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
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001-38427
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36-4996461
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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32 North Main Street, Suite 100
Belmont, North Carolina
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28012
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(Address of Principal Executive Offices)
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(Zip Code)
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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:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of exchange on which registered
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Common Stock, $0.0001 par value per share
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PLL
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The Nasdaq
Capital Market
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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.
☐
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.
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Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No. |
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Description |
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| 1.1 |
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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.
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Opinion of Gibson, Dunn & Crutcher LLP, dated March 24,
2022.
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Press Release.
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104
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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.
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PIEDMONT LITHIUM INC.
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Date: March 24, 2022
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/s/ Keith Phillips |
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Name:
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Keith Phillips
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Title:
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President and Chief Executive Officer
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