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

5E ADVANCED MATERIALS, INC.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As reported below under Item 5.07 of this Current Report on Form 8-K, on March 4, 2025, 5E Advanced Materials, Inc., a Delaware corporation (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved an Amended and Restated 5E Advanced Materials, Inc. 2022 Equity Compensation Plan (the “Plan” and as amended and restated, the “Amended and Restated Plan”) to (i) increase the aggregate number of shares of common stock, par value $0.01 (“Common Stock”) reserved for issuance under the Plan by 608,695 shares (reflecting proportional adjustments for the Company’s 1-for-23 reverse stock split effected on February 14, 2025 (the “Reverse Stock Split”)), (ii) to allow the Company to grant incentive stock options (“ISOs”) to eligible participants in an amount not to exceed 934,782 shares (reflecting proportional adjustments for the Reverse Stock Split), and provided that the Company may only grant ISOs through January 24, 2035, (iii) remove the Company’s ability to grant director restricted share units, and (iv) to increase the number of shares that may be issued to any individual (when combined with all of our other securities-based arrangements, as applicable) to 3% (increased from 2%) of the Company’s outstanding number of issued shares from time to time. The Amended and Restated Plan was adopted by the Company’s Board of Directors on January 24, 2025 and became effective on such date.

The terms and conditions of the Amended and Restated Plan are described in the section entitled “Proposal Two – To approve the Amended and Restated 5E Advanced Materials, Inc. 2022 Equity Compensation Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on February 3, 2025 (the “Special Meeting Proxy Statement”). The foregoing description of the Amended and Restated Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

As discussed above, on March 4, 2025, the Company held the Special Meeting at which a quorum was present. At the Special Meeting, the following matters, each as discussed in the Special Meeting Proxy Statement, were voted upon by the Company’s stockholders:

As disclosed under the heading "Voting Exclusion Statement” in the Special Meeting Proxy Statement, under the rules of the ASX, the Company disregarded votes cast in favor of certain proposals for those shareholders who may have had an interest in the outcome thereof, which voting exclusions impacted the final voting results reflected below.

The following are the voting results for each matter presented to the Company’s stockholders at the Special Meeting. The vote totals do not reflect adjustments for the Reverse Stock Split, which became effective on February 14, 2025, as disclosed in the Company’s Current Report on Form 8-K filed with the SEC on February 18, 2025, as the January 27, 2025 record date for the Special Meeting preceded the effective date of the Reverse Stock Split:

Based on the foregoing, Proposals 1, 2 and 4 were approved, and the participation by each of the individuals set forth in Proposal 3 was approved. No other matters were submitted to or voted on by the Company’s stockholders at the Special Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.