5E Advanced Materials, Inc.
For the period ended Jun 30, 2025. Filed Sep 29, 2025.
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FY2025 · Filed Sep 29, 2025
FEAM$1.81-6.7%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)(1) and (2) Financial Statements; Financial Statement Schedules
Our consolidated financial statements as of and for the years ended June 30, 2025 and 2024, together with the notes thereto, and the reports of our independent registered public accounting firm PricewaterhouseCoopers, LLP dated September 29, 2025 thereon, are presented in “Item 8. Financial Statements and Supplementary Data” of this Annual Report.
Financial Statement Schedules
Financial statement schedules listed under U.S. Securities and Exchange Commission rules but not included in this report are omitted because they are not applicable or the required information is provided in the notes to our consolidated financial statements.
EXHIBITS
(a)(3) Exhibits
The following documents are filed as exhibits hereto:
| Exhibit Number | Exhibit Title |
| 2.1# | Scheme Implementation Agreement dated as of October 11, 2021 between American Pacific Borates Limited and 5E Advanced Materials, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form 10-12B filed with the SEC on March 7, 2022). |
| 3.1 | Amended and Restated Certificate of Incorporation of 5E Advanced Materials, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 19, 2024). |
| 3.2 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of 5E Advanced Materials, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 18, 2025). |
| 3.3 | Second Amended and Restated Bylaws of 5E Advanced Materials, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2024). |
| 4.1* | Description of Registrant’s Securities. |
| 4.2+ | Form of Non-Plan Replacement Option Award for Executives (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8 filed with the SEC on April 5, 2022). |
| 4.3 | Form of Series A Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on August 28, 2024). |
| 4.4 | Form of Series B Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the SEC on August 28, 2024). |
| 4.5 | Form of Restructuring Common Stock Purchase Warrant (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated January 14, 2025). |
| 10.1 | Form of Indemnification Agreement for Directors and Officers (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form 10-12B filed with the SEC on March 7, 2022). |
| 10.2+ | Offer Letter from Fort Cady (California) Corporation to Mr. Weibel (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form 10-12B filed with the SEC on March 7, 2022). |
| 10.3+ | Offer Letter from 5E Advanced Materials, Inc. to Mr. van't Hoff (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on October 25, 2022). |
| 10.4+ | Promotion Letter from Fort Cady (California) Corporation to Mr. Weibel (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form 10-12B filed with the SEC on March 7, 2022). |
| 10.5 | Letter dated November 4, 2021 by 5E Advanced Materials, Inc. to ASX Limited regarding acknowledgment of CHESS Depositary Nominee (CDN) Function (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form 10-12B filed with the SEC on March 7, 2022). |
| 10.6 | Registration Rights Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 31, 2022). |
| 10.7+ | Addendum to Offer Letter from Fort Cady (California) Corporation to Mr. Weibel (as amended by Promotion Letter from Fort Cady (California) Corporation to Mr. Weibel) (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K filed with the SEC August 30, 2023). |
| 10.8 | Standstill Agreement dated November 9, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 9, 2023). |
| 10.9 | Restructuring Support Agreement, dated December 5, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 6, 2023). |
| 10.10 | Ascend Subscription Agreement, dated December 5, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 6, 2023). |
| 10.11+ | Brennan Retention Agreement, dated December 1, 2023 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on December 6, 2023). |
| 10.12+ | Weibel Retention Agreement, dated December 1, 2023 (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on December 6, 2023). |
| Exhibit Number | Exhibit Title |
| 10.13 | Amended and Restated Investor and Registration Rights Agreement, dated January 18, 2024 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 19, 2024). |
| 10.14 | Amended and Restated 5ECAP Subscription Agreement, dated January 18, 2024 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on January 19, 2024). |
| 10.15+† | Brennan Separation Agreement, dated June 3, 2024 (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K filed with the SEC on September 9, 2024). |
| 10.16 | Debt Commitment Letter, dated August 25, 2024, by and between the Company and Bluescape (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on August 26, 2024). |
| 10.17 | Debt Commitment Letter, dated August 25, 2024, by and between the Company and Ascend (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on August 26, 2024). |
| 10.18 | Placement Agency Agreement, dated as of August 26, 2024, between the Company and Maxim Group LLC (incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K filed with the SEC on August 28, 2024). |
| 10.19 | Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on August 28, 2024). |
| 10.20+† | Independent Contractor Agreement with Malm Consulting LLC, dated September 9, 2024 (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K filed with the SEC on September 9, 2024). |
| 10.21 | Restructuring Support Agreement, dated January 14, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 14, 2025). |
| 10.22 | Exchange Agreement, dated January 14, 2025 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 14, 2025). |
| 10.23 | Securities Subscription Agreement, dated January 14, 2025 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 14, 2025). |
| 10.24 | Fourth Amended and Restated Investor and Registration Rights Agreement, dated January 14, 2025 (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed with the SEC on January 14, 2025). |
| 10.25(a) | Amended and Restated Note Purchase Agreement, dated January 18, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 19, 2024). |
| 10.25(b) | Amendment No. 4 to the Amended and Restated Note Purchase Agreement, dated January 14, 2025 (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on January 14, 2025). |
| 10.26+ | Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on February 13, 2025). |
| 10.27+ | Amended and Restated 5E Advanced Materials, Inc. 2022 Equity Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 4, 2025). |
| 10.28+ | Non-Executive Director Appointment Letter, Curtis L. Hebert, Jr., dated March 6, 2025 (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025). |
| 10.29† | Subscription Agreement with 5E Capital II, LLC, dated May 12, 2025 (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025). |
| 10.30 | Subscription Agreement with Lazarus Securities Pty Ltd., dated May 13, 2025 (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025). |
| 10.31+ | Malm Employment Agreement, dated May 15, 2025 (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025). |
| 19.1* | Insider Trading Policy. |
| 21.1 | Subsidiaries of the Company (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed with the SEC on September 9, 2024). |
| 23.1* | Consent of PricewaterhouseCoopers, LLP. |
| 23.2* | Consent of Miocene, Inc. |
| 23.3* | Consent of Fluor Enterprises, Inc. |
| 23.4* | Consent of Geomega, Inc. |
| 23.5* | Consent of Escalante Geological Services LLC. |
| 23.6* | Consent of Paul Weibel, CPA, 5E Advanced Materials, Inc. |
| 31.1* | Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). |
| Exhibit Number | Exhibit Title |
| 31.2* | Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). |
| 32.1** | Certification of the Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. |
| 32.2** | Certification of the Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. |
| 96.1 | Preliminary Feasibility Study & Technical Report Summary, dated August 7, 2025 (incorporated by reference to Exhibit 96.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 7, 2025). |
| 97.1 | Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed with the SEC on September 9, 2024). |
| 101* | Interactive data files (formatted as Inline XBRL). |
| 104* | Cover page interactive data file (formatted as Inline XBRL and contained in Exhibit 101). |
Schedules have been omitted pursuant to Items 601(a)(5) and 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission. The Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished.
- Management contract or compensatory plan, contract or arrangement.
- Filed herewith.
** Furnished herewith.
† Certain portions of this exhibit (indicated by “[***]”) have been redacted pursuant to Regulation S-K Item 601(b)(10)(iv) because such information is (i) not material and (ii) is the type that the registrant treats as private or confidential.
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