Current Report Filing (8-k)
July 02 2018 - 5:05PM
Edgar (US Regulatory)
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 27, 2018
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NioCorp
Developments Ltd.
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(Exact
name of registrant as specified in its charter)
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British
Columbia, Canada
(State or other jurisdiction
of incorporation)
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000-55710
(Commission File Number)
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98-1262185
(IRS Employer
Identification No.)
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7000
South Yosemite Street, Suite 115
Centennial, Colorado 80112
(Address of principal executive offices) (Zip Code)
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Registrant’s
telephone number, including area code:
(720) 639-4647
(Former
name or former address, if changed since last report)
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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))
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
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Entry
into a Material Definitive Agreement.
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New
Convertible Security Funding Agreement
On
June 27, 2018, NioCorp Developments Ltd. (the “Company”) entered into a definitive convertible security funding agreement
(the “Lind Agreement”) with an entity managed by The Lind Partners, a New York-based asset management firm (collectively
with The Lind Partners, “Lind”). Pursuant to the Lind Agreement, Lind has agreed to advance to the Company $1.0 million
(subject to additional set off) in consideration of which the Company has agreed to issue to Lind a convertible security (the
“Convertible Security”) with a face value of $1.2 million (representing $1.0 million in funding plus an implied 10%
interest rate per annum for the term of the Convertible Security). The funding and issuance of the Convertible Security is expected
to occur on or around July 9, 2018 (the “Closing”), subject to the approval of the Toronto Stock Exchange (the “TSX”)
and the satisfaction of customary closing conditions.
The
Convertible Security will have a term of (i) 24 months after the Closing or (ii) 30 calendar days after the date on which the
face value of the Convertible Security is nil due to such amount having been fully converted and/or fully repaid (including with
any applicable premium) in accordance with the terms of the Lind Agreement, whichever is earlier. The Convertible Security will
constitute the direct, general and unconditional obligation of the Company and will rank senior to all of the Company’s
other indebtedness, except for any convertible security previously issued to Lind under the convertible security funding agreement,
dated December 14, 2015, between the Company and Lind, as amended (the “Original Agreement”). No further funding will
be provided by Lind to the Company under the Original Agreement.
Pursuant
to the Lind Agreement, Lind is entitled to convert the Convertible Security into common shares, without par value, of the Company
(“Common Shares”) in monthly installments over its term at a price per Common Share equal to 85% of the volume-weighted
average price (the “VWAP”) of the Common Shares on the TSX for the five trading days immediately preceding to the
date on which Lind provides notice to the Company of its election to convert. Subject to certain exceptions, the Lind Agreement
contains restrictions on how much of the Convertible Security may be converted in any particular month. The Lind Agreement also
provides NioCorp with the option to buy back the remaining face amount of the Convertible Security in cash at any time; provided
that, if the Company exercises such option, Lind will have the option to convert up to 30% of the remaining face amount into Common
Shares at the price described above. In addition, Lind is entitled to accelerate its conversion right to the full amount of the
face value of the Convertible Security or demand repayment thereof in cash upon the occurrence of an event of default and other
designated events described in the Lind Agreement.
In
connection with the Closing, the Company is obligated, pursuant to the Lind Agreement, to issue to Lind Common Share purchase
warrants of the Company (the “Warrants”). The Warrants will have a term of 36 months from issuance, and the number
of Warrants to be issued will be equal to $1.0 million divided by the VWAP of the Common Shares on the TSX for the five trading
days immediately preceding the Closing, multiplied by 0.5. The exercise price of the Warrants will be equal to 120% of the VWAP
of the Common Shares on the TSX for the five trading days immediately preceding June 27, 2018.
The
Lind Agreement provides limitations on the number of Common Shares that may be issued to Lind upon conversion of the Convertible
Security or exercise of the Warrants. Upon issuance, such Common Shares will be fully paid and non-assessable and will rank equally
in all respects with all other Common Shares then outstanding.
The
above summary of the material terms of the Lind Agreement is qualified in its entirety by the actual terms and conditions of the
Lind Agreement, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is hereby incorporated by reference into
this Item 1.01.
Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The
disclosure regarding the Lind Agreement contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference
into this Item 2.03.
Item
3.02
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Unregistered
Sales of Equity Securities.
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The
disclosure regarding the Lind Agreement contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference
into this Item 3.02.
The
Company will issue the Convertible Security and the Warrants to Lind pursuant to the exemption from the registration requirements
of the Securities Act of 1933 provided by Section 4(a)(2) thereof based upon the representations and warranties of Lind in the
Lind Agreement.
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.
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NIOCORP
DEVELOPMENTS LTD.
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By:
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/s/ Neal S. Shah
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Name: Neal S. Shah
Title: Chief Financial Officer
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Date:
July 2, 2018