Current Report · Items 1.01, 3.02, 9.01 · 8-K
Elmet Group Co.
ELMTNASDAQEQUITYCurrent
Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities
Item 1.01. Entry into a Material Definitive Agreement. Pursuant to the previously disclosed binding letter agreement (the “Letter Agreement”), dated September 11, 2026, by and between The Elmet Group Co., a Delaware corporation (the “Company,” “we,” “us” or “our”) and Blue Moon Metals Inc.…
Filed Sep 22, 2026Accepted Sep 22, 2026, 6:09 AM EDTCIK 2101698Accession 0001213900-26-101918
Company context
We are the sole U.S.-owned vertically integrated producer of tungsten and molybdenum in many of the programs in the market segments we serve. In addition to the fundamental products we produce and processes we control, such as extrusion and rolling, we are one of a handful of companies in the United States capable of Critical Materials and RF engineering and manufacturing, with the capacity and range of capabilities required to support multiple demanding applications. Our inclusion in over 100 current defense programs including aircraft, missiles, electronics and extruded products for submarine components underscores our strategic importance. We believe the accelerating U.S. reshoring efforts and increasing defense spending by the DoW support our growth prospects.
Current securities
Registered securities in this filing
The Elmet Group Co. · 8-K · Filed 2026-09-22
As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.
Common Stock, par value $0.001 per share
- Exchange
- NASDAQ
- Classification
- COMMON
- Status
- Current
Filing context
Context: AsOf2026-09-21
Dimensions: Not supplied
Accession 000121390026101918 · 1 registered-security cover member
Read the exact SEC filing ↗Disclosure sections
Items 1.01, 3.02, 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.
Pursuant to the previously disclosed binding letter
agreement (the “Letter Agreement”), dated September 11, 2026, by and between The Elmet Group Co., a Delaware corporation (the
“Company,” “we,” “us” or “our”) and Blue Moon Metals Inc. (“Blue Moon”), on
September 21, 2026, the Company entered into a warrant purchase agreement (the “Purchase Agreement”) with Blue Moon pursuant
to which the Company agreed to issue and sell to Blue Moon an unregistered warrant (the “Warrant”) to purchase up to 1,166,970
shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”)
in consideration of Blue Moon’s entry into the Letter Agreement and its agreement to perform its obligations thereunder, including
Blue Moon’s investment in the Company as contemplated by the Letter Agreement.
The Purchase Agreement includes customary representations,
warranties and covenants by the Company and Blue Moon. The representations, warranties and covenants contained in the Purchase Agreement
were made only for the purposes of such agreement and as of the specific dates, were solely for the benefit of the parties to such agreement
and may be subject to limitations agreed upon by the contracting parties. Additionally, the Company and Blue Moon have agreed to provide
the other party with customary indemnification under the Purchase Agreement
The Warrant has an exercise price of $21.423 per
share of Common Stock (as adjusted from time to time in accordance with the terms therein) and will be exercisable at any time and from
time to time, in whole or in part, subject to certain beneficial ownership limitations, beginning six (6) months from the date of issuance
and will expire three (3) years from the date of issuance.
The Warrant may also be exercised on a cashless
basis if there is no effective registration statement registering, or the prospectus contained therein is not available for, the resale
of the Warrant Shares by the holder. The holder of the Warrant may not exercise the Warrant to the extent that such exercise would result
in the number of shares of Common Stock beneficially owned by such holder and its affiliates exceeding 4.99% of the total number of shares
of Common Stock outstanding immediately after giving effect to the exercise, which percentage may be increased or decreased at the holder’s
election not to exceed 19.99%. In the event of certain fundamental transactions (as defined in the Warrant), the holder of the Warrant
will have the right to receive, upon exercise of the Warrant, the same amount and kind of securities, cash or property as it would have
been entitled to receive upon the occurrence of such fundamental transaction if it had been, immediately prior to such fundamental transaction,
the holder of the number of Warrant Shares then issuable upon exercise in full of the Warrant.
The foregoing summaries of the Warrant and the
Purchase Agreement do not purport to be complete and are subject to and are qualified in their entirety by reference to the full text
of such agreements, copies of which are filed as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated
herein by reference.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02. Unregistered Sale of Equity
Securities.
The offer and sale of the Warrant pursuant to
the Purchase Agreement, was made in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the “Securities
Act”), pursuant to Section 4(a)(2) thereof. Any shares of Common Stock deliverable upon exercise of the Warrant will be issued in
reliance upon the exemption from registration in Section 3(a)(9) or Section 4(a)(2) of the Securities Act, respectively. A detailed description
of the Warrant is included in, and is incorporated into this Item 3.02 by reference to, Item 1.01 above.
Filed exhibits (1)
EX-4.1 (by filename) ea030613001ex4-1.htmExhibit
4.1
THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED
UNDER SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED
FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, (III) THE COMPANY HAS RECEIVED AN OPINION
OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (IV)
THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF
DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).
WARRANT
TO PURCHASE COMMON STOCK
Number
of Shares: 1,166,970
(subject
to adjustment)
Original
Issue Date: September 21, 2026
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THE
ELMET GROUP CO., a Delaware corporation (the “ Company ”), hereby certifies that, for good and valuable consideration,
the receipt and suff…
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