Current Report Filing (8-k)
December 26 2018 - 4:03PM
Edgar (US Regulatory)
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): December 21, 2018
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____________________________
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NioCorp Developments Ltd.
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(Exact name of registrant as specified in its charter)
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____________________________
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British Columbia, Canada
(State or other jurisdiction
of incorporation)
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000-55710
(Commission File Number)
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98-1262185
(IRS Employer
Identification No.)
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7000 South Yosemite Street, Suite 115
Centennial, Colorado 80112
(Address of principal executive offices) (Zip Code)
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Registrant’s telephone number, including
area code:
(720) 639-4647
(Former name or former address, if changed
since last report)
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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
ý
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.
ý
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Item 3.02
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Unregistered Sales of Equity Securities.
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Exercise of Warrants
On December 17, 2018, NioCorp Developments
Ltd. (the “Company”) issued 115,000 common shares, without par value (the “Common Shares”), of the Company
upon the exercise of previously issued warrants (the “Warrants”) for a price of C$0.75 per share. The Common Shares
issued upon exercise of the Warrants were issued pursuant to the exemption from the registration requirements of the Securities
Act of 1933 provided by Section 4(a)(2) thereof.
Conversion of Convertible Security
As previously disclosed, on December
14, 2015, the Company entered into a definitive convertible security funding agreement with an entity managed by The Lind Partners,
a New York-based asset management firm (collectively with The Lind Partners, “Lind”), and issued to Lind an initial
convertible security (the “Convertible Security”).
On October 11, 2018, the Company issued
902,106 Common Shares to Lind upon conversion of US$350,000 in principal amount of the Convertible Security at a conversion price
of C$0.50550 per share.
On November 26, 2018, the Company issued
1,020,324 Common Shares to Lind upon conversion of US$350,000 in principal amount of the Convertible Security at a conversion price
of C$0.45467 per share.
On December 21, 2018, the Company issued
955,118 Common Shares to Lind upon conversion of US$350,000 in principal amount of the Convertible Security at a conversion price
of C$0.49445 per share.
In each case, the Common Shares were
issued, among other exemptions, pursuant to Section 3(a)(9) of the Securities Act of 1933 in connection with the voluntary conversion
of a portion of the amount outstanding under the Convertible Security and based upon representations and warranties of Lind in
connection therewith.
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 hereunto duly authorized.
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NIOCORP DEVELOPMENTS LTD.
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DATE: December 26, 2018
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By:
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/s/ Neal S. Shah
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Neal S. Shah
Chief Financial Officer
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