SEC Form 8-K filed by i-80 Gold Corp.

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: June 17, 2025 (Date of earliest event reported)

i-80 GOLD CORP.

(Exact Name of Registrant as Specified in Its Charter)

5190 Neil Road, Suite 460, Reno, Nevada United States 89502

(Address of principal executive offices) (Zip Code)

(775) 525-6450

(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):

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).

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 5.07 Submission of Matters to a Vote of Security Holders

On June 17, 2025, the Company held its annual and special meeting (the “Meeting”) of the shareholders of the Company at the offices of Bennett Jones LLP at One First Canadian Place, 100 King St. West, Suite 3400, Toronto, Ontario, M5X 1A4. At the Meeting, the shareholders approved each of the following proposals set forth in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on May 2, 2025:

Proposal 1:

The Company’s shareholders approved the setting of the number of directors of the Company at seven. The results of the vote were as follows:

Proposal 2:

Each of the nominees set forth in the Company’s Definitive Proxy Statement were elected as directors to serve until the next annual meeting of shareholders, or until their respective successors are elected or appointed. The following table sets forth the vote of the shareholders at the Meeting with respect to the election of directors:

Proposal 3:

The Company’s shareholders approved the appointment of Grant Thornton LLP (USA) as auditors of the Company to hold office until the close of the next annual meeting of shareholders of the Company. The results of the vote were as follows:

Proposal 4:

The Company’s shareholders approved an ordinary resolution, the full text which is set forth in the Company’s Definitive Proxy Statement, approving the Company’s Advance Notice Policy. The results of the vote were as follows:

Item 9.01 Financial Statements and Exhibits

On June 17, 2025, the Company issued a press release announcing the voting results from the Meeting. The press release is attached hereto as Exhibit 99.1.

The information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1922, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

(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.