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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Li Cycle Holdings Corp | NYSE:LICY | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.07 | 1.84% | 3.88 | 318 | 09:20:13 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
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(I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code)
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(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 (see General Instruction A.2. below):
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 |
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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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Item 5.02(c). Appointment of Certain Officers
Appointment of Chief Financial Officer
On July 17, 2024, the Board of Directors of Li-Cycle Holdings Corp. (the “Company”) appointed Mr. Craig Cunningham as the Chief Financial Officer of the Company, effective as of July 20, 2024. Since March 26, 2024, Mr. Cunningham has served as the Company’s Interim Chief Financial Officer, principal financial officer and principal accounting officer. Mr. Cunningham will continue as the Company’s principal financial officer and principal accounting officer.
Mr. Cunningham, age 40, has more than 17 years of accounting, finance, operational and capital markets experience and previously served as Chief Financial Officer of Electra Battery Materials from June 2022 to July 2023, where he provided key financial oversight and controls to major projects. Prior to joining Electra Battery Materials, Mr. Cunningham worked in increasingly senior positions at Kinross Gold from 2010 to 2022, last serving as Vice President and Regional Financial Officer from 2020 to 2022, where he oversaw finance, information technology, supply chain and logistics, and administration functions in Russia. Mr. Cunningham has a Bachelor of Accounting from Brock University and received an MBA from Ivey Business School at Western University in Canada. He is a Chartered Public Accountant and a Chartered Accountant.
Mr. Cunningham has entered into a standard form of executive employment agreement in connection with his appointment. His employment package provides for an annual base salary of $400,000 and he will be entitled to participate in the Company’s Short-Term Incentive Plan (“STIP”) and Long-Term Incentive Plan (“LTIP”) as determined for executive officers of the Company. For fiscal 2024, Mr. Cunningham’s STIP and LTIP awards will be prorated to reflect service from July 20, 2024. The Company may also grant an on-hire equity award payable in the form of restricted share units in an amount to be determined (if any, not to exceed the annual base salary). In addition, Mr. Cunningham will be entitled to payment of certain separation payments and benefits upon a qualifying termination of his employment on the same basis as applicable to our other executive officers (other than the CEO) and disclosed in Part III of the Company’s Annual Report on Form 10-K, filed with the SEC on March 15, 2024 (the “Form 10-K”). The foregoing description of Mr. Cunningham’s executive employment agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the complete text of Mr. Cunningham’s executive employment agreement, a copy of which will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the fiscal quarter ending June 30, 2024.
Mr. Cunningham has entered into the Company’s standard form of Director and Officer Indemnification Agreement, as set forth in Exhibit 5.9 to the Company’s Form 10-K.
As previously disclosed, the Company has employed Mr. Cunningham pursuant to an agreement with Lee Hecht Harrison Knightsbridge Corp. (“Knightsbridge”). The Company will continue to employ Mr. Cunningham pursuant to the Knightsbridge agreement until July 19, 2024.
There are no family relationships between Mr. Cunningham and any director or executive officer of the Company, and Mr. Cunningham has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 | Regulation FD Disclosure. |
On July 18, 2024, the Company issued a press release announcing the appointment of Mr. Cunningham as Chief Financial Officer of the Company. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (the “Report”) and is incorporated by reference herein.
The information under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended or the Exchange Act.
The following Exhibits are filed as part of this Report.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
Exhibit Number |
Description | |
99.1 | Press Release of Li-Cycle Holdings Corp. dated July 18, 2024 | |
104 | Cover Page Interactive Data File (formatted as inline XBRL). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
LI-CYCLE HOLDINGS CORP. | ||||||
By: | /s/ Ajay Kochhar | |||||
Name: Ajay Kochhar | ||||||
Title: Co-Founder, President & CEO and Director | ||||||
Date: July 18, 2024 |
Exhibit 99.1
Li-Cycle Appoints Craig Cunningham as Chief Financial Officer
Senior finance leader with deep public company, battery materials, and mining experience to lead financial initiatives in a permanent capacity
TORONTO, Canada (July 18, 2024) Li-Cycle Holdings Corp. (NYSE: LICY) (Li-Cycle or the Company), a leading global lithium-ion battery resource recovery company, is pleased to announce that it has appointed Craig Cunningham to the role of Chief Financial Officer (CFO), effective July 20, 2024. Mr. Cunningham has served as Li-Cycles interim CFO since March 2024.
Mr. Cunningham brings nearly two decades of experience in accounting, finance, operations and capital markets, along with a strong background in executive-level leadership. He also has extensive experience spearheading financial activities for publicly traded companies in the battery materials and mining sectors. As CFO, he will continue to lead the Companys finance function, supporting Li-Cycles operations and strategic priorities.
Craig is a proven battery materials and mining executive, and we have been impressed with his contributions and expertise at Li-Cycle in his role as interim CFO over the past several months, said Ajay Kochhar, President and CEO of Li-Cycle. We look forward to Craigs continued guidance and leadership as we continue to execute on our key objectives, including working closely with the U.S. Department of Energy on key technical, financial, and legal workstreams to advance toward definitive financing documentation required for a loan, as well as our review of the Rochester Hub project.
Before joining Li-Cycle, Mr. Cunningham was CFO at Electra Battery Materials Corporation (NASDAQ: ELBM; TSX-V: ELBM), a refiner and recycler focused on producing materials for electric vehicle batteries, where he provided important financial oversight and leadership. Prior to Electra Battery Materials, Mr. Cunningham served as Vice President and Regional Financial Officer at Kinross Gold Corporation (TSX: K; NYSE: KGC), one of the largest gold producers in the world. At Kinross Gold, he held increasingly senior roles and most recently oversaw finance, information technology, supply chain and logistics, and administration functions in Russia.
Mr. Cunningham earned a Bachelor of Accounting from Brock University and an MBA from Ivey Business School at Western University in Canada. He is a Chartered Public Accountant and a Chartered Accountant.
Li-Cycle continues to demonstrate its resilience and capabilities by securing a strategic investment earlier this year, by expanding its commercial network, and through its ongoing cash preservation activities. The underlying long-term market opportunities for the business also remain robust, said Mr. Cunningham. I look forward to playing a key role in Li-Cycles growth journey and supporting the Company in delivering long-term value to shareholders.
About Li-Cycle Holdings Corp.
Li-Cycle (NYSE: LICY) is a leading global lithium-ion battery resource recovery company. Established in 2016, and with major customers and partners around the world, Li-Cycles mission is to recover critical battery-grade materials to create a domestic closed-loop battery supply chain for a clean energy future.
The Company leverages its innovative, sustainable and patent-protected Spoke & Hub Technologies to recycle all different types of lithium-ion batteries. At our Spokes, or pre-processing facilities, we recycle battery manufacturing scrap and end-of-life batteries to produce black mass, a powder-like substance which contains a number of valuable metals, including lithium, nickel and cobalt. At our future Hubs, or post-processing facilities, we plan to process black mass to produce critical battery-grade materials, including lithium carbonate, for the lithium-ion battery supply chain. For more information, visit https://li-cycle.com/.
Investor Relations & Media
Louie Diaz
Sheldon Dsouza
Investor Relations: investors@li-cycle.com
Media: media@li-cycle.com
Forward-Looking Statements
Certain statements contained in this press release may be considered forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the U.S. Securities Act of 1933, as amended, Section 21 of the U.S. Securities Exchange Act of 1934, as amended, and applicable Canadian securities laws. Forward-looking statements may generally be identified by the use of words such as will, expect, or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, although not all forward-looking statements contain such identifying words. Forward-looking statements in this press release include but are not limited to statements about Mr. Cunninghams expected continued contributions to Li-Cycle, and managements plans to execute on the Companys key objectives, including working closely with the U.S. Department of Energy on key technical, financial, and legal workstreams to advance toward definitive financing documentation required for a loan, as well as the review of the Rochester Hub project.
These statements are based on various assumptions, whether or not identified in this press release, including but not limited to assumptions regarding the timing, scope and cost of Li-Cycles projects; Li-Cycles ability to execute on its growth and other strategic plans; the processing capacity and production of Li-Cycles facilities; Li-Cycles ability to source feedstock and manage supply chain risk; Li-Cycles ability to increase recycling capacity and efficiency; Li-Cycles ability to obtain financing on acceptable terms; Li-Cycles ability to retain and hire key personnel and maintain relationships with customers, suppliers and other business partners; general economic conditions; currency exchange and interest rates; compensation costs; and inflation. There can be no assurance that such estimates or assumptions will prove to be correct and, as a result, actual results or events may differ materially from expectations expressed in or implied by the forward-looking statements.
These forward-looking statements are provided for the purpose of assisting readers in understanding certain key elements of Li-Cycles current objectives, goals, targets, strategic priorities, expectations and plans, and in obtaining a better understanding of Li-Cycles business and anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes and is not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability.
2
Forward-looking statements involve inherent risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Li-Cycle, and are not guarantees of future performance. The risks and uncertainties related to Li-Cycles business are described in the sections titled Item 1A. Risk Factors and Item 7. Managements Discussion and Analysis of Financial Condition and Results of OperationKey Factors Affecting Li-Cycles Performance in its Annual Report on Form 10-K and the sections titled Part II. Other InformationItem 1A. Risk Factors and Part I. Financial InformationItem 2. Managements Discussion and Analysis of Financial Condition and Results of OperationKey Factors Affecting Li-Cycles Performance in its Quarterly Reports on Form 10-Q, in each case filed with the U.S. Securities and Exchange Commission and the Ontario Securities Commission in Canada.
Because of these risks, uncertainties and assumptions, readers should not place undue reliance on these forward-looking statements. Actual results could differ materially from those contained in any forward-looking statements. Li-Cycle assumes no obligation to update or revise any forward-looking statements, except as required by applicable laws. These forward-looking statements should not be relied upon as representing Li-Cycles assessments as of any date subsequent to the date of this press release.
# # #
3
Document and Entity Information |
Jul. 17, 2024 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Document Period End Date | Jul. 17, 2024 |
Entity Registrant Name | Li-Cycle Holdings Corp. |
Entity Incorporation State Country Code | A6 |
Entity File Number | 001-40733 |
Entity Tax Identification Number | 00-0000000 |
Entity Address Address Line 1 | 207 Queens Quay West |
Entity Address Address Line 2 | Suite 590 |
Entity Address City Or Town | Toronto |
Entity Address State Or Province | ON |
Entity Address Postal Zip Code | M5J IA7 |
Entity Address Country | CA |
City Area Code | 877 |
Local Phone Number | 542-9253 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Common shares, without par value |
Trading Symbol | LICY |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
Entity Central Index Key | 0001828811 |
Amendment Flag | false |
1 Year Li Cycle Chart |
1 Month Li Cycle Chart |
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