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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): February 28, 2024
IDAHO
COPPER CORPORATION
(Exact
name of Registrant as specified in its Charter)
Nevada |
|
333-108715 |
|
98-0221494 |
(State
or Other Jurisdiction |
|
(Commission |
|
(I.R.S.
Employer |
of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
800
W. Main Street, Suite 1460, Boise, Idaho 83702
(Address
of Principal Executive Offices)
208-274-9220
(Registrant’s
Telephone Number, including area code)
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 14-a-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: None.
Title
of each class |
|
Trading
Symbols |
|
Name
of each exchange on which registered |
Common
Stock |
|
COPR |
|
OTC
|
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
On
February 28, 2024, Idaho Copper Corporation, a Nevada corporation (the “Company”), entered into subscription agreements (each
a “Subscription Agreement”) with 23 accredited investors (each, a “Subscriber” and collectively, the “Subscribers”),
pursuant to which the Company offered and sold to the Subscribers in a private placement offering (the “Offering”), a total
of 141 units (each, a “Unit” and, collectively, the “Units”), for a purchase price of $12,000 per Unit, and a
total purchase price of $1,692,000. Each Unit consists of one (1) share of the Company’s
Series A Convertible Non-Voting Preferred Stock, par value $0.001 per share (the “Preferred Stock”), and (ii) 62,500
common stock purchase warrants (the “Warrants”). Each share of Preferred Stock converts
into 50,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”). The Warrant entitles
the holders to shares of Common Stock for three (3) years, at an exercise price of $0.24 per share. The Company intends to
utilize the net proceeds from the sale of the Units in the Offering for working capital and general corporate purposes.
Newbridge
Securities Corporation acted as the sole placement agent (the “Placement Agent”) on a best efforts basis pursuant to a Placement
Agency Agreement dated September 7, 2023, as amended on December 27, 2023. Pursuant to this agreement, the Placement Agent will receive
cash commissions of 10.0% of the gross purchase price of the Units sold. Certain members of Placement Agent participated as investors
in the Offering.
Pursuant
to the Subscription Agreement, the Company agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”)
to register the re-sale of the shares of Common Stock issuable upon the conversion of the Preferred Stock and upon the exercise of the
Warrants within 90 business days after the final Closing date. If the Company fails to file a registration statement by such date, the
Company shall pay the Subscribers 2.5% of their respective purchase price for each 30 days that the registration statement is not filed,
with a maximum of 10%.
The
foregoing description of the Subscription Agreement and the Warrants are not complete and is qualified in its entirety by reference to
the full text of the forms of Subscription Agreement and the Warrants, copies of which are attached hereto as Exhibits 4.7 and 10.10
to this current report, respectively, and incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
Reference
is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.
The
issuance of the Units, the Preferred Stock and the Warrants were not registered under the Securities Act of 1933, as amended (the “Securities
Act”), in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation
D promulgated by the SEC thereunder. The Company relied on these exemptions from registration based
in part on the representations made by the Subscribers in the Subscription Agreement. At the time of their issuance, the Units,
the Shares and the Warrants were deemed to be restricted securities for purpose of the Securities Act and will bear restrictive legends
placed thereon to that effect. These securities may not be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
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:
March 5, 2024
|
IDAHO
COPPER CORPORATION |
|
|
|
|
By: |
/s/
Robert Scannell |
|
Name: |
Robert
Scannell |
|
Title: |
Chief
Financial Officer |
Exhibit 4.7
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED
UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS SUCH SALE, TRANSFER, PLEDGE
OR HYPOTHECATION IS IN ACCORDANCE WITH SUCH ACT AND APPLICABLE STATE SECURITIES LAWS.
Warrant
No. _________
No.
of Shares of Common Stock: __________
WARRANT
to
Purchase Common Stock of
IDAHO
COPPER CORPORATION
a
Nevada Corporation
This
Warrant certifies that __________________ (“Buyer”), is entitled to purchase from Idaho Copper Corporation, a Nevada corporation
(the “Company”), ________________shares of Common Stock (or any portion thereof) at an exercise price of $0.24 per share
of Common Stock, for a period of three (3) years from the date hereof, all on the terms and conditions hereinafter provided.
Section
1. Certain Definitions. As used in this Warrant, unless the context otherwise requires:
“Articles”
shall mean the Articles of Incorporation of the Company, as in effect from time to time.
“Common
Stock” shall mean the Company’s authorized common stock, $0.001 par value per share.
“Exercise
Price” shall mean the exercise price per share of Common Stock set forth above, as adjusted from time to time pursuant to Section
3 below.
“Securities
Act” shall mean the Securities Act of 1933, as amended.
“Warrant”
shall mean this Warrant and all additional or new warrants issued upon division or combination of, or in substitution for, this Warrant.
All such additional or new warrants shall at all times be identical as to terms and conditions and date, except as to the number of shares
of Common Stock for which they may be exercised.
“Warrant
Stock” shall mean the shares of Common Stock purchasable by the holder of this Warrant upon the exercise of such Warrant.
“Warrantholder”
shall mean the Buyer, as the initial holder of this Warrant, and its nominees, successors or assigns, including any subsequent holder
of this Warrant to whom it has been legally transferred.
Section
2. Exercise of Warrant.
(a)
At any time during the three (3) years following the date hereof, the Buyer may at any time and from time to time exercise this Warrant,
in whole or in part.
(b)
(i) The Warrantholder shall exercise this Warrant by means of delivering to the Company at its office identified in Section 13
below (A) a written notice of exercise, including the number of shares of Warrant Stock to be delivered pursuant to such exercise, (B)
this Warrant, and (C) payment equal to the Exercise Price in accordance with Section 2(b)(ii). In the event that any exercise
shall not be for all shares of Warrant Stock purchasable hereunder, the Company shall deliver to the Warrantholder a new Warrant registered
in the name of the Warrantholder, of like tenor to this Warrant and for the remaining shares of Warrant Stock purchasable hereunder,
within ten (10) days of any such exercise. Such notice of exercise shall be in the subscription form set out at the end of this Warrant
(the “Subscription Form”).
(ii)
The Warrantholder may elect to pay the Exercise Price to the Company either by cash, certified check or wire transfer.
(c)
Upon exercise of this Warrant and delivery of the Subscription Form with proper payment relating thereto, the Company shall cause to
be executed and delivered to the Warrantholder a certificate or certificates representing the aggregate number of fully paid and nonassessable
shares of Common Stock issuable upon such exercise.
(d)
The stock certificate or certificates for Warrant Stock to be delivered in accordance with this Section 2 shall be in such denominations
as may be specified in said notice of exercise and shall be registered in the name of the Warrantholder or such other name or names as
shall be designated in said notice. Such certificate or certificates shall be deemed to have been issued and the Warrantholder or any
other person so designated to be named therein shall be deemed to have become the holder of record of such shares, including to the extent
permitted by law the right to vote such shares or to consent or to receive notice as stockholders, as of the time said notice is delivered
to the Company as aforesaid.
(e)
The Company shall pay all expenses payable in connection with the preparation, issuance, and delivery of stock certificates under this
Section 2, including any transfer taxes resulting from the exercise of the Warrant and the issuance of Warrant Stock hereunder.
(f)
All shares of Warrant Stock issuable upon the exercise of this Warrant in accordance with the terms hereof shall be validly issued, fully
paid and nonassessable, and free from all liens and other encumbrances thereon, other than liens or other encumbrances created by the
Warrantholder.
(g)
In no event shall any fractional share of Common Stock of the Company be issued upon any exercise of this Warrant. If, upon any exercise
of this Warrant, the Warrantholder would, except as provided in this paragraph, be entitled to receive a fractional share of Common Stock,
then the Company shall deliver in cash to such holder an amount equal to such fractional interest.
Section
3. Adjustment of Exercise Price and Warrant Stock.
(a)
Subdivision or Combination of Common Stock. If, at any time prior to the Expiration Date, the number of outstanding shares of
Common Stock is (i) increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common
Stock, or (ii) decreased by a combination of shares of Common Stock, then, following the record date fixed for the determination of holders
of Common Stock entitled to receive the benefits of such stock dividend, subdivision, split-up, or combination, the Exercise Price shall
be adjusted to a new amount equal to the product of (A) the Exercise Price in effect on such record date, and (B) the quotient obtained
by dividing (x) the number of shares of Common Stock outstanding on such record date (without giving effect to the event referred to
in the foregoing clause (i) or (ii)), by (y) the number of shares of Common Stock which would be outstanding immediately after the event
referred to in the foregoing clause (i) or (ii), if such event had occurred immediately following such record date.
(b)
Upon each adjustment of the Exercise Price as provided in Section 3(a), the Warrantholder shall thereafter be entitled to subscribe
for and purchase, at the Exercise Price resulting from such adjustment, the number of shares of Warrant Stock equal to the product of
(i) the number of shares of Warrant Stock existing prior to such adjustment, and (ii) the quotient obtained by dividing (A) the Exercise
Price existing prior to such adjustment by (B) the new Exercise Price resulting from such adjustment.
(c)
If, at any time prior to the Expiration Date, there occurs an event which would cause the automatic conversion (“Automatic Conversion”)
of the Warrant Stock into shares of Common Stock in accordance with the Articles, then any Warrant shall thereafter be exercisable, prior
to the Expiration Date, into the number of shares of Common Stock into which the Warrant Stock would have been convertible pursuant to
the Articles if the Automatic Conversion had not taken place.
(d)
Adjustments to Exercise Price. (i) If the Company, at any time while this Warrant is outstanding, shall 3 sell or grant any option
to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue any Common Stock entitling any person or entity
to acquire shares of Common Stock (upon conversion, exercise or otherwise), at an effective price per share less than the then $0.24
or at a future effective price that will be less than the then $0.24 whether by elimination of an applicable floor price, reset provisions,
floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection
with such issuance at any time while such Common Stock or Common Stock equivalents are in existence, (such lower price, the “Base
Share Price” and such issuances collectively, a “Dilutive Issuance”), then the then Exercise Price shall
be reduced at the option of the Warrantholder to equal the Base Share Price and the number of Warrant Stock issuable hereunder shall
be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price,
shall be equal to the aggregate Exercise Price prior to such adjustment.
(ii)
The aggregate Exercise Price prior to such adjustment will be calculated as follows: the total number of Warrant Stock issuable upon
exercise of this Warrant immediately prior to adjustment pursuant to this Section 3(d) multiplied by the Exercise Price in effect
immediately prior to such adjustment,
By
way of example, if E is the total number of Warrant Stock issuable upon exercise of this Warrant immediately prior to such adjustment,
F is the Exercise Price in effect immediately prior to such adjustment, and G is the Base Share Price, the adjustment to the number of
Warrant Stock can be expressed in the following formula: Total number of Warrant Stock after such Dilutive Issuance = the number obtained
from dividing [E x F] by G.
(iii)
The Company shall notify the Warrantholder in writing, no later than five (5) business days following the issuance of any Common Stock
or Common Stock equivalents subject to this Section 3(d), indicating therein the applicable issuance price, or applicable reset price,
exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”); provided, that
whether (i) the Company provides a Dilutive Issuance Notice pursuant to this Section 3(d) upon the occurrence of any Dilutive
Issuance, or (ii) the Warrantholder accurately refers to the number of Warrant Stock or Base Share Price in the Exercise Notice, the
Warrantholder is entitled to receive a number of Warrant Stock based upon the Base Share Price as well as the Base Share Price at all
times on and after the date of such Dilutive Issuance.
Section
4. Division and Combination. This Warrant may be divided or combined with other Warrants upon presentation at the aforesaid office
of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed
by the Warrantholder or its agent or attorney. The Company shall pay all expenses in connection with the preparation, issue and delivery
of Warrants under this Section 4, including any transfer taxes resulting from the division or combination hereunder. The Company
agrees to maintain at its aforesaid office books for the registration of the Warrants.
Section
5. Reclassification or Change of Common Stock. In case of any reclassification or change of the outstanding Common Stock (other
than as a result of a subdivision, combination or stock dividend) at any time prior to the Expiration Date, then, as a condition of such
reclassification or change, lawful provision shall be made, and duly executed documents evidencing the same from the Company shall be
delivered to the Warrantholder, so that the Warrantholder shall have the right prior to the Expiration Date to purchase, at a total price
not to exceed that payable upon the exercise of this Warrant, the kind and amount of shares of stock and other securities and property
receivable upon such reclassification or change by a holder of the number of shares of Common Stock of the Company which might have been
purchased by the Warrantholder immediately prior to such reclassification or change, in any such case appropriate provisions shall be
made with respect to the rights and interest of the Warrantholder to the end that the provisions hereof (including provisions for the
adjustment of the Exercise Price and of the number of shares purchasable upon exercise of this Warrant) shall thereafter be applicable
in relation to any shares of stock and other securities and property thereafter deliverable upon exercise hereof.
Section
6. Reservation and Authorization of Capital Stock. The Company shall at all times reserve and keep 4 available for issuance such
number of its authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all outstanding
Warrants.
Section
7. Stock and Warrant Books. The Company will not at any time, except upon dissolution, liquidation or winding up, close its stock
books or Warrant books so as to result in preventing or delaying the exercise of any Warrant.
Section
8. Limitation of Liability. No provisions hereof, in the absence of affirmative action by the Warrantholder to purchase Warrant
Stock hereunder, shall give rise to any liability of the Warrantholder to pay the Exercise Price or as a stockholder of the Company (whether
such liability is asserted by the Company or creditors of the Company).
Section
9. Transfer. Subject to compliance with the Securities Act and the applicable rules and regulations promulgated thereunder, this
Warrant and all rights hereunder shall be transferable in whole or in part. Any such transfer shall be made at the office or agency of
the Company at which this Warrant is exercisable, by the registered holder hereof in person or by its duly authorized attorney, upon
surrender of this Warrant together with the assignment hereof properly endorsed, and promptly thereafter a new warrant shall be issued
and delivered by the Company, registered in the name of the assignee. Until registration of transfer hereof on the books of the Company,
the Company may treat the Buyer as the owner hereof for all purposes.
Section
10. Investment Representations; Restrictions on Transfer of Warrant Stock. Unless a current registration statement under the Securities
Act shall be in effect with respect to the Warrant Stock to be issued upon exercise of this Warrant, the Warrantholder, by accepting
this Warrant, covenants and agrees that, at the time of exercise hereof, and at the time of any proposed transfer of Warrant Stock acquired
upon exercise hereof, such Warrantholder will deliver to the Company a written statement that the securities acquired by the Warrantholder
upon exercise hereof are for the account of the Warrantholder or are being held by the Warrantholder as trustee, investment manager,
investment advisor or as any other fiduciary for the account of the beneficial owner or owners for investment and are not acquired with
a view to, or for sale in connection with, any distribution thereof (or any portion thereof) and with no present intention (at any such
time) of offering and distributing such securities (or any portion thereof).
Section
11. Loss, Destruction of Warrant Certificates. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction
or mutilation of any Warrant and, in the case of any such loss, theft or destruction, upon receipt of indemnity and/or security satisfactory
to the Company or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company will make and deliver,
in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to purchase the
same aggregate number of shares of Common Stock.
Section
12. Amendments. The terms of this Warrant may be amended, and the observance of any term herein may be waived, but only with the
written consent of the Company and the Warrantholder.
Section
13. Notices Generally. Any notice, request, consent, other communication or delivery pursuant to the provisions hereof shall be
in writing and shall be sent by one of the following means: (i) by registered or certified first class mail, postage prepaid, return
receipt requested; (ii) by facsimile transmission with confirmation of receipt or other form of electronic transmission; (iii) by nationally
recognized courier service guaranteeing overnight delivery; or (iv) by personal delivery, and shall be properly addressed to the Warrantholder
at the last known address, facsimile number or email appearing on the books of the Company, or, except as herein otherwise expressly
provided, to the Company at its principal executive office, or such other address or facsimile number as shall have been furnished to
the party giving or making such notice, demand or delivery.
Section
14. Successors and Assigns. This Warrant shall bind and inure to the benefit of and be enforceable by the parties hereto and their
respective permitted successors and assigns. 5
Section
15. Governing Law; Venue. In all respects, including all matters of construction, validity and performance, this Warrant and the
obligations arising hereunder shall be governed by, and construed and enforced in accordance with the laws of the State of Nevada. Any
action arising under or related to this Warrant or the Warrant Stock shall be heard exclusively in federal or state court sitting in
Washoe County, Nevada, and expressly consent to the jurisdiction and venue of the state or federal courts sitting in Washoe County, Nevada
for the adjudication of any civil action asserted pursuant to this paragraph. THE COMPANY AND THE WARRANTHOLDER IRREVOCABLY WAIVE ANY
AND ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE DIRECTLY OR INDIRECTLY ARISING
OUT OF OR RELATING TO THIS THIS NOTE OR UNDER ANY OTHER DOCUMENT EXECUTED IN CONNECTION WITH THIS NOTE, OR ANY TRANSACTION CONTEMPLATED
HEREBY OR THEREBY. THE COMPANY AND THE WARRANTHOLDER ACKNOWLEDGE THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER,
(II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, AND (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY.
The Company and the Warrantholder hereby irrevocably waive personal service of process and consents to process being served in any suit,
action or proceeding in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to such party at the address in effect for notices to it and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any other manner permitted by law.
IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed in its name by its Chief Executive Officer.
Dated:___________________,
202________ |
|
|
|
|
Idaho
Copper Corporation, a Nevada corporation |
|
By: |
|
|
Name:
|
Robert
Scannell |
|
Title: |
Chief
Executive Officer |
SUBSCRIPTION
FORM
(to
be executed only upon exercise of Warrant)
To:
Idaho Copper Corporation
1.
The undersigned, pursuant to the provisions set forth in the attached Warrant (No. __ ), hereby irrevocably elects to purchase __________
shares of the Common Stock covered by such Warrant pursuant to the terms of the attached Warrant.
2.
The undersigned elects to exercise the attached Warrant by means of a cash payment, and tenders herewith or by concurrent wire transfer
payment in full for the purchase price of the shares of Common Stock being purchased.
3.
Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name
as is specified below,
Dated:_______________ |
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Name: |
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Signature: |
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Address: |
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Joway Health Industries (PK) (USOTC:GTVI)
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