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8-KAccepted Sep 22, 6:09 AM ET

Elmet Group Co. Enters Warrant Purchase Agreement with Blue Moon Metals

ELMTElmet Group Co.

Accepted (ET)

6:09 AM

Sep 22, 2026

Filed

Sep 22, 2026

Documents

13

Size

488.4 KB

Summary

Elmet Group Co. Enters Warrant Purchase Agreement with Blue Moon Metals

Updated

What Happened

  • Elmet Group Co. (ELMT) announced on September 21, 2026 that it entered into a Warrant Purchase Agreement with Blue Moon Metals Inc., pursuant to a prior Letter Agreement dated September 11, 2026.
  • Under the Purchase Agreement the company issued an unregistered warrant to Blue Moon to purchase up to 1,166,970 shares of Elmet common stock.

Key Details

  • Warrant size: up to 1,166,970 Warrant Shares.
  • Exercise price: $21.423 per share (subject to customary adjustments).
  • Exercise window: exercisable beginning six months after issuance and expiring three years from issuance; may be exercised in whole or in part.
  • Ownership limits & cashless exercise: holder cannot exercise to exceed 4.99% beneficial ownership (holder may elect up to 19.99%); cashless exercise permitted if resale registration/prospectus is not available.
  • Securities law treatment: Warrant issued in reliance on Section 4(a)(2) of the Securities Act; shares issued on exercise will rely on Section 3(a)(9) or Section 4(a)(2) as applicable.

Why It Matters

  • This agreement creates potential dilution: if fully exercised, up to 1,166,970 new shares could be issued at $21.423 per share (subject to adjustments and ownership caps).
  • The warrant is not immediately exercisable—holders must wait six months—so any dilution or resale timing is deferred; cashless exercise and resale registration status will affect whether Blue Moon pays cash or receives shares.
  • The transaction was done via an unregistered private placement, relying on Securities Act exemptions, which is common for strategic or financing arrangements but reduces immediate liquidity and tradability of the Warrant Shares until registered or otherwise available.

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