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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 (Date of earliest event reported): August 7, 2025

 

Ramaco Resources, Inc.

(Exact name of Registrant as specified in its Charter)

 

Delaware 001-38003

38-4018838

(State or other jurisdiction of
incorporation)

(Commission File Number) (IRS Employer Identification No.)

 

250 West Main Street, Suite 1900

Lexington, Kentucky 40507

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (859) 244-7455

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-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 Symbol(s) Name of each exchange on which registered
Class A common stock, $0.01 par value METC Nasdaq Global Select Market
Class B common stock, $0.01 par value METCB Nasdaq Global Select Market
8.375% Senior Notes due 2029 METCZ Nasdaq Global Select Market
8.250% Senior Notes due 2030 METCI Nasdaq Global Select Market

 

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 8.01 Other Events.

 

On August 7, 2025, Ramaco Resources, Inc. (the “Company”) closed its previously announced underwritten public offering (the “Offering”). The Company sold 10,666,667 shares of Class A common stock in the Offering at a public offering price of $18.75 per share. The aggregate gross proceeds to the Company from the Offering were approximately $200 million, before deducting underwriting discounts, commissions and other Offering expenses. All shares of Class A common stock sold in the Offering, other than the Additional Shares (as defined herein), were offered by the Company.

 

In connection with the Offering, Yorktown Energy Partners IX, L.P., Yorktown Energy Partners X, L.P. and Yorktown Energy Partners XI, L.P. (collectively, “Yorktown”), selling stockholders of the Company, granted the underwriters of the Offering a 30-day option to purchase up to an additional $30 million of the Company’s Class A common stock at the public offering price, less the underwriting discount (the “Additional Shares”). On August 6, 2025, the underwriters notified Yorktown that they had exercised their option to purchase the Additional Shares in full. The sale of the Additional Shares to the underwriters is expected to be completed on August 8, 2025 and the Company will not receive any proceeds from the sale of such Additional Shares.

 

The pricing of the Offering was previously reported on a Form 8-K filed by the Company with the SEC on August 6, 2025, which is incorporated herein by reference. The Offering was made pursuant to the Company’s effective registration statement on Form S-3 (No. 333-289251) as previously filed with the Securities and Exchange Commission and a related prospectus and prospectus supplement.

 

A copy of the opinion of ArentFox Schiff LLP relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 hereto. A copy of the press release announcing the closing of the Offering is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit
No.
  Description
5.01   ArentFox Schiff LLP Legal Opinion
23.1   Consent of ArentFox Schiff LLP (included in Exhibit 5.1)
99.1   Press release issued by Ramaco Resources, Inc., dated August 7, 2025.
104   Cover page Interactive Data File (embedded within the Inline XBRL document)

 


 

SIGNATURES

 

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 hereunto duly authorized.

 

  Ramaco Resources, Inc.
   
  By: /s/ Randall W. Atkins
    Name: Randall W. Atkins
    Title: Chairman and Chief Executive Officer

 

Date: August 7, 2025

 

 

EX-5.1 2 tm2522391d6_ex5-1.htm EXHIBIT 5.1

 

Exhibit 5.1

 

 

  

  

ArentFox Schiff LLP

1717 K Street NW
Washington, DC 20006

 

 

202.857.6000       MAIN

202.857.6395 FAX

 

 

afslaw.com

 

August 7, 2025

 

Board of Directors

Ramaco Resources, Inc.

250 West Main Street, Suite 1800

Lexington, Kentucky 40507

 

Ladies and Gentlemen:

 

We have acted as counsel to Ramaco Resources, Inc., a Delaware corporation (the “Company”), in connection with the filing with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Act”) of the Company’s prospectus supplement, dated August 5, 2025 ( the “Prospectus Supplement”), forming part of the automatic shelf registration statement on Form S-3, Registration No. 333-289251 (the “Registration Statement”), filed by the Company with the Commission on August 5, 2025, and which Registration Statement became effective under Rule 462(e) under the 1933 Act Regulations. The Prospectus Supplement relates to the proposed sale of (i) 10,666,667 shares of the Company’s common stock, $0.01 par value per share (the “Shares”) and (ii) up to an additional 1,600,000 Shares (the “Selling Shareholders Shares”) for which the selling stockholders of the Company named therein (the “Selling Stockholders”), have granted the underwriters a 30-day option to purchase at the public offering price, less the underwriting discount. The Shares are being sold to the several underwriters named in, and pursuant to an underwriting agreement among the Company, the Selling Stockholders and such underwriters (the “Underwriting Agreement”).

 

In connection with our opinion, we have examined the Registration Statement, including the exhibits thereto, the Prospectus Supplement and the prospectus included in the Registration Statement, the Underwriting Agreement, and such other documents, corporate records and instruments, and have examined such laws and regulations, as we have deemed necessary for the purposes of this opinion. In making our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies and the legal capacity of all natural persons. As to matters of fact material to our opinions in this letter, we have relied on certificates and statements from officers and other employees of the Company, public officials and other appropriate persons.

 

Based on the foregoing and subject to the qualifications set forth below, we are of the opinion that the Shares, when issued by the Company, against payment therefor in the circumstances contemplated by the Underwriting Agreement, will have been duly authorized for issuance by all necessary corporate action by the Company, and will be validly issued, fully paid and non-assessable; and the Selling Shareholder Shares have been duly authorized and are validly issued, fully paid and non-assessable.

 

The foregoing opinions are limited to the General Corporation Law of Delaware, and we express no opinion as to the laws of any other jurisdiction.

 

The opinions expressed in this opinion letter are as of the date of this opinion letter only and as to laws covered hereby only as they are in effect on that date, and we assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may come to our attention after that date or any changes in law that may occur or become effective after that date. The opinions herein are limited to the matters expressly set forth in this opinion letter, and no opinion or representation is given or may be inferred beyond the opinions expressly set forth in this opinion letter.

 

Smart In
Your World®

 

 


 

 

 

August 7, 2025

Page 2

 

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 8-K of the Company filed on the date hereof and to the reference to us under the caption “Legal Matters” in the Prospectus and under the caption “Legal Matters” in the prospectus contained in the Registration Statement. In giving this consent, we do not thereby 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 promulgated thereunder.

 

Sincerely,  
   
/s/ ArentFox Schiff, LLP  

 

 

 

EX-99.1 3 tm2522391d6_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

RAMACO RESOURCES, INC. ANNOUNCES CLOSING OF UPSIZED

 

$200 MILLION PUBLIC OFFERING

 

Company Release – August 7, 2025

 

LEXINGTON, KY – Ramaco Resources, Inc. (NASDAQ: METC, METCB) (“Ramaco Resources” or the “Company”) announced today the closing of its previously announced underwritten public offering of Class A common stock (the “Offering”). The Company sold 10,666,667 shares of Class A common stock in the Offering at a public offering price of $18.75 per share. The aggregate gross proceeds to the Company from the Offering were approximately $200 million, before deducting underwriting discounts, commissions and other Offering expenses. All shares of Class A common stock sold in the Offering, other than the Additional Shares (as defined herein), were offered by the Company.

 

In connection with the Offering, Yorktown Energy Partners IX, L.P., Yorktown Energy Partners X, L.P. and Yorktown Energy Partners XI, L.P. (collectively, “Yorktown”), selling stockholders of the Company, granted the underwriters a 30-day option to purchase up to an additional $30 million of the Company’s Class A common stock at the public offering price, less the underwriting discount (the “Additional Shares”). On August 6, 2025, the underwriters notified Yorktown that they had exercised their option to purchase the Additional Shares in full. The sale of the Additional Shares to the underwriters is expected to be completed on August 8, 2025 and the Company will not receive any proceeds from the sale of such Additional Shares.

 

The Company currently intends to use the net proceeds from the Offering to fund the acceleration of its development of its rare earth elements and critical minerals project, for strategic growth opportunities and for general corporate purposes.

 

Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC acted as lead joint book-running managers of the Offering.

 

ArentFox Schiff LLP represented the Company and Davis Polk & Wardwell LLP represented the underwriters in connection with the Offering.

 

A shelf registration statement relating to the offered securities was filed with the Securities and Exchange Commission (the “SEC”) and was automatically effective upon filing on August 5, 2025. A final prospectus supplement and accompanying prospectus relating to the Offering was filed, with the SEC on August 7, 2025, and is available on the SEC’s website, located at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to this Offering may be obtained from the offices of Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014; or the offices of Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Prospectus Department, by telephone at (866) 471-2526, or by email at prospectus-ny@ny.email.gs.com.

 

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

 


 

ABOUT RAMACO RESOURCES

 

Ramaco Resources, Inc. is an operator and developer of high-quality, low-cost metallurgical coal in southern West Virginia, and southwestern Virginia and a developing producer of coal, rare earth and critical minerals in Wyoming. Its executive offices are in Lexington, Kentucky, with operational offices in Charleston, West Virginia and Sheridan, Wyoming. The Company currently has four active metallurgical coal mining complexes in Central Appalachia and one development rare earth and coal mine near Sheridan, Wyoming in the initial stages of production. In 2023, the Company announced that a major deposit of primary magnetic rare earths and critical minerals was discovered at its mine near Sheridan, Wyoming. Contiguous to the Wyoming mine, the Company operates a carbon research and pilot facility related to the production of advanced carbon products and materials from coal. In connection with these activities, it holds a body of roughly 76 intellectual property patents, pending applications, exclusive licensing agreements and various trademarks. For more information about Ramaco Resources, please contact investor relations at (859) 244-7455.

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This communication includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of the words such as “estimate,” “plan,” “shall,” “may,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, expectations regarding the use of proceeds from the Offering. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Ramaco Resources. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under, but not limited to, the headings “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025, and the Company’s other filings with the SEC. If any of these risks materialize or the Company’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Ramaco Resources does not presently know or that Ramaco Resources currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Ramaco Resources’ expectations, plans or forecasts of future events and views as of the date of this press release. Ramaco Resources anticipates that subsequent events and developments will cause Ramaco Resources’ assessments to change. However, while Ramaco Resources may elect to update these forward-looking statements at some point in the future, Ramaco Resources specifically disclaims any obligation to do so, unless required by applicable law. These forward-looking statements should not be relied upon as representing Ramaco Resources’ assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

 

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