Ivanhoe Electric Inc. — Regulatory Filings 2024

Feb 15, 2024

S-8 1 tm245515d1_s8.htm FORM S-8

As filed with the Securities and Exchange Commission on February 15, 2024

Registration No. 333-

Field: Rule-Page

Field: /Rule-Page

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)
450 E. Rio Salado Parkway, Suite 130 Tempe, AZ	85281
(Address of Principal Executive Offices)	(Zip Code)

Ivanhoe Electric Inc. 2022 Long Term Incentive Plan

(Full Title of the Plan)

Taylor Melvin Chief Executive Officer and President Ivanhoe Electric Inc. 450 E. Rio Salado Parkway, Suite 130 Tempe, AZ 85281 (480) 656-5821

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. 450 E. Rio Salado Parkway, Suite 130 Tempe, AZ 85281 (480) 656-5821 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	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
		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 7(a)(2)(B) of the Securities Act. ¨

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1; Options: NewSection

Field: /Page

EXPLANATORY NOTE

This registration statement (“Registration Statement”) is being filed for the registration of an aggregate of 6,001,263 shares of common stock, par value $0.0001 per share (“Common Stock”) of Ivanhoe Electric Inc. (the “Company” or the “Registrant”), comprising of (i) 6,001,263 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 (ii) 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 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 2022 Plan on July 20, 2022 (Commission File No. 333-266227) , February 1, 2023 ( Commission File No. 333-269490 ) and August 28, 2023 ( Commission File No. 333-274241 ) (collectively, the “Prior Registration Statements”). This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate 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 Prior 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:

(a) The Registrant’s annual report on Form 10-K for the fiscal year ended December 31, 2022, filed on March 14, 2023;

(b) The Registrant’s quarterly reports on Form 10-Q for the quarter ended March 31, 2023, filed on May 15, 2023, for the quarter ended June 30, 2023, filed on August 14, 2023 and for the quarter ended September 30, 2023, filed on November 8, 2023 ;

Field: Page; Sequence: 2

Field: /Page

(c) The Registrant’s current reports on Form 8-K and any amendments on Form 8-K/A 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 , July 6, 2023 , September 6, 2023 , September 14, 2023 , September 19, 2023 , October 23, 2023 , and October 24, 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”);

(d) The description of the Registrant’s Common Stock which is contained in a registration statement on Form 8-A filed on June 27, 2022 (File No. 001-41436) under the Exchange Act, including any amendment or report filed for the purpose of updating such description.

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 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).
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).
5.1	Opinion of Dorsey &
Whitney LLP (filed herewith).
23.1	Consent of Deloitte
LLP, Independent Registered Public Accounting Firm (filed herewith).
23.2	Consent of Dorsey & Whitney LLP (reference is made to Exhibit 5.1).
24.1	Power of Attorney (reference
is made to the signature page hereto).
99. 1	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).

Field: Page; Sequence: 3

Field: /Page

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 Tempe, state of Arizona, on this 14th day of February, 2024.

Ivanhoe Electric Inc.
By:	/s/ Taylor Melvin
	Taylor Melvin
	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.

Field: Page; Sequence: 4

Field: /Page

Signature	Title	Date
/s/ Taylor Melvin	President, Chief Executive Officer and Director	February
14, 2024
Taylor Melvin	(Principal Executive Officer)
/s/ Jordan Neeser	Chief Financial Officer	February 10, 2024
Jordan Neeser	(Principal Financial and Accounting Officer)
/s/ Robert Friedland
Robert Friedland	Executive Chairman of the Board of Directors	February 9, 2024
/s/ Russell Ball
Russell Ball	Director	February 10, 2024
/s/ Hirofumi Katase
Hirofumi Katase	Director	February 10, 2024
/s/ Patrick Loftus-Hills
Patrick Loftus-Hills	Director	February 10, 2024
/s/ Victoire de Margerie
Victoire de Margerie	Director	February 10, 2024
/s/ Priya Patil
Priya Patil	Director	February 12, 2024
/s/ Ronald Vance
Ronald Vance	Director	February 10, 2024
/s/ Sofia Bianchi
Sofia Bianchi	Director	February 10, 2024

Field: Page; Sequence: 5; Options: Last

Field: /Page