UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported):  October 10, 2024

 

Commission file number: 001-41320

 

njmc_8kimg2.jpg

 

Idaho Strategic Resources, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Idaho

 

82-0490295

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

201 N. 3rd Street, Coeur d’Alene, ID

 

83814

(Address of principal executive offices)   

 

(zip code)

 

Registrant's telephone number, including area code: (208) 625-9001

 

N/A

(Former Name or Former Address if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Securities registered pursuant to Section 12(g) of the Act:

 

Title of Each Class

 

Trading Symbol(s)

 

Name of Each Exchange on Which Registered

Common Stock, no par value

 

IDR

 

NYSE American LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter).

 

Emerging growth company  ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On October 10, 2024, Idaho Strategic Resources, Inc. (the “Company”), entered into a Sales Agreement (the “Agreement”) with Roth Capital Partners, LLC (the “Sales Agent”). In accordance with the terms of the Agreement, the Company may offer and sell from time to time through or to the Sales Agent, as agent or principal, the Company’s Common stock having an aggregate offering price of up to $15,000,000 (the “Placement Shares”). The Placement Shares will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-264647) and the related base prospectus included in the registration statement, as supplemented by the prospectus supplement dated October 10, 2024.

 

The Company is not obligated to sell any Placement Shares pursuant to the Agreement. Subject to the terms and conditions of the Agreement, the Agent will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations, and the rules of the NYSE American LLC market (“NYSE American”), to sell the Placement Shares from time to time based upon the Company’s instructions, including any price, time or size limits or other customary parameters or conditions the Company may impose. Sales of the Placement Shares, if any, will be made on the NYSE American at market prices by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended. The Company shall pay the Agent in cash, upon each sale of the Placement Shares pursuant to the Agreement, an amount up to 3.0% of the gross proceeds from each sale of Placement Shares.

 

The summary of the Agreement in this report does not purport to be complete and is qualified by reference to such agreement, which is filed as Exhibit 10.1 hereto.

 

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy Shares, nor shall there be any sale of the Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

Item 9.01. Financial Statements and Exhibits

 

Exhibit No.

 

 Description

10.1

 

Sales Agreement, dated October 10, 2024, by and between the Company and Roth Capital Partners, LLC

 

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

IDAHO STRATEGIC RESOURCES, INC.

 

 

 

 

 

 

By:

/s/ John Swallow

 

 

 

John Swallow

 

 

 

Its: President & CEO

 

 

 

Date: October 10, 2024

 

 

 

3

 

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Cover
Oct. 10, 2024
Cover [Abstract]  
Entity Registrant Name Idaho Strategic Resources, Inc.
Entity Central Index Key 0001030192
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company false
Document Period End Date Oct. 10, 2024
Entity File Number 001-41320
Entity Incorporation State Country Code ID
Entity Tax Identification Number 82-0490295
Entity Address Address Line 1 201 N. 3rd Street
Entity Address City Or Town Coeur d’Alene
Entity Address State Or Province ID
Entity Address Postal Zip Code 83814
City Area Code 208
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Local Phone Number 625-9001
Security 12b Title Common Stock, no par value
Trading Symbol IDR
Security Exchange Name NYSE
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