UNITED
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SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On August 7, 2025, Ramaco Resources, Inc. (the “Company”) closed its previously announced underwritten public offering (the “Offering”). The Company sold 10,666,667 shares of Class A common stock in the Offering at a public offering price of $18.75 per share. The aggregate gross proceeds to the Company from the Offering were approximately $200 million, before deducting underwriting discounts, commissions and other Offering expenses. All shares of Class A common stock sold in the Offering, other than the Additional Shares (as defined herein), were offered by the Company.
In connection with the Offering, Yorktown Energy Partners IX, L.P., Yorktown Energy Partners X, L.P. and Yorktown Energy Partners XI, L.P. (collectively, “Yorktown”), selling stockholders of the Company, granted the underwriters of the Offering a 30-day option to purchase up to an additional $30 million of the Company’s Class A common stock at the public offering price, less the underwriting discount (the “Additional Shares”). On August 6, 2025, the underwriters notified Yorktown that they had exercised their option to purchase the Additional Shares in full. The sale of the Additional Shares to the underwriters is expected to be completed on August 8, 2025 and the Company will not receive any proceeds from the sale of such Additional Shares.
The pricing of the Offering was previously reported on a Form 8-K filed by the Company with the SEC on August 6, 2025, which is incorporated herein by reference. The Offering was made pursuant to the Company’s effective registration statement on Form S-3 (No. 333-289251) as previously filed with the Securities and Exchange Commission and a related prospectus and prospectus supplement.
A copy of the opinion of ArentFox Schiff LLP relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 hereto. A copy of the press release announcing the closing of the Offering is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| 5.01 | ArentFox Schiff LLP Legal Opinion | |
| 23.1 | Consent of ArentFox Schiff LLP (included in Exhibit 5.1) | |
| 99.1 | Press release issued by Ramaco Resources, Inc., dated August 7, 2025. | |
| 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.
| Ramaco Resources, Inc. | ||
| By: | /s/ Randall W. Atkins | |
| Name: Randall W. Atkins | ||
| Title: Chairman and Chief Executive Officer | ||
Date: August 7, 2025