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: ~~August~~October 22, 2025

IDAHO COPPER CORPORATION

(Exact name of Registrant as specified in its Charter)

Nevada

333-108715

98-0221494

(State or Other Jurisdiction
of Incorporation)

(Commission

File Number)

(I.R.S. Employer
Identification No.)

800 W. Main Street, Suite 1460, Boise, Idaho 83702

(Address of Principal Executive Offices)

208-274-9220

(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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14-a-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))

☐	Soliciting material pursuant to Rule 14-a-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(s)		Name of each exchange on which registered
None		N/A		N/A

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 15.0103 ~~Entry~~Amendments ~~into~~to aArticles ~~Material~~of ~~Definitive~~Incorporation ~~Agreement~~or Bylaws; Change in Fiscal Year.

AsOn ~~previously~~October ~~disclosed~~15, 2025, Idaho Copper Corporation, ~~(the “Company”) is party to~~ a ~~Mining~~Nevada ~~Claims~~corporation ~~Agreement~~ (~~“MCA”) with~~the ~~CuMo Molybdenum Mining Inc. (~~“~~CMMI~~Company”), ~~Western~~ ~~Geoscience~~filed ~~Inc.,~~a ~~and~~Certificate ~~Thomas~~of ~~Evans~~Change ~~(collectively,~~to the ~~“Seller”)~~Company’s Amended and ~~Multi-Metal~~Restated ~~Development~~Articles ~~Company,~~of ~~(“MMD”, collectively,~~Incorporation ~~with~~ (the ~~Company, the~~ “~~Buyer~~Amendment”) ~~for~~to ~~the~~effect ~~purchase~~a of1-for-20 ~~152~~reverse ~~unpatented~~stock ~~mining~~split ~~claims~~of ~~owned~~the ~~collectively by~~Company’s ~~the~~common ~~Sellers~~stock, inpar ~~exchange~~value ~~for~~$0.001 ~~consideration~~per ~~consisting~~share of(the ~~$500,000~~“Common inStock”). ~~cash,~~The ~~2.5~~total ~~million~~number of shares of ~~American~~Common ~~CuMo~~Stock ~~Mining~~authorized ~~Corporation and~~for aissuance ~~seven~~will ~~(7)~~be ~~year~~reduced ~~convertible~~by ~~debenture~~a ~~valued~~corresponding atproportion $1from ~~million~~100,000,000 ~~with~~shares anto ~~interest~~5,000,000 ~~rate~~shares. ofThe ~~eight~~Amendment ~~and~~became ~~one~~effective ~~half (8~~upon filing.~~5%) percent annually.~~

~~Pursuant~~On toApril ~~the~~5, ~~MCA~~2024, the ~~Buyers~~Company’s ~~would~~board ~~also~~of bedirectors ~~conveyed~~(the “Board”) unanimously approved, by written consent, the Amendment, to implement a ~~residual~~reverse ~~net~~stock ~~smelter~~split ~~return~~of ~~(NSR)~~the ~~originally~~issued ~~held~~and outstanding shares of the Company’s Common Stock, by ~~CMMI~~a ~~under~~ratio anof ~~option~~not ~~agreement~~less than ~~dated~~1-for-32 ~~October~~and 13not greater than 1-for-30, ~~2004~~with ~~(the~~a ~~“Option~~corresponding ~~Agreement”),~~decrease ~~and~~to the ~~Sellers~~Corporation’s ~~would~~authorized ~~expressly~~shares ~~renounce~~of ~~any~~Common ~~further~~Stock, ~~claims~~with the exact ratio of the Reverse Stock Split to, orbe ~~any~~determined ~~other~~by ~~rights~~the ~~arising~~Board. ~~under~~September 10, 2025, the ~~Option~~Board ~~Agreement,~~determined orthat tothe exact ratio of the ~~property~~Reverse ~~interests~~Stock ~~conveyed~~Split ~~thereunder~~is 1-for-20.

~~During~~Upon the ~~pendency~~effectiveness of the ~~MCA,~~Reverse ~~Buyer,~~Stock ~~with the express permission of Seller~~Split, ~~released~~every ~~and~~twenty ~~dropped~~(20) ~~some~~outstanding shares of the ~~unpatented~~Company’s ~~claims~~Common ~~described~~Stock ~~in the~~will ~~MCA~~be, ~~which~~without any ~~were~~further ~~agreed~~action by the ~~parties~~Company, ~~as unnecessary for exploration~~ or ~~other~~any ~~operations.~~holder ~~In addition~~thereof, inconverted ~~2023~~into, ~~Seller~~and ~~conveyed~~automatically ~~to Buyer~~became, byone ~~quitclaim~~(1) ~~deed~~share ~~a number~~ of ~~additional unpatented claims covered by~~ the ~~MCA, which had been titled in Seller~~Company’s ~~names but~~ ~~were~~Common ~~held~~Stock inand ~~trust for~~ the ~~Buyer.~~total ~~Consequently,~~number atof ~~this~~shares ~~time, a total~~ of ~~only~~Common 54Stock ~~unpatented~~authorized ~~claims~~for ~~described~~issuance inwill ~~the~~be ~~MCA are~~reduced ~~held~~to by5,000,000 ~~the Seller~~shares.

OnUpon ~~August~~effectiveness ~~19,~~of ~~2025,~~ the ~~Seller~~Amendment and ~~Buyer~~the ~~entered~~Reverse ~~into~~Stock ~~the~~Split, ~~First~~266,927,178 ~~Amendment~~shares toof the ~~MCA~~Company’s ~~(the~~Common ~~“Amendment”).~~Stock ~~Pursuant~~issued toand ~~the~~outstanding ~~Amendment~~immediately prior to the ~~Seller~~Reverse ~~agreed~~Stock toSplit ~~transfer~~will asbe ~~part~~converted into approximately 13,346,359 shares of the ~~Property~~Company’s ~~(as~~Common ~~defined~~Stock. No infractional ~~the~~shares ~~MCA)~~were toissued beas ~~conveyed,~~a result of the ~~NSR~~Reverse ~~and~~Stock ~~the~~Split. ~~claims~~Any ~~subject to~~fractional ~~the~~shares ~~Option~~of ~~Agreement,~~Common ~~specifically~~Stock ~~CuMo~~resulting #1from ~~through~~the ~~CuMo~~Reverse Stock #8Split ~~described~~were inrounded up to the ~~Option~~nearest ~~Agreement~~whole share.

~~Additionally,~~The ~~the~~Reverse ~~Buyer~~Stock ~~has~~Split ~~the~~did ~~right, but~~ not ~~the~~change ~~obligation, to purchase~~ the ~~Property.~~par ~~Upon~~value ~~purchase~~ of the ~~Property, the Buyer shall deliver to the Seller $500,000 and $1,500,000 worth of shares of~~ Common Stock ~~of the Company, which number of shares shall be calculated by dividing $1,500,000 by the market closing price of the Company’s Common Stock on the closing date~~. ~~Upon consummation of the purchase of the Property, the Seller will renounce any other claims or rights granted to it under the Option Agreement and the Option Agreement will be deemed terminated.~~

~~Furthermore,~~As ~~pursuant~~a toresult of the ~~Amendment~~Reverse Stock Split, ~~MMD~~the ~~agreed~~number toof ~~assign~~shares of the Company’s Common Stock that may be purchased upon the exercise ~~and~~of ~~transfer~~outstanding ~~all~~warrants, options, or other securities convertible into, or exercisable or exchangeable for, shares of ~~its~~our ~~rights~~Common Stock, and ~~obligations~~the ~~under~~exercise ~~the~~or ~~MCA~~conversion toprices ~~the~~for ~~Company~~these securities, have also be ratably adjusted in accordance with their terms.

~~All~~A ~~other~~copy ~~terms and provisions~~ of the ~~MCA,~~Certificate ~~except~~of ~~as amended by the~~ Amendment, ~~continue~~is tofiled beas ~~binding,~~Exhibit ~~unchanged~~3.1 hereto and ~~remain~~incorporated inherein ~~full force~~by ~~and effect~~reference.

~~The MCA includes a force majeure clause~~Item ~~that suspends the performance of the Buyers’ obligations in the event of, among other things, government actions that prevent the issuance or receipt of required exploration or operational permits~~8.01 ~~The~~Other Sellers and Buyers have operated under the effects of such force majeure since the inception of the MCA to the date hereof, and the conditions necessary to lift the force majeure suspension have not yet been satisfied and there is no timeline for when performance of the MCA, as amended by the Amendment, will continueEvents.

~~The~~In ~~foregoing~~connection ~~description~~with of the ~~Amendment~~Reverse ~~does~~Stock ~~not~~Split, ~~purport~~the Company submitted to bethe ~~complete~~Financial ~~and~~Industry isRegulatory ~~qualitied~~Authority, inInc. ~~its~~(“FINRA”) a ~~entirety~~notification byform ~~reference~~for toprocessing the ~~full~~Reverse ~~text of~~Stock Split on the ~~agreement~~OTC Markets, ~~attached~~Inc., ~~hereto~~OTCID asMarketplace, the ~~Exhibit~~principal 10market of the Company’s Common Stock.1 ~~and~~The ~~incorporate~~Company bywill ~~reference~~file ~~herein~~a Current Report on Form 8-K upon FINRA’s announcement of the effectiveness of the Reverse Stock Split on the OTCID Marketplace.

Item 9.01 ~~FINANCIAL~~financial ~~STATEMENTS~~statements ~~AND~~and ~~EXHIBITS~~exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		First Amendment to the Mining Claims Agreement by and between CuMo Molybdenum Mining Inc., Western Geoscience Inc., Thomas Evans, Idaho Copper Corporation and Multi-Metals Development Corp. dated August 19, 2025.
3.1		Certificate of Change to Articles of Incorporation filed October 15, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: ~~August~~October 22, 2025

	IDAHO COPPER CORPORATION

	By:	/s/ Robert Scannell
	Name:	Robert Scannell
	Title:	Chief Financial Officer

Filing Compare · Idaho Copper Corp