NIOBF

 

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): June 29, 2022

 

 

NioCorp Developments Ltd.

(Exact name of registrant as specified in its charter)

 

 

British Columbia, Canada (State or other jurisdiction of incorporation)

000-55710 (Commission File Number)

98-1262185 (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))

 

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

 

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 1.01

Entry into a Material Definitive Agreement.

 

Smith Credit Facility Agreement

 

As previously disclosed, NioCorp Developments Ltd. (the “Company”) entered into a $3.5 million non-revolving credit facility agreement, dated January 16, 2017 (as amended on March 20, 2017, April 6, 2018, May 31, 2019, January 17, 2020, April 3, 2020, June 10, 2020, December 14, 2020, and December 13, 2021, the “Smith Credit Facility”), by and between the Company and Mr. Mark A. Smith, the Company’s Chief Executive Officer, President, and Executive Chairman.

 

On June 29, 2022, the Company and Mr. Smith entered into an amending agreement to the Smith Credit Facility (the “Smith Credit Facility Extension Agreement”), extending the maturity date of the Smith Credit Facility to June 30, 2023.

 

The above description of the Smith Credit Facility Extension Agreement is qualified in its entirety by reference to the Smith Credit Facility Extension Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 1.01.

 

Private Placement Warrants

 

On June 30, 2022, the Company closed (the “Closing”) 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 of the Company’s Common Share purchase warrants (the “Warrants”). Each Warrant is exercisable for one Common Share at a price of C$1.10 until June 30, 2024.

 

One of the investors in the Private Placement was an entity managed by The Lind Partners, a New York-based institutional fund manager, which holds a convertible security issued by the Company pursuant to a definitive convertible security funding agreement, dated as of February 16, 2021.

 

The above summary of the material terms of the Warrants is qualified in its entirety by the actual terms and conditions of the Warrants, 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.

 

Private Placement 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 4.2 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 1.01.

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The disclosure regarding the Smith Credit Facility Extension Agreement contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03. 

 

Item 3.02

Unregistered Sales of Equity Securities.

 

On June 30, 2022, in connection with the Closing, the Company issued 4,981,035 Units at a price of C$0.96 per Unit, for aggregate gross proceeds of approximately C$4.78 million for the Closing. The Units were issued on a private offering basis to investors with whom the Company had a pre-existing relationship pursuant to (i) in the case of

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”)), the exclusion from the registration requirements of the Securities Act provided by Rule 903 of Regulation S thereunder, and (ii) in the case of investors inside the United States or that were, or were acting for the account or benefit of, a U.S. person, the exemption from the registration requirements of the Securities Act provided by Rule 506(b) of Regulation D thereunder and Section 4(a)(2) thereof, in each case, pursuant to the representations and covenants the investors made to the Company in connection with their purchase of the Units.

 

In connection with the Private Placement, as part of a finder’s fee, the Company issued an aggregate of 65,100 warrants (the “Finder Warrants”), each of which is exercisable for one Common Share at a price of C$1.10 until June 30, 2024, to Research Capital Corporation and Red Cloud Securities Inc. (collectively, the “Finders”). The Company also paid the Finders a cash commission of C$62,496, in the aggregate, as part of the finder’s fee. Each of the Finders received a number of Finder Warrants equivalent to 3% of the Units raised by such Finder and an amount of cash equivalent to 3% of the Units raised by such Finder. The Finder Warrants were issued to the Finders pursuant to the exclusion from the registration requirements of the Securities Act provided by Rule 903 of Regulation S thereunder, pursuant to the representations and covenants the Finders made to the Company in connection therewith.

 

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.

 

Exhibit		Description
4.1		Form of Warrants
4.2		Form of Subscription Agreement
10.1		Smith Credit Facility Extension Agreement
104		Cover Page Interactive Data File (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 hereunto duly authorized.

 

	NIOCORP DEVELOPMENTS LTD.
DATE: June 30, 2022	By:	/s/ Neal S. Shah
		Neal S. Shah
		Chief Financial Officer