FEAM 10-K & 10-Q changes, risk factors and insider trading
5E Advanced Materials, Inc. (also FEAV) · Nasdaq · Mining & Quarrying Of Nonmetallic Minerals (No Fuels) · CIK 1888654 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Our growth depends upon demand for borates, lithium, calcium chloride, gypsum and related products in the markets we seek to serve, and such demand may not develop as we expect.”
New heading “Our long-term success will depend on our ability to convert customer qualification and non-binding commercial arrangements into definitive, bankable offtake agreements and to deliver product under those agreements.”
New heading “If the estimates and assumptions we use to determine market demand, market size and pricing are inaccurate, our future growth rate and Project economics may not be accurate or may be adversely affected.”
New heading “Compliance with ever-evolving federal and state laws and other requirements relating to the processing of information about individuals necessitates significant expenditure and resources, and any failure by us or our vendors to comply may result in significant liability, negative publicity, and/or an erosion of trust, which could materially adversely affect our business, results of operations, and financial condition.”
New heading “Sales of our Common Stock could reduce its market price.”
New heading “Risks Relating to the Pending Acquisition”
New heading “The pending Acquisition and additional businesses or assets we may acquire, joint ventures we may form or investments in other companies we may make in the future may be unsuccessful and may harm our operating results and prospects.”
New heading “The Acquisition is subject to closing conditions and may not be completed, and the Asset Purchase Agreement may be terminated in accordance with its terms.”
New heading “The consideration payable under the Asset Purchase Agreement is fixed and will not be adjusted based on our performance.”
New heading “The Acquisition will involve substantial costs.”
New heading “Our stockholders may not realize a benefit from the Acquisition commensurate with the ownership dilution they will experience in connection with the Acquisition.”
New heading “SVM is currently not a U.S. public reporting company and the obligations associated with integrating the operations related to the SVM Assets into a public company may require significant resources and management attention.”
New heading “We anticipate our indebtedness will increase upon completion of the Acquisition and may have the effect of heightening other risks we now face.”
New heading “The SVM Assets are being acquired on an “as is, where is” basis in a sale under section 363 of the Bankruptcy Code, and we will have limited or no post-closing recourse against SVM.”
Removed heading “If we do not obtain additional financing and maintain sufficient funds to continue our ongoing development and proposed operations, our proposed business may be at risk or the execution of our business plan may be delayed.”
Removed heading “Our growth depends upon the continued growth in demand for end use and future facing applications that require borates, lithium, and related minerals and compounds we expect to produce.”
Removed heading “Our long-term success will depend on our ability to enter into and deliver product under supply agreements.”
Removed heading “If the estimates and assumptions we use to determine the size of our total addressable market are inaccurate, including its current size, growth trajectory, and the underlying factors that may drive future growth in overall market size, particularly for boron where there is limited third party published research and market forecasting, our future growth rate may be adversely affected, and the potential growth of our business may be limited.”
Removed heading “We have experienced significant turnover in our senior management team and across our organization, and our failure to attract and retain qualified personnel, skilled workers and key officers could have an adverse effect on us.”
Removed heading “We may acquire additional businesses or assets, form joint ventures or make investments in other companies in the future that may be unsuccessful and may harm our operating results and prospects.”
Removed heading “We incur significant costs as a result of being publicly traded in both the United States and Australia.”
Removed heading “Sales by our existing shareholders can reduce the market price of our Common Stock and CDIs.”
Largest changes
“theft, loss, or unauthorized disclosure of sensitive information, financial loss, including the costs of forensic investigation, remediation, individual and regulatory notification, credit monitoring, regulatory fines and litigation, including class-action litigation, legal and regulatory penalties or enforcement, including under privacy and data protection laws such as the California Consumer Privacy Act (as amended by the California Privacy Rights Act), state data breach notification laws, and SEC cybersecurity incident disclosure requirements, and damage to our reputation.”see in full comparison
“As our Common Stock is publicly traded in both the United States and Australia, we incur significant legal, accounting, insurance and other expenses related to compliance with applicable regulations. Our management and other personnel devote a substantial amount of time to these compliance initiatives, and we may need to continue to add additional personnel and develop our internal compliance infrastructure. Moreover, these rules and regulations increase our legal and financial compliance costs and make some activities more time consuming and costly. …”see in full comparison
“We may from time to time be subject to claims, litigation, arbitration, regulatory proceedings, governmental inspections, audits or investigations arising in the ordinary course of business, including matters relating to commercial disputes, vendors, contractors, employees, securities laws, permits, title, environmental matters, intellectual property or other matters. In addition, we may also be subject to class action lawsuits, including those alleging violations of the Fair Labor Standards Act and state and municipal wage and hour laws. …”see in full comparison
“In the ordinary course of our business, we may become involved in, named as a party to, or be the subject of, various legal proceedings, including regulatory proceedings, tax proceedings and legal actions, including arbitration proceedings, relating to personal injuries, workers’ compensation, employment discrimination, property damage, property taxes, land rights, the environment, damages related to breaches of privacy or data security, and contract disputes. …”see in full comparison
“Our ability to raise additional funds may also be adversely impacted by an economic slowdown, higher inflation, increased interest rates, supply chain issues, diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, uncertainty about economic stability and uncertainty about economic policy, including tariffs. If the equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult, more costly and more dilutive.”see in full comparison
“The PFS included a capital estimate for Phase 1 of the proposed Commercial-Scale Facility, and the amount of capital ultimately required to complete development may be materially higher than the amounts currently estimated. Actual capital requirements will depend on, among other things, FEL-3 engineering, final feasibility work, wellfield design, procurement strategy, long-lead equipment costs, construction and labor costs, energy infrastructure, inflation, tariffs, contingency, owner’s costs, financing costs, permitting requirements, schedule changes and other factors. …”see in full comparison
Full comparison: every changed paragraph (287)
Each of the risks described below should be carefully considered, together with all of the other information contained in this Annual Report on Form 10-K,Report, before making an investment decision with respect to our securities. In the event of the occurrence, reoccurrence, continuation or increased severity of any of the risks described below, our business, financial condition or results of operations could be materially and adversely affected, and you may lose all or part of your investment. The risks included here are not exhaustive. Other sections of this Annual Report may include additional factors which could adversely affect our business and financial performance. New risks emerge from time to time and it is not possible for management to predict all such risks, nor can it assess the impact of all such risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ materially.
There is substantial doubt regarding our ability to continue as a going concern. We will need to raise substantial additional funding, which may not be available on acceptable terms, if at all, to be able to continue as a going concern and advance ourthe Project.
There is substantial doubt regarding our ability to continue as a going concern. Our existence in our current form is dependent upon our ability to obtain additional capital. In addition, if the pending Acquisition of assets from SVM described elsewhere in this Annual Report is consummated, our capital requirements will increase, including the remaining cash consideration payable by us at the consummation of the Acquisition (the “Closing”), our transaction costs and our working capital and operating requirements of the acquired business. Our cash and cash equivalentsequivalents, including liquidity improvement resulting from our February 2026 financing, as of the date of this reportAnnual Report will not be sufficient for us to continue as a going concern or to fund our long-term operations.operations and proposed development of the Project. Raising funds in the current economic environment ishas challengingbeen and continues to be challenging, and financing may not be available in sufficient amounts or on acceptable terms, if at all. The issuance of additional securities, whether equity or debt, including pursuant to the Acquisition, or the possibility of such issuance, or the securing of financing that investors consider to be unfavorable to us, may cause the market price of our shares to decline. The sale of additional equity or debt securities maywould dilute the ownership of existing shareholders.stockholders.
We will need to obtain substantial additional financing to continue as a going concernconcern, advance FEL-3 and torelated continuetechnical our ongoing developmentwork, and develop the proposed operations.commercial-scale facility.
We have limited assets upon which to develop and commence our business operations and to rely otherwise. We will need to seek significant additional funds in the future through one or more equity orfinancings, debt financings, strategic investments, government funding or grants, privateproject-level capital,financing, royalty agreements orarrangements, customer prepayments, offtake-linked financing, commercial arrangements or other strategic alliances with third parties, either alone or in combination to fund our business plan and to complete our mining exploration initiative.combination. Our business plan, which includes the development of the Project, has required and will continue to require substantial capital expenditures. We will require financing to fund continued operation of our engineeringSmall-Scale phases,Facility development,(the “SSF”), FEL-3 engineering, additional technical and design work, customer qualification and commercial development activities, corporate overhead, construction, andcommissioning, initial commercial production activities and are required to raise additionalworking capital in respect of continuing our proposed mining exploration program, pre-production activities, legal, operational set-up, general and administrative, marketing, employee salaries and other related expenses. For example, as previously disclosed, in September 2024, we received a non-binding letter of intent from the Export-Import Bank of the United States (“EXIM”) for a loan-backed guarantee on project debt financing of up to $285 million for our proposed commercial-scale facility. We have had continued engagement with representatives from EXIM on the loan package, but we cannot make any assurances that the loan package will be finalized on a timely basis, on the currently proposed terms, or at all.requirements.
Our near-term business plan depends on obtaining additional capital to support, among other things, continued SSF activities, FEL-3 engineering, wellfield optimization, customer qualification and commercial development activities, permitting modifications, infrastructure planning, technical studies, corporate overhead and other operating costs. If we are unable to obtain sufficient capital on acceptable terms and on the timeline required, we may be required to delay, reduce the scope of, suspend or eliminate some or all of these activities, which could delay development of the Project, adversely affect our ability to obtain financing for the proposed Commercial-Scale Facility and materially adversely affect our business, liquidity, financial condition and ability to continue as a going concern.
The PFS included a capital estimate for Phase 1 of the proposed Commercial-Scale Facility, and the amount of capital ultimately required to complete development may be materially higher than the amounts currently estimated. Actual capital requirements will depend on, among other things, FEL-3 engineering, final feasibility work, wellfield design, procurement strategy, long-lead equipment costs, construction and labor costs, energy infrastructure, inflation, tariffs, contingency, owner’s costs, financing costs, permitting requirements, schedule changes and other factors. The size of the capital required to develop Phase 1 is substantial relative to our current market capitalization and available liquidity, which may make financing more difficult, expensive, dilutive or unavailable.
Any financing we pursue may be subject to extensive third-party diligence and conditions, including review of the PFS and updated technical report summary, FEL-3 engineering, wellfield design and performance, recovery rates, customer qualification, non-binding commercial arrangements and potential offtake support, permitting status, market studies, commodity price assumptions, environmental matters, title and other technical, legal, financial and commercial matters. Financing sources may not be satisfied with the results of such diligence or may require additional work, commitments or conditions before providing financing, which could delay, reduce, increase the cost of or prevent financing.
As previously disclosed, in September 2024, we received a non-binding letter of interest from the Export-Import Bank of the United States (“EXIM”) for a loan-backed guarantee on project debt financing of up to $285 million for our proposed Commercial-Scale Facility. We have had continued engagement with representatives from EXIM on the loan package, but we cannot make any assurances that the loan package will be finalized on a timely basis, or at all.
If we are unable to raise adequate funds, we may have to delay, reduce the scope of or eliminate some or all of our business plan expenditures, including FEL-3, wellfield optimization, customer qualification, development of our proposed Commercial-Scale Facility or operation of the SSF, and the failure to procure such required financing could have a material and adverse effect on our business, liquidity, financial condition andcondition, results of operations as well as ourand ability to continue as a going concern. If we are unable to continue as a going concern, we might have to liquidate our assets and the values we receive for our assets in liquidation or dissolution could be significantly lower than the values reflected in our financial statements. The inclusion of the going concern explanatory paragraph by our auditors, our lack of cash resources and our potential inability to continue as a going concern may materially adversely affect our business, share price, and our ability to raise new capital or to enter into critical contractual relations with third parties due to concerns about our ability to meet our contractual obligations.
The inclusion of the going concern explanatory paragraph by our auditors, our lack of revenue, our development-stage status, our current market capitalization, our limited trading liquidity and our potential inability to continue as a going concern may materially adversely affect our business, share price, and ability to raise new capital or to enter into critical contractual relations with third parties due to concerns about our ability to meet our contractual obligations.
Obtaining additional funding will be subject to various additional factors, including investor acceptance of our business plan, the status of our development program and ongoing results from our exploration and development efforts. If we are not able to secure adequate additional funding when needed, we will need to re-evaluate our operating plan and may be forced to make significant reductions in spending, extend payment terms with suppliers, liquidate assets where possible, limit, suspend or curtail planned development programs and cease operations entirely. Having insufficient funds may also require us to relinquish rights to assets and technology that we would otherwise prefer to develop ourselves, or on less favorable terms than we would otherwise choose. The foregoing actions and circumstances could materially adversely impact our business, liquidity, results of operations and future prospects.
Any such required financing may not be available in amounts or on terms acceptable to us or at all, and the failure to procure such required financing could have a material and adverse effect on our business, financial condition and results of operations, or threaten our ability to continue as a going concern. In addition, if we are unsuccessful in raising the required funds, we may need to modify our operational plans to continue as a going concern, and we may have to delay, reduce the scope of or eliminate some or all of our planned development activities or proposed exploration and development programs at the Project. In the event additional capital resources are unavailable, we may also be forced to sell some or all of our properties in an untimely fashion or on less than favorable terms. Any of these factors could harm our operating results.
Until successful commercial production is achieved from the Project, allowing for the generation of sufficient revenue to fund our continuing operations, we will continue to incur operating and investing net cash outflows associated with, among other things, developing the Project, maintaining our properties and undertaking ongoing exploration and optimization activities. As a result, we rely on access to capital markets as a source of funding for our capital and operating requirements. We require additional capital to fund our ongoing operations, including the operation of our Small-scale Facility (the “SSF”), progress engineering for our proposed commercial-scale facility, testing and analysis to further de-risk our wellfield design and bring the Project into production, which will require funds for construction and working capital. We cannot assure you that such additional funding will be available to us on satisfactory terms, or at all, or that we will be successful in commencing and maintaining commercial borates or byproduct extraction, production of advanced boron materials, or that our sales projections for these and other products will be realized.
Depending on the type and the terms of any financing we pursue, shareholders’ rights and the value of their investment in our common stock, par value $0.01, (“Common Stock”) and CHESS Depositary Interests (“CDIs”) could be reduced. Any additional equity financing will dilute stockholdings, and new or additional debt financing, if available, may involve restrictions on financing and operating activities. In addition, if we issue secured debt securities, the holders of the debt would have a claim to our assets that would be prior to the rights of shareholders until the debt is paid. Interest on such debt securities would increase costs and negatively impact operating results. If the issuance of new securities results in diminished rights to holders of our Common Stock and CDIs, the market price of our Common Stock and CDIs could be negatively impacted. Any sale of securities will also need to comply with the applicable rules of the stock exchanges on which our securities are listed or quoted for trading. Further, strategic collaboration or royalty agreements may provide us with non-dilutive or minimally dilutive financing but adversely impact our future results of operations or capital resources. There is no guarantee that we will be able to secure any additional funding or be able to secure funding which will provide us with sufficient funds to meet our objectives, which may adversely affect our business and financial position.
We had an accumulated deficit of $231.6$274.5 million as of June 30, 2025,2026, and we expect to incur significant discoverydevelopment, engineering, operating and developmentcorporate expenses infor the foreseeable future related to the completion of development and commercialization of the Project. As a result, we expect we will continue to sustain substantial operating and net losses, and it is possible that we will never be able to sustain or develop the revenue levels necessary to attain profitability. If we are unable to raise sufficient capital whento needed,continue operating and developing the Project, our business, financial condition and results of operations could be materially and adversely affected, and we may need to modify our operational plans. In addition, if we were unable to raise sufficient capital in the future, it may be determined that we would be unable to continue as a going concern, which could have a further material adverse impact on our business and financial condition.affected.
If we do not obtain additional financing and maintain sufficient funds to continue our ongoing development and proposed operations, our proposed business may be at risk or the execution of our business plan may be delayed.
We have limited assets upon which to develop and commence our business operations and to rely otherwise. As of June 30, 2025 and June 30, 2024, we had cash and cash equivalents of $3.8 million and $4.9 million, respectively. We have had recurring net losses from operations and an accumulated deficit of $231.6 million as of June 30, 2025 and $200.0 million as of June 30, 2024. Given our net losses and with only these funds, we will need to seek significant additional funds in the future through equity or debt financings, or strategic alliances with third parties, either alone or in combination with debt or equity financings to fund our business plan and to complete our mining exploration initiative. Our business plan, which includes the development of the Project, has required and will continue to require substantial capital expenditures. We will require financing to fund our planned pre-production activities and are required to raise additional capital in respect of continuing our proposed mining exploration program, pre-production activities, legal, operational set-up, general and administrative, marketing, employee salaries and other related expenses.
The scope of our current business plan for the next 12 months includes, among other things: operation of the SSF to provide the necessary data for our commercial-scale facility, progress our customer qualification program and validate our wellfield design and operational plans; progress FEL-3 and the related detailed engineering and vendor testing; optimize well-field design and operating plan in an effort to reduce future mining capital and operational expenditures through various drilling techniques such as directional, horizontal, and radial drilling; pursue and optimize infrastructure capital expenditures for our larger-scale facility which could include expansion of non-potable water resources, upgrading shore power, connection to a natural gas network, preparing certain lands for the construction of the proposed commercial-scale facility, and constructing new access roads into and out of the location for our proposed commercial-scale facility; and further define our advanced boron materials strategy with consideration to engineering and repurposing our SSF once sufficient data has been obtained for flow sheet optimization and the production of product for customer qualification. It will be necessary for us to obtain additional financing during the next 12 months for us to fund and achieve the full scope of our current business plan. Further, we have incurred net losses and negative operating cash flows in each quarter since our inception and expect to incur significant losses in future periods as we continue to increase our expenses to pursue the development of our business.
Additional development work will be required beyond the scope of our current 12-month business plan in order to optimize, design and engineer operational processes at our proposed commercial-scale facility at the Project, which we expect will assist in our technical and economic analysis of the Project. Such additional development work may include additional drilling and detailed engineering work, continued operation of the SSF to provide the necessary data for our commercial-scale facility, tests of our wellfield design and operational plans, and progression of our customer qualification program, among others. We expect to source the capital needed for such additional development work from additional capital raises or other financing activities.
Our ability to raise additional funds may also be adversely impacted by an economic slowdown, higher inflation, increased interest rates, supply chain issues, diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, uncertainty about economic stability and uncertainty about economic policy, including tariffs. If the equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult, more costly and more dilutive.
Certain market disruptions may increase our cost of borrowing or affect our ability to access one or more financial markets. Such market disruptions could result from:
adverse economic conditions;
adverse general capital market conditions;
poor performance or cyclical decline of the borates, or mining industries in general;
bankruptcy or financial distress of unrelated companies or marketers engaged in the borates industry;
significant decrease in demand for borates; or adverse regulatory actions that affect our development and construction plans or the use of borates generally.
Our previous development plans were focused on boron and SOP extraction and developing a commercial-scale complex without first developing a smaller scale pilot facility, such as the SSF. During 2023, we updated our business plan with three phases of scaled production which represented a change in project scope compared to previous business plans. Our business plan now includes:
a focus on boron (as opposed to boron and SOP under our previous plans) and calcium-based co-products.
Phase 1 targets production of 130,000 short tons per annum of boric acid with calcium byproducts of calcium chloride and gypsum, with targeted initial commercial production in the second half of calendar year 2028.
Expansion phases of additional tonnage of borates and calcium based co-products, advanced boron materials, and economically accretive byproducts.
In addition, the capital expenditures related to our proposed commercial-scale facility continue to be subject to change as our technical and economic analysis progresses. Such changes could also be material, including without limitation as a result of potential future price increases for major equipment or labor, and future operating data from our SSF which may result in changes in the design and engineering of our proposed commercial-scale facility. The foregoing factors may lead to materially higher costs, delays or the inability to complete our proposed commercial-scale facility as planned or on commercially reasonable terms or at all. Furthermore, future operating data from the SSF during FEL-3 engineering may provide reason for a change or changes to the engineering for our proposed commercial-scale facility, resulting in a difference in the expected total capital expenditures and ongoing required operating expenditures related thereto. As a result, depending on the timing, nature, quality and specificity of the data we receive from the ongoing operation of the SSF, we may require significant additional capital before we can progress the development of our proposed commercial-scale facility. Such additional capital may be needed to fund further detailed engineering work, including engineering work to define, with a reasonable degree of certainty, the capital expenditures required for our proposed commercial-scale facility and in particular related to equipment and drilling. We may also need additional capital for continued operation of the SSF to prepare boric acid for our customer qualification program, continued testing and analysis of our wellfield to finalize its commercial-scale design, and to evaluate data and design to complete detailed engineering work for the proposed commercial-scale facility. As a result, we can provide no assurance that we will be able to meet our expected timelines, capital expenditure and costs estimates with respect to either the ongoing operation of our SSF or proposed commercial-scale facility and we may need significant additional capital to pursue our operating plans, which capital may not be available to us on commercially reasonable terms or at all. Our inability to obtain any such required additional capital on commercially reasonable terms would have a material adverse impact on our business, operations, liquidity and financial position.
Our inability to continue to operate the SSF, complete FEL-3 and our inability to complete further technical and economic studiesstudies, withor respectsuccessfully tovalidate theand Project,optimize our wellfield design may have a material adverse impact on the Project.
The SSF is our smaller scalesmaller-scale boron facility whichand serves as a foundationdemonstration and validation facility for futurethe design, engineering, customer qualification, operating assumptions and cost optimization for our proposed commercial-scaleCommercial-Scale facilityFacility at the Project. We believe that the continued successful operation of the SSF is an important path to obtaining critical information that will help enable us to optimize the efficiency, output and economic profile of our proposed commercial-scale facility. While the SSF has beenprovided operationaland formay more than a year, it continuescontinue to provide valuable data and information to enhance the detailed engineeringengineering, ofproduct qualification, wellfield design and operational processes for the proposed commercial-scaleCommercial-Scale facility, operational processes and operating expenditures.Facility.
The ongoing operation of the SSF, learnings,learnings and data collection are being undertaken in parallel with the engineering process offor the proposed commercial-scaleCommercial-Scale facility.Facility. This approach has a higher risk of re-work of certain portions of the Project, as information and data we receive may cause us to revise or redesign portions of the proposed commercial-scale complex, causing potential delays and increased design costs. Further, additionalAdditional technical and economic studiesstudies, including FEL-3 engineering, may be required to assist in determining the economic recoverability of mineral resources and reserves for the Project. An abbreviated process development approach may also lead to technical risk, and higher capital and operating expenditures. We cannot assure you that the proposed commercial-scaleCommercial-Scale facilityFacility at the Project will be completed on schedule, within budget or at all, or achieve an adequate return on investment. We are also a newly formed company which makes it more difficult for you to evaluate our track record of meeting various milestones or target completion deadlines.
In particular, our ultimate wellfield design, use of horizontal wells, injection and recovery configurations, permeability assumptions, solution chemistry, recovery rates, operating methods and scale-up assumptions remain subject to technical uncertainty. Results from the SSF, vertical wells, horizontal wells, step-rate testing or other technical work may not be representative of commercial-scale operations or may require us to modify the mine plan, wellfield design, processing facilities, costs, schedule or expected recoveries.
Further, the ongoing operation of theThe SSF is maintenance intensive, requires us to incur operating costs including labor and raw materials, among others, and may require additional capital expenditures to replace existing equipment, to test proposed designs or processes or evaluate modifications to our processes. We cannot assure you that we will have access to sufficient capital to continue the operation of the SSF, or that such costs and expenditureexpenditures will result in a positive economic outcome for the Project. We also may not need to operate the SSF for an extended period if key technical, customer qualification or other objectives have been achieved, and we may elect or be required to curtail, idle, place on care and maintenance or decommission the SSF. Any such decision, or any other facts and circumstances indicating that the carrying value of the SSF or related assets is not recoverable, could result in impairment charges.
If we are unable to operate the SSF or complete FEL-3 and related technical and economic studies in a timely and cost-effective manner, or if such work results in changes to the expected economics, design, schedule or recoveries for the Project, our ability to develop the Project could be materially adversely affected.
Our inability to continue to operate the SSF may delay or prevent the completion of further technical and economic studies. Our ability to complete further technical and economic studies could materially and adversely impact the ability to secure additional funding and thereby delay or otherwise have a material adverse impact on the Project. If additional technical and economic studies are undertaken, the outcomes may not be favorable, and we may be unable to maintain commercial viability. Any further technical studies may also indicate that substantial additional financing will be required to complete the Project. We cannot give any assurance that we will be successful in completing any such financing or that such financing will be available to us if and when required or on satisfactory terms, or at all.
We have invested and, subject to availability of adequate capital, plan to continue to invest significant amounts of capital in the Project on exploration and development activities, which involve many uncertainties and future operating risks that could prevent us from realizing profits on expected timeframes or at all.Project.
We have invested significant capital in the Project, including resource drilling, monitoring wells, metallurgical test work, well injection testing, permitting activities, construction and operation of the SSF, pilot-scale test work, FEL-2 engineering and preparation of the PFS. Subject to availability of adequate capital, we expect to continue to invest significant capital in the Project, including FEL-3 engineering, additional technical and economic studies, wellfield optimization, commercial development, permitting modifications, long-lead procurement, development planning and potential construction of the proposed Commercial-Scale Facility.
The Project may require more capital than currently expected, including, without limitation, because of changes in design, scope, permitting requirements, capital costs, operating costs, inflation, tariffs, supply-chain conditions, energy infrastructure, construction labor, equipment costs, financing terms, schedule, contingency, owner’s costs, wellfield performance, recovery rates or other factors. If the Project does not proceed as planned, or if we are unable to finance or complete the Project, some or all of our prior and future investments may not be recovered, and we may be required to record impairments or other charges.
In total, we have spent in excess of $156 million on the Project thus far, including resource drilling, monitoring wells, metallurgical test works, well injection tests, permitting activities, construction and operation of the SSF, pilot-scale test works and engineering of the commercial-scale facility. For the year ended June 30, 2025, our capital expenditures per our statement of cash flows were $2.1 million.
Our business is capital intensive. Specifically, the extraction and recovery of borates and other potential byproducts, the mining costs, the maintenance of machinery and equipment, and the compliance with applicable laws and regulations, each require substantial operating and capital expenditures. Subject to the availability of adequate capital, we plan to continue to invest significant capital over the next several years on the development of the Project to bring it into production and will have to continue to invest capital to maintain or increase the amount of mineral reserves we hold and our rates of production once commercialization of the Project has occurred. Mining exploration is highly speculative in nature, involves many risks and is frequently unsuccessful. Development and production activities may involve many uncertainties and operating risks that could prevent us from realizing profits, putting pressure on our consolidated balance sheet and credit rating. Unforeseen issues, including increasing the required amount of capital expenditure necessary to bring the Project into production, the impact of volatility in the borates market and its derivatives, calcium chloride, gypsum and other prices, our ability to enter into supply contracts with buyers, and obstacles or complexities that could arise in the environmental or permitting process may cause us not to proceed with any one or a combination of these activities. Moreover, once mineralization is discovered, it may take a number of years from the initial phases of drilling before production is possible, during which time the economic feasibility of production may change. We previously targeted reaching initial commercial production in fiscal year 2026. Given the permitting hurdles and time to obtain final EPA approval and resource constraints in fiscal year 2024, we are now targeting to reach initial commercial production in the second half of calendar year 2028. This target continues to be dependent on a number of factors and assumptions, including obtaining the requisite funding for, and the successful construction of, our proposed commercial-scale facility, in addition to obtaining and maintaining applicable permits, and there can be no assurance that we will be able to meet any such target on time, on budget, or at all due to many factors including our limited experience in successful construction of similar projects, the complexity of the project, supply chain issues, higher costs, construction delays, cost overruns, planned and unplanned shutdowns, turnarounds, outages and other delays and interruptions. If and when production begins, no assurance can be given that we will be able to maintain our production levels or generate sufficient cash flow, capitalize a sufficient amount of our net profit or have access to sufficient equity investments, bank loan or other debt financing alternatives to fund our capital expenditure at a level necessary to continue our exploration and exploitation activities. In addition, we cannot assure you that existing or future projects, if approved and executed, will be completed on schedule, within budget or achieve an adequate return on investment.
The amounts and timing of expenditures will depend on the progress of ongoing development, the results of consultants’ analyses and recommendations, the rate at which operating losses are incurred, and other factors, many of which are beyond our control. Whether the mineral deposits we have discovered will be successfully extracted depends on a number of factors, which include, without limitation, the particular attributes of the deposit, prices for the minerals and the volatility of their respective markets, and governmental regulations. If we cannot complete development activities and commence and maintain mining operations, we may never generate revenues and will never become profitable.
The Project may be delayed, more costly than anticipated or unsuccessful for many reasons, including declines in borate prices and its derivatives, calcium chloride, gypsum, and lithium carbonate, cost overruns, project implementation schedule slippage, shortages of or delays in the delivery of equipment or purpose-built components from suppliers, escalation in capital costs estimates, mechanical or technical difficulties, increases in operating costs structures, possible shortages of construction or other personnel, other labor shortages or industrial action, pandemic or localized epidemic, environmental occurrences during construction that result in a failure to comply with environmental regulations or conditions on development, or delays and higher-than expected costs, unanticipated natural disasters, accidents, miscalculations, unanticipated financial events, political or other opposition, litigation, acts of terrorism, operational difficulties or other events associated with such construction that may result in the delay, suspension or termination of the Project, resulting in further costs, the total or partial loss of our investment and a material adverse effect on our results of operations, financial performance and prospects.
We have a limited history of mineral productionproduction, and we may not be able to successfully achieve our business strategies, including our downstream processing ambitions.
We are a development stagedevelopment-stage company and we have a limited history of mining or refining mineral products from our properties. As such, any future revenues and profits are uncertain. There can be no assurance that the Project will successfully reach commercial-scale production of minerals or otherwise generate operating earnings. Advancing projects from the development stagedevelopment-stage into commercial production requires significant capital and time and will be subject to further technical and economic studies, permitting requirements and construction of mines, processing plants, roads and related works and infrastructure. We will continue to incur losses until mining-related operations successfully reach commercial production levels and generate sufficient revenue to fund continuing operations. There is no certainty that we will generate revenue from any source, operate profitably or provide a return on investment in the future.
We may be unable to developdevelop, protect, obtain or acquire certain intellectual property required to implement our business strategy successfully.
Our strategy may depend in part on our ability to develop, protect, obtain or acquire intellectual property and know-how related to in-situ extraction, closed-loop processing, wellfield design, recovery, processing, reinjection, product specifications, impurity management, co-product processing and advanced boron materials. During fiscal year 2026, we filed a provisional patent application with the United States Patent and Trademark Office (“USPTO”) relating to the production process for meta boric acid. Also during fiscal year 2026, we filed an omnibus provisional patent application with the USPTO covering our proprietary closed-loop in-situ leach mining and production process, including claims relating to boric acid, gypsum, sodium chloride and management of metal impurities. We have also filed provisional patents with the USPTO specifically related to our production process for boric acid, our gypsum production process, and the different modes of operation and controls based on the composition of our feed stream. We may file additional patent applications or seek other forms of intellectual property protection in the future.
There can be no assurance that any patent applications will result in issued patents, that any issued patents will provide meaningful protection, that our claims will be broad enough to prevent competitors from developing competing technologies, that our intellectual property will not be challenged, designed around, invalidated or circumvented, or that we will be able to enforce our rights cost-effectively. We also may rely on trade secrets, know-how, confidentiality obligations and other non-patent protections that may be difficult to protect or enforce. If we are unable to develop, obtain, protect or enforce intellectual property or proprietary know-how that is important to our business, our competitive position, commercialization strategy, ability to partner with customers or strategic parties and long-term prospects could be adversely affected.
A key element of our long-term business strategy is to develop high-performance, borates and advanced boron materials that support downstream applications in the areas of clean energy infrastructure, electric transportation, and high-grade fertilizers among other end uses. To implement this strategy successfully, we may need to license certain intellectual property related to these downstream processes and/or develop the ability, or collaborate with, purchase or form a joint venture with commercial partners. In addition, other licenses that may be necessary for some of these downstream processing steps have not yet been obtained. Any failure to establish or maintain collaborative, joint venture or licensing arrangements for the production of borates, calcium chloride, gypsum, lithium or other specialty products on favorable terms could adversely affect our business and prospects. No assurances can be given that we will be able to successfully license any such intellectual property, or that we will be able to do so on favorable terms. If we materially breach the obligations in any future licensing agreements, the licensor typically has the right to terminate the license and we may not be able to market products that are covered by the license, which could adversely affect our competitive business position and harm our business prospects. In addition, any claims brought against us by any future licensors could be costly and time-consuming and would divert the attention of our management and key personnel from our business operations.
Third parties may claim that we infringe on their proprietary intellectual property rights, and resulting litigation may be costly, result in diversion of management’s timecostly and efforts,could require us to pay damagesprevent or prevent us from marketingdelay our futuredevelopment products.activities.
Our commercial success will depend in part on not infringing, misappropriating or violating the intellectual property rights of others. From time to time, we may be subject to legal proceedings and claims, including claims of alleged infringement of trademarks, copyrights, patents and other intellectual property rights held by third parties. In the future, third parties may sue us for alleged infringement of their proprietary or intellectual property rights. We may not be aware of whether our products do or will infringe existing or future patents or the intellectual property rights of others. Any litigation in this regard, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources as well as harm to our brand, any of which could adversely affect our business, financial condition and results of operations. If the party claiming infringement were to prevail, we could be forced to discontinue the use of the related technology or design and/or pay significant damages unless we enter into royalty or licensing arrangements with the prevailing party or are able to redesign our products or processes to avoid infringement. Any such license may not be available on reasonable terms, if at all, and there can be no assurance that we would be able to redesign our products or processes in a way that would not infringe the intellectual property rights of others. In addition, any payments we are required to make and any injunction we are required to comply with as a result of such infringement could harm our reputation and financial results. In addition, as we seek to protect and commercialize proprietary technologies, including in-situ extraction, closed-loop processing, wellfield designs, product processing and advanced boron materials, competitors or other third parties may assert that our processes, equipment, products, know-how or patent applications infringe or otherwise violate their intellectual property rights. Any such claims, whether or not meritorious, could require us to incur substantial legal costs, divert management attention, delay development, require changes to our processes or products, require licenses that may not be available on acceptable terms or at all, or otherwise adversely affect our business.
All of our business activities are now in the development stage,development-stage, but there can be no assurance that our development efforts will result in commercial development.
All of our operations are at the development stagedevelopment-stage and there is no guarantee that any such activity will result in commercial production. Although a certain amount of drilling has been conducted at the Project to date, the evaluation of the final mine plan is not yet complete, relies upon the ongoing operation of the SSF, horizontal wells, and we can provide no assurance that the evaluation of horizontal drilling will result in favorable outcomes that support that our proposed mine plans are feasible to develop the Project.complete. Significant additional drilling and mine design activities could be required to develop the Project.
We are a development stagedevelopment-stage company and our estimates of mineral resources and reserves remain inherently uncertain and subject to significant change, and the actual volume and grade of material actually recovered may differ materially from current estimates.
During August 2025, we advanced our Project from the exploration stage by filing a Preliminary Feasibility Study, resulting in the conversion of certain measured and indicated resources into proven and probable reserves.reserves for boric acid. An updated PFS and technical report summary is included as an exhibit to this Annual Report. Despite this advancement, there remains considerable uncertainty in our resource and reserve estimates due to the inherent risks and subjective judgments involved in such assessments. Investors should not assume that the mineral reserve and resource estimates described under “Properties–Mineral Resource Estimate” and “Properties–Mineral Reserve Estimate” will be fully or economically extracted. Although certain mining and processing activities have been completed at the Project to date, additional drilling activities may be necessary to validate our wellfield design and operational plan for the commercial-scale facility, which serve as the basis for our estimates of mineral resources and reserves in our Preliminary Feasibility Study, and additional drilling will be necessary to construct the wellfield that will supply the commercial-scale facility. Each of these activities may result in changes to our estimates of mineral resources and reserves.
Mineral resources are not mineral reserves and have not demonstrated economic viability. Measured and indicated mineral resources may never be converted into mineral reserves, and inferred mineral resources have a lower level of geological confidence and may not be considered in assessing economic viability under Regulation S-K 1300. Mineral reserves depend on numerous modifying factors, including pricing, recovery, costs, permitting, infrastructure, market demand, taxes, royalties, inflation, financing, metallurgical performance, wellfield design, environmental requirements and other assumptions, any of which may prove inaccurate or change over time.
The Project deposit has had a significant amount of prior drilling and ishas been the subject of atmultiple least four separate historicprior mineral resource estimates, including a 2018 initial feasibility study prepared for ABR prepared according to the Joint Ore Reserves Committee (the “JORC Code”), a second feasibility study originally released in April 2020 and updated further in February 2021 also prepared for ABR in accordance with the JORC Code, and an amended initial assessment report released by us in May 2023 and further revised in February 2024, and a Preliminary Feasibility Study released by us in August 2025.2024. None of the prior ABR mineral resource estimates were Regulation S-K 1300 compliant, and eachsuch reportprior estimates resulted in a different amount of mineral resource estimates. TheInvestors Preliminaryshould Feasibilitynot Studyrely on such historic estimates as current estimates under Regulation S-K 1300. Our current Regulation S-K 1300 disclosure is based on the PFS released by us in August 2025,2025 containsand athe combinedupdated 5.3PFS millionand shorttechnical tonsreport summary, with an effective date of provenJune and30, probable2026, reservesincluded ofas H3BO3,Exhibit using96.1 ato 2.0%this cut-offAnnual grade for B2O3.Report. Additional time and expenditures are required to commercially mine and to construct, complete and install mining and processing facilities in thosefor properties that are actually mined and developed. Any expenditure that we may make in the development of any refined borates and advanced boron materials may not result in the discovery of any commercially exploitable mineral deposits or such advanced boron materials.
Management's Discussion & Analysis (MD&A)
New heading “Pending Acquisition of Searles Valley Minerals Assets”
New heading “Lithium Preliminary Economic Assessment”
New heading “December 2025 Warrant Exercise”
New heading “February 2026 Equity Offering”
New heading “Australian Stock Exchange Delisting”
New heading “* Represents a percentage change greater than ± 300%”
New heading “Related Party Transactions”
New heading “Impairment of Long-Lived Assets”
Removed heading “Operational Highlights”
Removed heading “Commercial Team Strategic Hires”
Removed heading “August 2024 Equity Offering”
Removed heading “September 2024 Notes Offering”
Removed heading “January 2025 Notes Offering”
Removed heading “Debt Exchange and Related Agreements”
Removed heading “May 2025 Equity Offering”
Removed heading “Research and development”
Largest changes
“On January 14, 2025, we entered into a fourth amendment (“Amendment No. 4”) to the January 2024 Amended and Restated Note Purchase Agreement and agreed, among other things, to (i) issue and sell new senior secured convertible notes in substantially the same form and under the same terms as the September 2024 Notes, in an aggregate principal amount of $5.0 million (the “January 2025 Notes” and, together with the August 2022 Notes, the June 2024 Notes and the September 2024 Notes, the “Convertible Notes”) to Bluescape and Ascend, and (ii) amend and restate the January 2024 Amended and Restated …”see in full comparison
“(iii) pursuant to the January 2025 Subscription Agreement, the issuance by us to Ascend and Bluescape of warrants with a one-year term (the “Restructuring Warrants”) to purchase an aggregate number of shares of Common Stock represented by up to $20.0 million divided by the Subscription Price, at a price per share equal to the Subscription Price; …”see in full comparison
“During the final fiscal quarter of the year, we focused our efforts on customer qualification by shipping product samples to a diverse group of potential customers, while simultaneously carrying out tests and activities aimed at optimizing our future wellfield design, improving wellfield head-grade, and optimizing our process for crystallization of boric acid. …”see in full comparison
“The Reverse Stock Split did not affect the number of authorized shares of Common Stock or the par value of each share of Common Stock. The number of CHESS Depositary Interests (“CDIs”) in respect of the Company’s shares of Common Stock outstanding immediately prior to the effectiveness of the Reverse Stock Split was proportionately reduced by the final split ratio, subject to rounding. The 1:10 share-to-CDI ratio was not affected by the Reverse Stock Split. Our Common Stock began trading on a post-split adjusted basis on February 18, 2025. …”see in full comparison
Full comparison: every changed paragraph (126)
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) summarizes the significant factors affecting the operating results, financial condition, liquidity and capital resources, and cash flows of our Company for the years ended June 30, 20252026 and 2024.2025. This MD&A should be read in conjunction with, and is qualified in its entirety by, the consolidated financial statements, the accompanying notes thereto and other financial information included in this Annual Report on Form 10-K (the “Annual Report”). Except for historical information, this MD&A contains various forward-looking statements that involve risks, uncertainties and assumptions and other important factors and are based upon judgments concerning various factors beyond our control. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under “Part I, Item 1A-Risk Factors” and under “Forward-Looking Statements”, as well as elsewhere in this Annual Report, any of which could cause the Company’s actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made. Additionally, you should refer to the “Cautionary Note Regarding Forward-Looking Statements.” References within this MD&A to the “Company,” “we,” “our,” and “us,” refer to 5E Advanced Materials, Inc.,Inc. and its subsidiaries.
5E Advanced Materials, Inc. is a development stagedevelopment-stage company focused on becoming a vertically integrated global leader and supplier of refined borates and advanced boron derivative materials whose mission is to enable decarbonization, increase food security, and ensurefacilitate the domestic supply of critical materials. Our business strategy and objectives are to develop capabilities ranging from upstream extraction and product sales of borates, calcium-based co-products, and potentially other byproducts such as lithium carbonate, to downstream advanced boron material processing and development. Our vision is to safely process borates and other industrial minerals through sustainable bestresponsible practices and a continuous improvement mindset. We hold 100% of the rights through ownership and lode claims filed with the United States Bureau of Land Management in the 5E Boron Americas (Fort Cady) Complex located in southern California (the “Project”) located in southern California through our wholly owned subsidiary 5E Boron AmericasAmericas, LLC (formerly Fort Cady (California) Corporation (“5EBA5E Boron Americas”)). Our Project is underpinned by boron reserves and lithium resource, with the boron being contained in a conventional boron mineral known as colemanite. In 2022, ourOur facility was designated as Critical Infrastructure by the U.S. Department of Homeland Security’s Cybersecurity and Infrastructure Security Agency.Agency in 2022, and boron was added to the U.S. Department of the Interior’s 2025 Critical Minerals List on November 7, 2025. We currently operate our small-scale facility (the “SSF”) at the Project, which provides data and information necessary for us to ultimately establish a commercial-scaleCommercial-Scale facilityFacility (the “Commercial ScaleCommercial-Scale Facility”) at the Project.
We believe the Project represents one of the most compelling domestic critical material projects in the United States as a strategically located operation that targets stable long-term demand, with a defined pathway to production and a low-cost, high marginhigh-margin and profitable financial profile.
Pending Acquisition of Searles Valley Minerals Assets
On September 14, 2026, subsequent to our fiscal year end, we and 5E SVM entered into the Asset Purchase Agreement with SVM, pursuant to which 5E SVM agreed to acquire the SVM Assets in the Acquisition. For a description of the Asset Purchase Agreement, the SVM Assets, the Acquisition, the Chapter 11 Cases and related defined terms, refer to “Corporate History and Reorganization” in Part I, Item 1 of this Annual Report.
The consideration for the Acquisition consists of (i) approximately $3.4 million in cash (less the $0.3 million deposit paid in connection with the signing of the Asset Purchase Agreement), (ii) 8,300,000 shares of our Common Stock and (iii) the Promissory Note, in an aggregate principal amount of approximately $6.2 million, to be issued by 5E SVM, which will accrue paid-in-kind interest at a rate of 14.5% per annum, require a cash payment of approximately $1.2 million on the 24-month anniversary of its issuance and otherwise mature on the fifth anniversary of its issuance. We have guaranteed 5E SVM’s obligation to pay the remainder of the cash consideration at Closing and certain of 5E SVM’s indemnification obligations to SVM and Nirma. We have also agreed to register the resale of the shares of Common Stock issued in the Acquisition following the Closing.
The consummation of the Acquisition remains subject to customary conditions, including the condition that the Sale Order be entered and must not be subject to a stay, vacatur or reversal. The Closing is also conditioned upon our receipt of $10.0 million in senior secured bridge financing from Nirma or its designated subsidiary pursuant to the Bridge Facility. The Bridge Facility will be secured by substantially all of 5E SVM’s assets, guaranteed by us and will accrue paid-in-kind interest at a rate of 8.00% per annum. A portion of the Bridge Facility will be funded upon the Closing, with the remaining amount to be funded post-Closing upon satisfaction of specified conditions, and the Bridge Facility will mature 270 days after the Closing. The Bridge Facility will also include a $1.0 million transaction fee due at maturity. The Closing is also conditioned upon, with respect to the acquisition of the railroad assets of Trona Railway Company LLC, the receipt of any required authorization from the Surface Transportation Board; if such authorization has not been received at the time of Closing, the transfer of such railroad assets will be deferred until it is obtained. We expect the Closing to occur in early October 2026. Refer to “Risk Factors—Risks Relating to the Pending Acquisition” in Part I, Item 1A of this Annual Report for a discussion of the closing conditions, termination provisions and other risks relating to the Acquisition.
If the Acquisition is consummated, our capital requirements will increase, including the remaining cash consideration payable at Closing, our transaction costs and our working capital and operating requirements of the acquired business, and the Bridge Facility and the Promissory Note will increase our consolidated indebtedness. Refer to Note 17-Subsequent Events in the financial statements included in Part II, Item 8 of this Annual Report for additional information.
Updated Preliminary Feasibility Study, Technical Report Summary, Capital Estimate and Timeline to Final Investment DecisionSummary
In Augustconnection 2025,with the filing of this Annual Report, and included as Exhibit 96.1, we issued ouran updated Preliminary Feasibility Study (“PFS”) prepared in accordance with Regulation S-K 1300, which focuses on developing Phase 1 development of our Fort Cady Project to develop a (130,000 short ton per annum boric acid plant.plant) of our Fort Cady Project. We believe the PFS demonstrates a world-class resource, management’s firm understanding and direction for the business, which we believe can help position the Companyus to achieve profitability, generate cash flow, and reduce risk. The updates predominantly addressed SEC comments we received to revise our disclosures restated to our mineral resources to be inclusive and exclusive of reserves.
Due to the current favorable market backdrop and growing importance of critical materials, we continue to focus primarily on further defining our boron reserves, and to work towards developing aour commercial-scaleproposed commercialCommercial-Scale facilityFacility for the production of borates, calcium chloride and gypsum. A focus on boron extraction and related end markets is aligned with our mission to become a global leader in enabling industries addressing decarbonization, food security, national defense and production of domestic supply and our focus on high value in usehigh-value-in-use materials and applications.
The PFS was based upon converting approximately 41%17.5% of our total mineral resource and established approximately 5.35.1 million short tonsMSTs of boric acid reserves with an average grade of 8.03%7.89% (B2O3) and an initial 39.537.5 year life of mine utilizing an in-situ leaching mining method. The PFS allows for optionality for future expansion phases to develop the remaining portions of our total resource and future endeavors into value added advanced boron derivatives.
The financial model for the economic analysis included in the PFS was based upon a third-party preliminary market study which evaluated future supply and demand thematics for the boric acid market, as well as capital estimates developed by our EPC firm, Fluor Enterprises, Inc. (“Fluor”) and Miocene, Inc. (“Miocene”). The PFS included a capital estimate of approximately $367 million, a 15% contingency of approximately $55 million, and owner’s costs of approximately $13 million, for an aggregate capital estimate of approximately $435 million. The capital estimate includes the anticipated costs for a natural gas Combined Heat & Power (“CHP”) COGEN facility that will power Phase 1 of the Project. The estimated accuracy range for the capital estimate is ±25%, which is consistent with industry standards for an Association for Advancement of Cost Engineering Class 4 estimate for projects at the PFS stage. However, ourOur capital estimate is supported by a comprehensive suite of engineering deliverables, including process flow diagrams, simulation and material balance data, equipment lists, preliminary design documentation, and advanced vendor testing, all of which contribute to a well-substantiated capital cost basis.
WeWhile operations have been reduced and been limited, we will continue to operate the SSF in some capacity while we stage gate to FEL-3 engineering for Phase 1 of the commercial-scale complex. FEL-3 engineering is expected to provide the necessary estimates to publish a final feasibility study and reach a final investment and construction decision for Phase 1 of the proposed commercial-scale complex during the middle of calendar year-2026.complex. Based upon progress to date, we are now targeting to reach initial commercial production from Phase 1 in the second-half of calendar year 2030, but this target may not be achieved and is contingent upon progressing through FEED engineering by January 2027 and securing the necessary financing to commence construction in January 2028.
Although our PFS focused on Phase 1 of commercial production, we have retained optionality for Phase 2 and Phase 3, at which point full operation wouldcould include 450,000 short tons of boric acid.
Fiscal Year 2026 Highlights and Future Considerations
During fiscal year 2026, we continued to operate the SSF to generate the data, information and product necessary to advance the engineering of our proposed Commercial-Scale Facility and to support our customer qualification program. We continued to develop our wellfield during the year, including the drilling of horizontal sidetracks from two of our existing injection and recovery wells during the first fiscal quarter; as described below under “Wellfield,” we subsequently determined that these horizontal sidetracks were no longer accessible, although the program validated certain technical and operating parameters that we expect to inform our future wellfield design.
We advanced the development of higher-value, boron-derived materials. We produced a stable meta boric acid product, which achieved approximately 80% B2O3 equivalent content in our research and development activities, filed a provisional patent application with the U.S. Patent and Trademark Office (“USPTO”) relating to the production process, and continued larger-scale trials and customer sampling to support testing and qualification. We also commenced a ferroboron development program, engaging a dedicated technical lead to direct our research, development and trial programs and identifying two redox-based process routes for laboratory evaluation, with the goal of producing initial samples for evaluation by prospective end users. In August 2026, subsequent to our fiscal year end, we reported that independent X-ray diffraction analysis confirmed the formation of iron boride (Fe2B) in ferroboron samples processed at 1,300°C, with density-based analysis indicating conversion efficiency increasing from approximately 11% at 1,200°C to an average range of approximately 51% to 62% at 1,300°C. We have initiated testing at 1,400°C and are planning an approximately 500-gram batch with a third-party metallurgical processing partner as next steps toward process optimization and the production of samples for prospective customers. We have not entered into any definitive commercial agreements for meta boric acid or ferroboron, and any future commercialization remains subject to successful technical validation, customer qualification, intellectual property development, financing and other factors.
Also during fiscal year 2026, we filed an omnibus provisional patent application with the USPTO covering our proprietary closed-loop in-situ leach mining and production process, including claims relating to boric acid, gypsum, sodium chloride and management of metal impurities. We also filed provisional patents with the USPTO specifically related to our production process for boric acid, our gypsum production process, and the different modes of operation and controls based on the composition of our feed stream.
During fiscal year 2026, we continued to advance our commercial strategy and customer qualification program for the Project. In August 2025, we completed our first international product shipment, delivering boric acid to a customer in Taiwan, which we believe demonstrated our ability to produce and deliver product meeting customer specifications. In March 2026, our senior management completed a customer roadshow involving 12 prospective customers across multiple end markets, including ceramics, insulation, ferroboron, biocidal and pesticidal applications and distribution, that included on-site facility tours and technical discussions regarding product specifications, logistics, qualification pathways and potential commercial structures. As a result of these engagements, multiple prospective customers requested proposals and indicative commercial terms.
In May 2026, we entered into a non-binding offtake heads of agreement with a domestic industrial customer for boric acid, providing for a ten-year term. Subsequent to the end of our fiscal year, we entered into a non-binding indication of interest with a domestic industrial end-user for boric acid and gypsum, contemplating a five-year term, and separately entered into two non-binding offtake heads of agreement with chemical distributors for boric acid, each with an initial five year term and a renewal provision for an additional five years. We believe the progress in our commercial contracting arrangements represents an important step in our customer qualification and project financing readiness efforts and serves as a foundation toward the bankability of the Project. We have continued to engage with prospective customers and have received additional commercial interest, including requests for proposals and indicative terms. Other than the non-binding heads of agreement and indication of interest described above, we have not entered into any definitive offtake or other commercial agreements as a result of these activities, and there can be no assurance that these discussions will result in definitive agreements or on terms acceptable to us.
Lithium Preliminary Economic Assessment
In May 2026, we announced the results of a Preliminary Economic Assessment (the “PEA”) evaluating the potential recovery of lithium, in the form of lithium carbonate, as a byproduct from the Project. The PEA is preliminary in nature and is based on a lithium resource that has not been converted to mineral reserves; accordingly, there is no certainty that the results of the PEA will be realized.
We are continuing to evaluate the potential to recover lithium as a byproduct alongside our borates operations as part of our broader development, commercialization and financing strategy.
During July 2025, we drilled horizontal sidetracks from two of our existing vertical injection and recovery wells to evaluate the technical feasibility of deploying horizontal wells within the ore body and to perform further testing to validate that increased downhole heat improved the solubility of the ore. During the quarter ended March 31, 2026, we encountered difficulty with our fiberglass reinforced production tubing in our horizontal sidetracks that we drilled from our existing injection and recovery wells as we applied increasing temperature to our mining operations. In addition, downhole tubing and fiber optic equipment became lodged within one of our horizontal sidetrack wells, and the loss of wellbore continuity in the second sidetrack well led to the inability to access the horizontal portion of the well. Despite losing access to the horizontal portions of the wells, while they were operational, we validated technical and operating feasibility of horizontal wells, injection rates, geologic continuity of the main mineralized horizon, a more consistent head grade relative to vertical wells, and validated materials of construction and future completion designs.
During July 2025, we converted two of our existing vertical injection recovery wells to horizontal-side tracks where each well now extends approximately 1,500 feet into high grade colemanite zones of the Project. The mine plan incorporated into the PFS contemplates the installation of 27 horizontal wells and the use of jet pumps for artificial lift. Over the next several months, we plan to operate these newly drilled horizontal injection recovery wells to refine our operational strategy for the proposed commercial-scale wellfield and to confirm expectations related to head grade. We expect to submit a final mine plan to the EPA for review based on the performance of the horizontal-side track wells.
Fiscal Year 2025 Highlights and Future Considerations
Operational Highlights
During the first fiscal quarter of the year, we optimized and steadied production rates of boric acid at one short ton per day at the SSF and successfully programmed crystallization to operate in an automated mode such that distillation occurred based on feed concentration, improving both boric acid consistency, yield and quality. During this time, the SSF’s belt filter spray nozzle systems were optimized to maintain sulfur content below 100 ppm, which is lower than levels specified by customers in our qualification program. Also during this time, we began to remove metal salts as calcium levels and metal salts had lagged boric acid leach rates to this point. Calcium content increased to greater than 20,000 ppm, necessitating the production of a calcium-based byproduct.
During the second fiscal quarter, we continued to optimize plant-level production rates and streamlined overall operations and our production process. Such efforts resulted in operating cost reductions and an improvement in the quality and consistency of our boric acid production.
During the third fiscal quarter, we focused our efforts on obtaining plant data to inform our byproduct selection, which included the considerations of solution feed profiles that inform raw material utilizations that drive operating expenses, which enabled us to have a more refined view of our future capital needs and operating expense profile. We have tested and produced samples of a 38% calcium chloride solution and a calcium-based product that we believe are representative of what could be produced on a commercial scale, and samples of these products have been provided to potential future customers. We continue to evaluate our byproduct selection, including consideration for the potential to modulate production of both a calcium-based byproduct and calcium chloride to maximize the future economics of the Project.
During the final fiscal quarter of the year, we focused our efforts on customer qualification by shipping product samples to a diverse group of potential customers, while simultaneously carrying out tests and activities aimed at optimizing our future wellfield design, improving wellfield head-grade, and optimizing our process for crystallization of boric acid. For the foreseeable future, we anticipate maintaining boric acid production rates of one short ton per day while the SSF continues to provide the necessary data to inform and refine the design of the Commercial-Scale Facility, explore ways to optimize our wellfield design and related capital costs, and progress our customer qualification program, while striving to minimize liquidity impacts of the continued operation of the SSF. We believe that the information, data and operating results that have come, and will come, from the operation of the SSF will enable us to design the most efficient commercial-scale facility with optimized project economics.
Commercial Team Strategic Hires
In October 2024, Mark Zamek became our Vice President of Commercial Products, and Kenneth Hoo became our Vice President of Commercial Products - APAC. Mr. Zamek has over 20 years of direct industry experience, having held various senior roles across sales and marketing functions at the largest global borate producers. Most recently, Mr. Zamek served as a consultant for Eti Maden, where he advised the U.S.-focused boron operations on commercial strategy and market expansion initiatives. Prior to that, Mr. Zamek served in numerous strategic sales and marketing roles for over twenty years with Rio Tinto’s U.S. Borax, most recently as Key Global Accounts Manager where he was responsible for managing the company’s largest global borates contract.
Mr. Hoo has over 17 years of borates industry experience, having held several sales roles at the largest global borate producers, as well as consumers. Most recently, Mr. Hoo served as a Sales Manager at Rio Tinto Group, where he specialized in a variety of products, notably borates. Prior to that, Mr. Hoo served in numerous strategic sales roles at borate producers where he accumulated APAC supply chain and logistics expertise while focusing on developing commercial relationships in the Asian market.
We believe that the additions of Mr. Zamek and Mr. Hoo to our team will progress our vision of becoming a leading global supplier of borates and other industrial materials.
During the second fiscal quarter of the year, we met a key milestone through the delivery of our first truckload of boric acid super sacks to a U.S. customer. During the second half of fiscal year 2025, approximately 14 customers successfully qualified our boric-acid product, and additional customers have requested product or are in advanced phases of the testing process. Customers that qualified our product represent a diverse group of industries and market segments such as specialty glass, textile fiberglass, ceramics, insulation, agriculture, defense and chemicals. Testing programs to date have included laboratory evaluation, field trials, and truckload-scale shipments. During April 2025, samples of boric acid that we supplied to a global specialty glass manufacturer successfully produced glass during qualification trials against other suppliers, with results showing that our boric acid performed as well as or better than the product of other suppliers across a variety of attributes of comparison. During August 2025, we packaged boric acid at our Project location and shipped it in an ocean freight container where it completed a 20-day international transit to Taiwan to a major global specialty glass manufacturing facility. Upon receipt, our product passed a handling trial and met all required specifications. The successful trials advance our customer onboarding and qualification process, and we believe demonstrates that our boron production is of the necessary quality to meet the rigorous standards of the specialty glass market. As part of the next phase of the broader qualification process, we plan to ship larger quantities of boric acid for production scale evaluation. We are currently in the process of negotiating contracts for a portion of our initial boric acid production in commercial Phase 1.
This progress supports the Company’s strategy to build a multi-market customer base across multiple high value sectors. We believe this progress highlights its continued momentum toward building commercial relationships and advancing our operational and strategic objectives.
During NovemberApril 2024,2026, we undertook a strategic reduction in workforce (the “Reduction in Force”),workforce, which reduced our company-wide headcountworkforce by approximately 40%one-third, consisting of both employees and contractors, with the goal of optimizingaligning our team,cost reducingstructure fixedwith our current operational and variabledevelopment operating costs and increasing our efficiency.priorities. We estimateanticipate that this initiative allowedwill usreduce toour savecompensation costs by approximately $1.1$1.4 million in operating expenditure during the second half of fiscal year 2025.2027.
August 2024 Equity Offering
On August 27, 2024, we completed an offering (the “August 2024 Equity Offering”) of (i) 231,884 shares (the “Shares”) of our common stock, par value $0.01 per share (“Common Stock”), (ii) Series A warrants to purchase up to an aggregate of up to 231,885 shares of Common Stock (the “Series A Warrants”) and (iii) Series B warrants to purchase an aggregate of 231,885 shares of Common Stock (the “Series B Warrants”, and collectively with the Series A Warrants, the “2024 Warrants”). The Shares and 2024 Warrants were offered and sold on a combined basis for consideration equating to $17.25 for one Share and two 2024 Warrants. The exercise price for each of the 2024 Warrants is $18.3563 per share.
The Series A Warrants and the Series B Warrants became exercisable on February 27, 2025. The Series A Warrants will expire on February 27, 2030 and the Series B Warrants will expire on February 27, 2027. The 2024 Warrants contain standard adjustments to the exercise price including for stock splits, stock dividends, rights offerings and pro rata distributions. The 2024 Warrants also include certain rights upon the occurrence of a “fundamental transaction” (as described in the warrants), including the right of the holder thereof to receive from the Company or a successor entity the same type or form of consideration (and in the same proportion) that is being offered and paid to the holders of Common Stock in such fundamental transaction in the amount of the Black Scholes value (as described in the respective warrant agreement) of the unexercised portion of the 2024 Warrants on the date of the consummation of such fundamental transaction. The 2024 Warrants include cashless exercise rights to the extent the resale of the shares of Common Stock underlying the 2024 Warrants is not registered under the Securities Act.
The net proceeds to us for the August 2024 Equity Offering were approximately $3.0 million after deducting the placement agent’s fees and other offering expenses payable by us.
September 2024 Notes Offering
On September 16, 2024, we entered into a third amendment (“Amendment No. 3”) to a January 2024 amended and restated note purchase agreement (as described in Note 7–Debt, of Item 8 of this Annual Report, the “January 2024 Amended and Restated Note Purchase Agreement”) and agreed, among other things, to (i) issue and sell new senior secured convertible notes in substantially the same form and under the same terms as convertible notes issued in June of 2024 (as described in Note 7–Debt of Item 8 of this Annual Report, the “June 2024 Notes”), in an aggregate principal amount of $6.0 million (the “September 2024 Notes”) to Bluescape Special Situations IV (“Bluescape”), Meridian Investments Corporation (“Meridian”) and Ascend Global Investment Fund SPC for and on behalf of Strategic SP (together with Meridian, “Ascend”), and (ii) amend and restate the January 2024 Amended and Restated Note Purchase Agreement in the form attached as Annex A to Amendment No. 3 (the “September 2024 Amended and Restated Note Purchase Agreement”). The net proceeds to us for the September 2024 Notes were approximately $5.5 million after deducting issuance costs and fees payable by us.
January 2025 Notes Offering
On January 14, 2025, we entered into a fourth amendment (“Amendment No. 4”) to the January 2024 Amended and Restated Note Purchase Agreement and agreed, among other things, to (i) issue and sell new senior secured convertible notes in substantially the same form and under the same terms as the September 2024 Notes, in an aggregate principal amount of $5.0 million (the “January 2025 Notes” and, together with the August 2022 Notes, the June 2024 Notes and the September 2024 Notes, the “Convertible Notes”) to Bluescape and Ascend, and (ii) amend and restate the January 2024 Amended and Restated Note Purchase Agreement in the form attached as Annex A to Amendment No. 4 (as amended, the “Amended and Restated Note Purchase Agreement”). The Amended and Restated Note Purchase Agreement also extended the date to which we were required to comply with a financial covenant to maintain a cash balance of at least $7.5 million from December 31, 2024 to March 31, 2025 (the “Minimum Cash Covenant”). Concurrently with the execution of Amendment No. 4, we entered into a restructuring support agreement (the “2025 Restructuring Support Agreement”), and other related agreements, as defined and discussed below.
The net proceeds to us for the January 2025 Notes were approximately $4.7 million after deducting issuance costs and fees payable by us.
Debt Exchange and Related Agreements
On January 14, 2025, we entered into the 2025 Restructuring Support Agreement with Bluescape and Ascend in connection with certain restructuring and recapitalization transactions with respect to our capital structure (collectively the “Exchange Transaction”), including our Convertible Notes issued pursuant to the Amended and Restated Note Purchase Agreement.
Pursuant to the 2025 Restructuring Support Agreement, the parties agreed to implement the Exchange Transaction as either an:
Out-of-Court Restructuring: Subject to the satisfaction of customary conditions, including approval by our stockholders, a recapitalization through, among other things:
(i) pursuant to an Exchange Agreement dated January 14, 2025 among Ascend, Bluescape and us (the “Exchange Agreement”), the issuance of an aggregate of 13,586,524 shares of our Common Stock to Ascend and Bluescape upon exchange of all of the outstanding Convertible Notes (the “Exchange”);
(ii) pursuant to a Securities Subscription Agreement dated January 14, 2025 among Ascend, Bluescape and us (the “January 2025 Subscription Agreement”), the issuance and sale by us of an aggregate of $5.0 million of Common Stock to Ascend and Bluescape at a price per share equal to the lesser of (a) $6.716 per share and (b) the volume weighted average price for the Common Stock on the five consecutive trading days immediately following the date of the Exchange (the “Subscription Price”);
(iii) pursuant to the January 2025 Subscription Agreement, the issuance by us to Ascend and Bluescape of warrants with a one-year term (the “Restructuring Warrants”) to purchase an aggregate number of shares of Common Stock represented by up to $20.0 million divided by the Subscription Price, at a price per share equal to the Subscription Price; and (iv) pursuant to a Fourth Amended and Restated Investor and Registration Rights Agreement dated January 14, 2025 among Ascend, Bluescape and us (the “IRRA”), the right of each of Ascend and Bluescape to designate two directors to serve on our Board of Directors (“Board”) following the consummation of the Exchange Transaction for so long as such party beneficially owns 25% of our Common Stock and one director to serve on our Board for so long as such party beneficially owns 10% of our Common Stock (clauses (i) through (iv), together, the “2025 Out-of-Court Restructuring”); or In-Court Restructuring: To the extent that the terms of or the conditions precedent to the 2025 Out-of-Court Restructuring could not be timely satisfied or waived, we would file voluntary pre-packaged cases under chapter 11 of title 11 of the United States Code in a United States Bankruptcy Court (the “Bankruptcy Court”) pursuant to a pre-packaged plan of reorganization (the “Pre-Packaged Chapter 11 Plan”) pursuant to which, among other things, all of our existing equity interests would be extinguished, with Ascend and Bluescape each owning their respective pro rata share of 100% of the new equity interests in the Company upon the effective date of the Pre-Packaged Chapter 11 Plan (the “In-Court Restructuring”). The 2025 Restructuring Support Agreement further provided that Ascend and Bluescape would provide a $10.0 million debtor-in-possession financing facility pursuant to a debtor-in-possession credit agreement to be agreed upon by the parties and, as necessary, approved by the Bankruptcy Court.
On March 4, 2025, at a special meeting of stockholders, our stockholders voted in favor of the 2025 Out-of-Court Restructuring, and on March 5, 2025 the Exchange was completed and resulted in 13,586,524 shares of the Company’s Common Stock issued to Bluescape and Ascend, the termination of the Amended and Restated Note Purchase Agreement and the extinguishment of all indebtedness owed by the Company under the Amended and Restated Note Purchase Agreement.
On March 13, 2025, pursuant to the January 2025 Subscription Agreement, we issued and sold an aggregate of 1,408,173 shares of Common Stock to Bluescape and Ascend, at a Subscription Price of $3.5507 per share for aggregate net proceeds of $4.9 million (the “March 2025 Subscription”). Also pursuant to the January 2025 Subscription Agreement, we issued Restructuring Warrants to purchase up to an aggregate of 5,632,692 shares of Common Stock to Bluescape and Ascend. The Restructuring Warrants are immediately exercisable and expire on March 13, 2026, and have an exercise price per share equal to the Subscription Price.
May 2025 Equity Offering
On May 12, 2025 and May 13, 2025, we entered into subscription agreements to issue and sell an aggregate of 1,984,709 shares of our Common Stock at a price of $3.55 per share (collectively, the “May 2025 Subscription”). In connection with the May 2025 Subscription, we also issued 37,042 shares of our Common Stock as an advisory fee. The May 2025 Subscription closed on May 15, 2025 and resulted in aggregate net proceeds to us of approximately $6.4 million after deducting fees and other offering expenses payable by us (inclusive of costs that remained payable by the Company as of June 30, 2025).
On August 21, 2025, we entered into an underwriting agreement to issue and sell an aggregate of 2,374,481 shares of our common stock, par value $0.01 per share (“Common Stock”) at a price of $3.50 per share (the “August 2025 Equity Offering”). The August 2025 Equity Offering closed on August 25, 2025, and resulted in aggregate net proceeds of approximately $8.31$7.4 million beforeafter deducting underwriting discounts and commissions, and other offering expenses payablepaid by us. As part of the August 2025 Equity Offering, BEP Special Situations IV LLC (“Bluescape”) and Ascend Global Investment Fund SPC, for and on behalf of Strategic SP (“Ascend”), together with Meridian Investments Corporation (“Meridian”), each purchased 100,000 shares of our Common Stock at $3.50 per share, a price per share equal to other investors who purchased shares of the Company’s Common Stock in the transaction. Refer to Note 10-Equity to the financial statements included in Part II, Item 8 of this Annual Report for additional details.
What changed in the latest 10-Q
Risk Factors
There have been no material changes to the risk factors previously disclosed in Part I, Item 1A., “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended June 30, 2025. You should carefully consider the factors discussed in Part 1, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, which could materially affect our business, financial condition, and future results. Additional risk and uncertainties not currently known to us may also materially adversely affect our business, financial condition, cash flows, or results of operations.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Appointment of Jonathan Siegler to Board of Directors”
New heading “Voluntary ASX Delisting”
New heading “First Offtake Heads of Agreement”
New heading “Ferroboron Supply Chain Initiative”
New heading “Meta Boric Acid Product Development”
New heading “Customer Roadshow and Pursuit of Offtake”
New heading “* Represents a percentage change greater than +/- 300%”
New heading “Gain on Extinguishment of Debt”
New heading “* Represents a percentage change greater than +/- 300%”
Removed heading “Ferroboron Supply Chain Collaboration”
Removed heading “Mineral Resource Estimate Update”
Removed heading “Boric Acid Shipments for Specialty Glass Trial and Boron Carbide”
Removed heading “Boron Criticality”
Removed heading “Closed-Loop In-situ Boron Mining Patent Application”
Largest changes
“Ferroboron Supply Chain Collaboration”see in full comparison
“On April 16, 2026, we announced our intention to voluntarily delist from the ASX while maintaining our listing on the Nasdaq Global Select Market (“Nasdaq”), which we believe will simplify our public company and security-holder structure and better align our listing profile with our U.S.-based management team, assets and investor base. …”see in full comparison
“Boric Acid Shipments for Specialty Glass Trial and Boron Carbide”see in full comparison
“During the quarter ended March 31, 2026, we encountered difficulty with our fiberglass reinforced production tubing in our horizontal sidetracks that we drilled from our existing injection and recovery wells as we applied increasing temperature to our mining operations. In addition, downhole tubing and fiber optic equipment became lodged within one of our horizontal sidetrack wells, and the loss of wellbore continuity in the second sidetrack well led to the inability to access the horizontal portion of the well. …”see in full comparison
Full comparison: every changed paragraph (61)
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) summarizes the significant factors affecting the operating results, financial condition, liquidity and capital resources, and cash flows of our Company for the three and sixnine months ended DecemberMarch 31, 20252026 and 2024.2025. This MD&A should be read in conjunction with, and is qualified in its entirety by, the unaudited condensed consolidated financial statements, the accompanying notes thereto and other financial information included in this Quarterly Report on Form 10-Q, and the consolidated financial statements and accompanying notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (“SEC”) on September 29, 2025 (the “Annual Report”). Except for historical information, this discussion and analysis contains various forward looking statements that involve risks, uncertainties and assumptions and other important factors, which include, but are not limited to, the risks described in our Annual Report filed with the SEC, any of which could cause the Company’s actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made. Additionally, you should refer to the “Cautionary Note Regarding Forward-Looking Statements.” References within this MD&A to the “Company,” “we,” “our,” and “us,” refer to 5E Advanced Materials, Inc., and its subsidiaries.
Appointment of Jonathan Siegler to Board of Directors
On April 13, 2026, we appointed Jonathan Siegler to our Board of Directors as one of Bluescape’s designees, replacing Graham van’t Hoff in that designee capacity. Mr. van’t Hoff continues to serve as Chairman and a director. Mr. Siegler brings significant experience in project finance, capital structuring, infrastructure development and transaction execution, which we believe will support the next phase of development and prospective debt and equity financing for Fort Cady. His appointment follows recent commercial progress, including customer request for proposals and early-stage offtake discussions arising from our March 2026 customer roadshow.
Voluntary ASX Delisting
On April 16, 2026, we announced our intention to voluntarily delist from the ASX while maintaining our listing on the Nasdaq Global Select Market (“Nasdaq”), which we believe will simplify our public company and security-holder structure and better align our listing profile with our U.S.-based management team, assets and investor base. We expect the delisting to reduce ongoing legal, compliance, administrative and other listing-related costs, with no material impact on our financial position or operating results other than compliance-cost savings and certain ancillary cost savings, net of one-time delisting fees. Following the delisting, our common stock will continue to trade on Nasdaq and we will remain subject to Nasdaq listing standards and SEC reporting obligations.
First Offtake Heads of Agreement
We continued to advance our commercial strategy for the Fort Cady Project, and in May 2026, we announced that we had entered into a non-binding offtake heads of agreement with a domestic industrial customer for boric acid, which we believe represents an important step in our customer qualification and project financing readiness efforts. We also continued to engage with prospective customers and received additional commercial interest, including requests for proposals and indicative terms, although there can be no assurance that these discussions will result in definitive agreements or on terms acceptable to us. In addition, we advanced product development initiatives for higher-value boron-derived materials, including stable meta boric acid, for which we have filed a provisional patent application, and initial testing related to potential ferroboron production, as we evaluate opportunities to potentially expand our product offerings beyond conventional boric acid.
Ferroboron Supply Chain Collaboration
We have begun to assess a potential domestic supply chain that would utilize boric acid produced from the Project as upstream feedstock in the production of ferroboron, an iron-boron alloy used in specialty steel and as an input in neodymium-iron-boron permanent magnet manufacturing. We have held preliminary discussions with a U.S. magnet producer regarding potential commercial requirements. However, we have not executed any definitive agreements and there can be no assurance that any transaction will result from these discussions. According to the U.S. Geological Survey, the United States currently does not produce ferroboron and relies on imports, and our assessment is focused on whether we can address this market with a domestic product offering. Our evaluation includes engineering pathways, technical requirements, and potential partnership structures, and any decision to proceed would be subject to technical validation and the availability of financing, among other factors.
Highlights for the Three Months Ended DecemberMarch 31, 20252026
Ferroboron Supply Chain Initiative
We are advancing research and development to produce ferroboron, an iron-boron alloy used in specialty steel and as a boron source in neodymium-iron-boron permanent magnet manufacturing. During the quarter, we engaged Dr. William M. Carty, Ph.D. to lead the research and development and trial programs, and identified two redox-based process routes for laboratory evaluation. We are targeting delivery of initial samples to prospective end users for evaluation and initial qualification in the first half of calendar year 2026, with expected trial deliverables including product chemistry, impurity profiling, particle size distribution, and preliminary mass and energy balances to support early-stage process design and initial economic assessment. We have not executed any definitive commercial agreements relating to ferroboron, and there can be no assurance that the current trial program will result in a commercial product, customer qualification, or a decision to proceed.
Meta Boric Acid Product Development
We began evaluating meta boric acid, a boron derivative material produced from our boron resource that has achieved approximately 80% B2O3 equivalent content in research and development activities. Meta boric acid is being evaluated as a higher-concentration boron product for potential use in specialty glass, ceramics and other industrial applications. During the period, we produced a stable meta boric acid product and filed a provisional patent application with the U.S. Patent and Trademark Office relating to the production process and we are assessing using meta boric acid in our commercial product portfolio. We are continuing larger-scale trials and customer sampling efforts to support testing and qualification with prospective customers. We have not entered into any definitive commercial agreements for this product, and any future commercialization remains subject to successful technical validation, customer qualification, intellectual property development, financing and other factors.
Customer Roadshow and Pursuit of Offtake
During the period, senior management completed a customer roadshow involving 12 prospective customers across multiple end markets, including ceramics, insulation, ferroboron, biocidal and pesticidal applications as well as distribution. These engagements included on-site facility tours and technical discussions regarding product specifications, logistics, qualification pathways, project timing and potential commercial structures. As a result of these discussions, multiple prospective customers requested proposals and indicative commercial terms, which we believe may support ongoing customer diligence, potential qualification processes, and negotiations toward possible long-term offtake arrangements. We have not entered into any definitive offtake or other commercial agreements as a result of these activities, and there can be no assurance that any proposals, discussions or diligence efforts will result in executed agreements, customer qualification, project financing or future sales.
Mineral Resource Estimate Update
On November 15, 2025, we received an updated mineral resource estimate for the Project. The updated mineral resource estimate was prepared by Mr. Steven Kerr of Escalante Geological Services, LLC, one of the Qualified Persons with respect to our Preliminary Feasibility Study Technical Report Summary (the “PFS”). The new mineral resource estimate updates the prior estimate dated March 10, 2025, and incorporates mineral resource from additional lode claims we staked and filed with the BLM and recorded in San Bernardino County in August 2025.
The updated mineral resource estimate identified 61.9 million short tons of measured ore, containing 9.1 million short tons of in-situ boric acid (H3BO3), with an average grade of 8.34% (B2O3), and 138.6 million short tons of indicated ore, containing 19.2 million short tons of in-situ boric acid (H3BO3), with an average grade of 7.97% (B2O3). On a combined basis, measured plus indicated mineral resource represent 28.3 million tons of boric acid, with an average grade of 8.09% (B2O3), which represents an increase of 10.8 million tons, or 61%, as compared to the prior resource estimate. The updated mineral resource estimate also identified an aggregate measured plus indicated mineral resource estimate of 328 thousand tons of lithium carbonate equivalent (“LCE”), with an average grade of 0.17% LCE, an increase of 115 thousand tons, or 54%, as compared to the prior resource estimate. Each of these increases relate exclusively to the addition of mineral resource that resulted from the aforementioned additional lode claims. For more information, see our Current Report on Form 8-K filed on November 19, 2025.
Boric Acid Shipments for Specialty Glass Trial and Boron Carbide
During August 2025, we packaged boric acid at our Project location and shipped an ocean freight container of finished product where it completed a 20-day international transit to Taiwan to a global specialty glass manufacturing facility. Upon receipt, our product passed a handling trial and met all required specifications. During October 2025, we shipped an additional 20 tons of boric acid produced from our SSF to a potential customer for a large-scale specialty glass trial, and during December of 2025 we were notified that the boric acid had been dispatched into the glass furnace. We also shipped 1,000 pounds of boric acid for domestic boron carbide (B4C) production. These shipments mark important milestones as the Company advances toward commercial production. We believe these shipments confirm the quality of our product and the reliability of our process technology, reinforcing our confidence in our near-term production path and our mission to establish a secure, U.S. supply of boron for industries that bolster national security and drive economic export growth.
Boron Criticality
On November 7, 2025, the United States Department of the Interior released its 2025 list of critical materials (the “2025 U.S. Critical Minerals List”), formally adding boron as a critical mineral vital to the U.S. economy and national security. The U.S. Geological Survey compiled the list, which identifies 60 minerals deemed essential to national security, economic growth, and supply chain stability. Boron's addition highlights its prominent role in energy technologies, advanced materials, defense systems, and critical infrastructure. We believe boron's inclusion on the 2025 U.S. Critical Minerals List enhances our eligibility to engage with U.S. government funding programs, including programs administered by the U.S. Department of War Office of Strategic Capital and the U.S. International Development Finance Corporation, that support the development, processing, and refining of critical minerals. The One Big Beautiful Bill Act of 2025 authorized $5 billion for investments in critical minerals supply chains made pursuant to the Industrial Base Fund and up to $100 billion in principal amounts of direct loans and guaranteed loans for critical minerals and related industries and projects. We currently have a $285 million letter of interest for a potential project finance debt guarantee from the Export-Import Bank of the United States (“EXIM”) as part of the Make More in America Initiative (“MMIA”).
Closed-Loop In-situ Boron Mining Patent Application
During December of 2025, we filed an omnibus patent application with the U.S. Patent and Trademark Office covering our proprietary, closed-loop in-situ leach (“ISL”) borate mining and production process. The application includes 167 claims and is intended to protect end-to-end process steps from injection and recovery through processing, reinjection, and impurity management, including production pathways for boric acid, gypsum, and calcium chloride. We expect to submit additional standalone patent applications as we continue building our broader intellectual property portfolio.
On September 16, 2024, we entered into a third amendment (“Amendment No. 3”) to a January 2024 amended and restated note purchase agreement (as described in Note 7-Debt, of Part I, Item 1 of this Quarterly Report, the “January 2024 Amended and Restated Note Purchase Agreement”) and agreed, among other things, to (i) issue and sell new senior secured convertible notes in substantially the same form and under the same terms as convertible notes issued in June of 2024 (as described in Note 7–Debt of Part I, Item 1 of this Quarterly Report, the “June 2024 Notes”), in an aggregate principal amount of $6.0 million (the “September 2024 Notes”) to Bluescape Special Situations IV LLC (“Bluescape”), Meridian Investments Corporation (“Meridian”) and Ascend Global Investment Fund SPC for and on behalf of Strategic SP (together with Meridian, “Ascend”), and (ii) amend and restate the January 2024 Amended and Restated Note Purchase Agreement in the form attached as Annex A to Amendment No. 3 (the “September 2024 Amended and Restated Note Purchase Agreement”). The net proceeds to us for the September 2024 Notes were approximately $5.5 million after deducting issuance costs and fees.
On August 21, 2025, we entered into an underwriting agreement to issue and sell an aggregate of 2,374,481 shares of our Common Stock at a price of $3.50 per share (the “August 2025 Equity Offering”). The August 2025 Equity Offering closed on August 25, 2025, and resulted in aggregate net proceeds of approximately $7.4 million after deducting underwriting discounts and commissions, and other offering expenses.
On December 8, 2025, at our 2025 annual meeting of stockholders, our stockholders approved our entry into an agreement (the “Letter Agreement”) to issue up to 2,816,346 warrants with an exercise price of $3.5507 to purchase up to $10.0 million shares of our Common Stock (the “EXIM Warrants”), to Bluescape and Ascend, or their respective affiliates (the “Guarantors”) in connection with each party providing a guarantee or collateral package (the “Guarantee”) to EXIM as a condition of awarding the EXIM Loan. However, we are under no obligation to secure any potential EXIM Loan with the Guarantee and may pursue other options for security or collateral with EXIM.
On January 7, 2026, we and the Guarantors entered into the Letter Agreement, pursuant to which we issued the EXIM Warrants. The terms of the EXIM Warrants are substantially identical to the terms of the Restructuring2024 Warrants, except;:
Consistent with the terms of the Restructuring2024 Warrants, the EXIM Warrants contain customary adjustments in the event of any stock split, stock dividend, stock combination, recapitalization, or similar transaction occurring after the issuance date. As of the date of this Form 10-Q, we have not yet been awarded the EXIM Loan.Loan, and therefore the EXIM Warrants have not vested and are not available for exercise.
On February 2, 2026, we completed the issuance and sale of an aggregate of 18,000,000 shares of our Common Stock at a price of $2.00 per share (the “February 2026 Equity Offering”). The February 2026 Equity Offering resulted in aggregate net proceeds of $36.0approximately $33.2 million beforeafter deducting placement agent fees, and other offering expenses paid or payable by us.
* Represents a percentage change greater than +/- 300%
Comparison of the three and sixnine months ended DecemberMarch 31, 20252026 and 20242025
Project expenses include drilling, site preparation, engineering (excluding amounts eligible to be capitalized), testing and sampling, development and testing of our wellfield, hydrology, permits, property taxes, surveys, certain consultants, certain insurance costs, and other expenses associated with further progressing our Project. For the three months ended DecemberMarch 31, 2025,2026, Project expenses increased $122$393 thousand, or 7%,37%, versus the comparable period in the prior fiscal year. The increase was primarily the result of an increase in development costs associated with our commercial wellfield design and testing program, including deployment of horizontal wells ($0.3$0.5 million), which was offset to a lesser extent by a decrease in site-related costs ($0.2$0.1 million).
For the sixnine months ended DecemberMarch 31, 2025,2026, project expenses decreasedincreased $276$117 thousand, or 9%,3%, versus the comparable period in the prior fiscal year. The decreaseincrease was primarily the result of: (i) decreases in site-related costs ($0.5 million), and (ii) decreases in insurance costs ($0.1 million). These decreases were offset by an increase in development costs associated with our commercial wellfield design and testing ($0.3$0.8 million). This increase was offset, to a lesser extent, by decreases in (i) site-related costs ($0.6 million), and (ii) insurance costs ($0.1 million).
Small-scale facility operating costs consist of raw materials, salaries and benefits for employees that are directly responsible for the operation of the SSF and wellfield, and maintenance and upkeep related to the SSF. For the three months ended DecemberMarch 31, 2025,2026, Small-scale facility operating costs decreased $298$116 thousand, or 28%,13%, versus the comparable period in the prior fiscal year. The decrease was primarily the result of decreasesa decrease in: (i) salaries and benefits for our employees directly responsible for operating the SSF ($0.2 million), and (ii) raw materials necessary to operate the SSF and produce boric acid and other byproducts ($0.1 million).
For the sixnine months ended DecemberMarch 31, 2025,2026, Small-scale facility operating costs decreased $1.1$1.2 million, or 39%,33%, versus the comparable period in the prior fiscal year. The decrease was primarily the result of decreases in: (i) salaries and benefits for our employees directly responsible for operating the SSF due to a reduction in headcount between periods ($0.7$0.8 million), (ii) raw materials necessary to operate the SSF and produce boric acid ($0.3 million), and (iii) maintenance, upkeep and other costs incurred for the operation of the SSF ($0.1 million).
General and administrative expenses include professional fees, costs associated with marketing, on-going SEC and public company costs, public relations, rent, salaries for administrative personnel, share based compensation, corporate insurance, certain consultants, investor relations and other expenses. For the three months ended DecemberMarch 31, 2025,2026, general and administrative expenses decreased $335$103 thousand, or 10%,3%, versus the comparable period in the prior fiscal year. The decrease was primarily the result of decreasesa decrease in: (i) insurance related costs ($0.2 million), andoffset, (ii) miscellaneous administrative expenses asto a resultlesser ofextent, cost-cuttingby measuresan acrossincrease thein organizationinvestor relations and marketing costs ($0.1 million).
For the sixnine months ended DecemberMarch 31, 2025,2026, general and administrative expenses decreased $1.7$1.8 million, or 21%,16%, versus the comparable period in the prior fiscal year. The decrease was primarily due to decreases in: (i) share based compensation ($0.9 million) which is primarily the result of prior fiscal year including approximately $1.1 million of share based compensation expense associated with the acceleration of expense pursuant to an employee severance agreement, (ii) corporate insurance costs ($0.6 million), (iii) professional fees, primarily as a result of incurring incremental legal fees in the prior fiscal year leading up to the Exchange Transaction ($0.5 million), (iii) corporate insurance costs ($0.4 million), (iv) other miscellaneous cost-cutting measures across the organization ($0.3 million), and (v) severance related costs ($0.2 million), and (vi) decrease in base employee compensation and benefits ($0.1 million). These decreases were offset by an increase in investor relations and marketing costs ($0.6$0.7 million).
During the quarter ended March 31, 2026, we encountered difficulty with our fiberglass reinforced production tubing in our horizontal sidetracks that we drilled from our existing injection and recovery wells as we applied increasing temperature to our mining operations. In addition, downhole tubing and fiber optic equipment became lodged within one of our horizontal sidetrack wells, and the loss of wellbore continuity in the second sidetrack well led to the inability to access the horizontal portion of the well. Despite losing access to the horizontal portions of the well, we validated technical and operating feasibility of horizontal wells before failure, injection rates, geologic continuity of the main mineralized horizon, a more consistent head grade relative to vertical wells, and validated materials of construction and future completion designs. We determined that both horizontal sidetracks were fully impaired as a result of these difficulties and had no remaining fair value. Therefore, the remaining net book value of $1.6 million associated with the horizontal sidetrack wells was written off to impairment expense during the three and nine months ended March 31, 2026. There was no comparable activity in the comparable periods in the prior fiscal year.
Depreciation and amortization relate to use of our SSF, injection and recovery wells, owned or leased vehicles, buildings and equipment and the accretion of our asset retirement obligations. For the three months ended DecemberMarch 31, 2025,2026, depreciation and amortization expense increased $385$308 thousand, or 8%,6%, versus the comparable period in the prior fiscal year. For the sixnine months ended DecemberMarch 31, 2025,2026, depreciation and amortization expense increased $729$1.0 thousand,million, or 7%, versus the comparable period in the prior fiscal year. These increases were primarily due to the combined effect of (i) our beginning to depreciate $2.1 million of costs incurred for the horizontal sidetracks we drilled from our existing injection and recovery wells during the quarter ended September 30, 2025, and (ii) the reduction in useful life of the injection and recovery wells from 5.0 years to 3.75 years to more closely align with our operational and development plans.
Interest income is derived from the investment of our excess cash and cash equivalents and reclamation bond deposits in short-term (original maturities of three months or less) investments of highly liquid treasury bills andbills, certificates of deposit.deposit and money market mutual funds. For the three months ended DecemberMarch 31, 2025,2026, interest income increased $1$145 thousand, or 4%,thousand versus the comparable period in the prior fiscal year. For the sixnine months ended DecemberMarch 31, 2025,2026, interest income increased $33$179 thousand, or 69%,263%, versus the comparable period in the prior fiscal year. These increases were primarily due to interest income fromearned on the remaining cash generated by the February 2026 Equity Offering, and to a lesser extent, interest earned on the reclamation bond deposit account that was established during April 2025.
Other income is primarily derived from the sale of scrap and other materials. For the three and sixnine months ended DecemberMarch 31, 2025,2026, we did not recognize other income from the sale of scrap materials, versus $4 thousand recognized during the three and sixnine months ended DecemberMarch 31, 2024.2025.
Gain on Extinguishment of Debt
The gain on extinguishment of debt incurred for the three and nine months ended March 31, 2025 resulted from the Exchange Transaction and the related extinguishment of all indebtedness owed by the Company under the Amended and Restated Note Purchase Agreement. As discussed within Note 7-Debt to the unaudited condensed consolidated financial statements, the Exchange Transaction was accounted for as a troubled debt restructuring. As a result, we derecognized the remaining principal, accrued interest and unamortized discount and debt issuance costs associated with the Convertible Notes of $82.4 million, and recognized the fair value of various equity interests issued to the former noteholders, less $5.0 million of proceeds received, at their fair value of $65.1 million. The difference in value between the Convertible Notes and the net fair value of equity interests issued resulted in a gain on extinguishment of debt of $17.3 million. There was no comparable activity for the three and nine months ended March 31, 2026.
There was no unrealized derivative gain (loss) during the three and sixnine months ended DecemberMarch 31, 2025,2026, as the June 2024 Convertible Note Derivative and September 2024 Convertible Note Derivative each expired on December 31, 2024, prior to the beginning of such period.
The unrealized derivative gain (loss) during the three months ended December 31, 2024, was primarily due to an increase in our stock price during the period, which resulted in losses on the June 2024 Convertible Note Derivative and September 2024 Convertible Note Derivative. Our stock price on September 30, 2024 (the last trading day of our prior fiscal quarter) and December 31, 2024 (the end of the prior year fiscal quarter) was $12.42 and $14.72, respectively. The observed increase in our stock price resulted in increases in the value of the embedded conversion feature liabilities and resulted in aggregate derivative losses of $0.8 million.
The unrealized derivative gain of $1.4 million during the sixnine months ended DecemberMarch 31, 2024,2025, was primarily due to a decrease in our stock price during the period,period the June 2024 Convertible Note Derivative was outstanding, which resulted in a gain on the June 2024 Convertible Note Derivative. Our stock price on June 28, 2024 (the last trading day prior to the end of our prior fiscal year) and December 31, 2024 (the end ofdate the priorembedded yearconversion fiscalfeature quarterexpired) was $27.83 and $14.72, respectively. The observed decline in our stock price resulted in a decline in the value of the embedded conversion feature liability and a resulting derivative gain of $2.2 million. This derivative gain was offset, to a lesser extent, by a loss with respect to the September 2024 Convertible Note Derivative during the same period. The unrealized derivative loss was primarily due to an increase in our stock price from $11.50 on September 16, 2024 (the issuance date of the September 2024 Notes) to $14.72 on December 31, 2024 (the end ofdate the priorembedded yearconversion fiscalfeature quarterexpired), resulting in an increase in the value of the embedded conversion feature liability during such period and a resulting derivative loss of $0.9 million. On December 31, 2024, the conversion features associated with the June 2024 Notes and September 2024 Notes that resulted in separate accounting expired and the remaining aggregate fair value of such derivatives of $3.6 million was transferred to additional paid-in capital.
For the three months ended DecemberMarch 31, 2025,2026, interest expense decreased $2.4$1.9 million, versus the comparable period in the prior fiscal year. For the sixnine months ended DecemberMarch 31, 2025,2026, interest expense decreased $4.6$6.4 million, versus the comparable period in the prior fiscal year. These decreases were due to the extinguishment of the Convertible Notes and recognition of interest expenses thereon.
Other expense relates to losses on foreign currency transactions, certain non-income related taxes, and penalties. For the three months ended DecemberMarch 31, 2025,2026, other expense increaseddecreased $11$1 thousand,thousand or 100%, versus the comparable period in the prior fiscal year. For the sixnine months ended DecemberMarch 31, 2025,2026, other expense increased $10 thousand,thousand or 200%, versus the comparable period in the prior fiscal year. Such increases were primarily due to increases in fines and penalties.
As of DecemberMarch 31, 2025,2026, we had cash and cash equivalents of $0.6$25.4 million and a working capital deficit of $4.8$21.8 million compared to $3.8 million of cash and cash equivalents and a working capital deficit of $1.8 million as of June 30, 2025. We maintain the majority of our cash and cash equivalents in accounts with major U.S. and multi-national financial institutions, and our deposits at certain of these institutions may exceed insured limits. Market conditions can impact the viability of these institutions.
A summary of our cash flows for the sixnine months ended DecemberMarch 31, 20252026 and 20242025 follows.
* Represents a percentage change greater than +/- 300%
Net cash used in operating activities for each of the above periods was primarily the result of general and administrative costs (exclusive of share based compensation), costs incurred in furthering the Project, and operating costs of the SSF. During the sixnine months ended DecemberMarch 31, 2025,2026, we used $9.5$13.8 million of cash for operating activities, a decrease of approximately $2.2$3.6 million or 18%21% compared to the comparable period in the prior fiscal year. The decrease in cash used in operations during the current period primarily results from decreases in Small-scale facility operating costs, General and administrative expenses, net of non-cash share-based compensation expense, and Project expenses (refer to the discussion of period-over-period changes in Small-scale facility operating costs, General and administrative expenses and Project expenses within Results of Operations above for additional details).
Our cash flows used for investing activities primarily relate to wellfield development activities, equipment purchases, stage 2 of our front-end loading (“FEL-2”) engineering and related vendor testing related to our commercial-scale facility, and advanced planning for stage 3 of our front-end loading (“FEL-3”) engineering program.program, and the payment of a settlement to a former construction contractor related to the construction of our SSF. During the sixnine months ended DecemberMarch 31, 2025,2026, we used $2.8$7.3 million of cash for investing activities, an increase of approximately $2.0$5.9 million, or 259%,million compared to the comparable period in the prior fiscal year. The increase in cash used in investing activities primarily results from the payment of an approximate $4.3 million settlement payment to a former construction contractor related to the construction of our SSF (as described further in Note 4-Property Plant and Equipment, Net and Note 13-Commitments and Contingencies included in Part I, Item 1 of this Quarterly Report on Form 10-Q), and wellfield development activities, including the horizontal sidetracks we drilled from two of our existing injection and recovery wells.
Our cash flows from financing activities primarily relate to equity and equity-linked financing transactions to fund our business and operations. Cash flows provided by financing activities for the sixnine months ended DecemberMarch 31, 20252026 were the result of (i) approximately $7.4 million of net proceeds received from the August 2025 Equity Offering, and (ii) approximately $2.0 million of net proceeds received from the 2025 Warrant Exercise.Exercise, and (iii) approximately $33.6 million of net proceeds received from the February 2026 Equity Offering (which excludes related expenses payable of approximately $0.4 million as of March 31, 2026). These net cash inflows were offset by (i) approximately $0.2 million of costs paid in connection with the May 2025 Subscription, and (ii) approximately $0.1 million of taxes paid upon the vesting and release of shares for equity awards.
Cash flows provided by financing activities for the sixnine months ended DecemberMarch 31, 20242025 were the result of (i) approximately $3.0 million of net proceeds received from the August 2024 Equity Offering, after recognition of the related costs and fees, (ii) approximately $5.5 million of net proceeds received from the issuance of September 2024 Notes, (iii) approximately $4.7 million of net proceeds received from the issuance of the January 2025 Notes, and (iv) approximately $4.9 million of net proceeds received from the March 2025 Subscription, after recognition of the related costs and fees,fees andrelated (iii)directly to the issuance of the related equity instruments. These net cash inflows were offset by approximately $0.1$0.2 million of taxes withheld and paid upon the vesting and release of shares for equity awards.
Our material short-term cash requirements include general and administrative expenses including recurring payroll and benefit obligations for our employees, costs necessary to further the engineering of our proposed commercial-scale facility, professional fees, operating costs for the SSF, Project related costs, payments under certain lease agreements and working capital needs. Our long-term material cash requirements from currently known obligations include future obligations to reclaim, remediate, or otherwise restore properties to a condition that existed prior to our operations, and $2.5$2.0 million primarily for raw materials for the operation of the SSF; wellfield materials, consulting and servicesmaterials; engineering services and vendor testing related to the design of the proposed commercial-scale facility; consulting and services; environmental testing and other corporate services. Refer to the “Construction in Progress,” “Asset Retirement Obligations,” “Accounts Payable and Accrued Liabilities,” and “Commitments and Contingencies” footnotes in the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for more information on certain of these expenditures and obligations.
Optimize well-field design and operating plan in an effort to reduceoptimize future mining capital, construction capital and operational expenditures, including the operation and study of our recently drilled horizontal wellsexpenditures;
Pursue and optimize infrastructure capital expenditures for our proposed commercial-scale facility which could include expansion of non-potable water resources, upgrading shore power, connection to a natural gas network, preparing certain lands for the construction of the proposed commercial-scale facility, and constructing new access roads into and out of the location for our proposed commercial-scale facility; and Further define our advanced boron materials strategystrategy, including our ferroboron supply chain initiative, meta boric acid product development, with consideration to engineering and repurposing our SSF once sufficient data has been obtained for flow sheet optimization and the production of product for customer qualification.
FEAM insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-15 | Malm Joshua |
Option exercise | 4,261 | — | — |
| 2026-09-15 | Malm Joshua |
Shares withheld for tax | 1,225 | $1.26 | $1.5K |
| 2026-09-15 | Weibel Paul Wesley Iii |
Option exercise | 4,322 | — | — |
| 2026-09-15 | Weibel Paul Wesley Iii |
Grant/award | 795 | — | — |
| 2026-09-15 | Weibel Paul Wesley Iii |
Shares withheld for tax | 1,839 | $1.26 | $2.3K |
| 2026-07-01 | Siegler Jonathan A |
Option exercise | 6,516 | — | — |
| 2026-07-01 | Siegler Jonathan A |
Shares withheld for tax | 2,411 | $1.44 | $3.5K |
| 2026-07-01 | Hebert Curtis L Jr |
Option exercise | 5,901 | — | — |
| 2026-07-01 | Hebert Curtis L Jr |
Shares withheld for tax | 4,999 | $1.44 | $7.2K |
| 2026-07-01 | Hebert Curtis L Jr |
Option exercise | 13,510 | — | — |
| 2026-07-01 | Hebert Curtis L Jr |
Shares withheld for tax | 3,500 | $1.44 | $5.0K |
| 2026-07-01 | Hebert Curtis L Jr |
Option exercise | 9,459 | — | — |
| 2026-07-01 | Hebert Curtis L Jr |
Shares withheld for tax | 2,184 | $1.44 | $3.1K |
| 2026-07-01 | Hebert Curtis L Jr |
Option exercise | 5,118 | — | — |
| 2026-07-01 | Hebert Curtis L Jr |
Shares withheld for tax | 1,894 | $1.44 | $2.7K |
| 2026-07-01 | Jones Bryn Llywelyn |
Option exercise | 13,510 | — | — |
| 2026-07-01 | Jones Bryn Llywelyn |
Shares withheld for tax | 4,999 | $1.44 | $7.2K |
| 2026-07-01 | Jones Bryn Llywelyn |
Shares withheld for tax | 3,500 | $1.44 | $5.0K |
| 2026-07-01 | Jones Bryn Llywelyn |
Option exercise | 5,901 | — | — |
| 2026-07-01 | Jones Bryn Llywelyn |
Shares withheld for tax | 2,184 | $1.44 | $3.1K |
| 2026-07-01 | Jones Bryn Llywelyn |
Option exercise | 5,118 | — | — |
| 2026-07-01 | Jones Bryn Llywelyn |
Shares withheld for tax | 1,894 | $1.44 | $2.7K |
| 2026-07-01 | Jones Bryn Llywelyn |
Option exercise | 9,459 | — | — |
| 2026-07-01 | Dick Barry |
Option exercise | 11,036 | — | — |
| 2026-07-01 | Dick Barry |
Shares withheld for tax | 2,209 | $1.44 | $3.2K |
| 2026-07-01 | Dick Barry |
Option exercise | 15,762 | — | — |
| 2026-07-01 | Dick Barry |
Shares withheld for tax | 5,832 | $1.44 | $8.4K |
| 2026-07-01 | Dick Barry |
Shares withheld for tax | 4,084 | $1.44 | $5.9K |
| 2026-07-01 | Dick Barry |
Option exercise | 6,885 | — | — |
| 2026-07-01 | Dick Barry |
Shares withheld for tax | 2,548 | $1.44 | $3.7K |
| 2026-07-01 | Dick Barry |
Option exercise | 5,970 | — | — |
| 2026-07-01 | Vant Hoff Graham |
Option exercise | 8,196 | — | — |
| 2026-07-01 | Vant Hoff Graham |
Option exercise | 18,764 | — | — |
| 2026-07-01 | Vant Hoff Graham |
Shares withheld for tax | 6,943 | $1.44 | $10.0K |
| 2026-07-01 | Vant Hoff Graham |
Shares withheld for tax | 4,862 | $1.44 | $7.0K |
| 2026-07-01 | Vant Hoff Graham |
Option exercise | 13,138 | — | — |
| 2026-07-01 | Vant Hoff Graham |
Shares withheld for tax | 2,630 | $1.44 | $3.8K |
| 2026-07-01 | Vant Hoff Graham |
Option exercise | 7,108 | — | — |
| 2026-07-01 | Vant Hoff Graham |
Shares withheld for tax | 3,033 | $1.44 | $4.4K |
Well-known investors holding FEAM (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Renaissance Technologies | 2026-06-30 | 200,200 | $278.3K | 0.0% | Added 5% |
| Two Sigma Investments | 2026-06-30 | 34,488 | $47.9K | 0.0% | Added 130% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 11,203 | $15.6K | 0.0% | New position |