Current Report Filing (8-k)

Date : 05/14/2019 @ 12:03PM
Source : Edgar (US Regulatory)
Stock : Niocorp Developments Ltd. (QX) (NIOBF)
Quote : 0.63355  -0.00625 (-0.98%) @ 8:59PM

Current Report Filing (8-k)





Washington, D.C. 20549










Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  May 9, 2019
NioCorp Developments Ltd.
(Exact name of registrant as specified in its charter)
British Columbia, Canada
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
7000 South Yosemite Street, Suite 115
Centennial, Colorado 80112
(Address of principal executive offices) (Zip Code)


Registrant’s telephone number, including area code: (720) 639-4647


(Former name or former address, if changed since last report)

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. ☒


Securities registered pursuant to Section 12(b) of the Act:


Title of each class Trading Symbol(s) Name of each exchange on which registered
Not Applicable Not Applicable Not Applicable






Item 1.01 Entry into a Material Definitive Agreement.


On May 9, 2019, NioCorp Developments Ltd. (the “Company”) closed the final tranche (the “Final Tranche Closing”) of its previously announced non-brokered private placement (the “Private Placement”) of units of the Company (the “Units”), each of which consists of one of the Company’s common shares, without par value (the “Common Shares”), and one half of one of the Company’s Common Share purchase warrants (the “Warrants”). Each whole Warrant is exercisable for one Common Share at a price of C$0.72 at any time prior to 4:30 p.m. (Vancouver time) on May 9, 2021.


Subscription Agreements


In connection with the Private Placement, the Company entered into subscription agreements (collectively, the “Subscription Agreements”) by and between the Company and each investor. The Subscription Agreements contain the terms of the Private Placement and typical representations and warranties from the investors to the Company and from the Company to the investors.


The above summary of the material terms of the Subscription Agreements is qualified in its entirety by the actual terms and conditions of the Subscription Agreements, a form of 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 3.02 Unregistered Sales of Equity Securities.


On May 9, 2019, in connection with the Final Tranche Closing, the Company issued 1,290,500 Units at a price of C$0.60 per Unit, for aggregate gross proceeds of C$0.77 million for the Final Tranche Closing. The Units were issued on a private offering basis to investors outside of the United States that were not, and were not acting for the account or benefit of, a U.S. person (as defined in Regulation S under the Securities Act of 1933 (the “Securities Act”)) and with whom the Company had a pre-existing relationship pursuant to the exclusion from the registration requirements of the Securities Act provided by Rule 903 of Regulation S thereunder, in each case, pursuant to the representations and covenants the investors made to the Company in connection with their purchase of the Units.


The disclosure contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits





4.1   Form of Subscription Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 000-55710) filed with the SEC on May 2, 2019)






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.


DATE: May 14, 2019 By: /s/ Neal S. Shah

Neal S. Shah 

Chief Financial Officer 




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