USA Rare Earth closes $75M PIPE; issues shares and warrants, Series A conversion price reduced to $7

USA Rare Earth, Inc.

Closed $75M PIPE with single institutional investor; issued 8.55M shares, 2.16M pre-funded warrants, 10.71M warrants at $7 exercise price.
Proceeds to fund capital expenditures for Stillwater magnet manufacturing facility plus working capital.
Existing $12 warrants modified to $7 exercise price via waivers; Series A Preferred conversion price also reduced to $7 per share.
Warrants require stockholder approval for exercise; majority voting power holders signed support agreements.
Cantor Fitzgerald & Co. led placement agents; securities sold in unregistered private placement.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

USA Rare Earth, Inc.: Amended Certificate of Designation to reduce the conversion price of Series A Preferred Stock to $7.00 upon consummation of the Private Placement (effective 2025-05-01).

Change: charter amendment
Effective: 2025-05-01

Exact text from the filing

On May 1, 2025, in connection with the Private Placement, and following approval of the board of directors of the Company and the required holders of the Company’s 12.0% Series A Cumulative Convertible Preferred Stock (the “ Series A Preferred Stock ”), the Company adopted and filed with the Secretary of State of the State of Delaware, a certificate of amendment (the “ Certificate of Amendment ”) to the Company’s Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock (the “ Certificate of Designation ”).

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USA Rare Earth, Inc. filing history →

Source: SEC EDGAR

accession 0001213900-25-039439

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