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): January 716, 2025 (~~December~~January 3110, ~~2024~~2025)

FORMATION MINERALS, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada		001-41209		87-2406468
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

P.O. Box 67

Jacksboro, Texas 76458

(Address of Principal Executive Offices) (Zip Code)

972-217-4080

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act: None

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))

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. ☐

In this Current Report on Form 8-K, the terms “we”, “us”, “our” and the “Company” refer to Formation Minerals, Inc., a Nevada corporation, unless the context indicates otherwise.

Item 1.01. Entry ~~Into~~into Aa Material Definitive Agreement.

OnSecurities ~~December 31, 2024, we entered into an equity~~Purchase ~~financing agreement (the “Equity Financing~~ Agreement”) with GHS Investments, LLC, a Nevada limited liability company (the “Investor”), pursuant to which, the Investor has committed, subject to the satisfaction or waiver of certain conditions, to purchase up to an aggregate of $10.0 million of the Company’s common stock, par value $0.01 per share (“Common Stock”), subject to certain limitations, from time to time and at the Company’s sole discretion over a 24-month period as described below.

~~Under~~On ~~the~~January ~~terms and subject to the conditions of the Equity Financing Agreement, the Company has the right, but not the obligation, to sell to the Investor, and the Investor is obligated to purchase up to $~~10~~.0 million shares of the Common Stock. Such sales of Common Stock by the Company~~, ~~if any~~2025, ~~will be subject to certain limitations set forth in~~ the ~~Equity Financing Agreement, and may occur from time to time, at the~~ Company’s ~~sole~~entered ~~discretion, over~~into ~~the~~a ~~24-month period commencing on the date on which the~~ Securities ~~and~~Purchase ~~Exchange~~Agreement ~~Commission~~ (~~the~~ “~~SEC~~Purchase Agreement”) ~~declares~~with ~~the~~GHS Investments ~~Registration Statement~~LLC, ~~(as~~a ~~defined~~Nevada ~~below)~~limited ~~effective~~liability ~~under~~company ~~the Securities Act of 1933, as amended~~ (~~the~~ “~~Securities Act~~GHS”)~~. The Equity Financing Agreement further provides that the Company must issue one million (1~~,~~000,000) shares of Common Stock to the Investor as an equity incentive~~ atfor the ~~closing of, and in addition to the shares of Common Stock issued at, the initial~~ purchase of ~~shares~~95 ~~of Common Stock pursuant to the Equity Financing Agreement (“Incentive Shares”). The purchase price of the~~ shares of ~~Common Stock issuable pursuant to~~ the ~~Equity~~Company’s ~~Financing~~Class ~~Agreement~~B ~~will~~Convertible bePreferred ~~eighty percent (80%) of the market price of such shares of Common~~ Stock, ~~provided,~~par ~~however,~~value ~~that~~$0. if01 atper ~~any~~share time, such shares of Common Stock are listed and traded on The Nasdaq Stock Market LLC or another national securities exchange having similar price restriction, the purchase price will be ninety percent (~~90%) of~~ the ~~lowest volume weighted average price as reported~~“Class byB ~~Bloomberg,~~Preferred L.P. during the applicable pricing period. We will not be entitled to deliver a purchase notice to the Investor, unless (i) the Registration Statement (as defined below) is declared effective, (ii) the shares of Common Stock are listed or quoted for trading on the New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or any of the OTC Markets, whichever is the principal market on which the Common Stock is then listed and traded (the “Principal Market”) ~~and are not suspended from trading thereon~~, ~~(iii) we have complied with our obligations under the Equity Financing Agreement and Registration Rights Agreement (as defined below), (iv) no injunction has been issued or is~~ in force that prohibits the purchase or issuance of the shares of Common Stock pursuant to the Equity Financing Agreement, and (v) the issuance of the shares of Common Stock pursuant to the Equity Financing Agreement does not violate applicable requirements of the Principal Market. As of the date hereof, up to 379,787,879 shares of Common Stock are issuable pursuant to the Equity Financing Agreement assuming a ~~purchase~~private ~~price~~placement ofat $~~0.2648~~1,000 per share, ~~based on the lowest traded price~~ for ~~the~~aggregate ~~Common~~gross ~~Stock during the ten trading days preceding the date hereof. The Company intends to use the net~~ proceeds ~~from the sale~~ of ~~any~~up ~~shares~~to ~~of Common Stock under the Equity Financing Agreement for general corporate and working capital purposes and acquisitions of assets~~$95,000 ~~businesses or operations or for other purposes that~~ (the ~~board of directors of the Company, in good faith, deems to be in the best interest of the Company~~“Financing”).

~~The~~Pursuant ~~Equity~~to ~~Financing~~the Purchase Agreement, ~~prohibits the Company~~effective ~~from~~January ~~directing~~10, 2025, the ~~Investor~~Company toissued ~~purchase~~and ~~any~~sold 95 shares of ~~Common~~the ~~Stock~~Class ifB ~~those~~Preferred ~~shares,~~Stock ~~when~~(the ~~aggregated~~“Closing ~~with~~Shares”) ~~all~~to GHS for ~~other~~an ~~shares~~aggregate of ~~Common~~$95,000 ~~Stock then~~in ~~beneficially~~gross ~~owned~~proceeds by (the ~~Investor~~“Closing”) ~~(as~~and ~~calculated~~issued ~~pursuant~~ to GHS ~~Section~~10 ~~13(d)~~shares of the ~~Securities~~Class ~~Exchange~~B ~~Act~~Preferred ofStock (the ~~1934,~~“Incentive asShares” ~~amended,~~together ~~and Rule~~with ~~13d-3~~the ~~thereunder)~~Closing Shares, ~~would result in~~ the ~~Investor~~“Shares”) ~~beneficially~~as ~~owning~~an ~~more~~equity ~~than~~incentive ~~4.99%~~for the purchase of the ~~outstanding~~ shares of ~~Common~~Class B Preferred Stock. The ~~Investor~~ ~~has~~Company ~~agreed~~intends ~~not~~ to ~~engage~~use inthe ornet ~~effect,~~proceeds ~~directly~~from orthe ~~indirectly,~~issuance ~~for~~and ~~its~~sale ~~own~~of ~~principal~~the ~~account~~Closing or Shares for ~~the~~general ~~principal~~working ~~account~~capital ~~of any~~purposes. ofThe ~~its~~Purchase ~~affiliates,~~Agreement ~~any~~contains ~~short~~customary ~~sales~~events of ~~the~~defaults, ~~Common~~representations ~~Stock~~and orwarranties ~~hedging~~and closing ~~transaction~~conditions ~~that~~for ~~establishes~~ a ~~net~~transaction ~~short position in the Common Stock during the term~~ of ~~the~~this ~~Equity Financing Agreement~~type.

~~On December 31~~Further, ~~2024,~~pursuant weto ~~also entered into a registration rights agreement (~~the ~~“Registration~~Purchase ~~Rights~~ Agreement”), ~~with~~ the Company ~~Investor.~~must ~~Under~~use ~~the~~its ~~Registration~~best ~~Rights~~efforts ~~Agreement, the Company agreed~~ to file ~~one~~a orregistration ~~more~~statement ~~registration~~within ~~statements~~30 ~~(the~~calendar ~~“Registration~~days ~~Statement”),~~from asthe ~~necessary,~~Closing to register ~~under~~ the ~~Securities Act the~~ resale of ~~all of~~ the shares of ~~Common~~the ~~Stock~~Company’s ~~that~~common ~~may~~stock, ~~from~~par ~~time~~value to$0.01 ~~time,~~per beshare ~~issued~~(the or“Common ~~become~~ Stock”)issuable toupon the ~~Investor~~conversion of ~~under~~ the ~~Equity~~ ~~Financing~~Shares ~~Agreement~~ and ~~the~~use ~~Registration~~its ~~Rights~~reasonable ~~Agreement.~~best ~~The~~efforts ~~Registration~~to ~~Rights~~have ~~Agreement~~such ~~requires~~registration ~~that~~statement ~~the~~declared ~~Company~~effective ~~file,~~by ~~within 30~~the ~~days~~Securities ~~after~~and ~~execution~~Exchange Commission ofwithin ~~the~~60 ~~Registration~~calendar ~~Rights~~days ~~Agreement,~~from anits ~~initial~~filing ~~Registration Statement~~ and ~~use commercially reasonable efforts~~ to have such ~~Registration~~registration ~~Statement~~statement ~~declared~~or ~~effective~~any byreplacement ~~the~~registration ~~SEC~~statement ~~within~~remain effective ~~thirty~~until ~~(30)~~such ~~calendar~~time ~~days,~~as GHS ~~but~~ no ~~more~~longer ~~than~~holds ~~ninety~~any ~~(90) calendar days after the Company has filed~~ such ~~Registration Statement~~securities.

1Placement Agency Agreement

~~The~~Also on ~~Equity~~January 10, 2025, in connection with the Financing, ~~Agreement~~the ~~and~~Company entered into a placement agency agreement (the ~~Registration Rights~~“Placement Agency Agreement”) ~~contain~~with ~~customary~~Icon ~~representations,~~Capital ~~warranties~~Group LLC (the “Placement Agent”), ~~conditions~~pursuant ~~and~~to ~~indemnification~~which ~~obligations~~the ofPlacement Agent agreed to act as placement agent on a “reasonable best efforts” basis in connection with the ~~parties~~Financing. ~~The~~Pursuant ~~Company~~to the Placement Agency ~~has~~Agreement, the ~~right~~Company agreed to ~~terminate~~pay the ~~Equity~~Placement ~~Financing~~Agent ~~Agreement~~a atfee ~~any~~equal ~~time~~to by2.0% ~~providing~~of the ~~Investor~~aggregate 45gross ~~days~~proceeds ~~written~~raised ~~notice~~in the Financing. In connection with the Initial Closing, the Company paid the Placement Agent $1,800.

The ~~shares~~Placement ofAgency ~~Common~~Agreement ~~Stock~~contains ~~issuable pursuant to~~customary ~~the~~events ~~Equity Facility Agreement will be issued and sold in reliance upon the exemption from registration afforded by Section 4(a)(2)~~ of ~~the~~ ~~Securities Act~~defaults, ~~Rule~~representations ~~506~~and ofwarranties ~~Regulation D promulgated by the SEC under the Securities Act,~~ and~~/or~~ ~~upon~~closing ~~such~~conditions ~~other~~for exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments in Common Stock to be made pursuant to the Equity Facility Agreement. This Current Report on Form 8-K shall not constitute an offer to sell or a ~~solicitation of~~transaction ~~an offer to buy any shares~~ of ~~Common~~this Stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdictiontype.

The foregoing descriptions of the ~~Equity~~Purchase ~~Financing~~ Agreement and ~~the~~Placement ~~Registration~~Agency ~~Rights~~ Agreement are ~~summaries and, as such, do~~ not ~~purport to be~~ complete and are subject to and qualified in their entirety by reference to the full text of ~~the Equity Financing~~ Purchase Agreement and ~~Registration~~the ~~Rights~~Placement Agency Agreement, copies of which are filed herewith as Exhibit 10.1 and ~~Exhibit 10~~99.~~2 to this Current Report on Form 8-K~~1, respectively, ~~which~~and ~~are~~ incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure set forth above ~~under~~in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The Shares were issued and sold, and the shares of Common Stock issuable upon the conversion of the Shares will be issued, in reliance upon the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended.

~~Item 8.01. Other Events.~~1

On January 7, 2025, we issued a press release, which press release is attached hereto as Exhibit 99.1, regarding the Company’s entry into the Equity Financing Agreement.

The information in this Current Report on Form 8-K with respect to Item 8.01 (including the press release attached hereto as Exhibit 99.1) is being furnished pursuant to Item 8.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. This Current Report on Form 8-K (including Exhibit 99.1) will not be deemed an admission as to the materiality of any information contained herein.

Item 9.01. Financial Statements and Exhibits.

Exhibits

10.1		~~Equity~~Securities ~~Financing~~Purchase Agreement, dated as of ~~December~~January 3110, ~~2024~~2025, by and between Formation Minerals, Inc. and GHS Investments LLC.*
10.2		Registration Rights Agreement, dated as of December 31, 2024 by and between Formation Minerals, Inc. and GHS Investments LLC.
99.1		Placement Agency Agreement, dated as of January 10, 2025, by and between Formation Minerals, Inc. and Icon Capital Group, LLC.
99.1		Press Release, dated January 7, 2025.
104		Cover Page Interactive Data File. (Embedded within the Inline XBRL document.)

*	In accordance with Rule 601(b)(2) of Regulation S-K, the related disclosure schedules have not been filed. The Company agrees to furnish supplementally a copy of any such disclosure schedule to the Securities and Exchange Commission upon request.

SIGNATURES

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

Date: January 716, 2025

FORMATION MINERALS, INC.

By:	/s/ Scott A. Cox
	Scott A. Cox
	President, Chief Executive Officer and Chief Financial Officer

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