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: July 16, 2026

IDAHO COPPER CORPORATION

(Exact name of Registrant as specified in its Charter)

Nevada

001-43386

98-0221494

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

800 W. Main Street, Suite 1460, Boise, Idaho 83702

(Address of Principal Executive Offices)

208-274-9220

(Registrant’s Telephone Number, including area code)

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 14-a-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))

☐ Soliciting material pursuant to Rule 14-a-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 Symbols(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	COPR	NYSE American LLC
Common Stock Purchase Warrant	COPR WS	NYSE American LLC

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 17.01 ~~Entry~~Regulation ~~Into~~FD ~~a Material Definitive Agreement~~Disclosure

On July 16, 2026, ~~Idaho~~we ~~Copper~~released ~~Corporation, a Nevada corporation (~~the ~~“Company”),~~press ~~entered~~release ~~into~~furnished anherewith ~~underwriting agreement (the “Underwriting Agreement”) with ThinkEquity, LLC,~~ as ~~representative~~Exhibit of the underwriters (the “ThinkEquity”), pursuant to which the Company agreed to sell to the underwriters in a firm commitment underwritten public offering (the “Offering”) an aggregate of 3,712,000 shares of the Company’s common stock, par value $099.~~001 per share (the “Common Stock”) and accompanying warrants to purchase 3,712,000 shares of Common Stock, exercisable at a price of $5~~1.75 per share (the “Warrants”), at a public offering price of $4.85 per share and accompanying Warrant, for a total Offering amount of approximately $18 million. The Company has also granted the underwriters a 45-day option to purchase up to an additional 566,800 shares of Common Stock and/or warrants to cover over-allotments, if any. The Offering is expected to close on July 6, 2026.

~~The shares of Common Stock and accompanying Warrants were offered by the~~Item ~~Company pursuant to a registration statement on Form S-1, as amended (File No~~8. ~~333-290746),~~01 ~~filed~~Other ~~with the Securities and Exchange Commission (the “Commission”), which was declared effective by the Commission on July 1, 2026 (the “Registration Statement”).~~Events

~~The~~On July ~~net~~6, ~~proceeds~~2026, toIdaho Copper Corporation, a Nevada corporation (the “Company”), ~~from~~closed ~~the~~its underwritten public offering (the “Offering”) of 3,712,000 ~~after~~shares ~~deducting~~of ~~the~~common ~~underwriting discount~~stock, par value $0.001 per share (the ~~underwriters’~~“Common ~~fees~~Stock”) and ~~expenses~~accompanying warrants ~~and~~to ~~the~~purchase ~~Company’s~~3,712,000 ~~estimated~~shares ~~Offering~~of ~~expenses~~Common Stock, ~~are~~exercisable ~~expected~~at toa beprice ~~approximately~~ of $165.75 ~~million~~per share (the “Warrants”). The ~~Company~~Common Stock ~~anticipates~~and ~~using~~ the ~~net~~Warrants ~~proceeds~~were ~~from~~offered by the ~~Offering~~Company ~~for~~pursuant ~~completion~~to ofa anregistration ~~updated~~statement ~~Preliminary~~on ~~Economic~~Form ~~Assessment~~S-1, as amended (File No. 333-290746), filed with the ~~first~~Securities ~~phase~~and ofExchange ~~preliminary~~Commission ~~work~~(the of“Commission”), awhich ~~Prefeasibility~~was ~~Study~~declared effective by the Commission on July 1, ~~and~~2026. ~~general~~A ~~corporate~~final ~~purposes~~prospectus ~~and~~relating ~~working~~to ~~capital~~the Offering was filed with the Commission on July 6, 2026.

~~The~~Under the ~~Underwriting~~terms ~~Agreement~~of ~~contains~~an ~~customary~~underwriting ~~representations~~agreement ~~and~~(the ~~warranties that~~“Underwriting ~~the~~Agreement”) ~~parties~~with ~~made~~ThinkEquity, toLLC, ~~and~~as ~~solely~~representative ~~for~~of the ~~benefit of~~underwriters, the ~~other~~Company ~~party~~sold inan ~~the~~aggregate ~~context~~total of ~~all~~3,712,000 shares of ~~the~~Common ~~terms~~Stock and ~~conditions~~3,712,000 ofaccompanying ~~that~~Warrants ~~agreement and~~at ina ~~the~~public ~~context~~offering price of ~~the specific relationship between the parties~~$4. ~~The~~85 ~~provisions~~per ofshare ~~the Underwriting Agreement, including the representations~~ and ~~warranties~~accompanying ~~contained therein~~Warrant, ~~are~~for ~~not~~a ~~for~~total ~~the~~Offering ~~benefit~~amount of ~~any~~approximately ~~party~~$18 ~~other~~million. ~~than~~The ~~the~~Company ~~parties~~also togranted ~~such~~the ~~agreements and are~~underwriters ~~not~~a ~~intended~~45-day asoption ~~documents~~to ~~for~~purchase ~~investors~~up ~~and the public~~ to ~~obtain~~an ~~factual~~additional ~~information~~556,800 ~~about~~shares ~~the current state~~ of ~~affairs~~Common ofStock ~~the~~and/or ~~parties to~~an ~~those~~additional ~~documents~~556,800 ~~and agreements~~Warrants. ~~Rather,~~On ~~investors~~July ~~and~~2, 2026, the ~~public~~underwriters ~~should~~exercised ~~look~~their option to ~~other~~purchase ~~disclosures~~all ~~contained~~of in the ~~Company’s filings~~556,800 ~~with~~additional ~~the Securities and Exchange Commission~~Warrants.

The net ~~foregoing~~proceeds ~~summary~~to of the ~~terms~~Company offrom the ~~Underwriting~~Offering, ~~Agreement~~after isdeducting ~~subject to~~discounts, the underwriters’ expense allowance, and ~~qualified~~offering inexpenses, were ~~its~~approximately ~~entirety~~$16 bymillion. ~~reference~~The ~~to,~~Company aanticipates ~~copy~~using ofthe net proceeds from the ~~Underwriting~~Offering ~~Agreement~~for ~~that~~completion isof ~~filed~~an asupdated ~~Exhibit~~Preliminary Economic ~~1.1~~Assessment, tothe ~~this~~first ~~Current~~phase ~~Report on~~of ~~Form~~preliminary ~~8-K~~work of a Prefeasibility Study, and isgeneral ~~incorporated~~corporate ~~herein~~purposes byand ~~reference~~working capital.

~~Item~~In connection 7with the Offering, the Common Stock and the Warrants were listed on the NYSE American stock exchange and commenced trading on July 2, 2026.01 ~~Regulation~~The FDCompany’s ~~Disclosure~~Common Stock is traded under the symbol COPR and the Warrants are traded under the symbol COPR WS.

OnItem 9.01 ~~July~~Financial 1,Statements ~~2026,~~and ~~we released the press release furnished herewith as Exhibit 99.1.~~Exhibits

~~Item 8.01 Other Events~~(d) Exhibits

In connection with the Offering, the Company has received approval to list its Common Stock and the Warrants on the NYSE American stock exchange. The Company anticipates that its common stock will commence trading on the NYSE American exchange under the symbol COPR on July 2, 2026. The Warrants will be traded under the symbol COPR WS.

Exhibit No.		Description
99.1		Press Release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Item 9.01 Financial Statements and Exhibits~~SIGNATURES

~~(d)~~Pursuant ~~Exhibits~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Exhibit No.		Description
1.1		Underwriting Agreement
99.1		Press Release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Date: July 6, 2026

~~SIGNATURES~~IDAHO COPPER CORPORATION By: /s/ Robert Scannell Name: Robert Scannell Title: Chief Financial Officer

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

Date: July 2, 2026

IDAHO COPPER CORPORATION By: /s/ Robert Scannell Name: Robert Scannell Title: Chief Financial Officer

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