Other Information.
+Added: Amendment to Amended and Restated Note Purchase Agreement
+Added: On April 28, 2024, the Company and the holders of the requisite amount of Convertible Notes entered an amendment to the Amended and Restated Note Purchase Agreement, pursuant to which the parties agreed that the waiver of the agreement’s minimum cash covenant would be extended from June 28, 2024 to December 31, 2024.
+Added: From and after December 31, 2024, the Company will be required to maintain a minimum cash balance of at least $7.5 million or else an event of default will occur under the Amended and Restated Note Purchase Agreement.
Insider Trading Arrangements
−Removed: During the three months ended December 31, 2023 , none of the Company's directors or executive officers adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.
+Added: During the three months ended March 31, 2024 , none of the Company's directors or executive officers adopted or terminated any “Rule 10b5-1 trading arrangements” or “non-Rule 10b5-1 trading arrangements,” as each term is defined in Item 408(a) of Regulation S-K.
Exhibit Index
3 unchanged sentences
(incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10-12B filed with the SEC on March 7, 2022).
−Removed: Standstill Agreement dated November 9, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 9, 2023)
−Removed: Restructuring Support Agreement, dated December 5, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 6, 2023)
−Removed: Ascend Subscription Agreement, dated December 5, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 6, 2023)
−Removed: Brennan Retention Agreement, dated December 1, 2023 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on December 6, 2023)
−Removed: Weibel Retention Agreement, dated December 1, 2023 (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on December 6, 2023)
−Removed: Revised Selig Offer Letter, dated December 11, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Amended Current Report on Form 8-K/A filed with the SEC on December 11, 2023)
Amended and Restated Note Purchase Agreement, dated January 18, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 19, 2024).
+Added: Amendment No.
+Added: 1 to the Amended and Restated Note Purchase Agreement, dated April 28, 2024.
Amended and Restated Investor and Registration Rights Agreement, dated January 18, 2024 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 19, 2024).
Amended and Restated 5ECAP Subscription Agreement, dated January 18, 2024 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on January 19, 2024).
+Added: Equity Distribution Agreement, dated March 28, 2024, by and among the Company, Canaccord Genuity LLC and D.A.
+Added: Davidson & Co.
+Added: (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 28, 2024).
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
2 unchanged sentences
Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: XBRL Instance Document - embedded within the Inline XBRL document
−Removed: XBRL Taxonomy Extension Schema Document
−Removed: XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: XBRL Taxonomy Extension Definition Linkbase Document
−Removed: XBRL Taxonomy Extension Label Linkbase Document
−Removed: XBRL Taxonomy Extension Presentation Linkbase Document
−Removed: Cover page Interactive Data file (formatted as Inline XBRL and contained in Exhibit 101).
+Added: Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document.
+Added: Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.
+Added: Cover page formatted as Inline XBRL and contained in Exhibit 101.
* Filed herewith.
+Added: ** Furnished herewith.
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.
5E Advanced Materials, Inc.
−Removed: February 14, 2024
+Added: April 29, 2024
/s/ Paul Weibel
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.