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): February 16,
2023
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.)
|
42 E Catawba Street
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 3.02 |
Unregistered Sales of
Securities.
|
On February 16, 2023, Piedmont Lithium Inc. (the “Company”) entered
into a Subscription Agreement (the “Subscription Agreement”) with
LG Chem, Ltd. (“LGC”). Pursuant to the Subscription
Agreement, the Company has agreed to sell to LGC 1,096,535 common
shares of the Company (representing approximately 5.7% of the
Company’s outstanding common shares) at a price of $68.40 per
share. The transaction is expected to close on or about
February 24, 2023 and remains subject to customary closing
conditions. The Piedmont shares will be issued in reliance upon the
exemption provided by Section 4(a)(2) of the Securities Act of
1933, as amended. A summary of the terms of the Subscription
Agreement is included in the Company’s press release attached as
Exhibit 99.1 hereto, which hereby is incorporated by reference in
this Item 3.02.
Also on February 16, 2023, the Company entered into an Offtake
Agreement with LGC. A summary of the terms of the Offtake
Agreement is included in the Company’s press release attached as
Exhibit 99.1 hereto, which hereby is incorporated by reference in
this Item 8.01.
Item 9.01 |
Financial Statements and
Exhibits.
|
(d) Exhibits.
|
|
|
|
|
|
|
|
|
|
Press Release.
|
|
|
|
104
|
|
Cover Page Interactive Data File -
the cover page XBRL tags are 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.
|
PIEDMONT LITHIUM INC.
|
|
|
|
Date: February
16, 2023
|
|
|
|
Name:
|
Keith
Phillips
|
|
Title:
|
President and Chief Executive
Officer
|
3