i-80 Gold Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement

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: March 18, 2026 (Date of earliest event reported)

i-80 GOLD CORP.

(Exact Name of Registrant as Specified in Its Charter)

150 York Street, Suite 1802, Toronto, Ontario M5H 3S5

(Address of principal executive offices) (Zip Code)

(775) 525-6450

(Registrant’s Telephone Number, Including Area Code)

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):

Securities registered pursuant to Section 12(b) of the Act:

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 or Amendment of a Material Definitive Agreement.

Indenture and Notes

On March 23, 2026, i-80 Gold Corp. (the “Company”) issued a total of $287.5 million aggregate principal amount of 3.75% Convertible Senior Notes due 2031 (the “Notes”). The Notes were issued pursuant to an indenture, dated March 23, 2026 (the “Indenture”), between the Company and Computershare Trust Company, N.A., as trustee. Pursuant to the purchase agreement, dated March 18, 2026, between the Company and the representatives of the initial purchasers of the Notes, the Company granted the initial purchasers an option to purchase up to an additional $37.5 million aggregate principal amount of Notes, exercisable on or before the 20^th day after the initial issue date of the Notes. On March 20, 2026, the initial purchasers exercised this option in full, and the Notes issued include the additional $37.5 million aggregate principal amount of Notes.

The Notes are general unsecured senior obligations of the Company and will mature on April 15, 2031, unless earlier converted, redeemed, or repurchased. Interest on the Notes will accrue at a rate of 3.75% per year from March 23, 2026, and will be payable semiannually in arrears on April 15 and October 15 of each year, beginning on October 15, 2026.

Subject to earlier redemption or purchase, holders may convert their Notes at any time until the close of business on the second business day immediately preceding April 15, 2031. Upon conversion, holders of Notes will receive our common shares based on an initial conversion rate, subject to adjustment, of 519.4805 shares per $1,000 principal amount of Notes (which represents an initial conversion price of approximately $1.93 per share). A holder that surrenders Notes for conversion in connection with a “make-whole fundamental change” or a notice of redemption may in certain circumstances be entitled to an increased conversion rate. No sinking fund is provided for the Notes.

The Company may not redeem the Notes before April 20, 2029, except in the event of certain changes in Canadian tax law. At any time on or after April 20, 2029, the Company may redeem all or part of the Notes for cash, but only if the last reported sale price of our common shares for 20 or more trading days in a period of 30 consecutive trading days ending on the trading day prior to the date the Company provides notice of redemption exceeds 130% of the conversion price in effect on each such trading day. The redemption price will be equal to the sum of (1) 100% of the principal amount of the Notes to be redeemed and (2) accrued and unpaid interest, if any, to, but excluding, the redemption date. The Company may also redeem the Notes upon the occurrence of certain changes in Canadian tax law. In addition, the Company will be required to offer to purchase for cash all of the outstanding Notes upon a fundamental change at a purchase price in cash equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change purchase date.

The Indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the Notes become automatically due and payable. The following events are considered “events of default” under the Indenture:

The Indenture provides that the Company shall not consolidate with, or merge with or into, or sell, transfer, lease, convey or otherwise dispose of all or substantially all of its property or assets to, another person, whether in a single transaction or series of related transactions, unless (i) the resulting, surviving or transferee person (if not the Company) (the “Successor”) is a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia or the laws of Canada or any province or territory of Canada; (ii) the Successor assumes by supplemental indenture all the obligations of the Company under the Notes and the Indenture; and (iii) immediately after giving effect to such transaction or series of transactions, no default or event of default (as defined in the Indenture) shall exist.

The foregoing description is qualified in its entirety by reference to the text of the Indenture and the form of Notes, which are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02. Unregistered Sale of Equity Securities.

The information set forth under Item 1.01 under the heading “Indenture and Notes” of this Current Report on Form 8-K is incorporated herein by reference.

The Company offered and sold the Notes to the Purchasers in reliance on the exemption from registration provided by Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”). The Notes were then resold to qualified institutional buyers (as defined in Rule 144A) in accordance with Rule 144A. The Company relied on these exemptions from registration based in part on representations made by the Purchasers in the purchase agreement dated March 18, 2026, by and between the Company and the representative of the Purchasers.

The Notes and the common shares issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

To the extent any common shares are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from the Securities Act by virtue of Section 3(a)(9) as involving an exchange by the Company exclusively with its security holders.

Initially, a maximum of 205,357,138 common shares may be issued upon conversion of the Notes based on the maximum conversion rate of 714.2857 common shares per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

Item 8.01. Other Events

On March 19, 2026, the Company issued a press release announcing the pricing of the Notes offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report and Form 8-K and is incorporated herein by reference.

On March 23, 2026, the Company issued a press release announcing the closing of the Notes offering. A copy of the press release is attached as Exhibit 99.2 to this Current Report and Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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 hereunto duly authorized.

Date: March 24, 2026