UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 5, 2025

 

IVANHOE ELECTRIC INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-41436

 

32-0633823

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

450 E Rio Salado Parkway, Suite 130

Tempe, Arizona

 

85281

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (480) 656-5821

 

(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 Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

 

IE

 

NYSE American

 

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal year.

 

As previously disclosed in the Current Report on Form 8-K filed by Ivanhoe Electric Inc. (the “Company”) on June 5, 2025, at the Company’s 2025 Annual Meeting of Stockholders, stockholders of the Company approved the amendment and restatement of the Amended and Restated Certificate of Incorporation of the Company to remove the supermajority voting requirements contained in those sections which required the approval of holders of at least 66 2/3% of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class.

 

These changes to the Amended and Restated Certificate of Incorporation became effective as of 7:00 a.m. Eastern Time on June 6, 2025 pursuant to the filing of an Amended and Restated Certificate of Incorporation (the “Updated Certificate”) with the Secretary of State of the State of Delaware on June 5, 2025.

 

The foregoing description of the Updated Certificate is not complete and is qualified in its entirety by reference to the Amended and Restated Certificate of Incorporation dated June 5, 2025 which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

3.1

 

Amended and Restated Certificate of Incorporation of Ivanhoe Electric Inc. dated June 5, 2025

104

 

Cover Page Interactive Data File (embedded with 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.

 

 

 

IVANHOE ELECTRIC INC.

 

 

 

 

Date: June 9, 2025

By:

/s/ Taylor Melvin

 

 

Taylor Melvin

 

 

 

President and Chief Executive Officer

 

 

 

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