{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-25-039439","form_type":"8-K","ticker":"USAR","cik":"0001970622","company_name":"USA Rare Earth, Inc.","filed_at":"2025-05-05T23:59:59+00:00","discovered_at":"2026-05-14T18:02:50.595900+00:00","generated_at":"2026-05-22T19:27:22.106494+00:00","sec_items":["1.01","3.02","5.03","7.01","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"USA Rare Earth closes $75M PIPE; issues shares and warrants, Series A conversion price reduced to $7","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-25-039439","json":"https://secwatch.observer/filing/0001213900-25-039439.json","markdown":"https://secwatch.observer/filing/0001213900-25-039439.md","text":"https://secwatch.observer/filing/0001213900-25-039439.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1970622/000121390025039439/0001213900-25-039439-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1970622/000121390025039439/ea0240841-8k_usarare.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-22T19:27:22.106494+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"d2b01a5a85b05d10a6cfa07b3825e91f4022bba7","claim":"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).","evidence_excerpt":"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 ”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1970622/000121390025039439/0001213900-25-039439-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2025-05-01"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}