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): October 9, 2025

HYCROFT MINING HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-38387	82-2657796
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

P.O. Box 3030

Winnemucca, Nevada

89446

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (775) 304-0260

(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 (see General Instruction A.2. below):

☐	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
Class A common stock, par value $0.0001 per share		HYMC		The Nasdaq Stock Market LLC

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 1.01. Entry into a Material Definitive Agreement.

Underwriting Agreement

On October 9, 2025, Hycroft Mining Holding Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with BMO Capital Markets acting as the lead book-running manager, Paradigm Capital Inc., acting as book-running manager, and Cormark Securities Inc. acting as co-manager (the “Underwriters”), in connection with its previously announced public offering (the “Public Offering”) of 23,076,924 shares (the “Shares”) of common stock of the Company at a price of $6.50 per Share. In addition, the Company granted the Underwriters a 30-day option to purchase up to an additional 3,295,076 Shares at the Underwriters’ discretion.

The Public Offering was made pursuant to a Registration Statement (No. 333-279292) on Form S-3, which was filed by the Company with the Securities and Exchange Commission on May 10, 2024, and declared effective on May 31, 2024, and the prospectus supplement filed on October 10, 2025. SCP Resource Finance LP acted as a capital markets advisor to the Company.

On October 9, 2025, the Underwriters exercised their over-allotment option to purchase 3,295,076 Shares. The Public Offering closed on October 14, 2025, and the Company received net proceeds of $164,996,952.00, after deducting underwriting discounts and estimated expenses payable by it in connection with the Public Offering. The Company intends to use the net proceeds to expand and accelerate its exploration and drilling programs, supporting its strategy to unlock additional near-mine and district-scale potential at the Hycroft Mine, and for general corporate and working capital needs, including the anticipated repayment or repurchase and elimination of our existing debt obligations, which are expected to be retired at a discount.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.

The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement attached hereto as Exhibit 1.1 and is incorporated herein by reference.

Anthony, Linder & Cacomanolis, PLLC, counsel to the Company, delivered an opinion as to legality of the issuance and sale of the Shares in the Public Offering, a copy of which is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

Item 8.01 Other Events.

The Company issued a press release on October 9, 2025, announcing the pricing of the Public Offering and issued a press release on October 13, 2025, announcing the Underwriters’ exercise of the over-allotment option. Copies of the press releases are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number		Description
1.1		Underwriting Agreement, dated October 9, 2025, by and between Hycroft Mining Holding Corporation and BMO Capital Markets and Paradigm Capital Inc.
5.1		Opinion of Anthony, Linder & Cacomanolis, PLLC
23.1		Consent of Anthony, Linder & Cacomanolis, PLLC (included in Exhibit 5.1)
99.1		Press Release dated October 9, 2025 announcing pricing of the Public Offering.
99.2		Press Release dated October 13, 2025 announcing exercise of over-allotment option.
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 thereunto duly authorized.

Date: October 14, 2025	Hycroft Mining Holding Corporation

	By:	/s/ Rebecca A. Jennings
		Rebecca A. Jennings
		Senior Vice President and General Counsel

Hycroft Mining Holding Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits