Current Report · Items 1.01, 7.01, 8.01, 9.01 · 8-K

Li-Cycle Holdings Corp.

Entry into a Material Definitive Agreement · Regulation FD Disclosure · Other Events

Filed May 12, 2025Accepted May 12, 2025, 7:13 AM EDTCIK 1828811Accession 0001193125-25-117285

Company context

Li-Cycle (OTCQX: LICYF) is a leading global lithium-ion battery resource recovery company. Established in 2016, and with major customers and partners around the world, Li-Cycle’s mission is to recover critical battery-grade materials to create a domestic closed-loop battery supply chain for a clean energy future.

Historical securities (2)

LICYNYSE · EQUITY · Historical · closed Feb 26, 2025 LICY.WSNYSE · WARRANT · Historical · closed Jan 26, 2022

Recent company filings

Disclosure sections

Items 1.01, 7.01, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement

Item 1.01 Entry into a Material Definitive Agreement. Extension of Glencore Waiver and Koch Waiver Li-Cycle Holdings Corp. (the “Company”) has issued certain convertible notes that are currently held by Glencore Canada Corporation (“Glencore”), as amended and restated from time to time and most recently on January 31, 2025, being (a) the senior secured convertible note originally issued and sold to Glencore on March 25, 2024 (the “Senior Secured Glencore Convertible Note”), (b) the first amended and restated convertible note originally issued to Glencore Ltd. on May 31, 2022 (the “First A&R Glencore Convertible Note”) and (c) the second amended and restated convertible note originally issued to Glencore Ltd. on May 31, 2022 (the “Second A&R Glencore Convertible Note” and together with the First A&R Glencore Convertible Note and the Senior Secured Glencore Convertible Note, the “Glencore Notes”). In addition, on September 29, 2021, the Company issued a convertible note (as amended and supplemented from time to time, the “Koch Note”, and together with the Glencore Notes, the “Convertible Notes”) that is currently held by Wood River Capital, LLC (“Wood River”, and together with Glencore, the “Convertible Note Holders”). Among other things, the Glencore Notes and the Koch Note each provide that the OTC US Market is an “Eligible Market” (as defined therein) for the common shares of the Company (the “Common Shares”), so long as the market capitalization of the Company meets certain minimum requirements. On February 25, 2025, the Company obtained waivers from each of Glencore (the “Glencore Waiver”) and Wood River (the “Koch Waiver”, and together with the Glencore Waiver, the “Waivers”), waiving, among other things, the minimum market capitalization requirements for quoting Common Shares on the OTC US Market, such that the OTC US Market was an “Eligible Market” under the terms of both the Glencore Notes and the Koch Note, in each case during a period from February 25, 2025 to and including April 30, 2025, subject to the terms and conditions thereof. On April 30, 2025, the Company entered into an agreement with Glencore to amend the Glencore Waiver and an agreement with Wood River to amend the Koch Waiver, extending in each case the term of the respective Waiver from 11:59 p.m. (Eastern Standard Time) on April 30, 2025 to 9:00 a.m. (Eastern Standard Time) on May 5, 2025. On May 5, 2025, the Company entered into an agreement with Glencore to further amend the Glencore Waiver and an agreement with Wood River to further amend the Koch waiver, extending in case the term of the respective Waiver from 9:00 a.m. (Eastern Standard Time) on May 5, 2025 to 11:59 p.m. (Eastern Standard Time) on May 9, 2025. On May 9, 2025, the Company entered into an agreement with Glencore to further amend the Glencore Waiver (the “Glencore Waiver Extension”) and an agreement with Wood River to further amend the Koch Waiver (the “Koch Waiver Extension”, and together with the Glencore Waiver Extension, collectively, the “Waiver Extensions”), extending in each case the term of the respective Waiver from 11.59 p.m. (Eastern Standard Time) on May 9, 2025 to 11:59 p.m. (Eastern Standard Time) on May 13, 2025. The foregoing descriptions of the Glencore Waiver Extension and the Koch Waiver Extension do not purport to be complete and are qualified in their entirety by reference to the full text of the Glencore Waiver Extension and the Koch Waiver Extension, copies of which are filed as Exhibits 4.1 and 4.2 respectively, to this Current Report on Form 8-K and are each incorporated by reference herein. Amendment No. 4 to Koch Note On May 8, 2025, the Company and Wood River entered into an amendment No. 4 (the “Koch Note Amendment No. 4”) to the Koch Note pursuant to which the Koch Note was amended and restated principally to remove the registration and recordation requirement in the case of a transfer of the Koch Note in Section 13 thereof, with the intention of enabling Wood River to claim an ordinary loss under Section 166 of the Internal Revenue Code of 1986, as amended (the “IRC”), rather than a capital loss under Section 165 of the IRC, in the event of a transfer of the Koch Note (the “A&R Koch Note”). The foregoing descriptions of the Koch Note Amendment No. 4 and the A&R Koch Note do not purport to be complete and are qualified in their entirety by reference to the full text of the Koch Note Amendment No. 4 and the A&R Koch Note, copies of which are filed as Exhibits 4.3 and 4.4 respectively, to this Current Report on Form 8-K and are each incorporated by reference herein.

Item 7.01Item 7.01 - Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On May 12, 2025, the Company issued a press release announcing the Waiver Extensions from the Convertible Note Holders. A Copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. The information under this Item 7.01, including Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended or the Exchange Act.

Item 8.01Item 8.01 - Other Events

Item 8.01 Other Events. Regardless of the Waiver Extensions, as previously disclosed and considering the Company’s current circumstances, the Company will need to significantly modify or terminate its operations and may need to dissolve and liquidate its assets under applicable insolvency laws or otherwise file for insolvency protection. The Company has retained Alvarez & Marsal Corporate Finance, and certain of its affiliates, to assist in seeking buyers for its business or its assets, including the Company as a whole or any part. No assurances can be made as to whether any such buyers will be found, or as to the terms of any resulting transactions. The following Exhibits are filed as part of this Current Report on Form 8-K.

Filed exhibits (5)

EX-4.1 (by filename) d935851dex41.htm

EX-4.1 2 d935851dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 Li-Cycle Holdings Corp. 207 Queens Quay West, Suite 590 Toronto, Ontario M5J 1A7 May 9, 2025 Glencore Canada Corporation 100, King Street West Suite 6900 Toronto, ON, M5X 1E3 Canada Attention: Legal Department Re: Waiver Extension to May 13, 2025 ───────────────────────────────────────────── Ladies and Gentlemen: Reference is made to (i) the Amended and Restated Senior Secured Convertible Note dated as of January 31, 2025 (together with any payment-in-kind notes issued thereunder, the “Secured Convertible Note”), (ii) the Amended and Restated Convertible Note No. 1 dated as of January 31, 2025 (together with any payment-in-kind notes issued thereunder, the “A&R Convertible Note No. 1”), and (iii) the Amended and Restated Convertible Note No. 2 dated as of January 31, 2025 (together with any payment-in-kind notes issued thereunder, the “A&R Convertible Note No. 2,” and, together with the Secured Convertible Note and the A&R Convertible Note No. 1, the “Glencore Notes”) issued by Li-Cycle Holdings Corp. (the “Company”) and held by Glencore Canada Corporation (the “Holder”). On February 25, 2025, the partie…

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EX-4.2 (by filename) d935851dex42.htm

EX-4.2 3 d935851dex42.htm EX-4.2 EX-4.2 Exhibit 4.2 Li-Cycle Holdings Corp. 207 Queens Quay West, Suite 590 Toronto, Ontario M5J 1A7 May 9, 2025 Wood River Capital, LLC 4111 East 37th Street North Wichita, KS 67220 Re: Waiver Extension to May 13, 2025 ───────────────────────────────────────────── Ladies and Gentlemen: Reference is made to that certain Convertible Note, dated as of September 29, 2021, issued by Li-Cycle Holdings Corp., a corporation existing under the laws of the Province of Ontario (the “Company”), to Spring Creek Capital, LLC, a Delaware limited liability company (the “Original Holder”), and subsequently transferred by the Original Holder pursuant to that certain Joinder Agreement, dated as of May 1, 2022, by and among the Company, the Original Holder and Wood River Capital, LLC, a Delaware limited liability company (the “Holder”), as further amended on May 5, 2022, February 13, 2023, March 25, 2024 and May 8, 2025 (such note, as so amended and together with any payment-in-kind notes issued thereunder, referred to collectively as the “Koch Note”). On February 25, 2025, the parties hereto entered into that certain Waiver Agreement (as amende…

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EX-4.3 (by filename) d935851dex43.htm

EX-4.3 4 d935851dex43.htm EX-4.3 EX-4.3 Exhibit 4.3 AMENDMENT NO. 4 TO CONVERTIBLE NOTE This AMENDMENT NO. 4 TO CONVERTIBLE NOTE is being entered into as of May 8, 2025 (this “Amendment”), by and between Li-Cycle Holdings Corp., a company existing under the laws of the Province of Ontario (the “Company”), and Wood River Capital, LLC, a Delaware limited liability company (the “Holder”). The Company and the Holder desire to amend the Note (as defined below) as set forth herein. Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Note. WHEREAS, on September 29, 2021, the Company issued a Convertible Note to Spring Creek Capital, LLC, a Delaware limited liability company (the “Original Holder”) in the Original Principal Amount of $100,000,000 (such note, as amended by the May 2022 Consent, Amendment No. 2 and Amendment No. 3 (in each case, as defined below), and any payment-in-kind notes issued thereunder referred to collectively herein as the “Note”); WHEREAS, on May 1, 2022, the Original Holder transferred its rights and obligations under the Note to the Holder pursuant to that certain Joinder Agreement, dated as of May 1, 202…

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EX-4.4 (by filename) d935851dex44.htm

EX-4.4 5 d935851dex44.htm EX-4.4 EX-4.4 Exhibit 4.4 AMENDED AND RESTATED CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. TRANSFER OF THESE SECURITIES AND THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. LI-CYCLE HOLDINGS CORP. AMENDED AND RESTATED CONVERTIBLE NOTE Issuance Date: September 29, 2021 (the “Issuance Date”) Original Principal Amount: $100,000,000.00 Amendment and Restatement Date: May 8, 2025 (the “Amendment and Restatement Date”) Principal amount as of the Amendment and Restatement Date: $138,916,727.17 This Amended and Restated Convertible Note, dated as of the Amendment and Restatement Date set forth above…

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EX-99.1 (by filename) d935851dex991.htm

EX-99.1 6 d935851dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Li-Cycle Receives Further Waiver Extensions from Convertible Note Holders Li-Cycle retains Alvarez & Marsal Corporate Finance to assist in seeking buyers for its business or assets TORONTO, Canada (May 12, 2025) - Li-Cycle Holdings Corp. (OTCQX: LICYF) (“Li-Cycle” or the “Company”), a leading global lithium-ion battery resource recovery company, today announced that it has received further waiver extensions from the holders of its convertible notes, Glencore Canada Corporation (“Glencore”) and Wood River Capital, LLC (“Wood River Capital” and together with Glencore, the “Convertible Note Holders”) to permit the Company’s common shares to continue to trade on the OTCQX® Best Market (“OTCQX”) as an eligible market under the terms of the convertible notes until 11:59 p.m. ET on Tuesday, May 13, 2025. Li-Cycle had previously disclosed that it had received waiver extensions from the Convertible Note Holders to trade on the OTCQX as an eligible market under the terms of the convertible notes until 11:59 p.m. ET on Friday, May 9, 2025. Regardless of the extended waivers, as previously disclosed and considering the Company’…

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