As filed with the Securities and Exchange Commission on January 28, 2022
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Standard Lithium Ltd.
(Exact name of Registrant as specified in its charter)
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Canada
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Not Applicable
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(Jurisdiction of
Incorporation)
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(I.R.S. Employer
Identification No.)
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Suite 110, 375 Water Street
Vancouver, British Columbia,
Canada V6B 5C6
(604) 409-8154
(Address of Registrants principal executive offices)
Standard Lithium Ltd. Long Term Incentive Plan
Standard Lithium Ltd. Rolling 2021 Stock Option Plan
(Full title of plan)
C T
Corporation System
1015 15th Street N.W., Suite 1000
Washington, DC 20005
(202) 572-3133
(Name, Address and Telephone Number of Agent for Service)
Copy to:
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Ryan J. Dzierniejko
Lance Brasher
Skadden,
Arps, Slate, Meagher & Flom LLP
222 Bay Street, Suite 1750, P.O. Box 258
Toronto, Ontario,
Canada
M5K 1J5
(416) 777-4700
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Robert Mintak
Standard Lithium Ltd.
Suite 110, 375 Water Street
Vancouver, British Columbia,
Canada V6B 5C6
(604) 409-8154
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Sam Cole
Jennifer L. Poirier
Cassels Brock & Blackwell LLP
Suite 2200, 885 West Georgia Street
Vancouver, British Columbia,
Canada V6C 3E8
(604) 691-6100
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☐
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Emerging growth company
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☒
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to
be
Registered(1)
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Proposed
Maximum
Offering Price
per Share
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Proposed Maximum
Aggregate Offering
Price
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Amount of
Registration Fee
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Common
Shares(2)
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4,586,640
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$ 7.03(3)
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$ 32,244,079.20(3)
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$ 2,989.03
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Common
Shares(4)
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10,702,160
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$ 7.03(3)
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$ 75,236,185.80(3)
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$ 6,974.39
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Common
Shares(5)
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150,000
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$ 0.75(6)
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$ 112,500.00(6)
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$ 10.43
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Common
Shares(5)
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100,000
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$ 0.81(6)
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$ 81,000.00(6)
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$ 7.51
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Common
Shares(5)
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400,000
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$ 3.43(6)
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$ 1,372,000.00(6)
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$ 127.18
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Common
Shares(5)
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200,000
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$ 6.08(6)
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$ 1,216,000.00(6)
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$ 112.72
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Total
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16,138,800
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$ 110,261,765.00
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$ 10,221.26
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(1)
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Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the
Securities Act), this Registration Statement also covers an indeterminate number of additional common shares of the Registrant (Common Shares) that may be offered or issued to prevent dilution resulting from
share splits, share dividends or similar transactions.
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(2)
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Covers 4,586,640 Common Shares issuable pursuant to share units granted under the Registrants Long Term
Incentive Plan.
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(3)
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Pursuant to Rule 457(c) of the Securities Act, the proposed maximum offering price per share and the proposed
maximum aggregate offering price are estimated solely for the purpose of calculating the amount of the registration fee and are based upon the average of the high and low prices of the Common Shares as reported on the NYSE American on
January 26, 2022.
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(4)
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Covers 10,702,160 Common Shares issuable pursuant to stock option grants to be undertaken in the future, with
option exercise prices to be determined in accordance with the provisions of the Registrants Rolling 2021 Stock Option Plan.
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(5)
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Covers Common Shares issuable pursuant to stock options granted under the Registrants Rolling
2021 Stock Option Plan that have not yet been exercised.
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(6)
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In accordance with paragraph (h)(1) of Rule 457 under the Securities Act, the maximum offering price per Common
Share is the option exercise price.
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