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): March 24, 2022
 
PIEDMONT LITHIUM INC.
(Exact name of registrant as specified in its charter)

Delaware
001-38427
36-4996461
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

32 North Main Street, Suite 100
Belmont, North Carolina
 
28012
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s Telephone Number, Including Area Code: (704) 461-8000
 
(Former Name or Former Address, if Changed Since Last Report): Not Applicable
 
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))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of exchange on which registered
Common Stock, $0.0001 par value per share
PLL
The Nasdaq Capital Market
 
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 8.01
Other Events.
 
On March 22, 2022, Piedmont Lithium Inc (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Evercore Group L.L.C., as representatives of the several underwriters listed therein (the “Underwriters”), pursuant to which the Company agreed to sell to the Underwriters 2,012,500 shares of its common stock, par value $0.0001 per share (the “Shares”), for an aggregate purchase price by the Underwriters of $130,812,500. The Underwriting Agreement is filed herewith as Exhibit 1.1.
 
The offering of the Shares was made pursuant to a shelf registration statement filed with the U.S. Securities and Exchange Commission on Form S-3 (File No. 333-259798). On May 24, 2022, the Company closed the offering of the Shares.

The opinion of Gibson, Dunn & Crutcher LLP relating to the validity of the Shares offered and sold pursuant to the Underwriting Agreement is filed herewith as Exhibit 5.1.  A copy of the press release announcing the closing of the offering of the Shares is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit No.   Description
     
1.1  
Underwriting Agreement, dated March 22, 2022, between Piedmont Lithium Inc. and J.P. Morgan Securities LLC and Evercore Group L.L.C., as representatives of the several underwriters named therein.
     
 
Opinion of Gibson, Dunn & Crutcher LLP, dated March 24, 2022.
     
 
Press Release.
     
104
 
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
 
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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.
 
 
PIEDMONT LITHIUM INC.
     
Date: March 24, 2022
  /s/ Keith Phillips
 
Name:
Keith Phillips
 
Title:
President and Chief Executive Officer


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