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): ~~August~~September 2125, 2025

5E ADVANCED MATERIALS, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-41279	87-3426517
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9329 Mariposa Road, Suite 210
Hesperia, California		92344
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (442) 221-0225

    

(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:

☐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(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value per share	FEAM	The Nasdaq Global Select Market

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 8.01 Other Events.

OnThe ~~August~~Board ~~21,~~of ~~2025,~~Directors of 5E Advanced Materials, Inc. (the “Company”) ~~entered~~has ~~into~~established anDecember ~~underwriting agreement (the “Underwriting Agreement”) with Konik Capital Partners~~8, ~~LLC,~~2025 as ~~representative of~~ the ~~several~~date ~~underwriters named therein (collectively, the “Underwriters”), relating to the underwritten public offering by the Company~~ of ~~2,374,481 shares of~~ the Company’s ~~common~~2025 ~~stock,~~Annual ~~par~~Meeting ~~value $0.01 per share (“Common Stock”), at a public offering price per share~~ of ~~$3.50~~Stockholders (the “~~Offering~~2025 Annual Meeting”). InThe ~~addition,~~2025 ~~the~~Annual ~~Company,~~Meeting ~~the~~will ~~Company’s~~be ~~directors~~held ~~and~~virtually ~~executive~~by ~~officers~~means ~~and certain stockholders~~ of ~~the~~remote ~~Company~~communication. ~~also~~The ~~agreed~~details ~~not~~of tothe ~~sell~~virtual orannual ~~transfer~~meeting, ~~any~~including ~~Common~~how ~~Stock~~stockholders ~~without~~can ~~first~~log ~~obtaining~~into the ~~written~~virtual ~~consent of Konik Capital Partners~~meeting, ~~LLC,~~vote ~~subject~~and tosubmit ~~certain exceptions~~questions, ~~for~~will 90be ~~days~~disclosed ~~following~~in the ~~closing~~Company’s ofdefinitive ~~the~~proxy ~~Offering.~~statement Onfor ~~August~~the ~~25,~~ 2025, ~~the~~Annual ~~Offering~~Meeting ~~closed,~~to ~~and~~be ~~the~~filed ~~Company~~with ~~completed~~ the ~~sale~~Securities and ~~issuance~~Exchange ~~of an aggregate of 2,374,481 shares of Common Stock~~Commission.

~~The~~Any ~~Company~~stockholder ~~received~~seeking ~~net~~to ~~proceeds~~bring ofbusiness ~~approximately~~before ~~$7.3~~the ~~million,~~2025 ~~after~~Annual ~~deducting~~Meeting ~~underwriting~~or ~~discounts~~to ~~and~~nominate ~~commissions~~a ~~and~~director ~~estimated~~must ~~offering~~provide ~~expenses~~timely ~~payable~~notice, byas ~~the~~set ~~Company.~~forth ~~The~~in the Company’s ~~currently~~Second ~~intends~~Amended toand ~~use~~Restated Bylaws (the ~~net~~“Bylaws”). ~~proceeds~~Specifically, ~~from~~written ~~the~~notice ~~Offering~~of ~~together~~any ~~with~~proposed ~~its~~business ~~existing~~or ~~cash,~~nomination ~~cash~~must ~~equivalents,~~be ~~and~~received ~~marketable~~at ~~securities,~~the ~~primarily~~Company’s ~~for~~principal ~~the~~executive ~~operation~~offices ofno ~~its~~later ~~small-scale~~than ~~facility~~October 13, ~~wellfield~~2025 ~~development~~(which ~~and~~is ~~analysis,~~the ~~advanced~~tenth ~~planning~~day ~~for~~following ~~FEL-3~~this ~~engineering,~~public ~~general~~announcement ~~corporate~~of ~~purposes,~~the ~~including,~~date ~~without~~of ~~limitation,~~the ~~working~~2025 ~~capital,~~Annual ~~advances~~Meeting). toAny notice of proposed business or ~~investments~~nomination inmust ~~its~~comply ~~subsidiaries~~with ~~and~~the ~~general~~specific ~~and~~requirements ~~administrative~~set ~~matters.~~forth in the Bylaws.

The Offering was made pursuant to the shelf registration statement on Form S-3 (File No. 333-276162) (the “Registration Statement”), a prospectus included in the Registration Statement, the preliminary prospectus supplement, which was filed with the Securities and Exchange Commission (the “SEC”) on August 21, 2025, and a final prospectus supplement, which was filed with the SEC on August 25, 2025.SIGNATURES

~~The~~Pursuant ~~Underwriting~~to ~~Agreement~~the ~~contains~~requirements ~~customary representations, warranties, covenants, indemnification obligations~~ of the ~~Company and the Underwriters, including for liabilities under the~~ Securities Exchange Act of ~~1933~~1934, ~~as amended, and other obligations of~~ the ~~parties.~~registrant ~~The~~has ~~representations,~~duly ~~warranties~~caused ~~and~~this ~~covenants~~report ~~contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties~~ to ~~such agreement, and may~~ be ~~subject~~signed toon ~~limitations~~its ~~agreed~~behalf ~~upon~~ by the ~~contracting~~undersigned ~~parties.~~hereunto Aduly ~~copy of the Underwriting Agreement is attached as Exhibit 1~~authorized.1 hereto and is hereby incorporated by reference. The foregoing descriptions of the Underwriting Agreement and lock-up arrangements do not purport to be complete and are qualified in their entirety by reference to such exhibit.

A copy of the legal opinion of Latham & Watkins LLP relating to the validity of the issuance and sale of the shares in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.


			5E Advanced Materials, Inc.

Date:	October 3, 2025	By:	/s/ Joshua Malm
			Joshua Malm Chief Financial Officer, Treasurer and Corporate Secretary

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		Underwriting Agreement, dated August 21, 2025, by and among the Company and Konik Capital Partners, LLC, as representative of the several underwriters named therein.
5.1		Opinion of Latham & Watkins LLP.
23.1		Consent of Latham & Watkins LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the inline XBRL document).

SIGNATURES

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

			5E Advanced Materials, Inc.
Date:	August 25, 2025	By:	/s/ Joshua Malm
			Joshua MalmChief Financial Officer, Treasurer and Corporate Secretary

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