Idaho Copper Corp
For the period ended Jul 31, 2026. Filed Aug 31, 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.
Jul 31, 2026 · Filed Aug 31, 2026
COPR-WT$0.73+21.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2026-07-31; filed 2026-08-31.
0001493152-26-040822
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 44 previous paragraphs and 57 current paragraphs.
24 unchanged; 17 reworded; 15 added; 3 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 4 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 (15)
Current report
Other Recent Developments
Current report
On July 2, 2026, in connection with the simultaneous listing of the Company’s common stock and publicly-traded warrants on the NYSE American, LLC (the “NYSE American”), the Company entered into an underwriting agreement with ThinkEquity, LLC, pursuant to which the Company sold 3,712,000 shares of common stock and warrants to purchase 4,723,287 shares of common stock, for an aggregate purchase price of $18,008,768, netting the Company $16,548,166 in cash after payment of various offering expenses and commissions.
Current report
The Company had operating expenses of $1,073,343 for the three months ended July 31, 2026, compared to $701,469 for the three months ended July 31, 2025, as reflected in the table below:
Current report
The increases in operations expense, professional fees, and payroll and related expenses in the most comparative period primarily result from our increasing operational, fundraising, and stock exchange listing initiatives during 2026.
Current report
The increase in other expense relates to the debt discounts being fully amortized with the repayment of the convertible notes payable in July 2026.
Current report
For the six months ended July 31, 2026, compared to the six months ended July 31, 2025
Current report
Revenue
Current report
Operating Expenses
Current report
The Company had operating expenses of $2,413,667 for the six months ended July 31, 2026, compared to $1,264,607 for the six months ended July 31, 2025, as reflected in the table below:
Current report
The increases in operations expense, professional fees, and payroll and related expenses in the most comparative period primarily result from our increasing operational, fundraising, and stock exchange listing initiatives during 2026.
Current report
Other Income / Expenses
Current report
The Company had other expenses, net, of $1,304,957 for the six months ended July 31, 2026, compared to $196,245 of expense for the six months ended July 31, 2025, as reflected in the table below:
Current report
The increase in other expense relates to the debt discounts being fully amortized with the repayment of the convertible notes payable in July 2026.
Current report
Net Loss
Current report
The Company had a net loss of $3,718,624 for the six months ended July 31, 2026, compared to $1,460,852 for the six months ended July 31, 2025.
Removed paragraphs (3)
Previous report
Recent Developments
Previous 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.
Previous report
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).
Reworded paragraphs (17)
Previous wording
These forward-looking statements, which reflect our management’s beliefs, objectives, and expectations as of the date hereof, are based on the best judgment of our management. All forward-looking statements made by us in this Form 10-Q are based only on information currently available to us and speak only as of the date on which they are made. Such forward-looking statements are subject to certain risks, uncertainties and assumptions relating to factors that could cause actual results to differ materially from those anticipated in such statements, including, without limitation, the following: economic, social and political conditions, global economic downturns resulting from extraordinary events such as the COVID-19 pandemic and other securities industry risks; interest rate risks; liquidity risks; credit risk with clients and counterparties; risk of liability for errors in clearing functions; systemic risk; systems failures, delays and capacity constraints; network security risks; competition; reliance on external service providers; new laws and regulations affecting our business; net capital requirements; extensive regulation, regulatory uncertainties and legal matters; failure to maintain relationships with employees, customers, business partners or governmental entities; the inability to achieve synergies or to implement integration plans and other consequences associated with risks and uncertainties detailed in our filings with the SEC, including our most recent filings on Forms 8-K, 10-K and 10-Q.
Current wording
These forward-looking statements, which reflect our management’s beliefs, objectives, and expectations as of the date hereof, are based on the best judgment of our management. All forward-looking statements made by us in this Form 10-Q are based only on information currently available to us and speak only as of the date on which they are made. Forward-looking statements in this report and in other Company statements include statements regarding expected commencement dates of mining or metal production operations, projected quantities of future metal production, anticipated production rates, operating efficiencies, costs and expenditures as well as projected demand or supply for the Company’s products. Actual results could differ materially depending upon factors including the risks and uncertainties related to general U.S. and international economic and political conditions, the cyclical and volatile prices of copper, other commodities and supplies, including fuel and electricity, availability of materials, insurance coverage, equipment, required permits or approvals and financing, the occurrence of unusual weather or operating conditions, lower than expected ore grades, water and geological problems, the failure of equipment or processes to operate in accordance with specifications, failure to obtain financial assurance to meet closure and remediation obligations, labor relations, litigation and environmental risks. Future results of operations can be directly affected by metal prices on commodity exchanges that can be volatile. Such forward-looking statements are subject to certain risks, uncertainties and assumptions relating to factors that could cause actual results to differ materially from those anticipated in such statements, including, without limitation, the following: economic, social and political conditions, global economic downturns resulting from extraordinary events such as the COVID-19 pandemic and other securities industry risks; interest rate risks; liquidity risks; credit risk with clients and counterparties; risk of liability for errors in clearing functions; systemic risk; systems failures, delays and capacity constraints; network security risks; competition; reliance on external service providers; new laws and regulations affecting our business; net capital requirements; extensive regulation, regulatory uncertainties and legal matters; failure to maintain relationships with employees, customers, business partners or governmental entities; the inability to achieve synergies or to implement integration plans and other consequences associated with risks and uncertainties detailed in our filings with the SEC, including our most recent filings on Forms 8-K, 10-K and 10-Q, as well as our registration statement on Form S-1 originally filed with the SEC on October 7, 2025, subsequently amended, and declared effective on July 1, 2026 (SEC file no. 333-290746).
Previous wording
This discussion should be read in conjunction with our financial statements filed on our Form 8-K on January 27, 2023, our 2026 Form 10-K, and our condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q.
Current wording
This discussion should be read in conjunction with our financial statements filed in our Form 10-K for the fiscal year ended January 31, 2026, and our condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q.
Previous wording
To determine material mining operations in accordance with subpart 1300 of SEC Regulation S-K, management considered both quantitative and qualitative factors, assessed in the context of the Company’s overall business and financial condition. The Company concluded that, as of the date of the filing of this Report, its sole material mining operation is the CuMo Project. The Company will update its assessment of individual material mines on an annual basis.
Current wording
To determine material mining operations in accordance with subpart 1300 of SEC Regulation S-K, management considered both quantitative and qualitative factors, assessed in the context of the Company’s overall business and financial condition. The Company concluded that, as of the date of the filing of this Report, its sole material mining operation is the CuMo Project (defined below). The Company will update its assessment of individual material mines on an annual basis.
Previous wording
Pursuant to Item 1302(b)(5) of Regulation S-K (17 C.F.R. §229.1302(b)(5)), the Company states that the TRS was prepared by Shaun M. Dykes (our former Vice President and former Director), M. Sc. (Eng), P. Geo of Geologic Systems, Ltd. Mr. Dykes is currently serving as a technical advisor to the registrant. Mr. Dykes meets the qualifications specified under the definition of “Qualified Person” under Item 1300 of Regulation S-K.
Current wording
Pursuant to Item 1302(b)(5) of Regulation S-K (17 C.F.R. §229.1302(b)(5)), the Company states that the TRS was prepared by Shaun M. Dykes (our former Vice President and former Director), M. Sc. (Eng), P. Geo of Geologic Systems, Ltd. Mr. Dykes served as a technical advisor to the registrant during the fiscal year ended January 31, 2026. Mr. Dykes met the qualifications specified under the definition of “Qualified Person” under Item 1300 of Regulation S-K.
Previous wording
The CuMo Project currently consists of one hundred and twenty-six (126) federal unpatented lode mining claims, and six (6) patented mining claims. In total, the project comprises approximately 2,640 acres. The unpatented lode mining claims and patented claims are situated in an unorganized mining district, in Boise County, Idaho, spanning Sections in Township 7N and 8N, Range 5E and 6E, Boise Meridian.
Current wording
The CuMo project (the “CuMo Project”) currently consists of one hundred and twenty-six (126) federal unpatented lode mining claims, and six (6) patented mining claims. In total, the project comprises approximately 2,640 acres. The unpatented lode mining claims and patented claims are situated in an unorganized mining district, in Boise County, Idaho, spanning Sections in Township 7N and 8N, Range 5E and 6E, Boise Meridian.
Previous wording
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 wording
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 matured 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 were to automatically convert into the securities offered at the lower of 70% of the offering price or $6.50 per share. On or about July 2, 2026, the Company listed its common stock and publicly-traded warrants on the NYSE American as described below and subsequently completed an underwritten offering (the “Listing and Offering”), and these convertible notes therefore converted into an aggregate of 226,332 shares of common stock, which were issued to the note holders.
Previous wording
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 wording
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 was subject to adjustment and could 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. As a result of the Listing and Offering, the exercise price of the warrants was adjusted to $4.24375 per share.
Previous wording
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 wording
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. As a result of the Listing and Offering, these convertible notes converted into an aggregate of 30,833 shares of common stock, which were issued to the note holders, and the exercise price of the warrants was adjusted to $4.24375 per share.
Previous wording
The Company engaged ThinkEquity LLC as exclusive placement agent and paid customary fees, including placement agent warrants.
Current wording
In connection with these private offerings, the Company engaged ThinkEquity LLC as exclusive placement agent and paid customary fees, including placement agent warrants.
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 months ended April 30, 2026, and 2025, 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 and six months ended July 31, 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 $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.
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 $43,936,530 from its inception to July 31, 2026. On July 31, 2026, we had $12,121,420 in cash. Our working capital surplus was $10,179,539 on July 31, 2026. We currently do not generate revenues and expect to continue to incur operating losses for the foreseeable future. As a result, there is substantial doubt about our ability to continue as a going concern as we need approximately $20,000,000 over the next twelve months to maintain our operations schedule. 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 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.
Current wording
The Company had other expenses, net, of $1,133,351 for the three months ended July 31, 2026, compared to $76,495 of expense for the three months ended July 31, 2025, as reflected in the table below:
Previous 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.
Current wording
The Company had a net loss of $2,206,694 for the three months ended July 31, 2026, compared to $777,964 for the three months ended July 31, 2025.
Previous 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.
Current wording
As of July 31, 2026, the Company had cash of $12,121,420. 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 operational expenses. To maintain our plan of growth, we need to raise a minimum of an additional $20,000,000 over the next twelve months to maintain our operations schedule. These factors raise substantial doubts about the Company’s ability to continue as a going concern.
Previous 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.
Current wording
Operations used cash of $3,281,020 for the six months ended July 31, 2026, compared to cash used of $326,123 for the same period in 2025.
Previous 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.
Current wording
We used cash in investing activities of $500,000 for the six months ended July 31, 2026, compared to $0 for the same period in 2025.
Previous 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.
Current wording
We had cash provided by financing activities for the six months ended July 31, 2026, of $15,878,166 compared to $227,000 for the same period in 2025.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
The Company has had no revenue historically to date.