Idaho Copper Corp 8-K

What Happened

• Idaho Copper Corporation (COPR) filed a Form 8-K reporting that on January 26, 2026 it filed a Certificate of Designation creating a new class of preferred stock called "Series C Preferred Stock." The board designated 2,500,000 shares with a par value of $0.001 and a stated value of $5.00 per share. The 8-K was filed February 2, 2026.

Key Details

• 2,500,000 shares of Series C Preferred Stock authorized and designated.
• Stated value (liquidation preference) of $5.00 per share; holders receive this preference on liquidation before common stock.
• Series C may be issued upon conversion of a convertible promissory note with an original principal up to $3,000,000 (based on amount outstanding at maturity) and similar future convertible notes.
• Conversion to common stock is at a Conversion Price set by a mutually agreed independent valuation firm (Valuation Auditor) based on fully-diluted common share value as of the note maturity date; voting rights equal to as-converted common shares; dividends only if declared by the board.

Why It Matters

• This gives Idaho Copper a mechanism to convert debt into equity via a defined preferred-share vehicle, potentially reducing cash repayment pressure tied to up to $3M of convertible notes.
• The $5.00 per-share liquidation preference and third-party valuation for conversion affect how much ownership and downside protection preferred holders receive relative to existing common shareholders.
• Investors should note potential dilution if the Series C shares convert into common stock and that key conversion terms rely on an independent valuation process rather than a fixed stock-price formula.