As filed with the Securities and Exchange Commission
on August 28, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT
OF 1933
IVANHOE ELECTRIC INC.
(Exact name of Registrant
as specified in its charter)
Delaware |
|
32-0633823 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification Number) |
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|
606 - 999 Canada Place
Vancouver, BC, Canada |
|
V6C 3E1 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Ivanhoe Electric Inc.
Equity Incentive Plan
Ivanhoe Electric Inc.
2022 Long Term Incentive Plan
(Full Title of the
Plan)
Taylor Melvin
Chief Executive Officer and President
Ivanhoe Electric Inc.
606 - 999 Canada Place
Vancouver, BC V6C 3E1
Canada
(604) 689-8765
Corporation Service
Company
251 Little Falls Drive
Wilmington, Delaware 19808
(302) 636-5401
(Name, address, including
zip code, and telephone number, including area code, of agent for service)
Copies to:
Cassandra Joseph
General Counsel and Corporate Secretary
Ivanhoe Electric Inc.
606 - 999 Canada Place
Vancouver, BC V6C 3E1
(604) 689-8765 |
|
|
Christopher Doerksen
Dorsey & Whitney LLP
701 5th Avenue, Suite 6100
Seattle, WA 98104-7043
(206) 903-8856 |
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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¨ |
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Accelerated filer |
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¨ |
Non-accelerated filer |
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x |
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Smaller reporting company |
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x |
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Emerging growth company |
|
x |
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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This registration statement
(“Registration Statement”) is being filed for the registration of an aggregate of 4,383,321 shares of common stock, par value
$0.0001 per share (“Common Stock”) of Ivanhoe Electric Inc. (the “Company” or the “Registrant”), comprising
of (i) 2,646,537 shares of Common Stock for issuance pursuant to awards granted under the Ivanhoe Electric Inc. Equity Incentive
Plan (as amended, the “Prior Plan”); (ii) 1,736,784 shares of Common Stock for issuance pursuant to awards granted and
to be granted under the Ivanhoe Electric Inc. 2022 Long Term Incentive Plan (the “2022 Plan”); and (iii) pursuant to
Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), any additional shares of Common
Stock that become issuable under the Prior Plan or the 2022 Plan by reason of any stock dividend, stock split, or other similar transaction.
The Registrant previously registered shares of Common Stock for issuance under the Prior Plan and the 2022 Plan on July 20, 2022
(Commission File No. 333-266227) (the “2022 Registration Statement”) and under the 2022 Plan on February 1, 2023
(Commission File No. 333-269490. This Registration Statement relates to securities of the same class as that to which the 2022 Registration
Statement relates and is filed in accordance with General Instruction E to Form S-8. Accordingly, pursuant to General Instruction
E, the Company hereby incorporates by reference herein the contents of the 2022 Registration Statements and hereby deems such contents
to be a part hereof, except as otherwise updated or modified by this Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing
the information specified in Part I of Form S-8 will be sent or given to participants as specified by Securities Act Rule 428(b)(1).
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
In
this registration statement, Ivanhoe Electric Inc. is sometimes referred to as “Registrant,” “we,” “us,”
or “our.”
Item 3. Incorporation of Documents by Reference.
The following documents of
the Registrant filed with the Securities and Exchange Commission (the “SEC”) are incorporated herein by reference:
(b) |
The Registrant’s quarterly reports on Form 10-Q for the quarter ended March 31, 2023, filed on May 15, 2023, and for the quarter ended June 30, 2023, filed on August 14, 2023; |
(c) |
The Registrant’s current reports on Form 8-K filed on January 11, 2023, February 14, 2023, March 17, 2023, May 11, 2023, May 11, 2023, May 15, 2023, May 24, 2023, June 8, 2023 and July 6, 2023 in each case, to the extent filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”); |
All documents subsequently
filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such
documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with SEC rules shall
not be deemed incorporated by reference into this Registration Statement. Any statement contained herein or in a document, all or a portion
of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement.
Item 6. Indemnification of Directors and
Officers.
Section 145
of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify directors and officers as well
as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings
in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to such corporation.
The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under
any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. The Registrant’s Amended and Restated Certificate
of Incorporation will provide for indemnification by the Registrant of its directors, officers, and employees to the fullest extent permitted
by the DGCL. The Registrant has entered into indemnification agreements with each of its directors to provide these directors additional
contractual assurances regarding the scope of the indemnification set forth in the Registrant’s Amended and Restated Certificate
of Incorporation and to provide additional procedural protections. These agreements, among other things, require the Registrant to indemnify
each director to the fullest extent permitted by Delaware law, including indemnification for expenses such as attorneys’ fees, judgments,
fines and settlement amounts incurred by the director in any action or proceeding, including any action or proceeding by or in right of
the Registrant, arising out of the person’s services as a director.
Section 102(b)(7) of
the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally
liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful
stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal
benefit. The Registrant’s Amended and Restated Certificate of Incorporation will provide for such limitation of liability.
The
Registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss
arising from claims made by reason of breach of duty or other wrongful act, and (b) to the Registrant with respect to
payments which may be made by the Registrant to such officers and directors pursuant to the above indemnification provision or otherwise
as a matter of law.
Item 8. Exhibits.
The following exhibits are filed as part of this
Registration Statement:
Exhibit
Number |
|
Exhibit Description |
4.1 |
|
Amended and Restated
Certificate of Incorporation, as currently in effect (incorporated herein by reference to Exhibit 3.1 to the Registrant’s
Current Report on Form 8-K (File No. 001-41436), filed with the SEC on June 30, 2022). |
|
|
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4.2 |
|
Amended and Restated
Bylaws, as currently in effect (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on
Form 8-K (File No. 001-41436), filed with the SEC on June 30, 2022). |
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|
|
5.1 |
|
Opinion of Dorsey &
Whitney LLP (filed herewith). |
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23.1 |
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Consent of Deloitte
LLP, Independent Registered Public Accounting Firm (filed herewith). |
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23.2 |
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Consent of Dorsey &
Whitney LLP (reference is made to Exhibit 5.1). |
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24.1 |
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Power of Attorney (reference
is made to the signature page hereto). |
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99.1 |
|
Ivanhoe
Electric Inc. Equity Incentive Plan (incorporated herein by reference to Exhibit 10.15 to the Registrant’s Registration
Statement on Form S-1 (File No. 333-256175), filed with the SEC on May 24, 2022). |
|
|
|
99.2 |
|
Ivanhoe
Electric Inc. 2022 Long Term Incentive Plan (incorporated herein by reference to Exhibit 99.2 to the Registrant’s Registration
Statement on Form S-8 (File No. 333-266227), filed with the SEC on July 20, 2022). |
|
|
|
107 |
|
Filing Fee Table (filed
herewith). |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Phoenix, state of Arizona, on this 28th day of August, 2023.
|
Ivanhoe Electric Inc. |
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|
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By: |
/s/ Taylor Melvin |
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Taylor Melvin |
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President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Taylor Melvin, Jordan
Neeser, and Cassandra Joseph and each of them, with full power of substitution and full power to act without the other, his or her true
and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this registration statement, and to file this registration statement, with
all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate
the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the date indicated.
Signature |
|
Title |
|
Date |
|
|
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|
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/s/ Taylor Melvin |
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President, Chief Executive Officer and Director |
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August
23, 2023 |
Taylor Melvin |
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(Principal Executive Officer) |
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/s/ Jordan Neeser |
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Chief Financial Officer |
|
August
24, 2023 |
Jordan Neeser |
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(Principal Financial and Accounting Officer) |
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/s/ Robert Friedland |
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Robert Friedland |
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Executive Chairman of the Board of Directors |
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August
25, 2023 |
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/s/ Russell Ball |
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Russell Ball |
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Director |
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August
23, 2023 |
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/s/ Hirofumi Katase |
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Hirofumi Katase |
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Director |
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August
24, 2023 |
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/s/ Patrick Loftus-Hills |
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Patrick Loftus-Hills |
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Director |
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August
23, 2023 |
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/s/ Victoire de Margerie |
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Victoire de Margerie |
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Director |
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August
25, 2023 |
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/s/ Priya Patil |
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Priya Patil |
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Director |
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August
24, 2023 |
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/s/ Ronald Vance |
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Ronald Vance |
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Director |
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August
23, 2023 |
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/s/ Sofia Bianchi |
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Sofia Bianchi |
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Director |
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August
23, 2023 |
Exhibit 5.1
August 28, 2023
Ivanhoe Electric Inc.
606-999 Canada Place
Vancouver, BC V6C 3E1
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to
Ivanhoe Electric Inc., a Delaware corporation (the “Company”), in connection with a Registration Statement on Form S-8 (the
“Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the “Securities Act”), relating to up to an aggregate of 4,383,321 shares (the
“Shares”) of common stock, par value $0.0001 per share (“Common Stock”) of the Company, comprising (i) 2,646,537
shares of Common Stock for issuance pursuant to awards granted under the Ivanhoe Electric Inc. Equity Incentive Plan (as amended, the
“Prior Plan”); (ii) 1,736,784 shares of Common Stock for issuance pursuant to awards granted and to be granted under the Ivanhoe
Electric Inc. 2022 Long Term Incentive Plan (the “2022 Plan”, together with the Prior Plan, the “Plans”); and
(iii) pursuant to Rule 416(a) under the Securities Act, any additional shares of Common Stock that become issuable under the Plans by
reason of any stock dividend, stock split, or other similar transaction.
We have examined such documents
and have reviewed such questions of law as we have considered necessary or appropriate for the purposes of our opinions set forth below.
In rendering our opinions set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness
of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal
capacity for all purposes relevant hereto of all natural persons. As to questions of fact material to our opinions, we have relied upon
certificates or comparable documents of officers and other representatives of the Company and of public officials.
Based on the foregoing, we
are of the opinion that the Shares, when issued and delivered in accordance with the terms of the Plans, will be validly issued, fully
paid and non-assessable.
Our opinions expressed above
are limited to the Delaware General Corporation Law.
We hereby consent to the filing
of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/
Dorsey & Whitney, LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We consent to the incorporation
by reference in this Registration Statement on Form S-8 of our report dated March 14, 2023 relating to the financial statements of Ivanhoe
Electric Inc. (the “Company”), appearing in the Annual Report on Form 10-K for the year ended December 31, 2022.
/s/ Deloitte LLP
Chartered Professional Accountants
Vancouver, Canada
August 28, 2023
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Ivanhoe Electric Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security
Type |
|
Security Class
Title |
|
Fee
Calculation
Rule |
|
Amount
Registered(1) |
|
|
Proposed
Maximum
Offering Price
Per Share |
|
|
Maximum
Aggregate
Offering Price |
|
|
Fee Rate |
|
|
Amount of
Registration
Fee |
|
Equity |
|
Common Stock, $0.0001 par value per share |
|
Rule 457(h) |
|
|
2,646,537 |
(2) |
|
$ |
2.49 |
(3) |
|
$ |
6,589,878 |
|
|
$ |
0.0001102 |
|
|
$ |
727 |
|
Equity |
|
Common Stock, $0.0001 par value per share |
|
Rule 457(c) and Rule 457(h) |
|
|
1,736,784 |
(4) |
|
$ |
14.45 |
(5) |
|
$ |
25,096,529 |
|
|
$ |
0.0001102 |
|
|
$ |
2,766 |
|
Total Offering Amounts |
|
|
|
|
|
|
|
|
|
|
|
$ |
31,686,407 |
|
|
|
|
|
|
|
3,493 |
|
Total Fee Offsets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
Net Fee Due |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3,493 |
|
(1) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock, par value $0.0001 per share (the “Common Stock”), that become issuable under the Ivanhoe Electric Inc. Equity Incentive Plan (the “Prior Plan”) and the Ivanhoe Electric Inc. 2022 Long Term Incentive Plan (the “2022 Plan”) by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding shares of common stock. |
|
|
(2) |
Represents shares of Common Stock reserved for issuance upon the exercise of outstanding options granted under the Registrant’s Prior Plan. No further option grants will be made under the Prior Plan and any shares that (i) expire or terminate for any reason prior to exercise or settlement, (ii) are forfeited because of the failure to meet a contingency or condition required to vest such shares or are otherwise returned to the Registrant, or (iii) are reacquired, withheld (or not issued) to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise price of a stock award will become available for issuance pursuant to awards granted under the Registrant’s 2022 Plan. See footnote 4 below. |
|
|
(3) |
Estimated pursuant to Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of the weighted average exercise price of the outstanding options granted under the Registrant’s Prior Plan. |
|
|
(4) |
Represents 1,736,784 shares of Common Stock reserved for issuance pursuant to awards to be granted under the Registrant’s 2022 Plan. Pursuant to the terms of the 2022 Plan, any shares subject to outstanding stock options or other stock awards under the Prior Plan that (i) expire or terminate for any reason prior to exercise or settlement, (ii) are forfeited because of the failure to meet a contingency or condition required to vest such shares or are otherwise returned to the Registrant, or (iii) are reacquired, withheld (or not issued) to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise price of a stock award will become available for issuance pursuant to awards granted under the 2022 Plan. See footnote 2 above. |
(5) |
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) of the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price are calculated based on the average of the high and low prices of the Registrant’s common stock as reported on NYSE American LLC on August 23, 2023. |
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