continental Stock Transfer & Trust Company, a New York corporation, as warrant
agent under the Warrant Agreement on behalf of the Company.
The foregoing description of the First Amendment does not purport to be complete
and is subject to, and qualified in its entirety by reference to, the full text
of the First Amendment, copies of which are attached to this Current Report on
Form 8-K as Exhibits 10.2 and 10.3 hereto. A copy of the Warrant Agreement with
AMC is included as Exhibit 10.5 to the Company's Current Report on Form 8-K
filed with the SEC on March 15, 2022. A copy of the Warrant Agreement with
Ontario is included as Exhibit 4.6 to the Company's Annual Report on Form 10-K
filed with the SEC on March 31, 2022.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 8, 2022, the Company's Board increased the number of directors on the
Board from six to seven and appointed Sean D. Goodman, Executive Vice President
and Chief Financial Officer of AMC Entertainment Holdings Inc. and its
wholly-owned subsidiary, AMC, to fill the newly created directorship on the
Board, effective on such date. Mr. Goodman has also been appointed as a member
of the Board's Audit Committee and Nominating and Governance Committee.
Mr. Goodman's appointment to the Board and his nomination for election as a
director of the Company at the Company's Annual Meeting to be held on June 2,
2022 is being made under the terms of the Subscription Agreement, as amended by
the Amendment (the "Amended Subscription Agreement"), pursuant to which AMC
purchased 23,408,240 units of the Company (each a "Unit") at a purchase price
per Unit of $1.193, with each Unit consisting of one share of the Company's
common stock (the "Common Stock") and one warrant to purchase one share of
Common Stock providing for a total purchase price of $27.9 million. The Amended
Subscription Agreement provides AMC with the right to appoint a director to the
Board and the Company agrees to support such director's nomination so long as
AMC retains at least 50% of the Common Stock purchased under the Subscription
Agreement and AMC holds at least 5% of the voting power of the Company.
Mr. Goodman is entitled to compensation for his service as a director in
accordance with the Board's compensation policy for non-employee directors. See
"Director Compensation " in the Company's Proxy Statement for its 2021 Annual
Meeting filed with the Securities and Exchange Commission on April 14, 2021. In
addition, the Company will enter into its standard form of Indemnification
Agreement with Mr. Goodman. The form of Indemnification Agreement is provided as
Exhibit 10.6 to the Company's Current Report on Form 8-K, filed with the SEC on
June 4, 2020.
Item 7.01. Regulation FD Disclosure.
On April 11, 2022, the Company issued a press release announcing the
appointments of (i) Stephen Lang, a member of the Board, as Chair of the Board
of Directors, and (ii) Mr. Goodman as a member of the Board. A copy of the press
release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information set
forth in this Item 7.01 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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