Idaho Copper Corp
For the period ended Apr 30, 2026. Filed Jun 1, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Apr 30, 2026 · Filed Jun 1, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-10-31; filed 2025-11-25.
0001493152-25-024975
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-04-30; filed 2026-06-01.
0001493152-26-026550
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 49 previous paragraphs and 44 current paragraphs.
29 unchanged; 9 reworded; 6 added; 10 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
Private Placement
Current report
On April 17, 2026, the Company completed a private placement of convertible promissory notes and warrants for aggregate gross proceeds of approximately $1.36 million. The notes mature 12 months from issuance and are convertible into shares of the Company’s common stock at an initial conversion price of $6.00 per share, subject to customary adjustments. In connection with a national securities exchange listing and firm commitment underwritten offering, the notes will automatically convert into the securities offered at the lower of 70% of the offering price or $6.00 per share.
Current report
In connection with the offering, investors received warrants to purchase an aggregate of 226,332 shares of common stock at an exercise price of $7.50 per share for a five-year term. The warrant exercise price is subject to adjustment and may be reduced to an amount equal to 125% of the conversion price of the notes. Of the $1,357,947 principal amount of notes issued, $102,947 represented the exchange of existing indebtedness by two investors on a dollar-for-dollar basis, with no discount applied.
Current report
On May 28, 2026, the Company completed a second closing under the offering for gross proceeds of $185,000. In connection with the second closing, investors received warrants to purchase an aggregate of 30,833 shares of common stock.
Current report
The securities were offered and sold to accredited investors in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. The Company did not engage in general solicitation or advertising in connection with the offering.
Current report
The Company engaged ThinkEquity LLC as exclusive placement agent and paid customary fees, including placement agent warrants.
Removed paragraphs (10)
Previous report
On August 19, 2025, the Company and Multi-Metal Development Company (together with the Company, the “Buyer”) entered into a First Amendment (the “Amendment”) to the Mining Claims Agreement (“MCA”) with CuMo Molybdenum Mining Inc., Western Geoscience Inc., and Thomas Evans (collectively, the “Seller”). Pursuant to the Amendment, the Seller agreed to transfer to the Buyer the residual net smelter return (“NSR”) and the claims subject to the option agreement dated October 13, 2004 (the “Option Agreement”), specifically CuMo #1 through CuMo #8. The Buyer has the right, but not the obligation, to purchase the Property by delivering $500,000 in cash and $1,500,000 in shares of the Company’s common stock, calculated based on the market closing price on the date of purchase. Upon such purchase, the Seller will renounce all remaining claims, and the Option Agreement will terminate.
Previous report
In connection with the Amendment, Multi-Metal Development Company assigned all of its rights and obligations under the MCA to the Company. All other terms of the MCA remain in effect. The MCA continues to be subject to a force majeure clause that has suspended performance since inception, and the conditions necessary to lift this suspension have not yet been satisfied.
Previous report
For the nine months ended October 31, 2025, compared to the nine months ended October 31, 2024
Previous report
Revenue
Previous report
Operating Expenses
Previous report
The Company had operating expenses of $1,934,594 for the nine months ended October 31, 2025, compared to $4,123,390 for the nine months ended October 31, 2024. The decrease was primarily due to the decrease in professional fees ($469,342 for the nine months ended October 31, 2025 compared to $625,945 for the same period in 2024), decrease in payroll and related expenses ($195,000 for the nine months ended October 31, 2025 compared to $512,650 for the same period in 2024), rent expense ($17,924 for the nine months ended October 31, 2025 compared to $171,885 for the same period in 2024), a decrease in stock-based compensation ($1,132,500 for the nine months ended October 31, 2025 compared to $2,258,080 for the same period in 2024), and a decrease in other general and administrative expenses ($119,828 for the nine months ended October 31, 2025 compared to $554,830 for the same period in 2024),
Previous report
Other Income / Expenses
Previous report
The Company had other expenses, net, of $315,293 for the nine months ended October 31, 2025, compared to $309,439 of expense for the nine months ended October 31. 2024.
Previous report
Net Loss
Previous report
The Company had a net loss of $2,249,887 for the nine months ended October 31, 2025, compared to $4,432,829 for the nine months ended October 31, 2024.
Reworded paragraphs (9)
Previous wording
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and notes thereto for the three and nine months ended October 31, 2025, and 2024, and related management discussion herein.
Current wording
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and notes thereto for the three months ended April 30, 2026, and 2025, and related management discussion herein.
Previous wording
Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. The Company has incurred cumulative net losses of $39,392,829 from its inception to October 31, 2025, and requires capital for its contemplated operational and marketing activities to take place. The Company’s ability to raise additional capital through debt or future issuances of capital stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern.
Current wording
Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. The Company has incurred cumulative net losses of $41,729,836 from its inception to April 30, 2026, and requires capital for its contemplated operational and marketing activities to take place. The Company’s ability to raise additional capital through debt or future issuances of capital stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raises substantial doubt about the Company’s ability to continue as a going concern.
Previous wording
The Company had operating expenses of $669,987 for the three months ended October 31, 2025, compared to $2,204,968 for the three months ended October 31, 2024. The decrease was primarily due to the decrease in professional fees ($270,707 for the three months ended October 31, 2025 compared to $285,336 for the same period in 2024), rent expense ($7,645 for the three months ended October 31, 2025 compared to $28,800 for the same period in 2024), a decrease in stock-based compensation ($257,500 for the three months ended October 31, 2025 compared to $1,704,024 for the same period in 2024), a decrease in other general and administrative expenses ($64,135 for the three months ended October 31, 2025 compared to $126,808 for the same period in 2024), offset by an increase in payroll and related expenses ($70,000 for the three months ended October 31, 2025 compared to $60,000 for the same period in 2024),
Current wording
The Company had operating expenses of $1,340,324 for the three months ended April 30, 2026, compared to $563,138 for the three months ended April 30, 2025. The increase was primarily due to the increase in professional fees ($714,862 for the three months ended April 30, 2026 compared to $170,324 for the same period in 2025) related to legal fees and financing fees, an increase in payroll and related expenses ($182,500 for the three months ended April 30, 2026 compared to $65,000 for the same period in 2025), an increase in rent expense ($11,510 for the three months ended April 30, 2026 compared to $9,930 for the same period in 2025), an increase in stock-based compensation ($345,000 for the three months ended April 30, 2026 compared to $277,500 for the same period in 2025), and an increase in other general and administrative expenses ($86,452 for the three months ended April 30, 2026 compared to $40,384 for the same period in 2025).
Previous wording
The Company had other expenses, net, of $119,048 for the three months ended October 31, 2025, compared to $147,613 of expense for the three months ended October 31. 2024.
Current wording
The Company had other expenses, net, of $171,606 for the three months ended April 30, 2026, compared to $119,750 of expense for the three months ended April 30. 2025.
Previous wording
The Company had a net loss of $789,035 for the three months ended October 31, 2025, compared to $2,352,581 for the three months ended October 31, 2024.
Current wording
The Company had a net loss of $1,511,930 for the three months ended April 30, 2026, compared to $682,888 for the three months ended April 30, 2025.
Previous wording
As of October 31, 2025, the Company had cash of $2,067. We do not have sufficient resources to effectuate our business. We expect to incur expenses offset by revenues during the next twelve months of operations. We estimate that these expenses will be comprised primarily of general expenses including overhead, legal and accounting fees. The Company does not project revenue for the next few years, as is typical in mining companies. The Company has and will continue to raise capital to fund the expenses. To maintain our plan of growth, we need to raise a minimum of an additional $750,000. These factors raise substantial doubts about the Company’s ability to continue as a going concern.
Current wording
As of April 30, 2026, the Company had cash of $164,216. We do not have sufficient resources to effectuate our business. We estimate that ongoing expenses will be comprised primarily of general expenses including overhead, legal and accounting fees. The Company does not project revenue for the next few years, as is typical in mining companies. The Company has and will continue to raise capital to fund the expenses. To maintain our plan of growth, we need to raise a minimum of an additional $12,000,000. These factors raise substantial doubts about the Company’s ability to continue as a going concern.
Previous wording
Operations used cash of $459,551 for the nine months ended October 31, 2025, compared to cash used of $2,071,799 for the same period in 2024.
Current wording
Operations used cash of $855,058 for the three months ended April 30, 2026, compared to cash used of $225,967 for the same period in 2025.
Previous wording
We used cash in financing activities of $0 for the nine months ended October 31, 2025, compared to $0 for the same period in 2024.
Current wording
We used cash in investing activities of $0 for the three months ended April 30, 2026, compared to $0 for the same period in 2025.
Previous wording
We had cash provided by financing activities for the nine months ended October 31, 2025, of $360,940 compared to $2,060,384 for the same period in 2024.
Current wording
We had cash provided by financing activities for the three months ended April 30, 2026, of $995,000 compared to $133,000 for the same period in 2025.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
The Company has had no revenue historically to date.