United States Antimony Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 26, 2025

Registrant’s telephone number, including area code: (406) 606-4117

Not Applicable

(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:

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 1.01 Entry into a Material Definitive Agreement

On August 26, 2025, United States Antimony Corporation (NYSE AMERICAN: UAMY) (NYSE Texas: UAMY) (“USAC,” “US Antimony,” or the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the institutional investor signatory thereto (the “Investor”) pursuant to which the Company agreed to sell to the Investor, and the Investor agreed to purchase from the Company, in a registered direct offering, an aggregate of 4,000,000 shares (the “Shares”) of the common stock, par value $0.01 per share, of the Company (“Common Stock”), at a purchase price of $4.50 per share, for aggregate gross proceeds to the Company of approximately $18 million (the “Offering”).

The Offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-284057), which was originally filed with the Securities and Exchange Commission on December 27, 2024 and was declared effective on April 24, 2025.

A.G.P./Alliance Global Partners (the “Placement Agent”) acted as exclusive placement agent in connection with the Offering pursuant to a Placement Agency Agreement between the Company and the Placement Agent dated August 26, 2025 (the “Placement Agency Agreement”). The Placement Agency Agreement provides that the Placement Agent will receive a commission equal to 7% of the aggregate gross proceeds of the Offering minus a credit that will be applied to the Company on the Closing Date. Proceeds to the Company after expenses and the Credit will be equal to $17,605,000. The Offering is expected to close on or about August 28, 2025, subject to satisfaction of customary closing conditions (the “Closing Date”).

A copy of each of the Purchase Agreement and the Placement Agency Agreement is attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and is incorporated herein by reference.

On August 27, 2025, the Company issued a press release announcing the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. A copy of the legal opinion issued by Duane Morris LLP is attached hereto as Exhibit 5.1.

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.