Current Report · Items 1.01, 9.01 · 8-K
GREENLAND MINES LTD
GRMLNASDAQEQUITYCurrent
Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement On August 24, 2026, Greenland Mines Ltd. (the “Company”) entered into a Sales Agreement (the “Agreement”) with A.G.P./Alliance Global Partners (the “Agent”), pursuant to which the Company from time to time may offer and sell shares (the “ATM Shares”) of its common stock, par value $0.0001 per share (“Common Stock”), through or to the Agent (the “ATM Offering”).…
Filed Aug 24, 2026Accepted Aug 24, 2026, 5:10 PM EDTCIK 1907223Accession 0001213900-26-093122
Company context
Greenland Mines Ltd is a Nasdaq-listed company with two operating divisions: (1) Mining, focused on the exploration and development of the Skaergaard Project in southeast Greenland and, subject to closing of the previously announced transaction, the Sarfartoq neodymium-praseodymium (Nd-Pr) rare earths project in southwest Greenland; and (2) Biotech, including Klotho’s KLTO-202 primary indication for ALS. The Company’s strategy is centered on building a multi-asset platform with exposure to rare earth magnet materials, precious metals, and select midstream processing opportunities, while advancing its broader North Atlantic Critical Metals Corridor vision linking Greenland resources with allied downstream jurisdictions and industrial infrastructure.
Current securities
Historical securities (7)
Disclosure sections
Items 1.01, 9.01Select 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
On
August 24, 2026, Greenland Mines Ltd. (the “Company”) entered into a Sales Agreement (the “Agreement”) with
A.G.P./Alliance Global Partners (the “Agent”), pursuant to which the Company from time to time may offer and sell shares
(the “ATM Shares”) of its common stock, par value $0.0001 per share (“Common Stock”), through or to the Agent
(the “ATM Offering”). The Agent will act as sales agent or principal. If agreed to in a separate terms agreement, the Company
may sell shares to the Agent as principal, at a purchase price agreed upon by the Agent and the Company. The Agent may also sell shares
in negotiated transactions with the Company’s prior approval. The ATM Shares will be offered and sold pursuant to a Registration
Statement on Form S-3 filed by the Company on July 28, 2025 (the “Registration Statement”) and the prospectus related
to the ATM Offering that forms a part of such Registration Statement (the “ATM Prospectus”). Pursuant to the ATM Prospectus,
the Company may sell Common Stock having an aggregate offering price of up to $50,000,000.
Subject
to the terms and conditions of the Agreement, the Agent will use its commercially reasonable efforts to sell the ATM Shares from time
to time, based upon the Company’s instructions. The Company has provided the Agent with customary indemnification rights, and the
Agent will be entitled to a commission of up to 3.0% of the aggregate gross sales price per share sold under the Agreement. The Company
has agreed to reimburse the Agent for its reasonable and documented out-of-pocket costs and expenses (including but not limited to the
reasonable and documented fees and expenses of its legal counsel). The Agreement contains customary representations, warranties and agreements
by the Company, indemnification obligations of the Company and the Agent, as well as other obligations of the parties and termination
provisions. The Company has also agreed to provide the Agent with customary indemnification and contribution rights, including for liabilities
under the Securities Act of 1933, as amended.
The
Company intends to use the net proceeds from sales of the ATM Shares, if any, for working capital and general corporate purposes. This
represents our best estimate based on the current status of our business, but we have not reserved or allocated amounts for specific
purposes and cannot specify with certainty how or when we will use any of the net proceeds.
Sales
of the ATM Shares, if any, under the Agreement may be made in transactions that are deemed to be “at the market offerings”
as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. The Company has no obligation to sell any of the ATM Shares
and may at any time suspend offers under the Agreement. The offering of ATM Shares pursuant to the Agreement will terminate on the earlier
of (1) the issuance and sale of all of the ATM Shares subject to the Agreement, (2) the expiration of the Registration Statement on the
third anniversary of its initial effective date pursuant to Rule 415(a)(5) under the Securities Act of 1933, as amended, or (3) the termination
of the Agreement by either the Company or the Agent, or by mutual agreement, as permitted therein.
The
ATM Shares will be issued pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-288533), filed
with the Securities and Exchange Commission (the “SEC”), and the accompanying base prospectus included therein as supplemented
by the prospectus supplement, dated August 24, 2026 (the “ATM Prospectus Supplement”), filed with the SEC.
This
Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the ATM Shares in
any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws
of any such state.
Attached
to this Current Report on Form 8-K as Exhibit 5.1, and incorporated by reference to the ATM Prospectus Supplement, is the opinion of
Cyruli Shanks & Zizmor, LLP, relating to the legality of the ATM Shares.
This
description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is
attached hereto as Exhibit 10.1 and incorporated by reference herein.
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. All statements other than statements of historical fact contained in this Current Report on Form 8-K are forward-looking statements,
including statements regarding the ATM Offering and the Company’s use of proceeds therefrom. Forward-looking statements are subject
to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. The
Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.