ENERGY FUELS INC

false 2026-06-23 0001385849 Energy Fuels Inc. 0001385849 2026-06-23 2026-06-23 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2026 ( June 23, 2026 ) ENERGY FUELS INC. (Exact name of registrant as specified in its charter) Ontario 001-36204 98-1067994 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 225 Union Blvd., Suite 600 Lakewood , Colorado , United States 80228 (Address of principal executive offices) (ZIP Code) Registrant’s telephone number, including area code: ( 303 ) 974-2140 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbols Name of each exchange on which registered Common shares, no par value UUUU NYSE American LLC EFR Toronto Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01. Entry into a Material Definitive Agreement. On June 23, 2026, Energy Fuels Inc. (“ Energy Fuels ” or the “ Company ”), VAC Group B.V., a private limited company organized under the laws of the Netherlands, having its official seat in Amsterdam, the Netherlands and registered with the Dutch trade register under number 42036655 (“ Ara VAC Dutch TopCo ”), Ara VAC TOPCO US LLC, a limited liability company organized under the laws of Delaware (“ Ara VAC US TopCo ” and together with Ara VAC Dutch TopCo, the “ Acquired TopCos ”), Ara VAC IE Aggregator, LP, a limited partnership organized under the laws of Ireland (“ Holder ”), Ara VAC Blocker, SLP, a separate limited partnership organized under the laws of Jersey (“ Blocker ”), Ara VAC Holdings, Ltd., a limited company organized under the laws of Ireland (“ Ara HoldCo ” and, together with Blocker, the “ Minority Holders ,” and collectively with Blocker, Holder and (before Closing) the Acquired TopCos, the “ Ara Parties ”), Merger Sub HoldCo, a Canadian unlimited liability corporation to be formed under the laws of a province of Canada determined by the Company, acting reasonably (“ Merger Sub HoldCo ”), Dutch Merger Sub, a private limited company to be organized under the laws of the Netherlands, to have its official seat in Amsterdam, the Netherlands and to be registered with the Dutch trade register (“ Dutch Merger Sub ”), Energy Fuels Holdings Corp., a Delaware corporation (“ US Merger Sub HoldCo ”), US Merger Sub I, a Delaware corporation to be formed (“ US Merger Sub I ”), and US Merger Sub II, a Delaware limited liability company to be formed (“ US Merger Sub II ”) (collectively with US Merger Sub I and Dutch Merger Sub, the “ Merger Subs ,” and collectively with Energy Fuels, Merger Sub HoldCo, US Merger Sub HoldCo, and the other Merger Subs, the “ Parent Parties ”) entered into an agreement and plan of merger (the “ Merger Agreement ”) pursuant to which (i) Ara VAC Dutch TopCo will merge with and into Dutch Merger Sub, with Dutch Merger Sub continuing as the surviving private limited company, and (ii) US Merger Sub I will merge with and into Ara VAC US TopCo, with Ara VAC US TopCo surviving as a direct wholly owned subsidiary of US Merger Sub HoldCo, followed by a second-step merger in which Ara VAC US TopCo will merge with and into US Merger Sub II, with US Merger Sub II surviving as a direct wholly owned subsidiary of US Merger Sub HoldCo (together, the “ Mergers ”). The aggregate purchase price to be paid by Energy Fuels will consist of: (i) $718,000,000 in cash (the “ Cash Consideration ”); (ii) 65,853,000 common shares of Energy Fuels (provided that the maximum number of common shares that will be issued shall not exceed the maximum number of common shares that may be issued without obtaining the approval of Parent’s shareholders under applicable Canadian Securities Laws (the “ Share Consideration ”)); and (iii) preferred shares of Energy Fuels, if any (the “ Preferred Share Consideration ”), to be issued in either or both of the following circumstances: (A) to the extent the number of common shares constituting the Share Consideration is reduced to comply with the maximum issuance limit described above, preferred shares will be issued in replacement of any common shares so removed; and (B) if the volume-weighted average price of Energy Fuels’ common shares in the twenty consecutive trading day period that ends on (and includes) the second trading day immediately prior to Closing is below a specified reference price of $20.93 per common share, additional preferred shares will be issued to provide a value top-up to the Ara Parties, in an amount not to exceed $135,000,000 in value. The Preferred Share Consideration, if any, will be issued on the terms set forth in the Preferred Shares Instrument attached to the Merger Agreement, as such terms may be modified by the mutual agreement of the Ara Parties and the Parent Parties. The Cash Consideration is subject to certain adjustments, including for the repayment of specified indebtedness of the Acquired TopCos and their respective direct and indirect subsidiaries (the “ Acquired Companies ”), reductions to account for unpaid transaction expenses and notified leakage, an increase by the amount of any negative leakage, subject to the cap set forth in the Merger Agreement, and an increase by the amount of any permitted financing provided by the Ara Parties or their affiliates to the Acquired Companies that remains outstanding as of immediately prior to the Closing, subject to the cap set forth in the Merger Agreement, in each case as provided in the Merger Agreement. An amount of $12,500,000 otherwise payable at closing of the Mergers (“ Closing ”) will be deposited into an escrow account under an escrow agreement to be entered into at Closing (the “ Escrow Agreement ”) to secure certain post-Closing obligations of the Ara Parties under the Merger Agreement, with any remaining amounts to be released in accordance with the terms of the Merger Agreement and the Escrow Agreement. Conditions to the Mergers The consummation of the Mergers is subject to the satisfaction or waiver (to the extent permitted) of certain conditions, including (i) the expiration or termination of the waiting periods (and any extensions thereof) applicable to the Mergers under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the " HSR Act "), and receipt of certain other regulatory approvals specified in the Merger Agreement; (ii) the conditional approval for listing on the NYSE American (subject only to official notice of issuance) and the TSX (subject only to customary post-closing filing requirements) of the Share Consideration issuable in accordance with the Merger Agreement; (iii) Energy Fuels having taken all actions necessary to issue and having duly author