---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-068440"
form_type: "8-K"
ticker: "FEAM"
cik: "0001888654"
company_name: "5E Advanced Materials, Inc."
filed_at: "2023-12-06T23:59:59+00:00"
generated_at: "2026-06-07T17:28:28.368244+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# 5E Advanced Materials enters RSA; up to $35M equity placement; possible Chapter 11 if out-of-court fails

## Summary
- RSA with Bluescape and new investors; up to $35M equity at $1.025/shr; convertible notes amended (maturity +1yr, PIK interest to 10%).
- Out-of-court restructuring requires stockholder vote; if conditions not met, pre-packaged Chapter 11 plan would cancel existing equity.
- Stefan Selig appointed to board Dec 5, 2023; $35k/month for 6 months; resignation tendered effective June 5, 2024.
- CEO Susan Brennan eligible for up to $412,500 retention bonus; CFO Paul Weibel up to $287,500 in out-of-court restructuring.
- New investors (Ascend, 5ECAP) commit up to $25M; Bluescape option for additional $10M; notes' minimum cash covenant reduced to $7.5M from June 28, 2024.

## SEC filing metadata
- accession: 0000950170-23-068440
- form_type: 8-K
- ticker: FEAM
- cik: 0001888654
- company_name: 5E Advanced Materials, Inc.
- filed_at: 2023-12-06T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 3.02, 5.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1888654/000095017023068440/0000950170-23-068440-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1888654/000095017023068440/feam-20231205.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-068440
- JSON: https://secwatch.observer/filing/0000950170-23-068440.json
- Plain text: https://secwatch.observer/filing/0000950170-23-068440.txt

## Key facts
- Executive change
  Stefan Selig was appointed as director at 5E Advanced Materials, Inc..
  - Action: appointed
  - Role: director
  source text: announced the appointment of Stefan Selig as a director of the Board, effective on December 5, 2023
  evidence_url: https://www.sec.gov/Archives/edgar/data/1888654/000095017023068440/0000950170-23-068440-index.htm
- Executive change
  Stefan Selig resigned as director at 5E Advanced Materials, Inc..
  - Action: resigned
  - Role: director
  source text: Concurrent with his appointment, Mr. Selig has tendered his resignation as a member of the Board effective June 5, 2024.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1888654/000095017023068440/0000950170-23-068440-index.htm
- Material Agreements
  5E Advanced Materials, Inc. entered into Restructuring Support Agreement with BEP Special Situations IV LLC, Alter Domus (US) LLC, Ascend Global Investment Fund SPC (effective 2023-12-05).
  - Action: entry
  - Counterparty: BEP Special Situations IV LLC, Alter Domus (US) LLC, Ascend Global Investment Fund SPC
  - Effective: 2023-12-05
  source text: On December 5, 2023, the Company entered into a Restructuring Support Agreement (the “ Restructuring Support Agreement ”) with Bluescape, Collateral Agent, and Ascend in connection with certain restructuring and recapitalization transactions
  evidence_url: https://www.sec.gov/Archives/edgar/data/1888654/000095017023068440/0000950170-23-068440-index.htm
- Material Agreements
  5E Advanced Materials, Inc. entered into 5ECAP Subscription Agreement with 5ECAP, LLC valued at up to $35 million (effective 2023-12-05).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: 5ECAP, LLC
  - Value: up to $35 million
  - Effective: 2023-12-05
  source text: Additionally, in connection with the anticipated Placement, on December 5, 2023, the Company entered into (i) a subscription agreement (the “ Ascend Subscription Agreement ”) with Ascend and (ii) a subscription agreement (the “ 5ECAP Subscription Agreement ”) with 5ECAP, LLC (“ 5ECAP ”) pursuant to which Ascend and 5ECAP shall subscribe for and purchase shares of the Company’s common stock upon the consummation of the Out-of-Court Restructuring contemplated by the Restructuring Support Agreement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1888654/000095017023068440/0000950170-23-068440-index.htm
- Material Agreements
  5E Advanced Materials, Inc. entered into Ascend Subscription Agreement with Ascend Global Investment Fund SPC valued at up to $35 million (effective 2023-12-05).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: Ascend Global Investment Fund SPC
  - Value: up to $35 million
  - Effective: 2023-12-05
  source text: (the “ Company or “ 5E ”) extended the effectiveness of the previously announced standstill agreement (the “ Standstill Agreement ”), by and among the Company, BEP Special Situations IV LLC (“ Bluescape ”), Alter Domus (US) LLC (“ Collateral Agent ”), Ascend Global Investment Fund SPC for and on behalf of Strategic SP (“ Ascend ”), and Mayfair Ventures Pte Ltd from December 1, 2023 to December 5, 2023 at 5:00 pm Pacific Standard Time (the “ Standstill Extension ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1888654/000095017023068440/0000950170-23-068440-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.